FIRST EAGLE INVESTMENT MANAGEMENT AGREES TO ACQUIRE NEWSTAR FINANCIAL

Similar documents
DENTSPLY and Sirona Announce Combination to Create The Dental Solutions Company in $13 Billion Merger of Equals

Harris Corporation and L3 Technologies to Combine in Merger of Equals to Create a Global Defense Technology Leader

Gartner to Acquire CEB for $2.6 Billion in Cash and Stock

SJW Group Remains Committed to Merger of Equals with Connecticut Water and its Potential to Create Significant Long-Term Value for Shareholders

SJW GROUP AND CONNECTICUT WATER SERVICE, INC. TO COMBINE IN ALL-STOCK TRANSACTION TO CREATE LEADING WATER UTILITY COMPANY

SJW Group and Connecticut Water Amend Agreement; SJW Group to Acquire All Connecticut Water Shares for $70.00 per Share in Cash

AIG Acquisition of Validus Holdings: A Step Forward in AIG s Profitable Growth Strategy. Investor Presentation January 22, 2018

Filed by Dell Technologies Inc.

OFFICEMAX AND OFFICE DEPOT ANNOUNCE MERGER OF EQUALS TO CREATE $18 BILLION GLOBAL OFFICE SOLUTIONS COMPANY

LHC Group and Almost Family: A Leading National Provider of In-Home Healthcare. November 16, 2017

FTD Group, Inc. FTD Companies, Inc. Acquisition of Provide Commerce Supplemental Presentation

LHC GROUP AND ALMOST FAMILY ANNOUNCE MERGER OF EQUALS TO CREATE LEADING NATIONAL PROVIDER OF IN-HOME HEALTHCARE SERVICES

Virtus Investment Partners, Inc. of Common Stock

ONE MADISON CORPORATION TO COMBINE WITH RANPAK

Phillips Edison & Company, Inc. ( PECO ) to Merge with Phillips Edison Grocery Center REIT II, Inc. ( REIT II ) FAQs

ACI WORLDWIDE TO ACQUIRE S1 CORPORATION. Creates Global Leader in Enterprise Payments Solutions

American Midstream Partners to merge with JP Energy Partners, creating a $2 billion diversified midstream MLP

Important Information for Investors and Stockholders

Shareholders Expected to Benefit from a Number of Outcomes

NEWS DIAMONDBACK ENERGY, INC. TO ACQUIRE ENERGEN CORPORATION IN ALL-STOCK TRANSACTION. For Immediate Release

Phillips Edison Grocery Center REIT II, Inc. ( REIT II ) to Merge with Phillips Edison & Company, Inc. ( PECO ) FAQs

Focus Financial Partners. Loring Ward to Merge with The Buckingham Family of Financial Services

Maximum Offering of 250,000,000 Shares of Common Stock Minimum Offering of $1,000,000

Chevron Announces Agreement to Acquire Anadarko

Investor Presentation

FS GLOBAL CREDIT OPPORTUNITIES FUND

CF Corporation to Acquire Fidelity & Guaranty Life in Transformative All-Cash Transaction Valued at $1.835 Billion

SJW Group Board of Directors Issues Letter to Fellow SJW Group Stockholders. The Choice is Clear: Concrete Value Creation vs.

OMAM. Investor Presentation. Fourth Quarter 2014

NEWS RELEASE. Westmoreland Enters MLP Space. Agrees to Acquire the General Partner of Oxford Resource Partners

As filed with the Securities and Exchange Commission on November 21, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

athenahealth Enters Definitive Agreement to be Acquired by Veritas Capital For $135 Per Share in Cash

IntercontinentalExchange to Acquire NYSE Euronext For $33.12 Per Share in Stock and Cash, Creating Premier Global Market Operator

BAML Banking and Financial Services Conference

SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 2017 PRELIMINARY PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 25, Shares

CURRENT REPORT CEQUEL COMMUNICATIONS HOLDINGS I, LLC. October 11, 2012

DUPONT AND DOW TO COMBINE IN MERGER OF EQUALS

GREIF, INC. (Exact name of registrant as specified in its charter)

