Transactions
& Case Studies

August 2012


Undisclosed

Portfolio Monetization & Fund Recapitalization
Exclusive Financial Advisor to Willis Stein & Partners III, L.P. on its Portfolio Monetization and Fund Recapitalization

On August 27, 2012, Willis Stein & Partners (“Willis Stein”), a Chicago-based middle market private equity firm, completed an innovative transaction to provide cash liquidity to limited partners (“LPs”) of its third and most recent fund, Willis Stein & Partners III, L.P. (the “Fund”). LPs were also permitted to elect to retain an investment in certain portfolio companies in order to benefit from their continued growth. The Fund was raised in 2000 with $1.8 billion in commitments and, at the time of Moelis & Company’s engagement in January 2012, was operating in its second of three one-year extensions. As an alternative to a third fund extension or liquidation of the remaining assets, Moelis & Company structured this transaction to address the varying objectives of a diverse group of existing investors, including a liquidity option at an attractive price. This was the third transaction that Moelis & Company completed in 2012 for Willis Stein or its portfolio companies, demonstrating our commitment to building long-term client relationships. Moelis & Company acted as exclusive financial advisor to the Fund.

May 2012


$1.5 billion

Chapter 11 Reorganization
Financial advisor to General Maritime Corporation on its $1.5 billion Chapter 11 Reorganization

On May 17, 2012, General Maritime Corporation (“General Maritime”), a leading crude and products tanker company, successfully emerged from Chapter 11 Bankruptcy. The consensual reorganization among debtors, creditors and plan sponsor significantly strengthened the company’s balance sheet and enhanced its strategic flexibility. General Maritime filed for Chapter 11 protection on November 17, 2011, after securing a lock-up with over 2/3 of its senior secured first lien lenders and plan sponsor on the terms of a comprehensive financial restructuring. As a result, the debtors were able to expeditiously engage with the remaining key creditors to secure a global settlement allowing for an exit from Chapter 11 within six months. As part of the plan of reorganization, General Maritime reduced its debt burden by approximately $600 million and received a $175 million new equity investment from the plan sponsor. Moelis & Company acted as financial advisor to General Maritime on the expeditious six-month Chapter 11 process, which minimized operational disruption and represented the largest Chapter 11 Bankruptcy restructuring in the shipping industry in 2012. Additionally, General Maritime is the first major global shipping operator to successfully attract new capital and emerge from Chapter 11 with a significantly deleveraged capital structure.

March 2012


$3.4 billion

Combination with Alleghany Corporation
Financial advisor to Transatlantic Holdings, Inc. on its $3.4 billion combination with Alleghany Corporation

On November 21, 2011, Transatlantic Holdings, Inc. (NYSE:TRH, “Transatlantic”) agreed to combine with Alleghany Corporation (NYSE:Y, “Alleghany”) creating an industry leader in U.S. excess and surplus lines and global specialty reinsurance with significant underwriting diversification by product and geography at an implied valuation of $59.79 per Transatlantic share, or approximately $3.4 billion. Transatlantic initially announced a merger transaction with Allied World on June 12, 2011. Subsequent to this annoucement, Transatlantic received an unsolicited acquisition proposal from Validus Holdings (NYSE:VR, “Validus”) and an all-cash offer from Berkshire Hathaway. Transatlantic terminated the merger agreement with Allied World on September 16, 2011 and began active discussions with several potential bidders. Moelis & Company acted as financial advisor to Transatlantic and was integral in negotiating an exchange ratio and cash consideration that represents a 36% premium to Transatlantic’s closing stock price on June 10, 2011, the last trading day before public announcement of the since-terminated merger agreement with Allied World Assurance Company Holdings, AG (NYSE:AWH, “Allied World”), and a premium of 10% to the Transatlantic closing stock price on November 18, 2011. The transaction successfully closed in March 2012.

