Notable Mergers and Acquisitions of the Day 01/10: (SVU) (HAFC) (FSCI) (BLK)
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* SUPERVALU Inc. (NYSE: SVU) announced today a definitive agreement under which it will sell its Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market stores and related Osco and Sav-on in-store pharmacies (collectively, the “Banners”) to AB Acquisition LLC (“AB Acquisition”), an affiliate of a Cerberus Capital Management L.P. (“Cerberus”)-led investor consortium which also includes Kimco Realty Corporation (NYSE: KIM), Klaff Realty LP, Lubert-Adler Partners and Schottenstein Real Estate Group, in a transaction valued at $3.3 billion.
The sale will consist of the acquisition by AB Acquisition of the stock of New Albertsons, Inc. (“NAI”), a wholly-owned subsidiary of SUPERVALU, which owns the Banners, for $100 million in cash (the “Sale”). NAI will be sold to AB Acquisition subject to approximately $3.2 billion in debt, which will be retained by NAI. As part of the transaction, which includes 877 stores across the Banners, AB Acquisition-owned Albertson’s LLC will reunite its Albertson’s stores with the acquired NAI Albertsons stores.
In addition to the Sale, within ten business days of today, a newly-formed acquisition entity owned by a Cerberus-led investor consortium (“Symphony Investors”) will conduct a tender offer for up to 30 percent of SUPERVALU’s outstanding common stock at a purchase price of $4.00 per share in cash (the “Tender Offer”). The Tender Offer represents a 50 percent premium to SUPERVALU’s thirty-day average closing share price as of January 9, 2013, and provides SUPERVALU’s shareholders with the opportunity to maintain an equity stake in SUPERVALU moving forward.
In the event that Symphony Investors does not obtain at least 19.9 percent of the outstanding shares of SUPERVALU common stock pursuant to the Tender Offer, SUPERVALU will be obligated to issue new shares of common stock to Symphony Investors (the “Issuance”) at the Tender Offer price such that after giving effect to the Tender Offer and the Issuance, Symphony Investors would own a number of shares representing at least 19.9 percent of SUPERVALU’s outstanding common stock prior to the Issuance. SUPERVALU also will have the option to issue to Symphony Investors additional new shares of SUPERVALU common stock at the Tender Offer price (the “Optional Issuance”), subject to (i) an overall cap of $250 million on Symphony Investors purchase of common stock pursuant to the Tender Offer, the Issuance and the Optional Issuance (collectively, the “Tender Offer Process”) and (ii) a total issuance of primary common shares of not more than 19.9 percent.
The transactions described above are subject to customary closing conditions, including the fully underwritten refinancing of certain SUPERVALU debt as described below. The closing of the Sale is also conditioned on among other things, the satisfaction of the conditions to the Tender Offer Process, and the closing of Symphony Investors acquisition of SUPERVALU common stock pursuant to the Tender Offer Process is conditioned on, among other things, closing of the Sale. Closing of the Sale and the Tender Offer Process (together the “Transactions”) is expected to occur in the first calendar quarter of 2013. The Transactions are not subject to shareholder approval.
* Hanmi Financial Corporation (Nasdaq: HAFC) has retained DelMorgan & Co. as its financial advisor, and that Hanmi has been engaged and intends to continue to engage in substantive discussions with certain strategic banks and bank holding companies regarding a possible business combination, merger-of-equals or sale transaction. No definitive terms or agreement have been reached at this time and there can be no assurance that any definitive terms will be agreed to or that any definitive agreement will be entered into.
* Fisher Communications, Inc. (NASDAQ: FSCI) announced today that its Board of Directors has decided to explore and evaluate potential strategic alternatives intended to enhance shareholder value, which could result in, among other things, a possible sale of the Company. The Company has retained Moelis & Company as its financial advisor and White & Case LLP and Perkins Coie LLP as its legal counsel.
The Company has not made a decision to pursue any specific strategic transaction or any other strategic alternative, and there is no set timetable for the strategic review process. There can be no assurance that the exploration of strategic alternatives will result in the consummation of any transaction. The Company does not intend to comment further regarding the evaluation of strategic alternatives until such time as the Board has determined the outcome of the process or otherwise has deemed that disclosure is appropriate.
Due to the Board's decision to explore and evaluate strategic alternatives, the Company will delay the date of its 2013 annual meeting of shareholders (the "Annual Meeting") to a date that is not earlier than June 9, 2013. As a result, in accordance with the Company's Amended Bylaws, nominations by shareholders for the election of Company directors at the Annual Meeting, and notice of other proper business, will be due on the later of: (i) the 90th day prior to the Annual Meeting, or (ii) the tenth day following the day on which the notice of the date of the Annual Meeting was mailed to shareholders or such public disclosure was made.
