TMS International Corp. (NYSE:TMS) and The Pritzker Organization, LLC (TPO) announced earlier today a definitive merger agreement under which business interests of certain members of the Pritzker family will acquire TMS in an all-cash transaction valued at approximately $1 billion, including refinanced third-party debt. Kaye Scholer is advising TMS on legal matters related to the transaction.
The transaction is expected to close in the fourth quarter of 2013 and is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Kaye Scholer team was led by Senior Corporate Partner Joel Greenberg, and included Partners Derek Stoldt, Sheryl Gittlitz, Christopher Peterson, Jeffrey London, Laurie Abramowitz, Claudia Higgins and Sebastian Jungermann, Counsel Peter Danias, and Associates Tracy Romano, Viktoriya Karshenboyem, Brian Witkowski, Connie Ericson and Gregg Benson, along with Legal Assistant Stivens Ovalle.
Below is a copy of the press release issued by TMS and Pritzker earlier today:
The Pritzker Organization Announces Acquisition Of TMS International Corp. In An Approximately $1 Billion Transaction
The Pritzker Organization Announces Acquisition Of TMS International Corp. In An Approximately $1 Billion Transaction
PITTSBURGH & CHICAGO — August 26, 2013
TMS International Corp. (NYSE:TMS) and The Pritzker Organization, LLC (TPO) announced today a definitive merger agreement under which business interests of certain members of the Pritzker family will acquire TMS in an all-cash transaction valued at approximately $1 billion, including refinanced third-party debt. Under the terms of the agreement, TMS stockholders will receive $17.50 in cash for each share of TMS Class A common stock and Class B common stock.
Through its subsidiaries, including Tube City IMS Corporation, TMS is the largest provider of outsourced industrial services to steel mills in North America as measured by revenue and has a substantial and growing international presence. TMS provides mill services at 81 customer sites in 12 countries and operates 36 brokerage offices from which it buys and sells raw materials across five continents.
Raymond Kalouche, TMS President and CEO, said, “We have built a world-class outsourced industrial services company over the past six years during our partnership with Onex. With this transaction, we are pleased to be able to maximize stockholder returns while positioning ourselves to continue to deliver exceptional value for our customers and expand our global operations as a privately held company, with TPO as our new long-term partner.”
Tom Pritzker, Chairman and CEO of The Pritzker Organization, said, “TMS is a leading provider of mill, procurement, and logistics services to the steel industry, with an exceptional management team and a proven track record of delivering value to its customers. We are delighted to have the opportunity for TPO to participate in and support the growth of the business over the long-term. Throughout TPO’s history, we have partnered with strong management teams to build durable businesses for the future. We look forward to working closely with the TMS management team in a similar fashion to help them build on their impressive track record of success.”
The transaction is expected to close in the fourth quarter of 2013. Completion of the transaction is subject to certain closing conditions, including, among other things, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Upon completion of the transaction, TMS will become a privately held company and its common stock will no longer trade on the NYSE.
The TMS Board of Directors has unanimously approved and declared advisable the definitive merger agreement and the transactions contemplated thereby. Following the execution of the definitive merger agreement, Onex Corporation and certain of its affiliates, the holders of approximately 60% of the outstanding shares of TMS common stock, executed a written consent adopting and approving the definitive merger agreement. No additional stockholder action is required to adopt or approve the definitive merger agreement.
The transaction will be financed through a combination of debt and equity commitments, and is not conditioned upon the consummation of such financing. Goldman Sachs Bank USA and J.P. Morgan are providing committed debt financing. Committed equity funding is being provided by business interests of Tom Pritzker and Gigi Pritzker. BofA Merrill Lynch is acting as financial advisor to TMS and Kaye Scholer LLP is advising TMS on legal matters in connection with the transaction. Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as financial advisors to TPO and Latham & Watkins LLP is acting as legal advisor to TPO and the Pritzker family business interests.
