Deals

Affiliated Computer Services Inc. (NYSE: ACS) has been hit with two shareholder lawsuits related to its agreed-upon $6 billion buyout by Cerberus Capital Management and ACS founder and chairman Darwin Deason. The complaints argue that the company did not adequately search out the best possible price.

AIG Capital Partners has acquired an undisclosed stake in Falcon Farms, an importer and distributor of flowers from Latin America to the U.S. and Canadian markets. No financial terms were disclosed.

AIG Global Investment Group has closed its acquisition of P&O Ports North America from DP World of Dubai. No financial terms were disclosed, although the asking price was reported to have been around $700 million. DP World acquired the assets last year, via its $6.8 billion purchase of UK-based Peninsular & Oriental Steam Navigation Company, but decided to sell after the idea of a Dubai-based company owning U.S. ports sparked political furor.

Apax Partners has agreed to acquire a 49.9% stake in UK car listings publisher Trader Media from Guardian Media Group for an enterprise value of £1.35 billion. Other bidders reportedly included The Blackstone Group and Cinven.

Apollo Management has agreed to acquire costume jewelry and accessories retailer Claire’s Stores Inc. (NYSE: CLE) for $33 per share. The total transaction is valued at approximately $3.1 billion. Goldman Sachs is serving as financial advisor to Claire’s.

Archer Capital has taken one giant step closer toward its Au$370 million buyout of Australian sporting goods retailer Rebel Sport, after company shareholders approved the Au$4.60 per share deal.

Atos Origin SA shares jumped as much as 30 percent on a Dow Jones report that Permira and Cerberus Capital have made a €4 billion, or €58 per share, buyout bid. Atos Origin is a France-based IT services provider.

Baker & Taylor, a Charlotte, N.C.–based book distributor, has completed its acquisition of a majority of the assets of San Diego-based Advanced Marketing Services Inc. (OTC BB: MKTSQ), a bankrupt provider of customized merchandising, wholesaling and contract distribution services. No financial terms were disclosed. Baker & Taylor is a portfolio company of Castle Harlan.

Balanced Equity Management said that it will oppose the Au$11.2 billion buyout of Australian airline Qantas Airways, because the Au$5.45 per share purchase price is too low. BEM owns around 4% of Qantas. The buyout consortium includes Macquarie Bank and TPG.

Bertelsmann is considering a bid for Thomson Corp. subsidiary Thomson Learning, according to The Financial Times. Such a deal could be valued at up to $5 billion. Bertelsmann might partially finance the deal via a €1 billion private equity platform it formed last month with Citigroup Private Equity and Morgan Stanley Principal Investments. (Thomson Corp. is the parent company of Buyouts publisher Thomson Financial).

Black Diamond Capital Management and Brencourt Advisors have been named “stalking horse” bidders for Werner Holding Co., a bankrupt Greenville, Pa.-based manufacturer and distributor of ladders, climbing equipment and ladder accessories. The deal would provide Werner with an enterprise value of approximately $255.75 million.

The Blackstone Group and GE Capital Solutions has agreed to acquire and split PHH Corp. (NYSE: PHH), a Mt. Laurel, N.J.-based company spun off from Cendant Corp. in early 2005. The deal is valued at around $1.69 billion, with PHH shareholders to receive $31.50 per share in cash (a premium on the previous day’s close of $27.81 per share). PHH has two business units: PHH Mortgage, which originates private-label mortgages for groups like Merrill Lynch; and PHH Arval, which provides fleet management services in North America. Under terms of the deal, Blackstone will get PHH Mortgage while GE will retain PHH Arval.

The Blackstone Group has acquired a controlling interest in RGIS Holdings LLC, an Auburn Hills, Mich.–based inventory and retail services company. No financial terms were disclosed. Goldman Sachs has committed bank note and mezzanine funding.

The Blackstone Group and The Carlyle Group are co-leading a possible rival consortium for TXU, the Dallas-based energy giant that recently agreed to be acquired for $45 billion by KKR and TPG. The Financial Times reports that Hellman & Friedman also is part of the group, but cautioned that a rival bid could be difficult to finance, given that so many banks already have lined up behind KKR and TPG.

