Notable Mergers and Acquisitions of the Day 11/23: (KKR)/(BX) (SHF) (BBEP)

• Kohlberg Kravis Roberts & Co. L.P. (NYSE: KKR) announced an agreement to acquire Alliant Insurance Services, Inc., the nation’s largest specialty insurance brokerage firm, from Blackstone (NYSE: BX).Terms of the transaction were not disclosed.
  
  JP Morgan Chase and Blackstone Advisory Partners served as advisers to Blackstone and Alliant on the transaction. The transaction is expected to close in the fourth quarter, subject to certain conditions.
  
  
• After markets closed last Wednesday, Reckitt Benckiser Group PLC signed a definitive merger agreement with Schiff Nutrition International, Inc. (NYSE: SHF) a leading provider of branded vitamins, nutrition supplements and nutrition bars in the United States and elsewhere. The Board of Directors of Schiff has approved the transaction and will recommend that its stockholders tender their shares into Reckitt Benckiser's previously announced cash tender offer of $42.00 per share, valuing Schiff at $1.4 billion. Reckitt Benckiser's tender offer will expire at 11:59 p.m. New York City time, on December 14, 2012, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. Reckitt Benckiser will finance the transaction with cash and existing credit facilities. The transaction is expected to be immediately accretive to earnings on an adjusted basis.
  
  Rakesh Kapoor, Reckitt Benckiser Chief Executive Officer, said, "We are very pleased to have reached a mutually beneficial agreement with Schiff and are excited to enter the $30 billion global vitamins, minerals and supplements market with such a strong portfolio of high quality branded business in the USA. Schiff's portfolio is an excellent fit with our strategic focus on health and hygiene, where in health care in the USA we already have Mucinex, Delsym, Cepacol and Durex as major brands."
  
  The financial information disclosure dated October 29, 2012 and made public in Schiff's 14C SEC filing on November 5, 2012, indicated projected net sales of approximately $385 million and forecast proforma EBITDA of approximately $84.6 million for the fiscal year ending May 31, 2013.
  
  Pursuant to the merger agreement, Reckitt Benckiser will amend its tender offer documents to, among other matters, remove the conditions relating to due diligence and the execution of a definitive merger agreement. The tender offer will remain subject to customary conditions, including the tender of a majority in voting power of Schiff shares of common stock and the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act).
  
  Morgan Stanley & Co. Limited is acting as exclusive financial adviser to Reckitt Benckiser and no one else in connection with the matters described in this announcement. In connection with such matters, Morgan Stanley & Co. Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the transaction, the contents of this announcement or any other matter referred to herein.
  
  Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as Reckitt Benckiser's legal advisor.
  
  
• BreitBurn Energy Partners L.P. (Nasdaq: BBEP) has signed a definitive agreement to acquire principally oil properties located in the Belridge Field in Kern County, California for approximately $40 million in cash and 3,013,561 common units representing limited partner interests in the Partnership (“Common Units”). The acquisition is subject to closing conditions and purchase price adjustments and is expected to close in 2012
  
  The cash consideration for the acquisition will be funded with borrowings under our bank credit facility. The Common Units to be issued as partial consideration for the acquisition will be issued in a private placement and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The number of Common Units being issued as partial consideration for the acquisition will not be adjusted to account for changes in the unit price or for purchase price adjustments.

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