2012 Corporate and Securities Deal Diary
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2012 Corporate and Securities Deal Diary www.BlankRome.com (Note: the economic terms of certain deals are not disclosed due to confi dentiality obligations) Mergers and Acquisitions Capital agreed to invest in Alencon Acquisition subject to Alencon Acquisition meeting certain milestones. Accutome, Inc., a supplier of ophthalmic medications, sup- plies, surgical instruments and diagnostic equipment, in its Derivix Corp., a financial services software company that acquisition by a U.S. subsidiary of Halma p.l.c. provides options analytics, risk visualization, and multi- broker electronic execution solutions to the industry’s lead- American Standard Energy Corp., an oil and natural gas ing options traders, sales traders, and hedge funds, in its production company, in the purchase of leasehold working sale to Flex Trade Systems, Inc. interests in approximately 72,300 net acres across Texas, North Dakota, Wyoming and Nebraska. General Cable Corporation (NYSE: BGC), a global leader in the development, design, manufacture, marketing Apotex, Inc., the largest Canadian-owned pharmaceuti- and distribution of copper, aluminum and fiber optic wire cal company, in its acquisition of all of the stock of Aveva and cable products, in connection with its acquisition of the Drug Delivery Systems, a global developer and manu- North American portion of Alcan Cable, the wire and cable facturer of transdermal patches for branded and generic business of Rio Tinto plc (Rio Tinto) (LSE: RIO), a 100-year- pharmaceuticals. old leader in the production of aluminum cable for the util- ity and building industries. The transaction was valued at Article 9 Agents LLC, a legal document provider, in its sale approximately $151 million. to CT Corporation, a corporate business services provider. Healthcorp, Inc., in the acquisition of the assets of Brightpoint, Inc. (NADSAQ: CELL), a leading provider of Strategem Healthcare Communications LLC by Dudnyk mobility lifecycle products and services, in its $849 million Acquisition LLC. acquisition by Ingram Micro Inc. (NYSE:IM), the world’s larg- est technology distributor and supply-chain services provider. Hill H/T/B Bigston, Inc. and its sole shareholder in con- nection with the sale of 100% of the stock of the company Certain former managers and employees of Alencon as well as with the seller financing. Systems, Inc., a wholly-owned subsidiary of Rowan Technologies, in a management buyout in which all the Iconix Brand Group, Inc. (NASDAQ: ICON), a world- assets of Alencon Systems were purchased by Alencon wide licensor and marketer of fashion and home brands, Acquisition Co., LLC, a company owned by the acquiring in its $225 million acquisition of The Umbro Brand, a sport managers and employees and by an affiliate of Stephens apparel and footwear brand, and related intellectual prop- Capital Partners LLC. As part of the transaction, Stephens erty assets from Nike. © 2012, BLANK ROME LLP. Notice: The purpose of this newsletter is to review the latest developments which are of interest to clients of Blank Rome LLP. The information contained herein is abridged from legislation, court decisions and administrative rulings and should not be construed as legal advice or opinion, and is not a substitute for the advice of counsel. One Logan Square • 130 North 18th Street • Philadelphia, PA 19103-6998 2012 Corporate and Securities Deal Diary Kreisler Manufacturing Corporation, a manufacturer of Rand Diversified Companies, a full-service contract pack- precision metal components for commercial and military aging and at-retail marketing company, and its owners in aircraft engine and industrial gas turbines, in connection the sale of the company’s assets to Menasha Packaging with the sale of its wholly-owned Polish subsidiary, Kreisler Company, a subsidiary of privately-held Menasha Polska, to United Technologies/Pratt & Whitney, a leading Corporation, a packaging, logistics and marketing services supplier of commercial and military engines. company based in Neenah, Wisconsin. The management of AmerCable Incorporated, a cable Sabre Industries, Inc., a leading manufacturer of util- manufacturer and provider of cable assembly solutions for ity structures, communication towers, shelters and build- mission critical equipment operating in harsh environments, ing systems and tower accessories, in a joint venture with in connection with the company’s acquisition by Nexans Brametel, S.A., a Brazilian company with extensive experi- USA Inc., a global leader in the cable industry. ence in engineering, design and testing of lattice transmis- sion towers, and a subsidiary of Hollmore Participacoes E MavenWire LLC, a provider of transportation manage- Investimentos S.A. The joint