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Transactions

Displaying: M&A and Strategic Advisory

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.

April 2011

$2 billion

Sale to Elkem AS to China National Bluestar Group
Exclusive financial advisor to Orkla ASA on the NOK 12.5 billion sale of Elkem AS to China National Bluestar Group

On January 10, 2011, Orkla ASA (“Orkla,” OSEBX: ORK), one of the largest companies on the Oslo stock exchange with a diversified portfolio strategy, entered into a binding agreement to sell Elkem AS, a global manufacturer of high quality and environmentally friendly produced metals and materials, for NOK 12.5 billion to China National Bluestar Group, which is 80% owned by the Chinese state-owned company China National Chemical Corporation and 20% by the Blackstone Group. Moelis & Company conducted a discreet and targeted process involving multiple buyers from different continents, each with specific deal structuring, approval and time constraints. The transaction successfully closed in April 2011. This transaction reinforced Moelis & Company’s track record of discreetly executing complex cross-border M&A and completing transactions with a Chinese buyer. Moelis & Company acted as exclusive financial advisor to Orkla.

December 2010

$42 billion

Sale to Discover and $42.0 billion of associated asset sales to Sallie Mae and Citi
Financial advisor to the Special Transaction Committee of the Board of Directors of The Student Loan Corporation on the company’s sale to Discover and $42.0 billion of associated asset sales to Sallie Mae and Citi

On December 31, 2010, The Student Loan Corporation (“SLC,” NYSE: STU), a leading originator and servicer of student loans, and Citibank N.A. completed a series of transactions that allowed Citi to exit the student loan business and continue its strategic reduction of assets held in Citi Holdings. The transaction was structured in three parts including an agreement to sell SLC’s operating business and $4.0 billion in student loans to Discover Financial Services (NYSE: DSF). Separately, SLM Corporation (“Sallie Mae,” NYSE: SLM) agreed to acquire $28.0 billion of securitized federal student loans and related assets while Citi agreed to acquire $8.7 billion in federal and private student loans. Public shareholders of SLC were entitled to receive $30 per share, a 42% premium to SLC’s closing price on the last trading day prior to announcement. Moelis & Company acted as financial advisor to the Special Transaction Committee of SLC’s Board of Directors and issued a number of fairness opinions.

November 2010

Undisclosed

Acquisition of Nexteer Automotive from General Motors
Financial advisor to Pacific Century Motors on its acquisition of Nexteer Automotive from General Motors

On November 30, 2010, Pacific Century Motors (“PCM”), an entity backed by the Beijing Municipal Government, completed its acquisition of Nexteer Automotive (“Nexteer”) from General Motors (NYSE: GM), representing the single largest investment in the auto parts industry ever made by a Chinese company. The acquisition provided PCM with a global platform for cross-selling products as well as access to Nexteer’s world-class technology, design and manufacturing capabilities. It also positioned Nexteer for greater growth through expansion of its customer base in key emerging markets, particularly in the Asia-Pacific region. Moelis & Company acted as financial advisor to Pacific Century Motors.

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