Third Quarter 2018 Earnings Results

WMIH CORP. Amendment of Series B Convertible Preferred Stock. December 12, 2017

Presentation to KCAP Investors

SJW Group Comments on Cal Water s Proxy Contest and Reaffirms Commitment to Merger of Equals with Connecticut Water

RBC Capital Markets Financial Institutions Conference March 13, The PNC Financial Services Group

Triangle Capital Corporation Barings LLC

Great Elm Capital Corp. (NASDAQ: GECC) Investor Presentation Quarter Ended December 31, 2016

Concho Resources Inc. to Acquire RSP Permian, Inc. in All-Stock Transaction

ESSENDANT AND GENUINE PARTS COMPANY S S.P. RICHARDS BUSINESS TO COMBINE TO FORM STRONGER, MORE COMPETITIVE NATIONAL BUSINESS PRODUCTS DISTRIBUTOR

Shea Snyder. Devon Energy and Crosstex Energy to Create New Midstream Business

Contact: Valley National Bancorp State Bancorp, Inc.

FS Investment Corporation

Potlatch and Deltic Timber to Combine to Create Leading Timberland REIT and Lumber Manufacturer

Creating Value by Accelerating Transformation & Growth

Saban Capital Acquisition Corp. Enters into a Merger Agreement with Panavision and Sim

FRONTIER COMMUNICATIONS TO ACQUIRE VERIZON ASSETS CREATING NATION S LARGEST PURE RURAL COMMUNICATIONS SERVICES PROVIDER

MERGER PRESENTATION FEBRUARY 13, 2018

Meta Financial Group, Inc. Transformational Merger with Crestmark Bancorp, Inc. Investor Presentation January 9, 2018

IAC s HomeAdvisor to Combine with Angie s List

ENERGY TRANSFER EQUITY & ENERGY TRANSFER PARTNERS. ETE Acquisition of ETP August 2, 2018

GAP INC. ANNOUNCES PLAN TO SEPARATE INTO TWO INDEPENDENT PUBLICLY TRADED COMPANIES. Old Navy to Become Standalone Company

Intelsat and PanAmSat to Merge, Creating World-Class Communications Solutions Provider

Formation of Magnolia creates a large-scale, oil-weighted, pure-play South Texas independent oil and gas operator

Press Release. Wieland Group and Global Brass and Copper Announce Definitive Merger Agreement 1/6

Colony NorthStar Credit Real Estate, Inc.

AmTrust to Receive Gross Cash Proceeds of Approximately $950 Million to Support Organic Growth and Value Creation Opportunities

Sale of Real Estate to Gaming and Leisure Properties, Inc. July 21, 2015

Charter and Comcast Agree to Transactions That Will Benefit Shareholders, Industry and Consumers. April 28, 2014

Creating a Leading National Water Utility

CenterState Bank Corporation Announces Acquisition of National Commerce Corporation

Bats Reports Fourth Quarter Net Income Growth of 50% Sets Record for Full Year 2016 Net Revenue of $436 Million

AGL Resources to be Acquired by Southern Company. August 24, 2015

January 20, 2014, Dear ONEOK Shareholder:

Blackstone Reports Second Quarter 2018 Results

VISTRA ENERGY CORP. (Exact name of registrant as specified in its charter)

Blackstone Reports Fourth Quarter and Full Year 2018 Results

Building Value at Banner. Strategic Merger with AmericanWest Bank Investor Presentation November 6, 2014

25,000,000 Shares. New Residential Investment Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT

Subject Company: CH2M Hill Companies, Ltd. Commission File No

Houlihan Lokey is an advisory-focused investment

A Superior Proposal for 21 st Century Fox Shareholders JUNE 13, 2018

Simplification Overview and

Connecticut Water Issues Statement Regarding Eversource Energy s Intention to Launch Distracting Proxy Contest

It is important that your vote be received no later than the time of the Meeting.

GENERAL MILLS ACCELERATES PORTFOLIO RESHAPING WITH ACQUISITION OF BLUE BUFFALO PET PRODUCTS

Customer Service Talking Points July 3, 2015

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter)

Credit Suisse Financial Services Forum

Affiliated Managers Group, Inc.