venture includes the develop- ment solutions and services, in the acquisition of Enterprise ment of a testing facility located on Sabre’s 147-acre indus- Integration Pte Ltd., based in Singapore, and Enterprise trial complex in Alvarado, Texas. Integration Pty Ltd, based in Australia. Sabre Tubular Structures PA LLC, a subsidiary of Sabre Michael Short and David Masterson in their sale of a Industries, in a strategic transaction in which it purchased majority equity interest in Hunterdon Brewing Company, certain assets from two different entities and entered into a LLC, the premier distributor of craft beers in New Jersey, to lease for approximately 145,000 square feet of production an affiliate of L. Knife & Son, Inc. space in Ellwood City, Pennsylvania. The transaction will allow Sabre Industries to significantly expand its capacity MinSec Holdings Inc., an operator of community cor- and reduce freight costs for its Northeast customers. rections facilities, behavioral health treatment centers and outpatient programs for the treatment of chemical A senior executive and minority shareholder of Paskal dependency and mental health disorders, and a portfolio Lighting, a provider of lighting and grip rental equipment company of NewSpring Healthcare and Camden Partners, to the entertainment industry, in connection with the compa- in its acquisition by Community Education Centers, a pro- ny’s acquisition by Production Resource Group, a supplier vider of offender reentry, in-prison and jail management of entertainment and event technology. services. The acquisition will merge MinSec into Community Education Centers’ existing Pennsylvania operations. Service Champ, Inc., a specialty distributor of fast-turning, consumable maintenance parts and accessories to oil NetMotion Wireless, Inc., the leading provider of mobile change shops and general automotive repair facilities virtual private network (VPN) and network performance and a portfolio company of Snow Phipps Group, a private management software solutions, in its acquisition by equity group focused on small to mid-market control invest- Clearlake Capital Group, L.P., a leading investment firm ments, in its acquisition of all of the capital stock of Prend’s focused on private equity and special situation transactions. Automotive Supply, Inc. PMC Group N.A., Inc., a diversified global producer of Shareholders of Techni-Tool, Inc. and PSS West, Inc. innovative performance chemical and plastics products, in (d/b/a Wassco), supply manufacturers in the electron- its acquisition of Arkema’s global organotin and organo- ics, telecommunications and medical services industries, phosphine-based polymer stabilizers, catalysts and fine in connection with the sale of their shares of stock in the chemicals business in the Americas and Europe. companies to W.W. Granger, Inc., which sells power tools, maintenance supplies and other industrial equipment. PRIZIM, an environmental and energy management con- sulting firm with a special focus on the government sector, in the sale of its equity to Hitachi Consulting Corporation. Blank Rome • 2 2012 Corporate and Securities Deal Diary StoneMor Partners L.P. (NYSE: STON), the second larg- Private Equity est publicly-traded cemetery company in the United States, in several transactions, including: Cortec Group, a New York-based private equity firm that • The acquisition of two funeral homes in California invests in middle-market healthcare, manufacturing, dis- from Lodi All Faith Cremation. tribution, and proprietary service businesses, in connec- • The acquisition of three funeral homes and two cre- tion with the sale of its portfolio company, 180 Medical matory businesses in Oregon. Holdings, Inc., a leading distributor of disposable, single- • The acquisition of assets of Meyer Industries, a vault use urologic catheters, to ConvaTec, Inc., a leading devel- manufacturing company based in Indiana. oper and marketer of innovative medical technologies for • The acquisition of eight funeral homes, four cemeter- community and hospital care. ies, and two cremation related facilities in Florida from Lohman Funeral Homes, Cemeteries and Cremation The Halifax Group, a private equity firm that invests along- for an aggregate purchase price of $25 million. side owners and managers of well established, growing and • The acquisition of a funeral home in Florida from profitable companies that are leaders in their market niche, Allen J. Harden Funeral Homes. in connection with the sale of its portfolio company, Service • A stock purchase of Bronswood Cemetery, Inc. which Champ, Inc., a specialty distributor of fast-turning, con- operates Bronswood Cemetery in Oak Brook, Illinois. sumable maintenance parts and accessories to oil change shops and general automotive repair facilities, to Snow Stockholders