Thursday, April 2, 2009
TJX Cos Prices $375M 10 Year Notes
Off-price apparel and housewaresretailer TJX Companies Inc (TJX.N) on Thursday sold $375million of 10-year notes, said IFR, a Thomson Reuters service. Bank of America, JP Morgan and RBS Greenwich Capital were the joint bookrunning managers for the sale.
Anglo American Capital Prices $2B Two Part Sr Notes
Anglo American Capital Plc, thefinancing arm of the mining group Anglo American Plc (AAL.L),on Thursday sold $2.0 billion of two-part senior notes in the144a private placement market, said IFR, a Thomson Reutersservice. Goldman Sachs, Morgan Stanley and RBS were the active
joint bookrunning managers, while BNP Paribas and Barclays were
the passive joint bookrunning managers for the sale.
joint bookrunning managers, while BNP Paribas and Barclays were
the passive joint bookrunning managers for the sale.
Dow Chemical Completes $1.5B Rohm & Haas Buy
Dow Chemical Co (DOW.N) completed its more than $15 billion acquisition of Rohm and Haas (ROH.N) on Wednesday, and immediately sold off Morton Salt as part of a plan to scale back debt stemming from the merger.
Rohm and Haas is the key element in Dow's new Advanced Materials division, which will be headed by Pierre Brondeau as president and chief executive, Dow said.
The division, which includes coatings, building and construction, specialty materials, adhesives and functional polymers, and electronic materials, is intended to achieve $3 billion in additional value growth opportunities, as well as annual cost synergies of $1.3 billion.
Right away, Dow sold the Rohm and Haas salt business, Morton Salt, to Germany's K+S AG (SDFG.DE) in a $1.68 billion deal that it expects to close in mid-2009.
The sale of Morton Salt business, which was founded in 1848, is part of a plan by Dow to lower its debt, which has become an issue for some investors and analysts with the acquistion of Rohm and Haas.
"This sale puts us ahead of schedule on our de-leveraging plan post the close of the Rohm and Haas acquisition," Dow Chief Executive Andrew Liveris said in a statement.
K+S said last month that it was evaluating takeover targets to bolster its salt production, which is second only to state-owned China National Salt Industry Corp, according to 2007 production figures.
But most expected the company to make a bid for Compass Minerals International Inc (CMP.N), the second-biggest U.S. salt producer, behind privately held Cargill.
Earlier on Wednesday, Standard & Poor's lowered its corporate credit and senior unsecured debt ratings on Dow Chemical to the lowest investment grade, BBB-minus, from BBB and left the company under review for further downgrade.
"We believe the (Rohm and Haas) transaction is an important strategic initiative for Dow ... but it will meaningfully stretch the financial profile to a level beyond what we consider consistent with the former ratings," said S&P's credit analyst Kyle Loughlin.
Dow is likely to sell other businesses, either to deleverage or appease anti-trust regulators. Indeed, the company said it has moved to comply with a Federal Trade Commission order to divest several assets and has been actively seeking buyers for the affected businesses.
The company said the FTC required it to divest its Clear Lake, Texas, acrylic acid and esters plant and the related businesses in North, Central, and South America.
It is also selling the UCAR Emulsion Systems specialty latex businesses in North America and the North American hollow plastic pigment business.
Dow also said it has decided to exercise its option to have the Haas Family Trusts make an additional $500 million investment in Dow equity. This is consistent with Dow's plan to retire the bridge loan for the financing of the Rohm and Haas transaction by the end of 2009.
This will be accomplished through the sale of assets, issuance of equity and debt, and the reduction in the company's dividend to preserve cash.
On March 9, Dow Chemical agreed to go through with its purchase of Rohm and Haas, reaching a settlement after the two sides were scheduled to go to a trial over Dow's refusal to close the deal.
The companies said Rohm and Haas shareholders would receive just less than $79 a share -- $78 per share, plus a ticking fee agreed upon in the original deal.
Rohm and Haas is the key element in Dow's new Advanced Materials division, which will be headed by Pierre Brondeau as president and chief executive, Dow said.
The division, which includes coatings, building and construction, specialty materials, adhesives and functional polymers, and electronic materials, is intended to achieve $3 billion in additional value growth opportunities, as well as annual cost synergies of $1.3 billion.
Right away, Dow sold the Rohm and Haas salt business, Morton Salt, to Germany's K+S AG (SDFG.DE) in a $1.68 billion deal that it expects to close in mid-2009.