Proposed Amendment to Delaware Law May Increase Pressure for Private Equity-Sponsors to Use Two-Step Merger Structures in Going- Private Transactions

WABTEC AND GE TRANSPORTATION TO MERGE, CREATING GLOBAL LEADER FOR RAIL EQUIPMENT, SERVICES AND SOFTWARE

$100,000, % Senior Notes due 2022

Acquisition of Calgon Carbon

FOR IMMEDIATE RELEASE Media: Investor Relations: July 27, 2017 Gary Chapman Ivan Marcuse The Woodlands, TX (281) (281) NYSE: HUN

Brookfield and TerraForm Power: New Sponsor Transaction. March 7, 2017

Amcor & Bemis Combination Creating the Global Leader in Consumer Packaging. 6 August 2018

Blackstone Reports Third Quarter 2018 Results

Two Harbors Investment Corp. and CYS Investments, Inc. Announce Final Exchange Ratio for Proposed Merger

/tv b5...

Full Year and Fourth Quarter 2018 Earnings Results

MERGER SUPPLEMENT March 7, 2018

Transcription:

FIRST EAGLE INVESTMENT MANAGEMENT AGREES TO ACQUIRE NEWSTAR FINANCIAL First Eagle to pay $11.44 per NewStar share in cash plus contingent value rights worth up to an estimated additional $0.88-1.00 per share Combination of like-minded investment managers brings together NewStar s proven direct lending platform and credit investment capabilities with First Eagle s established asset management business NewStar to concurrently sell portfolio of investment assets, including approximately $2.4 billion in middle-market loans and other credit investments, to a fund sponsored by GSO Capital Partners NewStar to continue servicing investment portfolio on behalf of GSO, ensuring continuity for its private equity clients and their portfolio companies NEW YORK and BOSTON Oct. 17, 2017 First Eagle Investment Management ( First Eagle ) and NewStar Financial Inc. (Nasdaq:NEWS) ("NewStar ) announced today that they have entered into a definitive agreement for First Eagle to acquire NewStar, an established lender and investment manager specializing in direct lending to middle-market companies and management of broadly syndicated loans. NewStar stockholders are expected to receive total consideration estimated at $12.32 to $12.44 per share, which represents a premium of 10.4% to 11.5% over NewStar s 3-month volume weighted average price of $11.16 as of October 16, 2017, the last trading day before the transaction announcement. The contingent value rights entitle the holders to certain tax refunds generated by the transaction, the amount of which will vary depending upon, among other things, whether the transaction closes in 2017 or 2018. First Eagle is an independent, privately-owned investment firm with approximately $116 billion in assets under management, and NewStar manages approximately $7.3 billion of assets 1 across multiple credit funds. Following completion of the transaction, First Eagle plans to offer its new credit strategies to institutional and retail investors. The transaction is being made through First Eagle s holding company, First Eagle Holdings, Inc. In a related transaction, NewStar has entered into a definitive agreement to sell a portfolio of investment assets, including approximately $2.4 billion of middle-market loans and other credit investments, to a newly formed investment fund sponsored by GSO Capital Partners LP, the global credit investment platform of Blackstone Group L.P. The closing of First Eagle s acquisition of NewStar is conditioned upon, among other things, GSO s completion of the acquisition of such assets. At closing, NewStar will enter into a servicing agreement with GSO, under which NewStar s current investment team will continue to service the portfolio of assets sold to the investment fund. 1 As of June 30, 2017 and pro forma for the acquisition of Fifth Street CLO Management LLC in July 2017, which added $726 million of additional AUM.

