Advancing Your Vision...LLC (a subgroup of Reckitt Benckiser Group plc) for $42 per share or a...
Transcript of Advancing Your Vision...LLC (a subgroup of Reckitt Benckiser Group plc) for $42 per share or a...
A d v a n c i n g Y o u r V i s i o n
Houlihan Lokey is an advisory-focused investment
bank dedicated to providing strategic insight and
industry expertise. Our professionals bring depth of
experience and senior-level attention to every client,
helping you advance your vision.
• No.1M&AAdvisorforU.S.TransactionsUnder$3Billion
• No.1GlobalM&AFairnessOpinionAdvisorOverthePast10Years
• No.1GlobalInvestmentBankingRestructuringAdvisor
2012 RANKINGS Source: Thomson Reuters
2012 Accomplishments
The M&A Advisor’s International Awards•InvestmentBankingFirmoftheYear•IndustrialGoodsandBasicResourcesDealoftheYear— AcquisitionofFerrettiS.p.A.byWeichaiGroupHoldingsLimited
International Financing Review•EMEARestructuringDealoftheYear—eircom
Euromoney•BestGlobalCorporateRestructuringHouse
DealMakers Country Awards 2012•InvestmentBankoftheYear—NorthAmerica
EuroWeek•BestLoanRestructuringHouse
The Banker’s Deals of the Year Awards 2012 •AmericasRestructuringDealoftheYear— CapmarkFinancialGroup’s$21BillionRecapitalization•Asia-PacificRestructuringDealoftheYear—CentroRetailGroup
MERGERS & ACQUISITIONS Houlihan Lokey has extensive expertise inmergers, acquisitions, divestitures, activistshareholder and takeover defense and other related advisory services for a broad range of U.S. and international clients. Ourexperience in M&A has earned us consistentrecognition throughout the industry. In2012,we were ranked the No. 1 M&A advisor forU.S. transactions under $3 billion andwe’vebeenrankedNo.1forU.S.transactionsunder $1billionforthepastsevenyears,accordingtoThomsonReuters.
CAPITAL MARKETS Astrustedadvisors,wehavetheprovenabilityto engineer and execute financing solutions that are essential for growth and success. We offer access to financing in the publicand alternative capital markets through the issuanceofdebt,equityorhybridsecurities.
OurintegratedCapitalMarketsGroupprovidesclients with independent solutions, free from conflicts of interest arising from credit extensions or proprietary investments. Thisdedicated team of financial professionals handles large, complex engagements and all aspects of capital-raising to help maximizeits clients’ financial flexibility over the longterm. Thanks to our extensive relationshipswith alternative capital providers, we have the unique ability to raise customized capital forthose situations where the public markets do notofferanattractivesolution.Inaddition,weoffer liability management expertise, enabling issuers to optimize their capital structure orresolve conflicts with existing debt securities.
Houlihan Lokey’s Capital Markets team hasdecades of combined experience and a track record of successfully executed financings in a variety of market conditions.
FINANCIAL RESTRUCTURING Houlihan Lokey has the largest, mostexperienced worldwide financial restructuring practice of any investment banking firm with approximately 170 professionals in offices intheUnitedStates,EuropeandAsia.In2012,weworkedonapproximately150restructuring-related transactions on behalf of companies, their creditors and shareholders, and other constituents. Over the past decade,HoulihanLokeyhasadvisedonover1,000restructuringtransactions with aggregate debt claims in excessof$1.5trillion.
Our group employs an interdisciplinary approach to engagements and is accustomed to evaluating complex, highly leveraged situations inshorttimeframes.Wearealsoarecognizedleader in achieving merger and acquisitiontransactions for distressed companies.
FINANCIAL ADVISORY SERVICES Over the past 40 years, Houlihan Lokey hasestablished one of the largest worldwide financial advisory practices. Our transaction expertise and leadership in the field of valuation inspire confidence in the financial executives, boards of directors, special committees, retained counsel, investors and business owners weserve.In2012,ThomsonReutersrankedustheNo.1globalM&Afairnessopinionadvisoroverthepast10years.
Our stability, integrity, technical leadership and global capabilities make us a trusted advisor for clients worldwide, across a wide range of services including: Transaction Opinions, TransactionAdvisoryServices,PortfolioValuation&AdvisoryServicesandFinancialConsulting.
Asyourbusinessevolves,sodoyourobjectives.Overthelifetime of our relationship with clients, we’ve helpedthemadapt,expandandthrive.Clientshavereliedonourglobal investment banking capabilities at every stage on their path toward success.
