Catalina gets debt commitment from Bear Stearns and Morgan Stanley for LBO by Hellman

By Sara Rosenberg

New York, April 17 - Catalina Marketing Corp. has received a debt financing commitment from Bear Stearns and Morgan Stanley to help back its leveraged buyout by Hellman & Friedman Capital Partners VI, LP, according to a news release.

Under the LBO agreement, Hellmann & Friedman are buying the company for $1.7 billion, including the assumption of about $136 million of current indebtedness. Stockholders will receive $32.50 per share in cash.

With this new development, Catalina has terminated its buyout agreement with ValueAct Capital that was announced in March, under which stockholders were going to receive $32.10 in cash for each outstanding share of stock. Morgan Stanley and Lehman were going to lead the debt financing for that LBO. An $8.44 million termination fee was paid.

Under the terms of the agreement with Hellman & Friedman, Catalina has agreed to pay a termination fee of $50.6 million in the event it chooses to accept a competing bid prior to the vote of the stockholders with regard to the Hellman & Friedman agreement.

The transaction is expected to be completed in the third quarter, subject to shareholder approval, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other required regulatory approvals, as well as satisfaction of other customary closing conditions.

Catalina is a St. Petersburg, Fla., provider of behavior-based promotional messaging, loyalty programs and direct-to-patient information.

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