MERGERS ACQUISITIONS Morgan Keegan

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					                                                                                                                 MERGERS, ACQUISITIONS
                                                                                                                   AND DIVESTITURES

                   Exclusive Sale Assignment                                                                             Exclusive Sale Assignment
   Case Study: Private Equity Group – Portfolio Company Sale                                                          Case Study: Private Company Sale

Roadrunner Freight Systems, Inc., a portfolio                                                    The Gilbert Companies, a leading third-
company of Nautic Partners LLC, has been                                                         party logistics provider and niche air freight
acquired by American Capital Strategies Ltd.,                                                    forwarder, has been acquired by P&O
a publicly traded buyout and mezzanine fund              Roadrunner Freight Systems              Nedlloyd, a premier global shipping line
with capital resources of approximately $1.8                                                     and international logistics provider.
                                                              a portfolio company of
billion invested in over 90 middle-market                                                                                                                       Gilbert Companies
companies in a wide range of industries.                                                         The Gilbert Companies provides non-asset
                                                                                                 based logistics and transportation services                    have been acquired by
Roadrunner Freight Systems is a non-asset                                                        to leading retailers, wholesalers and
based provider of transportation services that                 has been acquired by              manufacturers.        Key to the Gilbert
specializes in consolidating less-than-                                                          Companies’ operations are its value-added
truckload     shipments     into    truckload                                                    warehouses and freight consolidating
shipments, and transporting these shipments                                                      facilities it operates on the east and west                  The undersigned acted as
to destinations over 500 miles away without                  The undersigned acted as            coasts of the United States. The Gilbert                        financial advisor to
                                                        financial advisor to Nautic Partners     Companies generated annual revenues of                        the Gilbert Companies
the need for intermediate handling.
                                                         and Roadrunner Freight Systems          approximately $80 million in 2001.
Nautic Partners is a private equity firm                MORGAN             KEEGAN                                                                         MORGAN            KEEGAN
headquartered in Providence, Rhode Island,                                                       P&O Nedlloyd is one of the largest
formed by professionals from Fleet Equity                                                        container carriers in the world. This
Partners and Chisholm Partners. The firm                                                         acquisition complements P&O Nedlloyd’s
focuses on a variety of industries including                                                     strategy to support maritime intensive
business services, healthcare, manufacturing,                                                    supply chains, linking all other transport
media and telecommunications services, and                                                       modes and creating value by integrating
has approximately $2 billion of capital under                                                    primary overseas sourcing with secondary
management.                                                                                      delivery and distribution.
                                                                                                                                                                            Air Freight Forwarding




Morgan Keegan’s Role: Morgan Keegan was retained by Nautic Partners on an                        Morgan Keegan’s Role: Morgan Keegan was retained by the Gilbert Companies on an
exclusive basis to sell or recapitalize the company. Morgan Keegan orchestrated a                exclusive basis to sell or recapitalize the company. Morgan Keegan orchestrated a
comprehensive competitive process that included developing compelling marketing                  comprehensive competitive process that included developing compelling marketing
materials, personally contacting both strategic and financial buyers, coordinating meetings,     materials, personally contacting both strategic and financial buyers, coordinating meetings,
negotiating the terms of the transaction, facilitating due diligence and assisting in drafting   negotiating the terms of the transaction, facilitating due diligence, and assisting in drafting
the definitive agreement and closing.                                                            the definitive agreement and closing.



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                                                                                                             MERGERS, ACQUISITIONS
                                                                                                               AND DIVESTITURES

                        Exclusive Sale Assignment                                                             Exclusive Sale Assignment
                     Case Study: Corporate Divestiture                                           Case Study: Public Company Sale and Fairness Opinion

