Notable Merger and Acquisition News of the Day 1/11: [(BX)(DDR) (UAM) (CMC)]

• Affiliates of Blackstone (NYSE: BX) and DDR Corp. (NYSE: DDR) today announced the formation of a joint venture to acquire a portfolio of 46 shopping centers currently owned by EPN Group.
  
  The joint venture has executed a purchase and sale agreement to acquire the majority of the EDT Retail Portfolio in a transaction valued at $1.43 billion, including assumed debt of $640 million and at least $305 million of new financings. Blackstone Real Estate Partners VII, a real estate fund managed by Blackstone on behalf of its investors, will own 95% of the common equity of the joint venture and an affiliate of DDR will own the remaining 5%. DDR will also invest $150 million in preferred equity in the venture with a fixed dividend rate of 10%, and will continue to provide leasing and management services. In addition, DDR will have the right of first offer to acquire ten of the assets under specified conditions.
  
  The 46 shopping centers being acquired by the joint venture are open-air, value-oriented power centers located in 20 states, representing 10.6 million square feet and are currently 90% leased. The top ten tenants by base rent include the TJX companies, Kohl's, PetSmart, Dick's Sporting Goods, Best Buy, Bed Bath & Beyond, JoAnn's, Old Navy, Walmart and Home Depot. More than 94% of the net operating income (NOI) is generated from prime assets, with 50% of such NOI derived from properties in the top 25 MSAs. The portfolio features average household income of approximately $88,000 and average population of over 300,000 people in a seven-mile trade area.
  
  
• Universal American Corp. (NYSE: UAM) today announced that it has entered into a definitive agreement to acquire APS Healthcare, Inc., a leading provider of specialty healthcare solutions for $227.5 million.
  
  APS Healthcare is led by CEO Greg Scott, formerly Chief Financial Officer of PacifiCare Health Systems, Inc. and Jerry Vaccaro, M.D., formerly President and CEO of PacifiCare Behavioral Health, Inc., who will continue to lead the business following the transaction. APS Healthcare is currently owned by funds affiliated with GTCR LLC, a leading private equity firm.
  
  The purchase price for the transaction is (i) $227.5 million, consisting of $147.5 million in cash to retire APS Healthcare’s outstanding indebtedness and other liabilities, and $80 million in Universal American common stock, plus (ii) up to $50 million in potential performance based consideration, payable in cash in March 2014 to the extent APS Healthcare’s financial results exceed certain thresholds. Universal American expects the transaction to be accretive to earnings in 2012. The transaction, which is expected to close within sixty days, is subject to customary closing conditions, including regulatory approvals.
  
  
• Commercial Metals Company (NYSE: CMC) issued the following statement regarding the announcement by IEP Metals Sub LLC, an affiliate of Carl Icahn, that its tender offer for the Company has expired and that Mr. Icahn has withdrawn his nominees for election to the Company's Board at its Annual Meeting:
  
  "We are pleased that Mr. Icahn has ended the proxy contest following the expiration of the tender offer. The Board has great confidence in the Company's future and believes that the continued execution of its strategic plan, which is already yielding positive results, will deliver enhanced value to our stockholders. We look forward to our upcoming Annual Meeting where our highly qualified director nominees – Harold L. Adams, Joe Alvarado and Anthony A. Massaro – are standing for election to the Board. Our Board and management remain focused on building on our momentum, and we would like to thank stockholders for their continued support."

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