Linn Energy LLC to buy the mid-continent oil and gas properties of Dominion Resources Inc. for $2.05 billion
Linn, focused on the development, exploitation, and acquisition of natural gas properties, will receive oil and gas properties that will provide it with a balanced portfolio of long-life producing reserves and high quality resource and exploitation plays complementing Linn’s current assets and development strategy. Dominion’s strategy involves divesting its exploration and production operations and concentrating on energy infrastructure. Linn intends to finance the transaction with private placement of equity securities valued at $1.5 billion, and expects the transaction to be accretive to earnings and to increase distributable cash flow by $2.52 per unit in the beginning of the fourth quarter. The transaction is expected to close in the third quarter pending receipt of financing and customary closing conditions.
Seller financial advisor: JPMorgan; Juniper Advisory; Lehman Brothers
Bidder financial advisor: Citigroup; Jefferies & Company; RBC Capital Markets
Seller legal advisor: Baker Botts; McGuireWoods (Advising seller)
Bidder legal advisor: Vinson & Elkins
CVC Capital Partners Ltd. to buy Samsonite Corp. from Ares Management LLC, Bain Capital LLC, and Ontario Teachers Pension Plan for $1.54 billion
United Kingdom-based CVC Capital Partners Limited, the UK based private equity firm, has agreed to pay $1.49 per share in cash, a premium of about 12 percent. As part of the deal, CVC will assume approximately $430.6m of Samsonite debt. The private equity concerns own about 85 percent of Samsonite, with remaining 15 percent public. The capital structure of the deal is one-third equity and two-thirds debt. CVC sees a significant potential to continue to grow the business, in particular in Asia, where Samsonite has established sizable businesses in key growth markets. The transaction is expected to close in the fourth quarter pending regulatory approvals from authorities in the U.S. and Europe, and on other customary closing conditions.
Seller financial advisor: Merrill Lynch
Bidder financial advisor: Lehman Brothers; UBS
Seller legal advisor: Skadden Arps Slate Meagher & Flom; Kirkland & Ellis (Advising seller)
Bidder legal advisor: Paul Weiss Rifkind Wharton & Garrison; SJ Berwin
Macquarie Communications Infrastructure Group (MCG); and Macquarie Infrastructure Partners to buy Global Tower Partners from Blackstone for $1.42 billion
Global Tower Partners owns, develops, and provides leasing and management services for antenna sites for the wireless industry. Macquarie Communications (MCG) is an Australia-based investor in communications infrastructure, while Macquarie Infrastructure (MIP) is a U.S.-based diversified fund focusing on infrastructure investments. Terms call for MCG to purchase a 28.7-percent stake in Global Tower, with MIP owning 56.2 percent stake, and management retaining a 4.5 percent holding, and the balance of a 4-percent and 6.6-percent stake to be respectively acquired by other Macquarie entities. The acquisition will be funded by a combination of $906 million equity, existing Global Tower debt, and subordinated debt. Management will contribute $39.5 million, while MCG contributes $261.5 million and other Macquarie consortium members contribute $604.9 million. MCG’s strategy is to expand its infrastructure assets and services, and gain entry in the U.S. services market. Global Tower has a portfolio of 2,500 towers and 4,600 roof-top sites. The transaction is expected to accretive to the cash flow. Global’s revenue was $77.3 million and its EBITDA $41.2 million for 2006. The transaction is subject to customary closing conditions and consent of Committee on Foreign Investment in the U.S., which is expected to be received within 30 days.
Seller financial advisor: Blackstone Group Holdings; Morgan Stanley
Bidder financial advisor: Macquarie Bank
Seller legal advisor: Simpson Thacher & Bartlett
Bidder legal advisor: Spradley & Riesmeyer; Weil Gotshal & Manges