Presidio, Inc. (NASDAQ:PSDO) (together with its subsidiaries,
“Presidio” or the “Company”), a leading North American IT solutions
provider delivering Digital Infrastructure, Cloud and Security
solutions to create agile, secure infrastructure platforms for
commercial and public sector customers, today announced it has
entered into a definitive agreement to be acquired by funds advised
by BC Partners, a leading international investment firm, in an
all-cash transaction valued at approximately $2.1 billion,
including Presidio’s net debt.
Under the terms of the agreement, Presidio stockholders will
receive $16.00 in cash for each share of Presidio common stock they
own. The purchase price represents a premium of 21.3% over
Presidio’s closing stock price of $13.19 on August 13, 2019, and a
premium of 18.3% over the Company’s 60-day volume-weighted average
share price leading up to this announcement. The Presidio Board of
Directors unanimously approved the agreement with BC Partners and
recommends that Presidio stockholders vote in favor of the
transaction.
“We believe this transaction will provide immediate and
substantial value to Presidio stockholders, while providing us with
a partner that can add strategic and operational expertise to our
business, with a focus on executing our long-term strategy,”
commented Bob Cagnazzi, Chief Executive Officer of Presidio.
“Over the last several years, Presidio has become the leader in
designing, developing, deploying and managing agile secure IT
infrastructures that drive real business value for thousands of
commercial and public sector entities across the United States,”
said Fahim Ahmed, lead deal Partner of BC Partners. “We look
forward to supporting the Company in its next phase of growth.”
“Presidio fits squarely with our key investment priorities. Its
markets benefit from secular growth, as IT systems and networks
have become increasingly complex. It is well positioned as a leader
in a fragmented industry, offering scope for further expansion.
We’re excited to partner with Bob and his team to support the
future growth of the business,” said Raymond Svider, Partner and
Chairman of BC Partners.
TRANSACTION DETAILS
Closing of the transaction is subject to customary conditions,
including approval by the holders of a majority of the outstanding
shares of Presidio common stock, expiration or early termination of
the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and other required regulatory approvals,
including approval from CFIUS. AP VIII Aegis Holdings, L.P.,
an affiliate of investment funds managed by affiliates of Apollo
Global Management, LLC, which owns approximately 42% of the
outstanding shares of Presidio common stock, has entered into a
voting agreement with BC Partners, pursuant to which it has agreed,
among other things, to vote its shares of Presidio common stock in
favor of the merger, and against any competing transaction, so long
as, among other things, the Presidio board continues to recommend
that Presidio stockholders vote in favor of the merger.
Presidio expects to continue to pay its regular quarterly
dividend of $0.04 per share, during the pendency of the
transaction.
The parties expect the transaction to close in the fourth
quarter of 2019. Upon completion of the transaction, Presidio will
become a privately held company, and its common stock will no
longer be listed on the NASDAQ stock market.
Under the terms of the definitive merger agreement, Presidio’s
Board and advisors may actively initiate, solicit and consider
alternative acquisition proposals during a 40-day “go shop” period
starting from the date of the definitive agreement. Presidio will
have the right to terminate the merger agreement to accept a
superior proposal subject to the terms and conditions of the merger
agreement. There can be no assurances that this process will
result in a superior proposal, and Presidio does not intend to
disclose developments with respect to this solicitation process
unless and until Presidio’s Board makes a determination requiring
further disclosure.
Fully committed debt financing for the transaction will be
provided by Citi, JPMorgan Chase Bank, N.A. and RBC Capital
Markets.
LionTree Advisors is acting as financial advisor to Presidio,
and Wachtell, Lipton, Rosen & Katz is acting as its legal
counsel. Citi, J.P. Morgan Securities LLC and RBC Capital
Markets are acting as financial advisors and Kirkland & Ellis
LLP is acting as legal counsel to BC Partners.
ABOUT PRESIDIO
Presidio is a leading North American IT solutions provider
focused on Digital Infrastructure, Cloud and Security solutions to
create agile, secure infrastructure platforms for commercial and
public sector customers. We deliver this technology expertise
through a full life cycle model of professional, managed, and
support services including strategy, consulting, implementation and
design. By taking the time to deeply understand how our clients
define success, we help them harness technology advances, simplify
IT complexity and optimize their environments today while enabling
future applications, user experiences, and revenue models. As of
June 30, 2018, we serve approximately 8,000 middle-market, large,
and government organizations across a diverse range of industries.