December 2011


A$11.7 billion

Acquisition of Foster's Group Limited
Financial advisor to SABMiller plc on its A$11.7 billion acquisition of Foster’s Group Limited

On December 16, 2011, SABMiller plc (“SABMiller,” LSE: SAB, JSE: SAB), one of the world’s largest brewers, with more than 200 beer brands and more than 70,000 employees in over 75 countries worldwide, acquired Foster’s Group Limited (“Foster’s Group,” ASX:FGL), an Australian-based producer and marketer of beer and cider. Court approval of the transaction followed a Foster’s Group shareholders meeting at which the acquisition was approved by 99.1% of current shareholders. Execution of the transaction scheme of arrangement was a noteworthy success after SABMiller’s initial proposal to acquire Foster’s Group for $4.90 per share in June 2011 became hostile in August 2011. Under the approved transaction, Foster’s Group’s ordinary shareholders received total cash consideration of A$5.40 per share, representing an enterprise value of A$11.7 billion. Moelis & Company acted as financial advisor to SABMiller.

June 2011


$9.4 billion

Sale of U.S assets and platform to Blackstone Real Estate Partners VI, L.P.
Trusted advisor to Centro Properties Group

On March 1, 2011, Centro Properties Group (“Centro” or “CNP”), Australia’s largest manager of retail property investment syndicates with 123 shopping centers in its Australian portfolio as well as 600 retail locations in the United States, announced the sale of its U.S. assets and platform, and intention to pursue a debt restructuring and a potential merger of its Australian interests. CNP and its managed funds entered into a binding stock purchase agreement to sell the Centro U.S. platform to BRE Retail Holdings, LLC, an affiliate of Blackstone Real Estate Partners VI, L.P. for an enterprise value of approximately $9.4 billion. Proceeds will be used to repay debt in accordance with CNP’s existing Stabilization Agreement.

On August 9, 2011, Centro announced that it had entered into an Implementation Agreement which sets out the terms of a restructuring proposal as agreed between more than 83% of CNP’s senior lenders as well as three funds in which CNP manages and holds investment interests: Centro Retail Trust (“CER”), Direct Property Fund (“DPF”) and Centro Australia Wholesale Fund (“CAWF”). The proposal involves a A$5.0 billion merger of the Centro Group’s Australian assets in conjunction with the cancellation of CNP’s senior debt of A$3.4 billion.

Moelis & Company brought together an integrated team of professionals in the U.S. and Australia with backgrounds in Restructuring, Mergers and Acquisitions and Real Estate to drive effective results. Moelis & Company acted as joint sale advisor to Centro on the sale of its U.S. interests and continues to act as restructuring advisor to CNP.

June 2011


$1.3 billion

Initial Public Offering
Exclusive financial advisor to Samsonite International S.A. on its $1.3 billion initial public offering

On June 16, 2011, Samsonite International S.A. (“Samsonite”), the world’s largest travel luggage company by retail sales value in 2010, successfully listed on the Hong Kong Stock Exchange. The offering consisted of 18% primary shares and 82% secondary shares, with a 15% greenshoe option. The offering was launched with a price range of HKD13.50-17.50, and the final price was set at HKD14.50, implying a pre-greenshoe deal size of $1.3 billion at a valuation of 18.3x 2011PE, and a market capitalization of $2.6 billion at the time of listing.

Moelis & Company was selected as exclusive financial advisor by Samsonite and CVC through a competitive process held in January 2011 and played a key role in the listing, including:

  • Advising on selection of banks, formation of underwriting syndicate and negotiation of underwriting fees and engagement terms
  • Advising on offering structure, timing, valuation considerations and Hong Kong execution process
  • Consolidating joint bookrunners’ pre-deal investor education and roadshow investor feedback and validating through independent checks
  • Advising on pricing and allocation with joint bookrunners including Goldman Sachs, HSBC, Morgan Stanley, UBS and RBS

Moelis & Company contributed significantly to the seamless execution of the IPO with the initial A-1 listing application submitted within four months and approval received from the Hong Kong Stock Exchange for Samsonite’s listing granted within 10 weeks of submission.