Notable Mergers and Acquisitions of the Day 08/07: (HD) (CORT) (USG) (SPSC)

• The Home Depot (NYSE: HD) will acquire U.S. Home Systems, Inc. (Nasdaq: USHS) for $12.50 per share, or a 38 percent premium to Monday's close.
  
  Bryant Park Capital Securities, Inc. is acting as exclusive financial advisor to USHS. Bryant Park Capital Valuation Services LLC (an affiliate of Bryant Park Capital Securities, Inc.) has rendered a fairness opinion to the Board of Directors of USHS in connection with the transaction. Jackson Walker L.L.P. is acting as legal advisor to USHS.
  
  J.P. MorganSecurities LLC is serving as The Home Depot's exclusive financial advisor and King & Spalding LLP is acting as legal advisor to The Home Depot.
  
  
• Corcept Therapeutics Incorporated (Nasdaq: CORT) has sold to an investment fund managed by Pharmakon Advisors a synthetic capped royalty on future product sales for $30 million. Corcept's payments under the agreement will be limited solely to a percentage of its revenue, subject to quarterly caps, and will total $45 million.
  
  Corcept also announced that it has terminated its Committed Equity Financing Facility (CEFF) with Kingsbridge Capital Limited (Kingsbridge). Under the terms of the CEFF, Kingsbridge had agreed to provide at Corcept's option up to $60 million of capital in exchange for newly issued shares of the company's common stock. Corcept had raised $2.6 million under the CEFF.
  
  Pursuant to the royalty transaction between Corcept and BioPharma Secured Debt Fund II Sub, S.r.l, an investment fund managed by Pharmakon Advisors, BioPharma Secured Debt Fund II will receive quarterly royalties, starting with the quarter ending June 30, 2013. The royalty rate will be 20 percent of Corcept's revenue from sales of its first product, Korlym" (mifepristone) 300 mg Tablets and any of its next-generation selective GR-II antagonists, subject to caps of $2.25 million per quarter in 2013, $3.0 million per quarter in 2014 and $3.75 million per quarter in 2015. There will be no caps after January 1, 2016.
  
  Under the terms of the transaction, Corcept's payments will be variable, with no fixed minimums. If the products subject to the royalty do not generate revenue, then no payments will be due.
  
  
• SPS Commerce (Nasdaq: SPSC), has acquired Edifice, a leading provider of cloud-based supply chain performance solutions with more than 500 customers worldwide, including many Fortune 1000 suppliers. The acquisition reinforces SPS' position as the industry's largest and fastest growing provider of cloud-based supply chain solutions, expanding the company's point-of-sale (POS) analytic offerings that enhance collaboration among retailers and suppliers to improve efficiency, reduce inventory costs and boost sales.
  
  
• USG Corporation (NYSE: USG), entered into a definitive agreement for the sale of its wholly-owned European business operations to affiliates of Gebr. Knauf Verwaltungsgesellschaft KG for approximately $80 million. That amount is subject to adjustment based on working capital and net debt levels at closing.
  
  The businesses being sold include the manufacture and distribution of Donn® brand ceiling grid and SHEETROCK® brand finishing compounds throughout Europe, Russia and Turkey.
  
  Closing of the sale is subject to receipt of necessary governmental approvals and other customary closing conditions. Assuming receipt of the necessary approvals and satisfaction of these closing conditions, closing is expected to take place in the fourth quarter of this year.

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