Transactions
& Case Studies

September 2009


$250 million

Multiple Debt and Equity Offerings
Trusted advisor to Beazer Homes USA

Moelis & Company has served as financial advisor to Beazer Homes USA, Inc. (“Beazer,” NYSE: BZH), one of the country’s 10 largest single-family homebuilders, in its recapitalization efforts since April 2009, which has resulted in enhanced financial flexibility and allowed the company to continue to pursue growth opportunities.

On September 3, 2009, Beazer announced the pricing of $250 million of new 12.0% senior secured notes due 2017. The B1/CCC+ notes were issued at a price of 89.5% of par to yield 14.215%. Net proceeds from the offering were used to fund or replenish cash that had been used to fund open-market repurchases of Beazer’s outstanding senior notes, totaling over $370 million in principal amount. This transaction was a key step in providing cushion to the company’s tangible net worth covenant and extending its pending debt maturities.

On January 6, 2010, Beazer executed a concurrent $103 million common stock and $58 million mandatory convertible note offering. The anticipated two-day marketing process was shortened to a single day, and the common stock offering was upsized from 18.0 million to 19.5 million shares due to strong investor demand.

On May 3, 2010, Beazer executed a concurrent offering of $73 million common stock, $75 million tangible equity units and $300 million senior unsecured notes. Beazer raised approximately 36% of its pre-launch market value, half in the form of common equity and half in the form of tangible equity units. During the one-day marketing process, while the Dow and the S&P 500 declined 2.0% and 2.4%, respectively, and the homebuilding index decreased 3.4%, the equity offering successfully priced at a 15.6% discount to the prior-day market close and the senior notes priced in the middle of the expected range.

On July 10, 2012, Beazer priced concurrent offerings for $64 million of common stock and $100 million of tangible equity units. Beazer raised approximately 47% of its pre-launch market value, and the new equity provided substantial liquidity to further capitalize on the housing recovery. Moelis & Company acted as co-manager on the above transactions.”

May 2009


$535 million

Follow-on Equity Offering
Financial advisor, co-manager and underwriter to Energizer Holdings on its $535 million follow-on equity offering

On May 14, 2009, Energizer Holdings, Inc. (“Energizer,” NYSE: ENR), one of the world’s largest manufacturers and marketers of primary batteries, portable lighting products and personal care products in the wet shave, skin care, feminine care and infant care categories, announced the pricing of a public offering of 10.925 million newly issued shares of common stock at a price to the public of $49.00 per share ($535.3 million of gross proceeds). Proceeds were used to fund the acquisition of the Edge and Skintimate shaving gel business from SC Johnson and for general corporate purposes, including the repayment of indebtedness. Moelis & Company served as financial advisor to Energizer in connection with the common stock offering and assisted in evaluating a range of capital structure alternatives. The transaction was highly successful for Energizer, adding two leading personal care brands to its existing product portfolio, strengthening its wet shave product offering, reducing overall leverage and providing adequate capital for the company to pursue strategic initiatives, providing greater financial and operational flexibility, and helping to preserve the strength of its favorable (low cost) debt structure. Moelis & Company served as co-manager and underwriter for the common stock offering.

March 2009


$210 million

Common Stock Offering
Financial advisor, co-manager and underwriter to Wynn Resorts on its $210 million follow-on equity offering

On March 17, 2009, Wynn Resorts, Limited (“Wynn”, Nasdaq: WYNN), one of the world’s leading developers, owners and operators of destination casino resorts, priced a public offering of 9,600,000 newly issued shares of its common stock. Including the overallotment option which was exercised, Wynn issued 11,040,000 shares, with total gross proceeds to Wynn of approximately $210 million. Wynn used the proceeds for general corporate purposes, including repayment of debt. Moelis & Company acted as financial advisor, co-manager and underwriter and had a key role in the transaction, originating and securing three anchor investors, which accounted for approximately 60% of the offering.

December 2008


$12.7 billion

Sale to Republic Services
Financial advisor to Allied Waste on its $12.7 billion sale to Republic Services

On December 5, 2008, Republic Services, Inc. (“Republic Services,” NYSE: RSG), the third largest waste management firm in the United States, and Allied Waste Industries, Inc. (“Allied Waste,” NYSE:AW), the second largest non-hazardous solid waste management company in the United States, merged to create one of the nation’s leading waste and environmental services providers, with more than 375 collection companies providing services in 40 states and Puerto Rico. The combined company is named Republic Services, Inc. and trades under the ticker symbol “RSG” on the NYSE. Moelis & Company acted as financial advisor to
Allied Waste.

November 2008


$61.2 billion

Sale to InBev
Financial advisor to Anheuser-Busch on its $61.2 billion sale to InBev SA

On November 18, 2008, InBev SA (“InBev,” ENXTBR: INB), an independent brewer with operations in 30 countries, acquired Anheuser-Busch Companies (“Anheuser-Busch,” NYSE: BUD), a premier producer and distributor of beer in the United States and internationally, representing the largest all cash deal in history. On June 11, 2008, InBev made an unsolicited takeover offer of $65.00 per share for Anheuser-Busch and Anheuser-Busch’s board formally rejected InBev’s proposal, claiming it substantially undervalued the U.S. beer maker. InBev later raised its all cash offer for Anheuser-Busch to $70.00 per share. Anheuser-Busch agreed to the revised proposal on
July 13, 2008 and entered into a definitive merger agreement with InBev. The successful completion of the acquisition of Anheuser-Busch created the global leader in beer and one of the world’s top five consumer products companies. Moelis & Company acted as financial advisor to Anheuser-Busch.

November 2008


$6.7 billion

Acquisition of Applied Biosystems
Financial advisor to Invitrogen Corporation on its $6.7 billion acquisition of Applied Biosystems

On November 21, 2008, Invitrogen Corporation (“Invitrogen,” NASD: IVGN), a premier provider of essential life science technologies for disease research, drug discovery and commercial bioproduction, acquired Applera Corporation’s Applied Biosystems Group (“Applied Biosystems,” NYSE: ABI), a leader in developing and marketing instrument-based systems, consumables, software and services for the life sciences industry. Applied Biosystems shareholders received $38.00 per share in the form of cash and stock, a premium of 17% to Applied Biosystem’s closing price on the last trading day prior to announcement. The transaction created Life Technologies, a global biotechnology tools company dedicated to improving the human condition. Moelis & Company acted as financial advisor to Invitrogen, negotiated with numerous financing sources on behalf of Invitrogen to secure the best possible terms in a difficult market environment and designed a unique collar structure for the transaction consideration.