Business Wire

First Eagle Investment Management Agrees to Acquire NewStar Financial

Jaa

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.

This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20171017005922/en/

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 assets1 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.

“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 investment-centric 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 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 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 non-investment 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 risk-adjusted 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.

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; (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 forward-looking 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.

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.

Contact information

For First Eagle:
Kekst
Jeremy Fielding / Peter Hill
212-521-4800
jeremy.fielding@kekst.com / peter.hill@kekst.com
or
For NewStar:
Abernathy MacGregor
Patrick Clifford / Kendell Moore
212-371-5999
pfc@abmac.com / kem@abmac.com
or
For GSO:
Christine Anderson, 212-583-5182
Christine.Anderson@blackstone.com

Tietoja julkaisijasta

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Tilaa tiedotteet sähköpostiisi

Haluatko tietää asioista jo ennen kuin ne uutisoidaan? Kun tilaat tiedotteemme tältä julkaisijalta, saat ne sähköpostiisi yhtä aikaa suomalaisen median kanssa. Tilauksen voit halutessasi perua milloin tahansa.

Lue lisää julkaisijalta Business Wire

Ipsen and Exelixis announce phase 3 trial results of cabozantinib demonstrating significant overall survival benefit in patients with previously treated advanced hepatocellular carcinoma17.1.2018 01:05Tiedote

Regulatory News: Ipsen (Euronext:IPN; ADR:IPSEY) and Exelixis, Inc. (NASDAQ:EXEL) today announced detailed results of the pivotal phase 3 CELESTIAL trial in patients with previously treated advanced hepatocellular carcinoma (HCC), which will be presented in a late-breaking oral session at the 2018 ASCO-GI Symposium being held in San Francisco, January 18-20, 2018. In CELESTIAL, cabozantinib provided a statistically significant and clinically meaningful improvement versus placebo in overall survival (OS), the trial’s primary endpoint, at the planned second interim analysis (prespecified critical p value ≤ 0.021) for the population of second- and third-line patients enrolled in this study. Median OS was 10.2 months with cabozantinib versus 8.0 months with placebo (HR 0.76, 95 percent CI 0.63-0.92; p=0.0049). Median progression-free survival (PFS) was more than doubled, at 5.2 months with cabozantinib and 1.9 months with placebo (HR 0.44, 95 percent CI 0.36-0.52; p<0.0001). Objective resp

IFF to Release Fourth Quarter & Full Year 2017 Results February 1417.1.2018 00:15Tiedote

Regulatory News: International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris: IFF), a leading innovator of sensory experiences that move the world, announced that it will release its fourth quarter and full year 2017 earnings results following the market close on Wednesday, February 14, 2018. The management team will host a live webcast on Thursday, February 15, 2018 at 10:00 a.m. ET to discuss results and outlook with the investor community. Investors may access the live webcast and accompanying slide presentation on the Company's website at ir.iff.com. For those unable to listen to the live webcast, a recorded version will be made available for replay. Meet IFF International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris: IFF) is a leading innovator of sensorial experiences that move the world. At the heart of our company, we are fueled by a sense of discovery, constantly asking “what if?”. That passion for exploration drives us to co-create unique products that consumer

President Clinton to Address Healthcare Leaders Focused on Eliminating Preventable Deaths in Hospitals at the 6th Annual World Patient Safety, Science & Technology Summit16.1.2018 22:17Tiedote

For the 6th year in a row, President Bill Clinton, the Founder of the Clinton Foundation and 42nd President of the United States, will deliver keynote remarks at the 6th Annual World Patient Safety, Science and Technology Summit held in London, England, February 23-25, 2018. President Clinton, who serves as Honorary Chair of the Patient Safety Movement Foundation’s Regional Network Chairs, joins an acclaimed group of global leaders, government representatives, healthcare and hospital CEOs, medical experts and patient advocates who will gather for the first time in London to confront preventable hospital deaths around the world. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180116006614/en/ President Bill Clinton, the Founder of the Clinton Foundation and 42nd President of the United States, to speak at the 6th Annual World Patient Safety, Science & Technology Summit in London, England (Photo: Business Wire) “We are thrilled

Disaronno: The Mixing Star Makes a Step Change and Looks to Innovation16.1.2018 19:06Tiedote

After 10 years of competitions involving bartenders from different countries who were challenged to showcase the mixability of Disaronno, Disaronno’s contest The Mixing Star has changed direction. Convinced that trends today move on channels other than a performance in front of a jury, Disaronno, the most consumed Italian liqueur in the world and the brand embodying the coolest soul of Made in Italy, has transformed The Mixing Star to Innovation Hunter, a social media based "exploration" with a mission: identifying innovative trends in mixology and movers and shakers in the field, in the UK and around the world, filming and sharing them with the community of bartending experts. In London, Milan and Amsterdam Disaronno has selected a few bartenders who are revolutionizing the field. The ways in which they express innovation have been collected in a set of stylish short movies specially made by Disaronno. The protagonists are available on The Mixing Star Facebook page and YouTube channel

Christie’s Announces Public Preview Tour Dates for The Collection of Peggy and David Rockefeller16.1.2018 18:54Tiedote

Christie’s is pleased to confirm additional dates and locations for public preview exhibitions of the Collection of Peggy and David Rockefeller. Following the unveiling of early highlights in Hong Kong last November, Christie’s will now tour property to its flagship galleries in London (February 21 – March 8), Beijing (April 6 - 7), Los Angeles (April 6 – 12), and Shanghai (April 10 - 11), leading up to the auctions at Christie’s Rockefeller Center in New York in late spring. With each stop on the pre-sale tour, additional works of art and objects will be unveiled, revealing new facets of this storied, multi-category collection. The exhibitions, which are open to the public, are sponsored in partnership with private aviation company VistaJet. As a guide for collectors, Christie’s has launched a special issue of Christie’s Magazine dedicated to the Collection of Peggy and David Rockefeller. The issue re-acquaints readers with the Rockefeller family’s unique place in American history, an

Continuum Accelerates Global Expansion with Portland Europe16.1.2018 18:00Tiedote

Continuum ®, the exclusive provider of the only vertically integrated IT service delivery platform that enables MSPs to scale rapidly and profitably, today announced that it has signed a distribution agreement with Portland Europe, a leading distributor of scalable software solutions for the reseller channel throughout the Benelux region. The partnership will provide Portland Europe’s wide network of managed solution providers (MSPs) in the Benelux region with access to Continuum’s fully-managed remote monitoring and management (RMM) platform, powered by the company’s network operations center (NOC). Continuum’s platform has been proven to enable MSPs to efficiently manage thousands of customer endpoints, giving them back the resources to focus on higher-end, more profitable tasks at a time when skilled IT workers are highly sought-after. As opposed to having to correspond with multiple vendors, Portland Europe customers will benefit from having Continuum serve as a single point of con

Uutishuoneessa voit lukea tiedotteitamme ja muuta julkaisemaamme materiaalia. Löydät sieltä niin yhteyshenkilöidemme tiedot kuin vapaasti julkaistavissa olevia kuvia ja videoita. Uutishuoneessa voit nähdä myös sosiaalisen median sisältöjä. Kaikki STT Infossa julkaistu materiaali on vapaasti median käytettävissä.

Tutustu uutishuoneeseemme