Printer Friendly

KEYSTONE, INC. AND ACADIA PARTNERS, L.P. LEAD $1.2 BILLION OFFER FOR MACMILLAN AND OAG

 KEYSTONE, INC. AND ACADIA PARTNERS, L.P.
 LEAD $1.2 BILLION OFFER FOR MACMILLAN AND OAG
 FORT WORTH, Texas, Nov. 10 /PRNewswire/ -- An investor group led by Keystone, Inc. (formerly the Robert M. Bass Group) and Acadia Partners, L.P., and including Bain Capital, Bear, Stearns & Co. Inc. and DLJ Merchant Banking, Inc., confirmed today that it has offered approximately $1.2 billion to acquire Macmillan, Inc., Official Airline Guides, Inc. (OAG), and their subsidiaries from Maxwell Communication Corporation plc (MCC). In addition, the offer provides for MCC to retain the net proceeds from Macmillan's ownership of all shares of Berlitz International, Inc., including those subject to litigation.
 Under the terms of the transaction, a new corporation formed by the investor group would pay $725 million in cash (adjusted by an amount to be mutually agreed upon reflecting certain contingent liabilities) for the capital stock of the companies, plus the assumption of all liabilities of Macmillan and OAG to third parties. The investor group said it is prepared to enter immediately into a letter of intent, and to finalize its due diligence within 45 days. The investor group believes the transaction could close shortly thereafter.
 The investor group has committed $200 million of equity capital to the transaction. Chemical Bank has committed to provide a $300 million bank credit facility. The remaining debt financing will be raised by the investor group's financial advisers, Donaldson, Lufkin & Jenrette Securities Corporation and Bear, Stearns & Co. Inc., which are highly confident that such financing can be obtained under current market conditions.
 The investor group stated that its bid was consistent with the value anticipated by MCC when the previously announced plan to break up the company was adopted in June by the creditors, after adjustment for the fact that the recent performance of many of the businesses has fallen well below expectations.
 The investor group believes that value to MCC and its creditors will be maximized by keeping the company intact, in comparison with the break up plan. Greater value will be achieved by:
 -- Providing for a substantial amount of cash to creditors immediately rather than a gradual payout through a protracted disposition process.
 -- Eliminating the risk associated with the new issue equity markets.
 -- Avoiding potential antitrust issues surrounding the sale of OAG to the most likely strategic buyer.
 -- Ending the deterioration in value caused by the uncertainty for employees, suppliers, creditors and others associated with the companies.
 -- Strengthening an important relationship with the companies' partner in the Macmillan/McGraw-Hill School Publishing Company joint venture.
 -- Eliminating significant additional transaction and bankruptcy costs by selling the companies in a single transaction on a timely basis.
 The investor group said that it hoped to retain current management upon completion of the acquisition, noting that existing management has performed very well despite a poor economic environment and the conditions arising from MCC's bankruptcy.
 MCC filed for bankruptcy in December 1991 and is operating under the supervision of both the U.S. and U.K. courts.
 Macmillan, OAG and their subsidiaries collectively represent one of the nation's largest information and publishing companies, providing a wide assortment of information and educational materials to a variety of industries and academic communities. The businesses consist of Macmillan, OAG, Standard Rate & Data Service, Molecular Design (MDL), a 50 percent interest in the Macmillan/McGraw-Hill School Publishing Company and various other long-established publishing and information properties.
 Keystone, Inc., is the primary investment vehicle for financier Robert M. Bass and his associates. Together and independently, Keystone, Inc., and Acadia Partners have investments in a wide variety of industries including media, publishing and information services businesses. Major investments include Bell & Howell, American Savings Bank, National Reinsurance, Ivex Packaging, and Wometco and Georgia Cable.
 Acadia Partners, L.P. is a $1.7 billion private investment partnership. The partnership's investment advisor is Oak Hill Partners, Inc., New York City. Acadia has a portfolio of 18 privately held companies, as well as investments in publicly traded securities.
 Bain Capital is an investment partnership which provides equity capital to finance acquisitions and management buyouts. Since 1984, Bain Capital has invested in more than 50 companies in a wide variety of industries including information services, retailing and manufacturing. Transactions include EduServ Technologies, ABRY Communications, Duane Reade and Specialty Retailers.
 Bear Stearns is a leading international investment bank with approximately $2 billion in capital. As an active participant in both the mergers and acquisitions and high yield financing markets, the firm has acted as principal and agent in numerous transactions. The company has also led a number of leveraged buyout transactions.
 DLJ Merchant banking, Inc., a wholly owned subsidiary of Donaldson, Lufkin & Jenrette, Inc., has committed capital of $1 billion. Since 1985, Donaldson, Lufkin & Jenrette has been a principal in more than 30 leveraged transactions, including The Vons Companies, GTECH Corporation, and Musicland Stores Corporation.
 -0- 11/10/92
 /CONTACT: Owen Blicksilver of GCI Corporate & Financial, 212-546-2240, for Keystone, Inc. and Acadia Partners, L.P./ CO: Keystone, Inc.; Acadia Partners, L.P.; Macmillan, Inc.;
 Official Airlines Guides, Inc. ST: Texas IN: PUB SU: TNM


CK-WB -- NY053 -- 9274 11/10/92 12:10 EST
COPYRIGHT 1992 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1992 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Nov 10, 1992
Words:852
Previous Article:ELECTROCHEMICAL INDUSTRIES (FRUTAROM) LTD. REPORTS THIRD QUARTER AND NINE-MONTH RESULTS
Next Article:RTA PROPOSES COST CUTTING MEASURES AND FARE INCREASES IN ITS 1993 BUDGET
Topics:


Related Articles
TEXAS INVESTORS ACQUIRE OPTIGRAPHICS, CHANGE COMPANY NAME TO SCORE GROUP
PETER T. JOSEPH TO RESIGN FROM ACADIA PARTNERS
THE FOOTHILL GROUP INC. ANNOUNCES COMPLETION OF ITS LARGEST FUND
PARAMOUNT COMMUNICATIONS TO ACQUIRE MACMILLAN PUBLISHING COMPANY
VENTURE CAPITAL GROUP SELLS SHARES OF MOTHERS WORK STOCK TO MAKE DISTRIBUTIONS TO ITS PARTNERS
NEW ATLANTA-BASED INTERNATIONAL SERVICE INDUSTRY FRANCHISING COMPANY FORMED
AER ENERGY RESOURCES, INC. APPOINTS DAVID BROWN TO BOARD OF DIRECTORS
Tyco International Announces Merger Agreement With Keystone International Merger Creates Premier Worldwide Valve Company
Kinetic Concepts Completes Tender Offer and Sale of Shares

Terms of use | Copyright © 2016 Farlex, Inc. | Feedback | For webmasters