Blackrock has become the third Laureate Education Inc. (Nasdaq: LAUR) shareholder to publicly oppose a $3.8 billion buyout by by a consortium that includes Laureate chairman and CEO Douglas Becker, Kohlberg Kravis Roberts & Co., Citigroup Private Equity; S.A.C. Capital Management, SPG Partners, Bregal Investments, Caisse de dépôt et placement du Québec, Sterling Capital, Makena Capital, Torreal SA and Southern Cross Capital. Prior opposition has been voiced by Select Equity Group and T. Rowe Price. Blackrock believes that the $60.50 per share offer price is too low.

Blue Point Capital Partners has acquired Addressing Services Co., a Berlin, Conn.-based direct mail company. No financial terms were disclosed for the deal, which also included equity participation by company management and debt from ORIX Finance Corp. This represents the first deal for Blue Point’s MarketPoint Direct acquisition platform, which is run by former R.R. Donnelley executive Jim Kersten.

Bridgepoint has agreed to acquire the educational division of Amsterdam-based publisher Wolters Kluwer NV, for an enterprise value of €774 million. Wendel Investissement reportedly had been the other short-listed bidder.

Cadbury Schweppes said that it will split into two companies: One focused on drinks, and another focused on confectionary products. The move could come either via a demerger or a sale, with reports suggesting that buyout firms already are scouting out either one or both of the new companies.

California Check Cashing Stores, a retailer of “alternative” financial services like check-cashing and payroll advances, has acquired San Jose, Calif.-based Fast Cash Stories Inc. The deal was backed by CCCS shareholder Golden Gate Capital.

CCMP Capital Advisors and GS Capital Partners were topped in their efforts to acquire Triad Hospitals Inc. (NYSE: TRI). The two firms agreed on a $6.4 billion buyout in February (including $1.7 billion in assumed debt), but Triad was free to solicit superior proposals for next 40 days. And it found one: Community Health Systems (NYSE: CYH) said it has agreed to acquire Triad for $6.8 billion, or $54 per share, compared to the original $50.25 per share offer. Triad will owe CCMP and GS a $20 million breakup fee and another $20 million in reimbursement for out-of-pocket expenses. Lehman Brothers is advising Triad on the sale.

Cerberus Capital Management has offered to acquire BPO and IT services provider Affiliated Computer Services Inc. (NYSE: ACS) for around $6 billion, according to The Wall Street Journal. Cerberus is being joined on the $59.25 per share bid by ACS founder Darwin Deason, who holds around 40 percent of ACS common stock and a control position over a second class of stock.

The Carlyle Group has agreed to acquire the Engineered Products division of Goodyear Tire & Rubber Co. (NYSE: GT) for $1.475 billion. The deal is subject to customary closing conditions, including receipt of regulatory approvals and the completion of a labor agreement with the United Steelworkers union. Goodyear Engineered Products operates 32 facilities in 12 countries, has approximately 6,500 employees and manufactures engineered rubber products for industrial, military, consumer and transportation original equipment end-users. It had 2006 sales of approximately $1.5 billion.

The Carlyle Group has completed its acquisition of Philosophy Inc., a Phoenix–based maker of personal care products in the skin care, bath & body care, fragrances and color cosmetics spaces. No financial terms were disclosed.

The Carlyle Group reportedly has agreed to take a reduced stake in Xugong Group Construction Machinery, in order to help appease Chinese regulators. Carlyle originally agreed to acquire an 85 percent stake for $375 million, and later cut down its prospective ownership to 50 percent. But says that it has now offered to drop down to minority shareholder status with 45 percent.

Chrysalis Capital Partners has completed its $44 million acquisition of Malden Mills Industries Inc., the Lawrence, Mass.-based maker of Polartec fleece apparel. The company was renamed Polartec LLC.

Citigroup Venture Capital has acquired a 19.9 percent stake in Indian financial services company Anand Rathi Securities Ltd. No financial terms were disclosed.