The sale of Morton Salt business, which was founded in 1848, is part of a plan by Dow to lower its debt, which has become an issue for some investors and analysts with the acquistion of Rohm and Haas.
"This sale puts us ahead of schedule on our de-leveraging plan post the close of the Rohm and Haas acquisition," Dow Chief Executive Andrew Liveris said in a statement.
K+S said last month that it was evaluating takeover targets to bolster its salt production, which is second only to state-owned China National Salt Industry Corp, according to 2007 production figures.
But most expected the company to make a bid for Compass Minerals International Inc (CMP.N), the second-biggest U.S. salt producer, behind privately held Cargill.
Earlier on Wednesday, Standard & Poor's lowered its corporate credit and senior unsecured debt ratings on Dow Chemical to the lowest investment grade, BBB-minus, from BBB and left the company under review for further downgrade.
"We believe the (Rohm and Haas) transaction is an important strategic initiative for Dow ... but it will meaningfully stretch the financial profile to a level beyond what we consider consistent with the former ratings," said S&P's credit analyst Kyle Loughlin.
Dow is likely to sell other businesses, either to deleverage or appease anti-trust regulators. Indeed, the company said it has moved to comply with a Federal Trade Commission order to divest several assets and has been actively seeking buyers for the affected businesses.
The company said the FTC required it to divest its Clear Lake, Texas, acrylic acid and esters plant and the related businesses in North, Central, and South America.
It is also selling the UCAR Emulsion Systems specialty latex businesses in North America and the North American hollow plastic pigment business.
Dow also said it has decided to exercise its option to have the Haas Family Trusts make an additional $500 million investment in Dow equity. This is consistent with Dow's plan to retire the bridge loan for the financing of the Rohm and Haas transaction by the end of 2009.
This will be accomplished through the sale of assets, issuance of equity and debt, and the reduction in the company's dividend to preserve cash.
On March 9, Dow Chemical agreed to go through with its purchase of Rohm and Haas, reaching a settlement after the two sides were scheduled to go to a trial over Dow's refusal to close the deal.
The companies said Rohm and Haas shareholders would receive just less than $79 a share -- $78 per share, plus a ticking fee agreed upon in the original deal.
Wednesday, April 1, 2009
Rosetta Stone IPO Expects To Price Mid April
Rosetta Stone Inc (RST.N), which sells language learning products, set the terms of its planned initial public offering on Wednesday for a deal expected to price in mid-April.
The Arlington, Virginia-based company plans to sell 6.25 million shares at an estimated price of $15 to $17 per share, yielding about $100 million, according to a regulatory filing.
The setting of the terms comes as the languishing U.S. IPO market shows some signs of revival.
Last month, the $828 million IPO of pediatric nutrition maker Mead Johnson Nutrition Co (MJN.N) was the largest in nearly a year, and Chinese videogame maker Changyou.com (CYOU.O), set for pricing Wednesday, has seen strong investor demand for its $120 million IPO, according to people familiar with the deal.
Those factors probably prompted Rosetta Stone to attempt a pricing in a market that seen only two IPOs in the past seven months, an analyst said. Rosetta Stone initially filed for the IPO in September.
It gives the company a strong incentive bonus to bring out its deal," said Scott Sweet, a senior managing director with research firm IPO Boutique.
"High quality IPOs, and those that are showing excellent numbers and have a definite niche, are being looked at favorably," Sweet said.
In 2008, Rosetta Stone's revenues rose 52 percent to $209.4 million from 2007, with net income of $13.9 million.
Rosetta Stone, which provides language instruction services to individuals, companies and schools primarily through CD-ROMs, has attracted attention through an advertising campaign that has featured U.S. Olympic swimming gold medal swimmer Michael Phelps.
Another campaign shows a farmer wanting to learn Italian in an effort to woo a supermodel.
The advertising has lifted Rosetta Stone's visibility and given it an edge over its main competitor, privately-held Berlitz International, Sweet said.
Rosetta Stone will be the first language instruction company to be publicly listed if its IPO prices.
Half of the shares being offered in the Rosetta Stone IPO will be sold by current shareholders.
The IPO's underwriters, led by Morgan Stanley (MS.N) and William Blair & Co, will have the right to purchase up to an additional 937,500 shares of common stock to cover over-allotments.
The Arlington, Virginia-based company plans to sell 6.25 million shares at an estimated price of $15 to $17 per share, yielding about $100 million, according to a regulatory filing.