PROVEN CAPITAL MARKETS EXPERTISE Selected Recent Capital Markets Transactions
2012HIGHLIGHTS
Lead Left Bookrunner
has issued$66,000,000 Senior Secured Notes due 2017$105,500,000 Senior Secured Notes due 2018and7,500,000 Common Shares
Lead Left Bookrunner
has completed a follow-on offering
$21,620,000 of common stock
Placement Agent
has completed a financing consisting of
Series A Convertible Preferred Stock
Sole Placement Agent
$100,000,000Second Lien Term Loan
CIT Group, Inc. WeservedastheexclusivefinancialadvisortoCITGroup,Inc.—abankholdingcompanyfocusedonprovidinglending,leasingandadvisoryservicestosmall-andmid-capbusinesses—onthesaleofacommercialandindustrialloanportfoliotoLoneStarFunds.Aspartofthisuniquesecondary advisory assignment, we performed a detailed valuation and recovery analysis to developcomprehensiveasset-leveldisclosurematerials.Wealsoconductedatargetedsalesprocessincludingparticipationfrombothfinancialandstrategicinvestors.Bycreatingahighdegree of transparency to support price discovery, we were able to achieve an optimal outcome thatmetCIT’sobjectivesandenabledLoneStarFundstoacceleratethedevelopmentofitscorporate credit platform.
Schiff Nutrition International, Inc.WeservedasfinancialadvisortoSchiffNutritionInternational,Inc.—amarketleaderintheU.S.vitamins,mineralsandsupplements(VMS)category—onitssaletoReckittBenckiserLLC(asubgroupofReckittBenckiserGroupplc)for$42pershareoratransactionvalueof$1.45billion(approximately€1.13billion).Inaddition,werenderedafairnessopiniononbehalfofSchiff’sboardofdirectors.Thepurchasepricerepresentedan81.1%premiumtothecompany’sundisturbedstockprice.ThetransactionallowsReckitttosolidifyitspositionintheConsumerHealthsectorandexpandintothelargeandrapidlygrowingVMScategory.
eircom Weactedasthefinancialadvisortothecoordinatingcommitteeofthefirst-lienlendersofeircom—the largest fixed-line telecommunications operator in theRepublic of Ireland—inthelargestbankruptcyinIrishhistory.Wedesignedarestructuringplaninwhichthefirst-lienlendersacquiredeircomthroughapartialequitizationofits€3billionseniorfacilitiesandrestructuringofits€350millionfloating-ratenoteand€700millionfloating-rateseniorPIKnotes.Despitealargeanddiversesyndicate,therestructuringplanreceivedconsentfromamajorityofseniorlendersaswellassupportfromotherkeystakeholders,suchasthetradeunionsandtheIrishtelecomregulator.TherestructuringplanwasimplementedthroughIrishexaminershipwithnoprecedentforatransactionofthissizeandcomplexity.
Lehman Brothers Holdings Inc.WeservedasthefinancialadvisortotheofficialcommitteeofunsecuredcreditorsofLehmanBrothersHoldingsInc.anditsdomesticaffiliates.Thistransactionmarksthelargestbankruptcyfilinginhistorywithfiledclaimsinexcessof$1trilliongloballyandpre-petitionassetsofmorethan$630billion.Weoversawtheassetdispositionstrategiesofallmajorassetcategories,including real estate, private equity, loan book and derivatives, negotiating resolutions onhundredsoftransactionalandclaimsituations,includingtheresolutionofLehman’stwoFDICinsuredbanks.Wehelpedstructure,negotiateandconsummatetheplanofreorganizationthatrestructuredapproximately$350billionofliabilitiesforLehmanBrothersanditsaffiliates,which was unanimously accepted by all classes voting for the plan.
Selected Recent Transactions
AEROSPACE•DEFENSE• GOVERNMENT
BUSINESS SERVICES CONSUMER, FOOD & RETAIL ENERGY & POWER
Bondholder Committee Advisor
has confirmed a Joint Chapter 11 Plan of Reorganization
Financial Opinion
a portfolio company of
Silver Lake Partners
has completed a recapitalizaion
Sellside Advisor
a portfolio company of
has been acquired by
Secured Creditors Advisor
has confirmed a “pre-packaged” Chapter 11 Plan of Reorganization
Debtor Advisor
has completed an out-of-court restructuring
Sellside Advisor
has been acquired by
The Test & Evaluation Business of
Lender Advisor
and its affiliates
have completed a consensual out-of-court recapitalization transaction, restructuring approximately $590 million of outstanding debt
Fairness Opinion
has agreed to repurchase 15,000,000 shares of its common stock from certain shareholders
It is
not
kno
wn w
heth
er th
e lis
ted
clie
nts
appr
ove
or d
isap
prov
e of
Hou
lihan
Lok
ey o
r the
adv
isor
y ser
vice
s pr
ovid
ed.