Credit strategies focused on middle market lending will continue to provide a compelling risk-adjusted solution for investors looking for meaningful and sustainable income, even if interest rates normalize in the future, said Mehdi Mahmud, President and Chief Executive Officer of First Eagle. NewStar has an excellent reputation, deep industry experience and one of the longest proven track records of lending prudently to middle market companies and managing broadly syndicated loan portfolios. Its investmentcentric culture and conservative investment philosophy align well with First Eagle s core investment tenets. We look forward to welcoming NewStar employees into the First Eagle family. Tim Conway, Chief Executive Officer of NewStar commented: Together these transactions accelerate NewStar s strategy to transform from a balance sheet driven commercial finance company into an investment manager of third-party assets, while unlocking the value of our portfolio investments and asset management platform for stockholders. NewStar has been taking steps intended to increase stockholder value by returning capital through dividends and share repurchases, growing managed assets through acquisition and new fund formation, and streamlining operations to improve efficiency. The transactions announced today are a culmination of that strategy and deliver compelling value for NewStar stockholders. The transactions also allow us to transition seamlessly to a larger investment platform, while maintaining continuity for our customers. Bennett Goodman, Senior Managing Director and Co-Founder of GSO added: We are pleased to move forward with the acquisition of NewStar s high quality $2.4 billion loan portfolio. We believe this investment represents a very attractive and unique opportunity for GSO and our investment partners that leverages all the strengths of the GSO platform. Through an ongoing relationship with NewStar, we will collaborate closely on their complementary middle market direct lending strategies. Continued collaboration is a demonstration of our confidence that NewStar s investment philosophy, process and team will continue to thrive under First Eagle ownership. Consideration to NewStar Stockholders Under the merger agreement with First Eagle, the NewStar stockholders will receive $11.44 in upfront cash and one non-transferable contingent value right (CVR) for each NewStar share held at the closing of the transaction. Each CVR will entitle its holder to receive pro-rata distributions of any tax refunds received by NewStar following the closing as a result of a carryback of NewStar s losses generated primarily from the sale of assets to GSO. 30% of any such tax refund will be distributed to the CVR holders promptly upon receipt, with the remainder to be held in escrow pending approval from the Congressional Joint Committee on Taxation (JCT) or the completion of applicable tax audits. NewStar estimates these refunds to total $1.00 per share if the transaction closes in 2017 or $0.88 per share if the transaction closes in 2018. NewStar expects to be able to file for these refunds by the third quarter of 2018. Actual timing of receipt and disbursement of these tax refunds to CVR holders will depend on the timing of potential IRS audits and JCT approval and other factors not within NewStar s control. Go Shop Period The agreements with First Eagle and GSO include a 30 day "go shop" period, during which NewStar, with the assistance of its financial advisors Credit Suisse Securities (USA) LLC and Houlihan Lokey Capital, Inc., will actively solicit, evaluate and potentially enter into negotiations with parties that offer alternative proposals to acquire NewStar. The go-shop period runs through November 15, 2017. There can be no assurance that this process will result in a superior proposal. NewStar does not intend to disclose 2

developments with respect to the go shop process unless and until its board of directors has made a decision with respect to any potential superior proposal. Acquisition Funding First Eagle plans to fund the merger with cash from its balance sheet, the assumption of a modest amount of existing debt related to assets being purchased, and NewStar cash, including the net proceeds (after repayment of certain indebtedness and other obligations) from GSO s acquisition of NewStar s assets. GSO has obtained a commitment letter for an asset-based revolving credit facility with borrowing capacity of up to $1.85 billion led by Wells Fargo Bank, N.A. In addition, GSO has obtained equity commitments of $950 million from investors in a newly formed investment fund sponsored by GSO that will be purchasing the NewStar assets. Approvals The transactions have been approved by NewStar s and First Eagle s boards of directors and are subject to approval of NewStar s stockholders as well as other customary closing conditions, including certain consents with respect to NewStar s existing funds. Advisors Credit Suisse Securities (USA) LLC and Houlihan Lokey Capital, Inc. served as NewStar s financial advisors and Simpson Thacher & Bartlett LLP and Locke Lord LLP served as its legal counsel. Wells Fargo Securities, LLC served as First Eagle s and GSO s financial advisor. Goodwin Procter LLP served as First Eagle s legal counsel and Sidley Austin LLP served as GSO s legal counsel. About First Eagle Investment Management First Eagle Investment Management is an independent, privately-owned investment management firm headquartered in New York with approximately US$116 billion in assets under management (as of September 30, 2017). Dedicated to providing prudent stewardship of client assets, the firm focuses on active, fundamental and benchmark-agnostic investing, with a strong emphasis on downside protection. Over a long history dating back to 1864, First Eagle has helped its clients avoid permanent impairment of capital and earn attractive returns through widely varied economic cycles a tradition that is central to its mission today. The firm s investment capabilities include equity, fixed income and multi-asset strategies. For more information, please visit www.feim.com. About NewStar NewStar (NASDAQ:NEWS) is an internally-managed, commercial finance company with $7.3 billion of assets managed across two complementary business lines middle market direct lending and asset management. The Company's direct lending activities are focused on meeting the complex financing needs of companies and private investors in the middle markets through specialized lending groups that offer a range of flexible debt financing options. Credit investments are originated directly through teams of experienced, senior bankers and marketing officers organized around key industry and market segments. Through its asset management platforms, NewStar offers a range of investment products employing credit-oriented strategies focused on middle market loans and liquid, tradeable credit. The Company manages approximately $2.0 billion of assets in a series of private credit funds that co-invest in middle market loans originated through its established leveraged finance lending platform. Through its wholly-owned subsidiary, NewStar, the Company also has more than $2 billion of assets managed 3