* BlackRock (NYSE: BLK) was said to acquire a $17.6 billion ETF portfolio from Credit Suisse (NYSE: CS). Click here for more color.
To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.
The sale will consist of the acquisition by AB Acquisition of the stock of New Albertsons, Inc. (“NAI”), a wholly-owned subsidiary of SUPERVALU, which owns the Banners, for $100 million in cash (the “Sale”). NAI will be sold to AB Acquisition subject to approximately $3.2 billion in debt, which will be retained by NAI. As part of the transaction, which includes 877 stores across the Banners, AB Acquisition-owned Albertson’s LLC will reunite its Albertson’s stores with the acquired NAI Albertsons stores.
In addition to the Sale, within ten business days of today, a newly-formed acquisition entity owned by a Cerberus-led investor consortium (“Symphony Investors”) will conduct a tender offer for up to 30 percent of SUPERVALU’s outstanding common stock at a purchase price of $4.00 per share in cash (the “Tender Offer”). The Tender Offer represents a 50 percent premium to SUPERVALU’s thirty-day average closing share price as of January 9, 2013, and provides SUPERVALU’s shareholders with the opportunity to maintain an equity stake in SUPERVALU moving forward.
In the event that Symphony Investors does not obtain at least 19.9 percent of the outstanding shares of SUPERVALU common stock pursuant to the Tender Offer, SUPERVALU will be obligated to issue new shares of common stock to Symphony Investors (the “Issuance”) at the Tender Offer price such that after giving effect to the Tender Offer and the Issuance, Symphony Investors would own a number of shares representing at least 19.9 percent of SUPERVALU’s outstanding common stock prior to the Issuance. SUPERVALU also will have the option to issue to Symphony Investors additional new shares of SUPERVALU common stock at the Tender Offer price (the “Optional Issuance”), subject to (i) an overall cap of $250 million on Symphony Investors purchase of common stock pursuant to the Tender Offer, the Issuance and the Optional Issuance (collectively, the “Tender Offer Process”) and (ii) a total issuance of primary common shares of not more than 19.9 percent.
The transactions described above are subject to customary closing conditions, including the fully underwritten refinancing of certain SUPERVALU debt as described below. The closing of the Sale is also conditioned on among other things, the satisfaction of the conditions to the Tender Offer Process, and the closing of Symphony Investors acquisition of SUPERVALU common stock pursuant to the Tender Offer Process is conditioned on, among other things, closing of the Sale. Closing of the Sale and the Tender Offer Process (together the “Transactions”) is expected to occur in the first calendar quarter of 2013. The Transactions are not subject to shareholder approval.
* Hanmi Financial Corporation (Nasdaq: HAFC) has retained DelMorgan & Co. as its financial advisor, and that Hanmi has been engaged and intends to continue to engage in substantive discussions with certain strategic banks and bank holding companies regarding a possible business combination, merger-of-equals or sale transaction. No definitive terms or agreement have been reached at this time and there can be no assurance that any definitive terms will be agreed to or that any definitive agreement will be entered into.
* Fisher Communications, Inc. (NASDAQ: FSCI) announced today that its Board of Directors has decided to explore and evaluate potential strategic alternatives intended to enhance shareholder value, which could result in, among other things, a possible sale of the Company. The Company has retained Moelis & Company as its financial advisor and White & Case LLP and Perkins Coie LLP as its legal counsel.
The Company has not made a decision to pursue any specific strategic transaction or any other strategic alternative, and there is no set timetable for the strategic review process. There can be no assurance that the exploration of strategic alternatives will result in the consummation of any transaction. The Company does not intend to comment further regarding the evaluation of strategic alternatives until such time as the Board has determined the outcome of the process or otherwise has deemed that disclosure is appropriate.
Due to the Board's decision to explore and evaluate strategic alternatives, the Company will delay the date of its 2013 annual meeting of shareholders (the "Annual Meeting") to a date that is not earlier than June 9, 2013. As a result, in accordance with the Company's Amended Bylaws, nominations by shareholders for the election of Company directors at the Annual Meeting, and notice of other proper business, will be due on the later of: (i) the 90th day prior to the Annual Meeting, or (ii) the tenth day following the day on which the notice of the date of the Annual Meeting was mailed to shareholders or such public disclosure was made.
* BlackRock (NYSE: BLK) was said to acquire a $17.6 billion ETF portfolio from Credit Suisse (NYSE: CS). Click here for more color.
To keep up on all the Mergers & Acquisitions data in real-time, go to our new M&A Insider page.
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