Clayton Dubilier & Rice has agreed to acquire ServiceMaster Co. (NYSE: SVM) for approximately $5.5 billion (including the assumption of debt). Under terms of the deal, ServiceMaster shareholders would receive $15.625 per share, which is around a 16 percent premium over closing price of $13.47 per share the day before the deal was announced. Banc of America Capital Investments, Citigroup Private Equity and JPMorgan Chase have committed to provide equity financing, while leverage will come from Banc of America Securities, Citigroup Global Markets and JPMorgan. Morgan Stanley and Goldman Sachs served as financial advisors to ServiceMaster, which provides residential and commercial customers with such services as lawn care and landscape maintenance, termite and pest control, home warranties, disaster response and reconstruction, cleaning and disaster restoration, house cleaning, furniture repair and home inspection.

Cobasys, a battery maker for hybrid vehicles, is considering strategic options that could include a sale of the company. It currently is co-owned by Energy Conversion Devices Inc. and Chevron Corp., with UBS representing ECD and Goldman Sachs representing Chevron.

Consona Corp. (f.k.a. Made2Manage), an Indianapolis–based provider of enterprise customer management and process solutions, has completed its acquisition of Knova Software Inc. (OTC BB: KNVC). The deal was valued at approximately $47 million in cash, or $5 per share. M2M is owned by Battery Ventures and Thoma Cressey Bravo.

CVC Capital Partners reportedly has teamed with Indian drug maker Aurobindo Pharma Ltd. to bid on Merck KGaA’s global generics business. Prior reports suggest that rival bids will come from Apax Partners/Bain Capital and KKR/Warburg Pincus. The sale is expected to generate between €4 billion and €5.5 billion.

CVC Capital Partners confirmed that it is in buyout talks with Vienna-based specialty steelmaker Boehler-Uddeholm. The company’s stock has skyrocketed over the past week on takeover speculation.

Delta Hydrocarbons, a Dutch oil and gas exploration and production startup, has raised $750 million from 3i Group, Dyas BV and Upstream Capital Partners ($250m per firm). Delta is still seeking an additional $250 million. It was founded by Walter van de Vijver, former CEO of Shell Exploration & Production, and Maarten Scholten, former head of M&A at Schlumberger.

Deutsche Lufthansa and an unnamed U.S. private equity firm have requested financial information on Spanish airline carrier Iberia Lineas Aereas de Espana SA, according to El Pais. A separate news report suggested that TPG is searching for a Spanish partner to make a bid.

Diamond Castle Holdings has agreed to pump another $100 million of equity into Catamount Energy Corp., a Rutland, Vt.-based operator of wind-power generation projects. Earlier this month, Catamount acquired 50% of EPG Fuel Cell LLC, a developer of power projects based on fuel cell technologies.

Doughty Hanson and Mercapital have teamed up to bid on the Continental Auto unit of Actividades de Construccion y Servicios SA, according to Expansion. The offer is believed to be valued at over €700 million, with other interested suitors including Apax Partners, Bridgepoint, 3i, Carlyle Group and Vista Capital. Lazard is running the auction.

Duke Street Capital has acquired Burton’s Foods, a UK-based provider of branded and private-label biscuits and snacks. No financial terms were disclosed. CIBC is providing leverage.

Ensus Group PLC, a UK ethanol producer, said that Carlyle/Riverstone has agreed to fund the construction of a wheat ethanol production facility in Teesside. No financial terms were disclosed.

Entrepreneur Partners of Philadelphia has acquired American Filing Technologies Inc., a St. Louis-based direct marketer of specialized office products that help the healthcare market create, store, maintain and retrieve medical records. No financial terms were disclosed. The deal’s equity tranche was provided by the principals of Entrepreneur Partners, while leverage came from CapitalSource.

Evolution Capital Partners has acquired Learning Horizons Inc. from American Greetings Corp. (NYSE: AM) for an undisclosed amount. Learning Horizons is a provider of supplemental educational products for children.

Fairmont Capital has completed its $127.1 million acquisition of Stampede Meat Inc., a Bridgeview, Ill.-based provider of portion-controlled beef products to the foodservice, retail, and home delivery channels. Sankaty Advisors, PNC Mezzanine Capital and Stempede Meat management also participated.

