Notable Mergers and Acquisitions of the Day 04/26: (XOM) (SPH) (WPI) (ACOM)

• Reports out Thursday have Exxon Mobil (NYSE: XOM) looking to off its Japanese branch, Exxon Mobil Yugen Kaisha, in a deal valued at ¥300 billion (about $3.91 billion). TonenGeneral will be the acquirer of the assets.
  
  In addition, Exxon will release control of refiner TonenGeneral Sekiyu and cut its interest in TonenGeneral to 22 percent, according to the WSJ.
  
  
• Suburban Propane Partners, L.P. (NYSE: SPH) has reached a definitive agreement with Inergy, L.P. (NYSE: NRGY), Inergy GP, LLC and Inergy Sales & Service, Inc., to acquire the sole membership interest in Inergy Propane, LLC, now owned by Inergy, including certain wholly-owned subsidiaries of Inergy Propane, LLC, and the assets of Inergy Sales.
  
  At the time of the closing of the Inergy Propane Acquisition, and following certain pre-closing transactions, Inergy Propane will consist of the retail propane assets and operations of Inergy.
  
  Suburban is acquiring Inergy Propane for total consideration of approximately $1.8 billion, consisting of: (i) $1.0 billion of newly issued Suburban senior notes and $200.0 million in cash (as described in a separate press release issued today) and, (ii) $600.0 million of new Suburban common units, which will be distributed to Inergy and Inergy Sales, the majority of which will subsequently be distributed by Inergy to its unitholders.
  
  Inergy Propane conducts its propane operations in 33 states from 338 customer service centers. Based on fiscal year 2011, the Inergy Propane Acquisition will add approximately 600,000 propane customers and 325 million retail propane gallons to Suburban's existing approximately 600,000 propane customers and nearly 300 million retail propane gallons sold. Suburban believes that after giving effect to this transaction it will be the third largest retail marketer of propane in the United States, measured by retail gallons sold in the calendar year 2011.
  
  
• Late Wednesday, Watson Pharmaceuticals, Inc. (NYSE: WPI) and Actavis Group jointly announced that Watson has entered into a definitive agreement to acquire privately held Actavis for an upfront payment of EUR4.25 billion. As a result of this acquisition, Watson will become the third largest global generics company with 2012 anticipated pro forma revenue of approximately $8 billion.
  
  Under the terms of the agreement, Watson will acquire Actavis for an upfront payment of EUR4.25 billion. Actavis stakeholders could also receive additional consideration, contingent upon Actavis achieving negotiated levels of certain 2012 performance targets. The contingent payment, if fully earned, would result in the delivery of up to 5.5 million shares of Watson common stock in 2013. This contingent payment was valued during the negotiations at EUR250 million, based on a per share price of $60, using a Euro to U.S. dollar exchange rate of 1.32.
  
  Watson intends to fund the cash portion of the transaction through a combination of term loan borrowings and the issuance of senior unsecured notes. Watson currently has bridge loan commitments from BofA Merrill Lynch and Wells Fargo Bank, N.A. pending execution of its final financing plans. Watson anticipates that the combined company will generate substantial free cash flow, enabling Watson to pay down debt quickly to below 3.0x debt to adjusted EBITDA by 2013 and to achieve a level of approximately 2.0x debt to adjusted EBITDA in 2014.
  
  BofA Merrill Lynch is acting as exclusive financial advisor and Latham & Watkins LLP is acting as legal advisor to Watson in connection with this transaction. Blackstone Advisory Partners and Deutsche Bank are acting as financial advisors and Linklaters and Clifford Chance are acting as legal advisors to Actavis in connection with this transaction.
  
  
• Also after the market closed Wednesday, Ancestry.com Inc. (Nasdaq: ACOM) announced plans to acquire Archives.com, a family history website, for approximately $100 million in cash and assumed liabilities.
  
  Archives.com is owned and operated by Inflection LLC, a Silicon Valley-based technology company. Since Archives.com's launch in January 2010, the site has rapidly grown to more than 380,000 paying subscribers who pay approximately $39.95 a year.

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