AutoZone, Inc. (NYSE: AZO), the nation's                                                     Union Pacific Corporation (NYSE: UNP),
largest auto parts retailer, has sold TruckPro,                                              owner of the Union Pacific Railroad and
its heavy-duty truck parts subsidiary, to a                                                  Overnite Transportation, announced that it
group of investors led by Paratus Capital                                                    completed the purchase of Motor Cargo
Management of Boston and New York.                                                           Industries, Inc. (NASDAQ: CRGO). Based
                                                               a subsidiary of               on Union Pacific’s closing share price on
TruckPro, Inc., based in Memphis, TN, is a                                                   November 30, 2001, the purchase price was
                                                                                             approximately      $98.6   million    and              Motor Cargo Industries
leading distributor and retailer of heavy-duty
truck parts with 49 stores located throughout                                                represented a 44% premium to Motor                       has been acquired by
15 states in the midwestern and southeastern                                                 Cargo’s share price the day before the
                                                             has sold its assets to          transaction was announced.
United States with a central distribution center
located in Memphis.        TruckPro sells its
products to national and regional truck fleets,                                              Motor Cargo Industries is a regional less-
owner operators and independent repair                                                       than-truckload carrier based in Salt Lake
                                                          The undersigned served as                                                            The undersigned served as financial
shops.                                                  financial advisor to AutoZone        City, Utah, operates in 10 Western states
                                                                                                                                                advisor to Motor Cargo Industries
                                                                                             and had sales of $131 million in 2000.
TruckPro operates in the highly fragmented             MORGAN             KEEGAN             Overnite Transportation is a regional less-        MORGAN            KEEGAN
$13 billion aftermarket for heavy-duty parts                                                 than-truckload carrier based in Richmond,
for Class 6 through 8 vehicles, including fleet,                                             Virginia, has 166 terminals concentrated
farm, construction, school buses, refuse,                                                    east of the Mississippi river, and had sales of
utilities and county/state road equipment.                                                   more than $1.0 billion in 2000. This
The Company is nationally recognized for the                                                 transaction enabled Overnite to expand its
high quality and breadth of its brake and                                                    business to the West.
engine maintenance product lines




                                                                                             Morgan Keegan’s Role: Morgan Keegan served as the lead underwriter of Motor
                                                                                             Cargo’s initial public stock offering in November 1997. Since then, Morgan Keegan’s
Morgan Keegan’s Role: AutoZone engaged Morgan Keegan to assist in the divestiture            investment bankers worked with Motor Cargo’s management on a variety of matters
of its TruckPro subsidiary. Morgan Keegan managed a comprehensive process assisting          including potential acquisitions. Morgan Keegan acted as financial advisor to Motor
the Company in each stage of the transaction including identification of potential buyers,   Cargo in connection with the acquisition by Union Pacific and rendered a fairness
introduction, negotiation, structuring, financing and closing.                               opinion to Motor Cargo’s Board of Directors.



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                                                                                                            MERGERS, ACQUISITIONS
                                                                                                              AND DIVESTITURES

                     Exclusive Sale Assignment                                                                 Exclusive Sale Assignment
                  Case Study: Corporate Divestiture                                                 Case Study: Private Company Restructuring/Sale

Transaction Announcement: Carrier                                                            Rocor International, Inc., which conducts
Corporation has divested the assets of                                                       business as Rocor Transportation, sold
its operating division Granby Steel                                                          substantially all its assets to Prime, Inc. for
Tanks to an affiliate of Torquest                      Carrier Corporation                   approximately $75 million (including
Partners Inc.                                           has divested the assets of           assumed equipment leases). The U.S.
                                                                                             Bankruptcy Court in Oklahoma City
Granby Steel Tanks, based in Granby,                                                         oversaw the sale proceedings.                            Rocor International
Québec, is a leading manufacturer of
steel tanks used for fuel storage with                                                       Rocor is a temperature-controlled truckload                has been acquired by
residential and light-commercial oil-                       to an affiliate of               carrier headquartered in Oklahoma City. At
fired furnaces and boilers.                                                                  the time of sale, Rocor had approximately
                                                                                             800 drivers including over 200 owner-
Carrier Corporation has over 39,000                     The undersigned acted as             operators. In addition to its truckload                  The undersigned acted as
employees and is the world’s largest                      financial advisor to               operations, Rocor also has a substantial                    financial advisor to
manufacturer     of     heating,     air                  Carrier Corporation                freight brokerage operation. For the year                   Rocor International
conditioning and refrigeration systems                                                       ended December 31, 2001, Rocor had total
and equipment. Carrier is a wholly-                 MORGAN             KEEGAN                revenues of $161 million.                            MORGAN            KEEGAN
owned      subsidiary    of      United
Technologies Corporation (NYSE:                                                              Prime Inc., headquartered in Springfield,
UTX).                                                                                        Missouri, provides refrigerated, flatbed, and
                                                                                             tanker truckload transportation through its
Torquest Partners Inc. is a Toronto-                                                         fleet of 2,000 tractors, over 2,000
based private equity group that pursues                                                      refrigerated trailers, and 575 flatbed trailers.
investments in middle and later-stage                                                        Prime also offers LTL, brokerage, logistics,
businesses in a variety of industries.                                                       and intermodal services through its logistics
                                                                                             and intermodal divisions.                                  Prime, Inc.
                                                                                                                                                        Prime, Inc.


