CAP.MAN.& INV Algeco Scotsman Signs Agreement to Combine with Target Logistics


 
TIDMCMIP 
 
13 February 2013 
 
 
                      Capital Management & Investment plc 
                                (the "Company") 
 
        Algeco Scotsman Signs Agreement to Combine with Target Logistics 
 
 
Capital  Management & Investment plc notifies the following announcement made by 
Algeco Scotsman Holdings, one of the Company's two investments, yesterday: 
 
Contact: 
 
 Capital Management and Investment plc   0207 725 0800 
 Tim Woodcock 
 
 
 N+1 Singer                              020 7496 3000 
 Jonny Franklin-Adams 
 Alex Wright 
 
 
 
 
 
        ALGECO SCOTSMAN SIGNS AGREEMENT TO COMBINE WITH TARGET LOGISTICS 
 
                Strategic Global Remote Accommodation Expansion 
 
BALTIMORE  (February 12, 2013) - Algeco  Scotsman ("AS" or  "Algeco"), a leading 
global  business services  company focused  on modular  space and secure storage 
solutions,  today  announced  it  has  signed  an  agreement  to  acquire Target 
Logistics Management LLC ("Target Logistics" or "Target"), a leading provider of 
full-service  remote workforce accommodation solutions in the United States. The 
transaction  is subject to certain customary  closing conditions and is expected 
to be completed by the end of February 2013. 
 
The  transaction further  solidifies Algeco  Scotsman's position  as the leading 
modular  space business services provider  and specifically facilitates Algeco's 
continued   strategic   expansion   in   the  highly  attractive  global  remote 
accommodation  segment. The combination  establishes Algeco as  a leading global 
provider  of managed and leased remote accommodations with a portfolio in excess 
of  11,000 beds primarily in the high  growth US, Canadian, Australian and Latin 
American  energy,  mining  and  resources  and  infrastructure  related-markets. 
Following  this acquisition, Target will become  a truly global provider of full 
service,  turnkey remote accommodation solutions. Brian Lash, Target Founder and 
Chief  Executive Officer,  will continue  to lead  Target and  will be tasked to 
expand the business utilizing Algeco's global footprint. 
 
"This  transaction  represents  a  highly  strategic combination for both Algeco 
Scotsman and Target Logistics," stated Algeco Scotsman's Chief Executive Officer 
and  President Jean-Marc Germain,  "The merger of  Target Logistics' world class 
turnkey  remote accommodation offering  with AS' global  footprint and expertise 
greatly  enhances growth opportunities  for the organization  and I am delighted 
that Brian Lash and his executive team have agreed to join us at Algeco." 
 
The  total consideration for the transaction is up to approximately $625 million 
based  on  Target's  financial  projections.  Of  the  total consideration, $275 
million  is payable  at closing  and approximately  $350 million is deferred and 
linked  to Target's expected  strong performance over  multiple years. The total 
closing  consideration of $275 million is comprised of approximately $86 million 
in  cash, $86 million of  Algeco stock and $103  million of assumed indebtedness 
and  working  capital.  The  cash  consideration  will  be  funded  by  existing 
facilities  available  to  Algeco  and  the  deferred  consideration  is payable 
principally in Algeco stock. 
 
The  total potential  transaction consideration  represents approximately 11.0x 
trailing  unaudited EBITDA  for the  fiscal year  ended December 31, 2012 and an 
implied  forward EBITDA multiple  of less than  9.0x. The valuation of the stock 
consideration  for  the  transaction  implies  an  Algeco  enterprise  value  of 
approximately $6.0 billion. 
 
Historically  the remote accommodation  end-market has been  the fastest growing 
and  highest return on investment business  segment in the Algeco portfolio. The 
financial   plan  for  the  combined  remote  accommodation  business  forecasts 
continued  double-digit top-line growth  and doubling the  current bed portfolio 
over  the next three to five years.  The combination with Algeco provides Target 
with  access to the financial capability  to execute its significant pipeline of 
growth  opportunities  given  Algeco'  excess  availability of over $320 million 
under  its $1,200  million asset-based  revolving credit  facility following the 
transaction.  Additionally, the transaction  structure, funded primarily through 
equity  issuance, is deleveraging for the  Algeco group capital structure, while 
allowing  Algeco shareholders  to participate  in the  growth prospects  for the 
combined group on an accretive basis. 
 
Target  Logistics,  headquartered  in  Boston,  Massachusetts  with  operational 
headquarters  remaining in The  Woodlands area of  Greater Houston, is a leading 
supplier of turn-key remote workforce accommodation solutions to the oil and gas 
and  related infrastructure sectors  in the United  States. The company provides 
full   support   services   that  include  housing,  infrastructure  design  and 
construction, catering, facility maintenance, housekeeping, utilities, security, 
transportation  and logistics. Target Logistics  operates 16 facilities in North 
Dakota,  Arizona, Texas and Mexico comprising over 5,000 beds. For the financial 
year  ended  December  31, 2012 Target  Logistics  generated unaudited, adjusted 
EBITDA of $57 million. 
 
"We  see continued high growth potential  for our remote workforce accommodation 
solutions  globally and we  believe the acquisition  of Target Logistics and its 
high quality full-service product offering will help us accelerate our expansion 
in this important product end market," said Jean-Marc Germain. 
 
"We  are delighted to join  forces with a company  of Algeco Scotsman's heritage 
and global reach," said Brian Lash, Chief Executive Officer of Target Logistics. 
"Together,  we have an  enhanced opportunity to  expand our business globally to 
better serve our customer needs." 
 
The  Target Logistics team of over  400 employees will continue to operate under 
its current brand, and the existing Target Logistics management team will remain 
in place. 
 
About Algeco Scotsman 
Algeco  Scotsman  is  a  leading  global  business  services provider focused on 
modular  space  and  secure  portable  storage  solutions. Operating as Williams 
Scotsman  in North America, Algeco in  Continental Europe, Elliott in the United 
Kingdom,  Eurobras in Brazil,  Ausco in Australia,  and Portacom in New Zealand, 
the  company manages a fleet of more  than 310,000 units, with operations in 37 
countries  including Australia,  Austria, Belgium,  Brazil, Canada, China, Czech 
Republic,  Finland,  France,  Germany,  Hungary,  Italy,  Lithuania, Luxembourg, 
Mexico,  Netherlands, New Zealand, Poland,  Portugal, Romania, Russia, Slovakia, 
Slovenia,  Spain, Sweden,  Switzerland, Ukraine,  the United  Arab Emirates, the 
United Kingdom, and the United States. 
 
 
Cautionary Notice Regarding Forward Looking Statements 
This  press release contains forward-looking  statements, which reflect Algeco's 
expectations   regarding  its  future  operational  and  financial  performance. 
Although  the forward-looking statements contained in this press release reflect 
management's  current  beliefs  based  upon  information  currently available to 
management  and  upon  assumptions  which  management believes to be reasonable, 
actual  results may differ materially  from those stated in  or implied by these 
forward-looking  statements.  A  number  of  factors could cause actual results, 
performance  or achievements to differ materially  from the results expressed or 
implied  in the forward-looking  statements. These factors  should be considered 
carefully  and readers  should not  place undue  reliance on the forward-looking 
statements.  Except as  required by  law, Algeco  undertakes no  obligation, and 
specifically  declines any obligation, to publicly update or revise any forward- 
looking  statements, whether  as a  result of  new information, future events or 
otherwise. 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Capital Management & Investment Plc via Thomson Reuters ONE 
[HUG#1677990]
Capital Management (LSE:CMIP)
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