across a series of CLOs that invest primarily in broadly syndicated, non-investment grade loans, as well as other sponsored funds and managed accounts that invest across various asset classes, including noninvestment grade loans and bonds. NewStar is headquartered in Boston, MA and has regional offices in Chicago, IL, Norwalk, CT, and New York, NY. For more detailed information, please visit our website www.newstarfin.com. About GSO GSO is the global credit investment platform of Blackstone (NYSE: BX). With approximately $95 billion of assets under management, GSO is one of the largest alternative managers in the world focused on the leveraged-finance, or non-investment grade related, marketplace. GSO seeks to generate attractive riskadjusted returns in its business by investing in a broad array of strategies including mezzanine debt, distressed investing, leveraged loans and other special-situation strategies. Its funds are major providers of credit for small and middle-market companies and they also advance rescue financing to help distressed companies. Media Contacts For First Eagle: Kekst Jeremy Fielding / Peter Hill 212-521-4800 jeremy.fielding@kekst.com / peter.hill@kekst.com For NewStar: Abernathy MacGregor Patrick Clifford / Kendell Moore 212-371-5999 pfc@abmac.com / kem@abmac.com For GSO: Christine Anderson 212-583-5182 Christine.Anderson@blackstone.com Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and businesses of the Company. Some of these statements can be identified by terms and phrases such as anticipate, believe, intend, estimate, expect, continue, could, should, may, plan, project, predict and similar expressions. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the failure to obtain the required vote of the Company s stockholders; (2) the timing to consummate the transaction; (3) the risk that a condition to closing of the transactions may not be satisfied; (4) the failure of GSO Capital Partners to obtain the necessary debt or equity financing; (5) the risk that a regulatory approval that may be required for the proposed transactions is delayed, is not obtained, or is obtained subject to conditions that are not anticipated; (6) the diversion of management time on the proposed transactions; 4

(7) any legal proceedings that may be instituted against the Company and others relating to the proposed transactions; (8) the risk that the transactions and their announcement, or compliance by the Company with the operating restrictions in the transaction agreements, could have an adverse effect on the Company s business and (9) the risk that NewStar Financial Inc. may not realize any or a portion of the tax refunds applicable to the CVRs (or that such tax refunds may be delayed or subject to disputes by the JCT or taxing authorities). Additional factors that may cause results to differ materially from those described in the forwardlooking statements are set forth in the Company s filings with the Securities and Exchange Commission (the SEC ), including Item 1A ( Risk Factors ) of its 2016 Annual Report on Form 10-K, as supplemented by any Risk Factors contained in its Quarterly Reports on Form 10Q. The Company's forward looking statements speak only as of the date hereof and the date they are made. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional Information and Where to Find It This communication is being made in respect of the proposed transactions involving First Eagle Investment Management, LLC, GSO Capital Partners and NewStar Financial Inc. The proposed transactions will be submitted to the stockholders of the Company for their consideration. In connection therewith, the Company intends to file relevant materials with the Securities and Exchange Commission (the SEC ), including a definitive proxy statement. However, such documents are not currently available. This communication does not constitute a solicitation of any vote or approval. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors will be able to obtain free of charge the proxy statement (when available) and other documents filed with the SEC at the SEC s website at http://www.sec.gov. In addition, the proxy statement and our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website at www.newstarfin.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Participants in Solicitation The directors, executive officers and certain other members of management and employees of the Company are participants in the solicitation of proxies from stockholders of the Company in favor of the proposed asset sale and the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed asset sale and the proposed merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in its definitive proxy statement filed with the SEC on Schedule 14A on April 21, 2017. 5