The setting of the terms comes as the languishing U.S. IPO market shows some signs of revival.
Last month, the $828 million IPO of pediatric nutrition maker Mead Johnson Nutrition Co (MJN.N) was the largest in nearly a year, and Chinese videogame maker Changyou.com (CYOU.O), set for pricing Wednesday, has seen strong investor demand for its $120 million IPO, according to people familiar with the deal.
Those factors probably prompted Rosetta Stone to attempt a pricing in a market that seen only two IPOs in the past seven months, an analyst said. Rosetta Stone initially filed for the IPO in September.
It gives the company a strong incentive bonus to bring out its deal," said Scott Sweet, a senior managing director with research firm IPO Boutique.
"High quality IPOs, and those that are showing excellent numbers and have a definite niche, are being looked at favorably," Sweet said.
In 2008, Rosetta Stone's revenues rose 52 percent to $209.4 million from 2007, with net income of $13.9 million.
Rosetta Stone, which provides language instruction services to individuals, companies and schools primarily through CD-ROMs, has attracted attention through an advertising campaign that has featured U.S. Olympic swimming gold medal swimmer Michael Phelps.
Another campaign shows a farmer wanting to learn Italian in an effort to woo a supermodel.
The advertising has lifted Rosetta Stone's visibility and given it an edge over its main competitor, privately-held Berlitz International, Sweet said.
Rosetta Stone will be the first language instruction company to be publicly listed if its IPO prices.
Half of the shares being offered in the Rosetta Stone IPO will be sold by current shareholders.
The IPO's underwriters, led by Morgan Stanley (MS.N) and William Blair & Co, will have the right to purchase up to an additional 937,500 shares of common stock to cover over-allotments.
Manulife Financial Announces $600M Note Offering
Manulife Financial Corporation (the "Company") intends to issue up to $600 million principal amount of medium term notes constituting senior indebtedness pursuant to its medium term note program.
The medium term notes, to be offered on a best efforts basis through an agency syndicate led by RBC Dominion Securities Inc. and Scotia Capital Inc., are expected to be issued on April 8, 2009. The notes will pay a fixed rate of 7.768 per cent until maturity on April 8, 2019.
The notes will be direct unsecured obligations of the Company and will rank equally with all other unsecured indebtedness of the Company that is not subordinated. The net proceeds of the offering will re-finance indebtedness of a subsidiary that was repaid upon maturity from internal resources in December 2008, and will be utilized for general corporate purposes of the Company, including investments in subsidiaries.
The Company intends to file in Canada a pricing supplement to its short form base shelf prospectus dated March 12, 2007 and prospectus supplement dated March 27, 2007 (as amended by amendment no. 1 dated December 8, 2008 to the prospectus supplement) in respect of this issue. Details of the offering will be set out in the prospectus, which will be available on the SEDAR website for the Company at www.sedar.com.
The medium term notes have not been and will not be registered in the United States under the Securities Act of 1933, as amended, and may not be offered, sold or delivered in the United States or to U. S. Persons absent registration or applicable exemption from the registration requirement of such Act. This press release does not constitute an offer to sell or a solicitation to buy the medium term notes in the United States.
The medium term notes, to be offered on a best efforts basis through an agency syndicate led by RBC Dominion Securities Inc. and Scotia Capital Inc., are expected to be issued on April 8, 2009. The notes will pay a fixed rate of 7.768 per cent until maturity on April 8, 2019.
The notes will be direct unsecured obligations of the Company and will rank equally with all other unsecured indebtedness of the Company that is not subordinated. The net proceeds of the offering will re-finance indebtedness of a subsidiary that was repaid upon maturity from internal resources in December 2008, and will be utilized for general corporate purposes of the Company, including investments in subsidiaries.
The Company intends to file in Canada a pricing supplement to its short form base shelf prospectus dated March 12, 2007 and prospectus supplement dated March 27, 2007 (as amended by amendment no. 1 dated December 8, 2008 to the prospectus supplement) in respect of this issue. Details of the offering will be set out in the prospectus, which will be available on the SEDAR website for the Company at www.sedar.com.
The medium term notes have not been and will not be registered in the United States under the Securities Act of 1933, as amended, and may not be offered, sold or delivered in the United States or to U. S. Persons absent registration or applicable exemption from the registration requirement of such Act. This press release does not constitute an offer to sell or a solicitation to buy the medium term notes in the United States.
