What: Provider of real-time information services Neustar, Inc. to be acquired by a private investment group led by Golden Gate Capital for approximately US$2.9 billion.
Why it matters: Under the terms of the agreement Neustar’s shareholders will receive us$33.50 per share in cash.
Neustar, Inc., a trusted, neutral provider of real-time information services, announced that it has entered into a definitive agreement to be acquired by a private investment group led by Golden Gate Capital in a transaction valued at approximately US$2.9 billion, including debt to be refinanced.
Under the terms of the agreement, which was unanimously approved by Neustar’s Board of Directors, Neustar’s shareholders will receive us$33.50 per share in cash. This represents a premium of 45% to Neustar’s closing stock price on November 11, 2016, the day prior to Golden Gate Capital’s filing of a Form 13F with the SEC disclosing an equity position in Neustar. An affiliate of GIC will also invest in Neustar and will become a minority owner of the Company following closing of the transaction.
“We are pleased to have reached this agreement, which will deliver certain and immediate value to our shareholders,” said James Cullen, Neustar’s Chairman of the Board of Directors. “We are confident that today’s announcement represents the best path forward for all of Neustar’s stakeholders.”
Since the beginning of 2011, Neustar has been executing against a multi-year strategic plan to leverage the Company’s leading position in Order & Inventory Management and real-time Numbering Services, including foundational capabilities in managing complex datasets and authoritative real-time connectivity, to become a market-leading provider of Information Services. Neustar has built a robust market position around unique, hard-to-replicate datasets and the data science that provides authoritative identities, updated in real time. At the same time, the Information Services business has been built independent of the Number Portability Administration Center (“NPAC”) operations and data.
“We believe this transaction will enable us to continue to execute against our strategy and strengthen our market position as a leader in marketing, risk, security and communication solutions,” said Lisa Hook, Neustar’s President and Chief Executive Officer. “Golden Gate Capital and GIC offered us a compelling opportunity to continue to invest and pursue long-term growth with operational flexibility, and we look forward to working with these two sophisticated investors. Importantly, customers, employees and partners will continue to benefit as we execute against our strategy.”
“We strongly believe in the Company’s strategic direction and have been very impressed with the team’s ability to transform the business into both a trusted, neutral provider to the telecom industry and a leading information services provider,” said Rishi Chandna, a Managing Director with Golden Gate Capital. “We look forward to partnering with the Neustar team to achieve its strategic objectives, make the Company’s competitive advantages even more compelling and drive value for all of Neustar’s stakeholders.”
The transaction, which is expected to close no later than the end of the third calendar quarter of 2017, is subject to approval by Neustar’s shareholders, regulatory approvals and other customary closing conditions. Under the terms of the agreement, the Company may solicit alternative proposals from third parties for 30 days. There can be no assurances that this process will result in a superior proposal.
J.P. Morgan Securities LLC is serving as financial advisor while Goodwin Procter and Wiley Rein are serving as legal advisors to Neustar. BofA Merrill Lynch, UBS Investment Bank, Jefferies Finance LLC and an affiliate of Angel Island Capital have agreed to provide debt financing in connection with the transaction. BofA Merrill Lynch is serving as financial advisor and Kirkland & Ellis and Nob Hill Law Group are serving as legal advisors to Golden Gate Capital. Sidley Austin LLP is serving as legal advisor to GIC.