Approximately 2,900 Presidio professionals, including more than
1,600 technical engineers, are based in 60+ offices across the
United States in a unique, local delivery model combined with the
national scale of a $2.8 billion dollar industry leader. We are
passionate about driving results for our clients and delivering the
highest quality of service in the industry.
ABOUT BC PARTNERS
BC Partners is a leading international investment firm with over
€22 billion of assets under management in private equity, private
credit and real estate. Established in 1986, BC Partners has played
an active role in developing the European buy-out market for three
decades. Today, BC Partners executives operate across markets as an
integrated team through the firm's offices in North America and
Europe. Since inception, BC Partners Private Equity has completed
111 private equity investments in companies with a total enterprise
value of €135 billion and is currently investing its tenth private
equity fund. For more information, please visit
www.bcpartners.com.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbor
created by such sections and other applicable laws. Where the
Company expresses or implies an expectation or belief as to future
events or results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis. However, such
statements are subject to risks, uncertainties and other factors,
which could cause actual results to differ materially from future
results expressed, projected or implied by the forward-looking
statements. Forward-looking statements often address our expected
future business and financial performance and financial condition,
and often contain words such as “anticipate,” “intend,” “plan,”
“will,” “would,” “estimate,” “expect,” “believe,” “target,”
“indicative,” “preliminary,” or “potential.” Forward-looking
statements in this communication may include, without limitation:
statements about the potential benefits of the proposed
acquisition, anticipated growth rates, Presidio’s plans,
objectives, expectations, and the anticipated timing of closing the
acquisition. Risks and uncertainties include, among other things,
risks related to the satisfaction of the conditions to closing the
acquisition (including the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all, obtaining the
requisite approval of the stockholders of Presidio; risks related
to the debt financing arrangements; disruption from the transaction
making it more difficult to maintain business and operational
relationships; significant transaction costs; unknown liabilities;
the risk of litigation and/or regulatory actions related to the
proposed acquisition; other business effects, including the effects
of industry, market, economic, political or regulatory conditions;
future exchange and interest rates; changes in tax and other laws,
regulations, rates and policies; future business combinations or
disposals; competitive developments; and other risks and
uncertainties discussed in Presidio’s filings with the SEC,
including the “Risk Factors” and “Cautionary Statements Concerning
Forward-Looking Statements” sections of Presidio’s most recent
annual report on Form 10-K and subsequently filed Form 10-Qs. The
Company does not undertake any obligation to release publicly
revisions to any “forward-looking statement,” including, without
limitation, outlook, to reflect events or circumstances after the
date of this presentation, or to reflect the occurrence of
unanticipated events, except as may be required under applicable
securities laws. Investors should not assume that any lack of
update to a previously issued “forward-looking statement”
constitutes a reaffirmation of that statement. Continued reliance
on “forward-looking statements” is at investors’ own
risk.
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
In connection with the proposed transaction between the Company
and BC Partners, the Company will file with the U.S. Securities and
Exchange Commission (the “SEC”) a preliminary Proxy Statement of
the Company (the “Proxy Statement”). The Company plans to mail to
its shareholders the definitive Proxy Statement in connection with
the transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, BC Partners, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies
of the Proxy Statement and other documents (when available) filed
with the SEC by the Company through the website maintained by the
SEC at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of the documents filed
with the SEC by the Company in the Investor Relations section of
the Company’s website at http://investors.presidio.com or by
contacting the Company’s Investor Relations at
investors@presidio.com or by calling 866-232-3762.
PARTICIPANTS IN THE SOLICITATION
Presidio and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders of the
Company in connection with the transaction, including a description
of their respective direct or indirect interests, by security
holdings or otherwise, is included in the Proxy Statement described
above filed with the SEC. Additional information regarding the
Company’s directors and executive officers is also included in the
Company’s proxy statement for its 2018 Annual Meeting of
Stockholders, which was filed with the SEC on October 2, 2018, or
its Annual Report on Form 10-K for the year ended June 30, 2018,
which was filed with the SEC on September 6, 2018. These documents
are available free of charge as described above.
Source: Presidio, Inc.
CONTACT INFORMATION
Investor Relations Contact:Ed
Yuen866-232-3762investors@presidio.com
Media Relations Contact:Catherine
Johnson626-818-9287Pro-bcpartners@prosek.com
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