Fidelity Natl Info Svc Buys Metavante Tech for $2.9B
Fidelity National Information Services, Inc. (NYSE: FIS) and Metavante Technologies, Inc. (NYSE: MV) today announced that the boards of directors of both companies have approved a definitive agreement under which FIS will acquire Metavante. Under the terms of the agreement, Metavante shareholders will receive a fixed exchange ratio of 1.35 shares of FIS common stock for each share of Metavante common stock they own. The pro forma enterprise value of the combined company is approximately $10 billion.
The combination creates an industry leader with enhanced growth prospects. FIS is a leading provider of core and transaction processing services, card issuer solutions and outsourcing services to more than 14,000 financial institutions worldwide. Metavante is a leading provider of banking and payments technologies to approximately 8,000 financial services firms and businesses. Together, the combined company will provide one of the most comprehensive ranges of integrated products and services, across more markets and more geographies worldwide than any other provider in the industry.
The pro forma financial implications are compelling. FIS and Metavante serve complementary customer bases and have highly diversified and recurring revenue streams. In 2008, the companies generated pro forma combined revenue of $5.2 billion, adjusted EBITDA of $1.3 billion and free cash flow of more than $500 million. As a result of the combination, FIS anticipates it will achieve cost synergies of approximately $260 million. The increased global scale and expected cost savings are expected to generate significant margin expansion. The transaction is expected to be accretive to adjusted earnings per share in 2010.
"The combined scale, complementary product capabilities and market breadth of these two great companies will drive significant competitive advantages in the increasingly dynamic marketplace," stated William P. Foley, II, chairman of FIS. "This transaction will further strengthen FIS's competitive position as a leading global provider of technology solutions and enable us to generate increased value for shareholders and customers," added Lee A. Kennedy, FIS president and chief executive officer.
"By bringing these two companies together, we expect to accelerate revenue growth, drive higher profitability, and create greater financial flexibility for growth investments and acquisitions," said Frank R. Martire, Metavante's current chairman and chief executive officer. "In addition, the size, scope and geographic reach of the combined company will offer even greater opportunities to our employees, world-wide."
The leadership team will be comprised of executives from both companies with broad industry experience and strong management depth. Mr. Foley will serve as chairman of the board of FIS. Mr. Kennedy will serve as executive vice chairman of the board with responsibility for integrating the two companies, and Mr. Martire will be named president and chief executive officer of FIS. Reporting to Mr. Martire will be Gary A. Norcross as chief operating officer (current COO of FIS) and Michael D. Hayford as chief financial officer (current president and COO of Metavante). George P. Scanlon (current chief financial officer of FIS) will serve as executive vice president of finance. Following the completion of the transaction, the board of directors will consist of six FIS board members and three Metavante directors. FIS's headquarters will remain in Jacksonville, Florida.
Additional Transaction Details
The transaction will be structured as a tax-free reorganization whereby Metavante will be merged with and into a newly formed subsidiary of FIS. Based on the 1.35 fixed exchange ratio, FIS would issue approximately 162 million basic shares to Metavante shareholders. In addition, a simultaneous equity investment by affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. in FIS common stock will result in approximately 16 million additional newly issued shares. At closing, the combined company would have approximately 374 million fully diluted shares outstanding. The requisite Metavante lenders have agreed to waive their change of control provisions and permit the merger to proceed. After giving effect to the transaction, the combined company is projected to have approximately $3.8 billion of debt outstanding at closing, including $1.45 billion of debt to be incurred and assumed in connection with the acquisition and will have improved financial leverage and credit statistics.
Approvals and Anticipated Closing
The transaction is subject to approval by FIS and Metavante shareholders, receipt of regulatory approvals and the satisfaction of customary closing conditions. Metavante said that its largest shareholder, an entity affiliated with Warburg Pincus that currently owns 25% of the outstanding common stock of Metavante, has entered into a Support Agreement with FIS pursuant to which it has agreed, subject to the terms and conditions of the Support Agreement, to vote in favor of the transaction. Upon completion of the deal, Warburg Pincus will be the largest single shareholder of the new company with approximately 11% ownership and will have board representation. FIS and Metavante expect to complete the transaction in the third quarter of 2009.
2009 Guidance
FIS will update its fiscal 2009 guidance to include the acquisition of Metavante following the completion of the transaction. Separately, FIS and Metavante have reiterated the respective guidance each had previously provided in February 2009.
