Notable Mergers and Acquisitions of the Day 9/18: AER/GLS, HLTH, BPFH
- AerCap Holdings N.V. (NYSE: AER) and Genesis Lease Limited (NYSE: GLS) announced that their Boards of Directors have approved a definitive agreement under which AerCap and Genesis will merge in an all share-for-share transaction.
Under the terms of the amalgamation agreement, Genesis shareholders will receive one AerCap ordinary share for every Genesis common share they own.
Based on Genesis' balance sheet, the transaction has a value of $1.75 billion and, based on the closing stock price for AerCap Holdings N.V. ordinary shares on Thursday, September 17, 2009, the share-for-share consideration has a value of $8.81 per Genesis ADS (each ADS representing one Genesis common share). The one-for-one exchange ratio represents an average premium to Genesis shareholders of 45% based on the daily closing prices of Genesis ADS and AerCap ordinary shares during the 30 day trading period from July 31, 2009 to September 11, 2009. Upon closing of the transaction, Genesis shareholders are expected to own approximately 29% of the combined company.
- HLTH Corporation (Nasdaq: HLTH) announced that it has entered into a definitive agreement to sell its Porex segment to affiliates of Aurora Capital Group, a Los Angeles based private equity firm, for $142 million. The closing is expected in the fourth quarter and is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.
The purchase price of $142 million consists of $74.5 million in cash payable at closing and $67.5 million in senior secured debt. The $67.5 million in senior secured debt accrues interest at a rate of 8.75% per annum paid quarterly. The principal is to be paid down by $10 million per year on the anniversary of the closing for each of the first three years and by a final payment of $37.5 million on the fourth anniversary of the closing. The debt will be secured by the assets of Porex Corporation.
- Boston Private Financial Holdings, Inc. (NASDAQ: BPFH) announced last night that it has completed the sale of Coral Gables, Florida-based Gibraltar Private Bank & Trust for $93 million to private investors.
Separately, the company announced the sale of RINET Company, LLC, to the RINET management team. Based in Boston, RINET is a wealth advisory firm catering to very high-net-worth clients and their families. The transaction is not expected to have a material impact on BPFH earnings or its financial position.
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