GateHouse Media Inc. (NYSE: GHS) has agreed to acquire nine publications from The Copley Press Inc. for $380 million. The pubs include seven daily and two weekly newspapers in the Springfield, Ill., Peoria, Ill and Canton, Ohio markets. Their combined circulation is around 275,000. GateHouse was acquired by Fortress Investment Partners in 2005 from Leonard Green, and then went public last year. Fortress still holds a majority ownership position.

General Atlantic has completed its acquisition of a majority stake in AKQA Inc., a San Francisco-based interactive marketing company, from Francisco Partners. No financial terms were disclosed, although The Wall Street Journal had previously reported that the asking price had been between $200 million and $250 million.

Hellman & Friedman has agreed to acquire Kronos Inc. (Nasdaq: KRON), a Chelmsford, Mass.–based provider of human capital management solutions. The deal is valued at approximately $1.8 billion, with Kornos stockholders to receive $55 per share. JMI Equity will also participate on the equity tranche, while Jefferies Broadview is advising Kornos on the sale.

Imperial Capital Corp. has acquired Montreal-based cosmetics company Lise Watier Cosmetiques for an undisclosed amount. Kensington Capital Partners also participated.

Inverness Capital Partners has acquired Faxitron X-Ray Corp., a Wheeling, Ill.-based provider of x-ray systems to customers in the medical, animal research and industrial markets. No financial terms were disclosed.

JLL Partners has agreed to acquire UK-based aerospace components and servicing company Mckechnie Aerospace Holdings Ltd. from Melrose PLC for £434.92 million (including £2.85 million in assumed debt).

Kirtland Capital Partners has completed a $50 million dividend recap of portfolio company Essex Crane Rental Corp., a Buffalo Grove, Ill.–based provider of lattice-boom crawler cranes and attachments.

Lancaster Colony Corp. (Nasdaq: LANC) has sold substantially all of the operating assets of its automotive accessory operations located in Wapakoneta, Ohio, to KN Rubber LLC, a portfolio company of private equity firm Kinderhook Industries LLC. No financial terms were disclosed. Products manufactured at this location include pickup truck bed mats as well as truck and trailer splashguards.

Monomoy Capital Partners has received U.S. Bankruptcy Court approval for its acquisition of The Anchor Hocking Co., a Lancaster, Ohio–based maker and distributor of glassware to the retail, foodservice and specialty markets. The deal is valued at $95 million, including $75 million in cash and the assumption of $20 million worth of ordinary course liabilities.

NPC International Inc., a Lenexa, Kan.-based franchisee and operator of Pizza Hut franchises, has completed its acquisition of 59 additional Pizza Hut units located primarily in Idaho and the Spokane Valley for $27.1 million. The sellers were Pizza Hut of Idaho, Rocky Mountain Pizza Huts, Northwest Restaurant Group and Northern Idaho Pizza Huts. NPC was acquired last year by Merrill Lynch Global Private Equity.

NetStar-1 Inc., an IT solutions provider to government and commercial clients, has raised an undisclosed amount of private equity funding from Lake Capital.

North Castle Partners has completed a dividend recap of portfolio company Octane Fitness Holdings Inc., a Brooklyn Park, Minn.–based designer and distributor of low-impact cardio fitness equipment. The deal was financed via $30 million of revolver and senior-term notes from Golub Capital.

Platte River Ventures has acquired Precision Machine Works Inc., a Tacoma, Wash.-based maker of hard-metal structural components for the commercial and defense aerospace markets. No financial terms were disclosed. In related news, David Baublits has been promoted from VP of operations to CEO of PMW, with former CEO John Gazecki becoming company chairman.

Raytheon Co. (NYSE: RTN) has completed the sale of its Raytheon Aircraft Co. unit to Onex Corp. and Goldman Sachs for $3.3 billion. The company had retained Credit Suisse last July to explore strategic alternatives for the unit, and reportedly had received rival bids from The Carlyle Group and Cerberus Capital Management.

Riverlake Partners has acquired O’Currance Teleservices Inc., a Salt Lake City-based telemarketing company. No financial terms were disclosed, although LBO Wire reports that Riverlake committed around $6.5 million in equity while Fifth Street Capital arranged just under $10 million in senior debt.

