Transactions
& Case Studies

June 2013


$28 billion

Sale to 3G Capital and Berkshire Hathaway
Financial Advisor to the Transaction Committee of the Board of Directors of Heinz on its $28 billion sale to 3G Capital and Berkshire Hathaway

On February 14, 2013, H.J. Heinz Company (“Heinz”), one of the world’s most iconic food companies, agreed to be acquired by an investment consortium comprised of 3G Capital and Berkshire Hathaway. Under the terms of the agreement, which was unanimously approved by Heinz’s Board of Directors, Heinz shareholders received $72.50 in cash for each share of common stock owned, in a transaction valued at $28 billion including the assumption of Heinz’s outstanding debt. The per share price represents a 20% premium to Heinz’s closing share price of $60.48 on February 13, 2013 and a 19% premium to Heinz’s all-time high share price. The transaction was financed through a combination of cash provided by Berkshire Hathaway and affiliates of 3G Capital, rollover of existing debt, as well as debt financing. The deal was among the largest transactions ever in the food industry and the largest leveraged buyout since 2007. Moelis & Company acted as financial advisor to the Transaction Committee of the Board of Directors of Heinz. Moelis provided its own independent view in addition to the company’s two existing advisors – one that had a longstanding relationship with the Heinz management team and the other that was an existing lender. The deal demonstrates our ability to successfully execute large, public M&A transactions and highlights our mandate to provide unbiased, conflict-free advice to public company boards. The transaction successfully closed in June 2013.

December 2012


£1.4 billion

Sale to Hong Kong Exchanges and Clearing Limited
Exclusive Financial Advisor to the London Metal Exchange on its £1.4 billion sale to Hong Kong Exchanges and Clearing Limited

On June 15, 2012, the board of the London Metal Exchange (“LME”) announced that it had agreed to recommend a cash offer of £1.4 billion for the entire issued and outstanding ordinary share capital of the LME by Hong Kong Exchanges and Clearing Limited (“HKEx”). The transaction brings together the LME, the world’s leading non-ferrous base metals trading venue, and HKEx, the world’s largest exchange group by market capitalization and the leading operator of exchanges and clearing houses in Asia. The sale to HKEx preserves the features of the LME’s unique business model and significantly accelerates the LME’s access to China. Moelis & Company acted as exclusive financial advisor to the LME. This landmark transaction, involving one of the most iconic exchanges in the world, represents Moelis & Company’s ability to conduct a highly competitive and complex international sale process while balancing financial and non-financial transaction aspects to achieve an exceptional outcome for our client. The transaction successfully closed in December 2012.

October 2012


£1.1 billion

Restructuring
Financial Advisor to the Cross-Holder Committee of Travelodge Hotels Group on its £1.1 billion restructuring

On October 12, 2012, Travelodge Hotels Group (“Travelodge”), the second largest budget hotel operator in the UK, completed its financial restructuring after nine months of complex negotiations led by the Cross-holder Committee (“CHC”) of lenders. The financial restructuring included an operational restructuring which was effected by way of a Company Voluntary Arrangement (CVA), an in-court mechanism for distressed companies to formalize compromise agreements with their creditors, as well as a Scheme of Arrangement, to restructure 505 leases across the UK. As a result of the restructuring, the CHC lenders ultimately received 100% ownership of Travelodge in exchange for £75 million of new money, rollover of their senior debt and full equitization of their Mezz and PIK holdings. Total leverage was reduced by approximately 6 turns. The restructuring of Travelodge represents the largest hotel sector restructuring in Europe in 2012 and one of the largest and most complex CVAs ever completed in the UK, based on size, number of properties and asset values. Additionally, the Travelodge CVA achieved the highest approval rate for any CVA in the UK, as of 2012, with a 97% majority in the first vote and 95% majority in the second vote; landlords overwhelmingly supported the CVA with 95% voting in favor. Moelis & Company was instrumental in driving all aspects of Travelodge’s financial and operational restructuring and acted as financial advisor to the CHC.

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.