Intermodal containers lessor Textainer Group Holdings has entered into a definitive agreement to be acquired by alternative investment firm Stonepeak for about $7.4-billion.
Upon completion of the transaction and the redemption of Textainer’s series A and B cumulative redeemable perpetual preference shares, Textainer will become a privately held company.
Under the terms of the definitive agreement, which was unanimously approved by the Textainer board, Textainer common shareholders will receive $50 a share in cash, with the total value of the common shares equalling about $2.1-billion.
The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by Textainer shareholders and the receipt of required regulatory clearances and approvals. The transaction is not subject to a financing condition.
Following the completion of the transaction, Textainer will continue to be led by its president and CEO Olivier Ghesquiere, and will continue to be headquartered in Hamilton, Bermuda.
Prior to closing, Textainer intends to maintain its current quarterly dividend on both the Textainer common and preference shares.
BofA Securities is serving as financial adviser to Textainer. O’Melveny & Myers is acting as lead legal counsel.
Deutsche Bank is acting as financial adviser to Stonepeak. Simpson Thacher & Bartlett is acting as lead legal counsel.
“This transaction has been made possible by our strong company foundation reaffirmed over the last several years, which allowed for both substantial capex growth and the strengthening of our business, further driven by our deep customer relationships.
“By partnering with Stonepeak, we will gain access to investment capital and industry expertise, positioning us for continued growth in the years to come. I would like to especially thank our employees for all they have done to get us to this point and for the part they will play in the years ahead,” says Ghesquiere.
“Textainer forms a critical link in global trade. The business is underpinned by high-quality assets and contracted cash flows that provide substantial downside protection and resilient through-cycle performance.
“These characteristics, along with Textainer's commitment to customers and disciplined approach to capital expenditure, are what make the company a leader in the sector. We look forward to working closely with Textainer to help further their strategy and growth,” says Stonepeak senior MD James Wyper.
Textainer’s share price on the JSE rose by nearly 40% on the news, which was disclosed to shareholders on October 23.