Advisors
Banc of America Securities LLC and Goldman, Sachs & Co. acted as financial advisors to FIS and Wachtell, Lipton, Rosen & Katz provided legal counsel. Barclays Capital acted as financial advisor to Metavante, while Kirkland & Ellis LLP and Quarles & Brady LLP provided legal counsel.
The combination creates an industry leader with enhanced growth prospects. FIS is a leading provider of core and transaction processing services, card issuer solutions and outsourcing services to more than 14,000 financial institutions worldwide. Metavante is a leading provider of banking and payments technologies to approximately 8,000 financial services firms and businesses. Together, the combined company will provide one of the most comprehensive ranges of integrated products and services, across more markets and more geographies worldwide than any other provider in the industry.
The pro forma financial implications are compelling. FIS and Metavante serve complementary customer bases and have highly diversified and recurring revenue streams. In 2008, the companies generated pro forma combined revenue of $5.2 billion, adjusted EBITDA of $1.3 billion and free cash flow of more than $500 million. As a result of the combination, FIS anticipates it will achieve cost synergies of approximately $260 million. The increased global scale and expected cost savings are expected to generate significant margin expansion. The transaction is expected to be accretive to adjusted earnings per share in 2010.
"The combined scale, complementary product capabilities and market breadth of these two great companies will drive significant competitive advantages in the increasingly dynamic marketplace," stated William P. Foley, II, chairman of FIS. "This transaction will further strengthen FIS's competitive position as a leading global provider of technology solutions and enable us to generate increased value for shareholders and customers," added Lee A. Kennedy, FIS president and chief executive officer.
"By bringing these two companies together, we expect to accelerate revenue growth, drive higher profitability, and create greater financial flexibility for growth investments and acquisitions," said Frank R. Martire, Metavante's current chairman and chief executive officer. "In addition, the size, scope and geographic reach of the combined company will offer even greater opportunities to our employees, world-wide."
The leadership team will be comprised of executives from both companies with broad industry experience and strong management depth. Mr. Foley will serve as chairman of the board of FIS. Mr. Kennedy will serve as executive vice chairman of the board with responsibility for integrating the two companies, and Mr. Martire will be named president and chief executive officer of FIS. Reporting to Mr. Martire will be Gary A. Norcross as chief operating officer (current COO of FIS) and Michael D. Hayford as chief financial officer (current president and COO of Metavante). George P. Scanlon (current chief financial officer of FIS) will serve as executive vice president of finance. Following the completion of the transaction, the board of directors will consist of six FIS board members and three Metavante directors. FIS's headquarters will remain in Jacksonville, Florida.
Additional Transaction Details
The transaction will be structured as a tax-free reorganization whereby Metavante will be merged with and into a newly formed subsidiary of FIS. Based on the 1.35 fixed exchange ratio, FIS would issue approximately 162 million basic shares to Metavante shareholders. In addition, a simultaneous equity investment by affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. in FIS common stock will result in approximately 16 million additional newly issued shares. At closing, the combined company would have approximately 374 million fully diluted shares outstanding. The requisite Metavante lenders have agreed to waive their change of control provisions and permit the merger to proceed. After giving effect to the transaction, the combined company is projected to have approximately $3.8 billion of debt outstanding at closing, including $1.45 billion of debt to be incurred and assumed in connection with the acquisition and will have improved financial leverage and credit statistics.
Approvals and Anticipated Closing
The transaction is subject to approval by FIS and Metavante shareholders, receipt of regulatory approvals and the satisfaction of customary closing conditions. Metavante said that its largest shareholder, an entity affiliated with Warburg Pincus that currently owns 25% of the outstanding common stock of Metavante, has entered into a Support Agreement with FIS pursuant to which it has agreed, subject to the terms and conditions of the Support Agreement, to vote in favor of the transaction. Upon completion of the deal, Warburg Pincus will be the largest single shareholder of the new company with approximately 11% ownership and will have board representation. FIS and Metavante expect to complete the transaction in the third quarter of 2009.
2009 Guidance
FIS will update its fiscal 2009 guidance to include the acquisition of Metavante following the completion of the transaction. Separately, FIS and Metavante have reiterated the respective guidance each had previously provided in February 2009.
Advisors
Banc of America Securities LLC and Goldman, Sachs & Co. acted as financial advisors to FIS and Wachtell, Lipton, Rosen & Katz provided legal counsel. Barclays Capital acted as financial advisor to Metavante, while Kirkland & Ellis LLP and Quarles & Brady LLP provided legal counsel.
Subscribe to:
Posts (Atom)
