April 23, 2010

Top Stories

Locked Down Deal: GEO Buys Cornell for $385M
Cornell Companies Inc. was purchased this week by rival prison operator GEO Group Inc. for $385M in addition to debt assumption. Cornell shareholders, under the terms of the deal, will be able to choose whether to receive 1.3 GEO shares or cash equal to the greater of one share plus $6 in cash. The agreement values Cornell shares at $24.96 a share, a 35% premium from the company's closing share price on Friday, April 16, 2010. GEO will also assume approximately $300M of Cornell's debts. The acquiring company also operates mental health facilities. The acquisition is expected to benefit from the rise in private prisons. Currently, about 9% of U.S. prisons are privately operated, however, it is estimated that approximately half of new inmates are being sent to private facilities.
 
Travel Budget: TUI Travel to Raise $802M for Acquisitions
Europe's biggest travel firm TUI Travel said the Company plans to raise £500M ($802M) to fund acquisitions through the issue of a convertible bond and new banking facilities. The group's added trading was in line with guidance given on March 24, 2010, when it reported strong sales trends, and it remained well positioned to meet expectations for underlying operating profit for the year to September 30, 2010. The group, in which Germany's TUI AG has a controlling stake of 54.9%, announced this week that the fund-raising will ensure the firm is well placed to exploit a strong pipeline of opportunities. TUI Travel announced the Company is looking to expand in emerging markets such as Brazil, China, India and Russia, and will buy high margin businesses in specialist sectors, such as the UK student segment and global cruise destination services. The group also said it was taking advantage of favourable conditions in the convertible bond market. TUI AG intends to participate in 50% of the bonds and a mechanism had been put in place to secure TUI's voting rights majority over TUI Travel at any time if any bonds are converted by third parties.
 
TV Central Time: Central European Media Enterprises Closes Acquisition of bTV
Central European Media Enterprises Ltd., closed its previously announced transaction to acquire News Corporation's bTV group in Bulgaria, which includes bTV, the leading free-to-air commercial television channel in Bulgaria, as well as bTV Cinema and bTV Comedy cable channels and several radio stations. Total cash consideration was US$400M, plus a payment of $13M for a working capital adjustment. CME is a leading vertically integrated media and entertainment company operating in six Central and Eastern European countries with an aggregate population of approximately 50M people.
 
Shares On the Barrel: Provident Energy & Midnight Oil Merge
Provident Energy Trust agreed to merge with Midnight Oil Exploration Ltd.'s oil and gas business in a C$460M ($453.6M) deal to form an intermediate-sized oil and gas producer. Provident shareholders will receive C$340M via 324M Midnight Oil shares at C$1.05 each, while Provident itself will receive C$120M in cash. Each Provident shareholder will receive 0.12225 shares of the new company for every unit held, while Midnight shareholders will receive 0.1 shares of the new entity per share held, the companies said in separate statements. Provident will own 81%, while Midnight will take ownership of the remaining business units of the new company, which will be listed on the Toronto Stock Exchange. The new company is expected to produce about 13,000 barrels of oil equivalent (boe) per day and have 60M boe of reserves. Provident, which has completed crude oil and natural gas swaps associated with its midstream business unit, said separation of its businesses is intended to boost competitiveness and enhance the growth profile of each business unit. Under the terms of the deal, Provident will pay a termination fee of C$12M, while Midnight will pay a termination fee of C$5M to Provident. TD Securities Inc. is the financial advisor to Provident, while National Bank Financial Inc. and Cormark Securities Inc. are the financial advisors to Midnight.
 
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Metrics Meter

Companies that completed deals during the first quarter of 2010 outperformed the market, according to the latest Towers Watson Quarterly Deal Performance Monitor. The quarterly analysis also showed an increase in the percentage of cross border deals.

In the first quarter of 2010, acquirers outperformed the MSCI World Index (the Index) by 4.3% , improving on the prior quarter's performance, when deal makers outperformed the Index by 4.0%.

Companies that completed cross border deals in the first quarter of 2010 beat the Index by only 1.5%. Domestic deals completed in the same period, by comparison, surpassed the market by 6.7%. In addition, 36% of all deals in Q1 2010 were cross border, up from 24% in the same quarter in 2009.

In Asia Pacific, acquirers achieved the best results in the first quarter of 2010, outperforming the regional index by an impressive 12.8 percentage points. This reflects the fact that a high percentage (70%) of the deals in the region were domestic.

