Notable Mergers and Acquisitions of the Day 10/10: (SPN)/(CPX) (SON) (SLE)

• Superior Energy Services, Inc. (NYSE: SPN) and Complete Production Services, Inc. (NYSE: CPX) have unanimously approved a definitive merger agreement combining the two companies into the premier diversified mid-cap oilfield services company.
  
  Under terms of the agreement, Complete stockholders will receive 0.945 common shares of Superior and cash of $7.00 in exchange for each share of Complete common stock held at closing. This represents a premium of 29% to Complete's average price over the last two months. Upon closing, and reflecting the issuance of new Superior shares, Superior and Complete stockholders are expected to own approximately 52% and 48%, respectively, of Superior's outstanding shares.
  
  Superior expects the combination to be accretive to earnings per share and cash flow per share in 2012, excluding transaction and integration costs. Superior further expects the transaction will be balance sheet neutral as measured by key leverage ratios, yet ultimately is expected to result in an overall credit profile enhancement given the significant increase in scale and diversity provided by the combination.
  
  Both Superior and Complete confirmed their prior guidance for 2011; however, Complete indicated that third quarter results will be below its prior guidance. Complete now expects third quarter 2011 EBITDA to be between $155 million and $160 million.
  
  The combined company will retain the name Superior and will be led by David Dunlap, Superior's current President and Chief Executive Officer. The Superior Board of Directors will be expanded to include two independent Complete Board members.
  
  The merger is subject to the approval of both Superior's and Complete's stockholders as well as other customary approvals. The companies anticipate that the transaction will close as soon as the end of this calendar year. Superior and Complete intend to file a joint proxy statement / prospectus with the Securities and Exchange Commission as soon as possible.
  
  Greenhill & Co. is acting as Superior's transaction and financial advisor and rendered a fairness opinion to Superior's Board of Directors. In addition, J.P.Morgan provided transaction advice, acted as financial advisor and provided a bridge financing commitment with respect to the cash portion of the transaction. Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. is acting as Superior's legal advisor. Credit Suisse Securities (USA) LLC is acting as Complete's financial advisor and rendered a fairness opinion to Complete's Board of Directors. Complete's legal advisor is Latham & Watkins LLP.
  
  
• Sonoco (NYSE: SON) signed a definitive agreement to acquire Tegrant Corporation from Metalmark Capital for $550 million in cash.
  
  The total purchase consideration, adjusted for expected tax benefits, is approximately 6.8 times Tegrant’s estimated pro forma 2011 EBITDA of approximately $74 million1, including synergies. The transaction is expected to be financed from existing cash and debt with an estimated credit leverage ratio of 2.2 times at closing. Sonoco intends to reduce the incremental debt using free cash flow over the next few years. The acquisition is subject to normal regulatory review and is expected to close in November 2011.
  
  Macquarie Capital served as financial advisor to Sonoco. Tegrant was represented by Sagent Advisors.
  
  
• Sara Lee Corp. (NYSE: SLE) today announced an agreement to sell its fresh bakery businesses in Spain and Portugal to Mexico's Grupo Bimbo S.A.B. de C.V. for €115 million (approximately $154 million at current exchange rates) in cash. The agreement includes all Sara Lee fresh bakery brands in Spain and Portugal as well as seven manufacturing facilities. The transaction, which is subject to customary closing conditions and regulatory clearance, is expected to close within 60 days.
  
  Sara Lee holds the number-one position among branded bakery manufacturers in Spain, with leading brands such as Bimbo, Martinez, Ortiz and Silueta. In fiscal 2011, the business generated net sales of $408 million. It employs approximately 2,000 people.

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