Morgan Keegan’s Role: Morgan Keegan acted as financial advisor to Carrier                    Morgan Keegan’s Role: Pursuant to Bankruptcy Court Order, Rocor retained Morgan
Corporation in connection with this transaction. Morgan Keegan managed a                     Keegan to explore the company’s strategic alternatives, which included the sale of assets
comprehensive and efficient process and assisted Carrier in each stage of the transaction,   under Section 363 of the Bankruptcy Code.         Morgan Keegan developed marketing
including the preparation of marketing materials, identification of and introduction to      materials, identified and approached potential bidders, and provided expert testimony in
potential buyers as well as negotiating, structuring and closing the transaction. This was   this Court-supervised transaction.
the third divestiture completed by Morgan Keegan for Carrier in 2002.


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                                                                                                                MERGERS, ACQUISITIONS
                                                                                                                  AND DIVESTITURES

                        Exclusive Sale Assignment                                                                            Exclusive Sale Assignment
                     Case Study: Management Buyout                                                                          Case Study: Recapitalization

Town & Country Food Stores, Inc.,                                                               Transaction Announcement: Brazos
headquartered in San Angelo, Texas, is a                                                        Private Equity Partners, LLC, has acquired
leading    independent     operator    of                                                       CoMark Building Systems, Inc., a leading
convenience stores in West Texas and                                                            specialty manufacturer of commercial grade
eastern New Mexico.       The Company                                                           modular buildings.
operates 134 convenience stores under the                                                                                                                  has been acquired by
name Town & Country Village Markets.                       Town & Country                       CoMark’s buildings are designed to meet
Founded in 1965, the Company has                           Food Stores, Inc.                    the needs of a wide variety of end users and
revenue of approximately $300 million and                                                       applications in a number of different market
                                                            has been acquired by                segments,        including        dormitories,
over 1,800 employees.
                                                                                                classrooms, offices, medical and dental
The vast majority of the Company's stores               TCFS Holdings, Inc.                     clinics, laboratories, school complexes,
are open 24 hours a day and are strategically             in a management buyout                computer labs, daycare facilities, commercial
located on main thoroughfares or other                                                          banks, retail stores, sales centers and            The undersigned served as financial
highly visible sites that are easily accessible   The undersigned served as financial advisor   churches. The company is located in              advisor to CoMark Building Systems, Inc.
with ample parking for quick in-and-out              to Town & Country Food Stores, Inc.
                                                                                                DeSoto, Texas, approximately 15 miles
shopping.      T&C’s stores are generally                                                       south of downtown Dallas.
                                                     MORGAN               KEEGAN                                                                    MORGAN            KEEGAN
freestanding buildings with recognizable
interiors and exteriors of similar design and                                                   Brazos Private Equity Partners, LLC
distinctive colors that, together with the                                                      ("Brazos Partners" or the "Firm") is a
Company’s brand name, distinguish its                                                           Dallas-based private investment firm that
stores from those of its competitors.                                                           specializes in leveraged acquisitions and
Town & Country accepted an undisclosed                                                          recapitalizations of small to medium-sized
offer from its senior management team to                                                        companies that offer the potential for
purchase the Company.         Acquisition                                                       substantial capital appreciation.
financing was provided by American
Commercial Capital.

Morgan Keegan’s Role: Morgan Keegan served as financial advisor to                              Morgan Keegan’s Role: Morgan Keegan served as financial advisor to
Town & Country Food Stores, Inc. In addition, Morgan Keegan assisted                            CoMark, assisting the company in each stage of the transaction including
the management team in their acquisition process.                                               identification of potential buyers, introduction, negotiation, structuring,
                                                                                                financing and closing.



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