North America proved to be the most acquisitive region. North American acquirers outperformed the regional index by 2.2%. Cross-border deals made up a growing percentage of the total, with 27% of all deals in the first quarter completed abroad – a 10% point increase from the same period last year.

In Europe, however, deal performance lagged the rest of the world, with European acquirers underperforming the regional index by 3.5 percentage points.

 

Thinking Turnaround

Roger's Corner
by Roger Aguinaldo

This week, I attended TMA's Spring Conference. The agenda included: The Current State of the Equities Markets: Trends and Implications for Turnaround Management; How Did the Financial Crisis of 2008 Arise: Who is Responsible?; Views From the Bench; Capital Markets Update–Trends in the Middle Market; Tribulations in Commercial Real Estate and How to Profit From Them; Large and Complex Financing Trends; Challenges of Out-of-Court Restructurings.

Wednesday's opening keynote speaker was Ron Insana, CNBC Senior Analyst and former fund-of-funds manager. Insana gave his contrarian view on why he thinks there are still opportunities for the investor, despite the markets. According to Insana, and the views of many on Wall Street, financial stocks are at bargain prices. Insana also called for risk management and transparency.

With surprise and pleasure, I found the most interesting panel to be Views From the Bench, the judicial round table. In this luncheon keynote, four judges–Kevin Carey of the US Bankruptcy Court D. Del, Rosemary Gambardella of the US Bankruptcy Court D.N.J, Robert Drain of the US Bankruptcy Court S.D.N.Y, and Elizabeth Stong of the US Bankruptcy Court E.D.N.Y, moderated by John Butler of Skadden, Arps, Slate, Meagher & Flom LLP–gave some very interesting background on how bankruptcy judges approach the 363 process, their views on expert testimony and their approaches to Rule 2019.

In broad strokes, the judges made it clear that if you come to the 363 process with the idea that you are the most important creditor and therefore are entitled to all, most or a majority of pennies on the dollar (or assets), you won't endear yourself to either the court, the other creditors, or the process. Conversely, judges are skeptical should all creditors have a prior agreement before coming to court, as their job is to scrutinize the process.

As to the matter of experts, the judges were more open or lenient in their acceptance of expert testimony than one would expect. This does not mean that turnaround attorneys and bankruptcy attorneys can or should go out and find anyone to qualify as an expert, but what they were saying is that an expert is not just someone who has worked in commercial real estate for 20 years, for example, but someone who is fully knowledgeable on the area that they are being questioned about.

The panel indicated that Rule 2019–which states among other things: the disclosure of "the amounts of claims or interests owned by members of an ad hoc committee, the times when acquired, the amounts paid therefore, and any sales or other disposition thereof"–is applied based on the case before the judge; and for the moment has no consistent application in bankruptcy courts.

Overall, this was by far one of the most interesting and educational panels to listen to. If you're investing in companies that are considering bankruptcy or any turnaround, I highly recommend you listen to the recording of this panel. We'll provide a link to where you can get it once it's ready. If you can't wait, call up the TMA.

 

5th ANNUAL U.S. MIDDLE-MARKET
FINANCING AWARDS
CHICAGO
JUNE 21, 2010

 
 

NOMINATE YOUR TOP DEALS IN 4 DISTINCT
AWARDS CATEGORIES:

      Major Deals and Dealmakers Awards of the Year
   
  Sector Deal Awards of the Year
   
  Agent of the Year Awards
   
  Firm of the Year Awards

LATE NOMINATION DEADLINE: APRIL 30, 2010

Download Nomination Form

 
 

Winners will be announced at the Middle Market Financing Awards Gala

CHICAGO - JUNE 21, 2010

 
Q & A
Among the Best
William Snyder

When it comes to turnarounds and corporate restructurings across an array of sectors, one go to guy is William Snyder. Snyder is a Managing Partner at CRG Partners and a Certified Turnaround Professional, who has received numerous distinctions over the years, including being named to Turnarounds & Workouts' 2007 People to Watch list, an honor he shares with 11 professionals nationwide. His executive and entrepreneurial experience spans more than 25 years. Snyder, as an interim executive and advisor, has also participated in the restructuring of more than 70 companies. His recent interim-management engagements include:

  • Court-appointed examiner of Mirant, a $6.5 billion merchant energy company
  • CRO of a $7.6 billion integrated poultry company
  • CRO of a $250 million fire engine and chassis manufacturer
  • COO of a $200 million furnishing retailer
  • CEO of a $210 million mattress retailer
  • CFO of a $250 million building products manufacturer
  • CFO of a $250 million computer manufacturer
  • CIO of an $800 million healthcare company
  • Primary advisor to a $500 million staffing company, a $1.4 billion logistics company and a $2 billion construction contractor.