Valuation Services
We provided valuation services in connection with BearingPoint Europe Holdings BV’s annual impairment testing of their investments for financial reporting purposes under IFRS and Dutch GAAP.
Financial Opinion
We rendered a valuation opinion for financial reporting purposes to Susser Petroleum Partners LP regarding tangible and intangible assets of the newly formed operating subsidiary, Susser Petroleum Operating LLC.
Fairness Opinion
has merged with
Sellside Advisor & Fairness Opinion
has been acquired by
Sellside Advisor
a portfolio company of
has been acquired by
Sellside Advisor
and
have been acquired by
Sellside Advisor
a business unit of
has been acquired by
Sellside Advisor
a portfolio company of
has been acquired by
®
TM
FINANCIAL INSTITUTIONS HEALTHCARE INDUSTRIALS MEDIA & TELECOM
Creditors Committee Advisor
has confirmed a Chapter 11 Plan of Reorganization, restructuring approximately $350 billion of liabilities
Lead Left Bookrunner
has completed a follow-on offering
$21,620,000 of common stock
Buyside Advisor & Fairness Opinion
has acquired
Sellside Advisor
has been acquired by
Sellside Advisor
has been acquired by
Fairness Opinion
has been acquired by
Creditor Advisor
has been acquired in an Irish Examinership process by its Senior Lenders through a partial equitization of its Senior Facilities and restructuring of its Floating Rate and PIK Notes
Sellside Advisor
has been acquired by
Fairness Opinion
has completed the restructuring of Willis Stein Partners III LP and affiliated entities
Buyside Advisor
has acquired
Sellside Advisor
a portfolio company of
has been acquired by
Company Advisor
has completed an exchange offer and consent solicitation for
$225,000,000 Senior Floating Rate Notes due 2013
Secondary Advisory
has sold a commercial-loan portfolio to
$950 million
Debtor Advisor
has completed an out-of-court restructuring of its Foreign Currency Convertible Bonds
Buyside Advisor
Zachry Holdings, Inc.
has acquired
a portfolio company of
Sellside Advisor
has been acquired by
a member of Al Ghurair Group
In the United States, investment banking services are provided by Houlihan Lokey Capital, Inc., a SEC-registered broker-dealer and a member of FINRA (www.finra.org) and SIPC (www.sipc.org); investment advisory services are provided by Houlihan Lokey Financial Advisors, Inc., a SEC-registered investment advisor. Houlihan Lokey (Europe) Limited, a company incorporated in England which is authorized and regulated by the U.K. Financial Services Authority, and Houlihan Lokey (China) Limited, a company incorporated in Hong Kong SAR which is licensed in Hong Kong by the Securities and Futures Commission, provide investment banking services and may direct this communication within the European Economic Area and Hong Kong, respectively, to intended recipients including professional investors, high-net-worth companies or other institutional investors. Publication# 9834. 0313
TRANSPORTATION & LOGISTICSREAL ESTATE, LODGING & LEISURE
TECHNOLOGY
Sole Dealer Manager
Offer to Purchase and Exchange$76,243,000 3.25% Convertible Subordinated Notes due 2026
and
Offer to Purchase$26,666,000 8.50% Convertible Senior Notes due 2026
Advisor to Plan Sponsor
General Maritime Corporation has confirmed a Chapter 11 Plan of Reorganization and received a new equity investment of $175 million from the Plan Sponsor
Placement Agent
has completed a financing consisting of
$24,000,000Series DConvertible Preferred Stock
Creditor Advisor
has confirmed a “pre-packaged” Chapter 11 Plan of Reorganization
Creditor Advisor
Kerzner International has confirmed an out-of-court restructuring of its more than $3.0 billion in OpCo and PropCo debt
Co-Manager & Dealer Manager
$225,000,0007.875% Senior Notes due 2017
and Tender Offer & Consent Solicitation
$200,000,0009.25% Senior Notes due 2015
Co-Manager
Initial Public Offering of Common Stock
$1,242,000,000
Price: $27.00 per share
46,000,000 shares
Fairness Opinion
has acquired
Sellside Advisor
has been acquired by
Company Advisor
Horizon Lines, Inc. has confirmed an out-of-court restructuring of financial indebtedness and vessel charters
Sellside Advisor
a portfolio company of
has been acquired by
Buyside Advisor & Placement Agent
has acquired certain assets and operations of
$33,000,000 Senior Credit Facility
®
TM
HL.com
MERGERS&ACQUISITIONS
CAPITALMARKETS
FINANCIALRESTRUCTURING
FINANCIALADVISORYSERVICES