Royal Ahold is expected to receive at least three bids for its U.S. Foodservice unit, according to The Deal. Bids are due next month with an estimated price-tag of around $5.5 billion. Groups include Clayton Dubilier with KKR; Bain Capital, Blackstone Group and Wellspring Capital Management; and Madison Dearborn with GTCR Golder Rauner.

Silver Lake Partners and Texas Pacific Group have agreed to reduce the breakup fee on their proposed $5 billion acquisition of travel reservations company Sabre Holdings (NYSE: TSG), from $135 million to $80 million. The move comes following Sabre’s settlement with shareholders who had filed suit over the proposed merger.

Spire Capital has acquired SalvageSale Inc., a Houston, Texas-based online marketplace and services provider for commercial insurance salvage and corporate end-of-life assets.The deal was done in partnership with company management, while sellers included Securitas Ventures, American Re and Merrill Lynch Ventures. Stifel Nicolaus served as financial advisor to SalvageSale.

Spire Capital Partners has agreed to acquire a majority stake in Professional Bull Riders Inc., a Colorado Springs, Colo.-based professional bull riding organization. No financial terms were disclosed. Bear Stearns is advising PBR on the deal.

Svoboda Collins has acquired Border Construction Specialties, a Phoenix, Ariz.–based distributor of specialty construction products to contractors in the southwestern United States.

TA Associates has acquired a minority interest in K2 Advisors, a $5.5 billion hedge fund-of-funds manager. No financial terms were disclosed.

TA Associates has agreed to acquire UK-based fund manager Jupiter Asset Management from Commerzbank for just over €1 billion.

Take-Two Interactive Software Inc. (Nasdaq: TTWO), a video game maker known for its Grand Theft Auto series, delayed its shareholder meeting and said that it may put itself up for sale. The move comes after dissident shareholders—including SAC Capital and OppenheimerFunds—threatened to install their own management and board members.

Telecom New Zealand Ltd. has agreed to sell its Yellow Pages unit for NZ$2.24 billion (approx. US$1.6 billion) to CCMP Asia and Teachers’ Private Capital. An alternate offer reportedly had been made by KKR and Seven Network Ltd. of Australia.

TricorBraun, a St. Louis–based rigid packaging company controlled by Code Hennessy & Simmons, has acquired Boston-based Independent Packaging Inc. (I-PAK). No financial terms were disclosed.

Tripos Inc. (Nasdaq: TRPS) shareholders have approved the sale of its Discovery Informatics business to Vector Capital, as part of a larger plan of company dissolution. The deal is expected to close this week.

TPG has agreed to acquire the Surgery Division of HealthSouth Corp. (NYSE: HLS), a network of 139 outpatient surgery centers and three surgical hospitals in 35 states that provide surgical services to physicians and their patients. The deal is valued at approximately $945 million, including a $920 million purchase price and an equity interest whereby HealthSouth has the opportunity to participate in newly-formed company.

Veronis Suhler Stevenson has acquired a control position in MediZine LLC, a publisher of health and fitness magazines like Healthy Living. No financial terms were disclosed.

Vertrue Inc. (Nasdaq: VTRU), a provider of Internet direct marketing services, has agreed to be acquired by One Equity Partners, Oak Investment Partners and Rho Ventures. The deal is valued at a total of $800 million, with Vertrue stockholders to receive $48.50 per share (21 percent premium to price prior to first media report of a possible buyout). Jefferies Broadview advised Vertrue on the deal, while the equity consortium will receive debt financing from Lehman Brothers and JPMorgan.

Wildlands Inc., a Rocklin, Calif.-based company focused on wetlands mitigation and conservation banking, has raised an undisclosed amount of private equity funding from Parthenon Capital. Wildlands creates environmental credits, which it then sells and trades on the open market to public agencies, private developers and financial institutions to mitigate for environmental impacts and enable developers to complete projects in a timely manner.

Windjammer Capital has acquired Rotex Inc., a Cincinnati-based maker of screening equipment and technology. No financial terms were disclosed. Harris Williams advised Rotex on the deal.