Snyder, in addition, has served as an interim-officer/Examiner/Trustee in more than 20 bankruptcies and is a frequent speaker and presenter on a wide range of turnaround topics. We asked his take on a series of pertinent questions for turnaround professionals.

M.A.: Operational focus received a lot of press post-crisis, what do you see as the major trends for turnaround success going forward?

W.S.: Moving forward, companies should focus on securing enough resources, such as time, money and people, in order to fix the left hand side of the balance sheet before focusing on correcting the right hand side, which is where many companies go wrong. To do this, you can find bridge financing, which will help secure time, and turnaround firms are a great asset for supplementing skill needs. However, because the majority of the fees to financial advisors are based on success fees, I think that the quick 363 sales trend will continue. Many turnaround firms do not want to touch the top line because it is so uncertain. Most turnaround firms are paid by the hour since they work alongside management and, therefore, most of their fees are not success based.

M.A.: What do you see as the trends in financing going forward and how does that impact your thinking when it comes to the turnaround process?

W.S.: I was told that over 50 finance companies have been or will be formed since the October 2008 meltdown. Given that banks only made 35% of the leverage loans in the past five years, then these finance companies will rise to fill the loss of many hedge funds and CLOs. With all these new funds, financing will ultimately become easier in the future.

M.A.: After purchasing a company through a 363 sale, what elements do you first suggest a parent company or investors look at to ensure a successful turnaround, especially given current market conditions?

W.S.: The people factor. Many times firms, are focused on "synergies” in selling, general and administrative expenses, operations and the like. Therefore, they ignore the complexities of integrating cultures and the acquired company, many times, is "vanquished” and the people and their value just dissipate.

M.A.: How has the supply chain been impacted by the credit fallout?

W.S.: There are far fewer players and many of the surviving ones are severely financially troubled. Less than full load carriers are struggling, and they are many times the life blood of smaller middle market companies. Because there are fewer players, contingency plans are harder to develop despite the fact that rates have dropped significantly and it is easier now to transport and ship. Many of the carriers were rolled up in the past few years and others expanded rapidly with easy credit, which turned out to be a massive burden when the downturn came.

M.A.: Commercial real estate is clearly an issue now and going forward, what can M&A professionals do to take advantage of foreclosures and what are some steps you would take to navigate a turnaround?

W.S.: This commercial real estate downturn is very different than others, especially compared to the crisis in the mid-eighties. Banks are holding onto properties and not dumping them, and if the property managers are doing a good job they are far less likely to pull the rug out from underneath them. So now, buyers of distressed properties are very disappointed, and leveraged owners are getting rides they would have never gotten in the past. Banks are much more willing to extend and delay inevitable losses at this point. In a turnaround, the banks will be more understanding if you are a good steward of the properties and feel that they are better served by existing management. This creates the opportunity of more time which under certain circumstances allows for a better result in a turnaround.

M.A.: Companies in the media sector continue to look vulnerable, what would you suggest some of these companies might do to increase revenue or market share (give any example/scenario)?

W.S.: Media companies are now facing "iPad syndrome.” The iPod was a game changer for the music industry and the iPad will be one for media too. The iPad brings a great, visually rich user experience that will likely drive an increase in digital readers. Therefore, publishers and media companies that embrace new technologies and pay models will be better positioned in the long term. What's interesting is that this phenomenon first occurred with dreadnoughts. At the time no one would embrace steel ships for fear of obsolescing their own navies. Then, once one converted they all had to or else they would perish against the competition.

M.A.: How do you see the future of the telecommunications industry going forward? Will there be more consolidation, for example, or do you think new innovative companies will lift the industry?

W.S.: I believe the backbone providers will consolidate and there will continue to be a massive proliferation of content and user equipment providers. Many of the large cell phone providers and the like are currently struggling, and that will continue as capital needs explode to meet the growing needs of users.

M.A.: Finally, what do you attribute CRG Partners' success to?

W.S.: We are a middle market focused consulting company that is committed to clients first. You hear this a lot, but what makes us different is that we don't try to be everything to everyone. By focusing on always delivering maximum value to our clients, we attract professionals with a common purpose and everyone from our newest hires to our oldest clients is familiar with our core values.

M.A.: Thanks William.

 

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Roger Aguinaldo, CEO & Founder
Phone:718.997.7900 • info@maadvisor.com

 
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