Dec. 21, 2010
Deerfield Capital Corp.
(Nasdaq: DFR) ("DFR") and Commercial Industrial Finance Corp. ("CIFC") today announced their entry into a definitive agreement pursuant to which CIFC will merge with DFR. Following consummation of the merger,
, the Chief Executive Officer of CIFC, will become the Chief Executive Officer, and
, the Chief Executive Officer of DFR, will become Vice Chairman of the combined company, which will have its headquarters in
and maintain operations in
. The merger, which is subject to various closing conditions, including approval by DFR's stockholders, is expected to close in the first part of 2011.
DFR, through its subsidiaries, Deerfield Capital Management LLC and Columbus Nova Credit Investments Management, LLC, is a
-based investment manager with approximately
of assets under management ("AUM") as of
December 1, 2010
, including approximately
in collateralized loan obligations ("CLOs"). Bounty Investments, LLC, an investment vehicle managed by Renova U.S. Management LLC ("
"), currently owns approximately 40% of the outstanding common stock of DFR. Columbus Nova has signed a voting agreement supporting the merger.
CIFC is a
-based investment manager specializing in leveraged loan credit products with approximately
of AUM as of
December 1, 2010
, including CLO assets recently acquired from an affiliate of Primus Guaranty, Ltd. CIFC is currently owned by CIFC Parent Holdings LLC ("CIFC Parent Holdings"), which is majority-owned by funds managed by Charlesbank Capital Partners LLC, a private equity firm based in
As consideration for the merger, CIFC Parent Holdings will receive (i) 9,090,909 shares of newlyissued DFR common stock and (ii)
in cash in three equal installments, plus certain other consideration set forth in the agreements governing the merger.
Material benefits of the merger include:
- Significant advantages of scale, synergies and market positioning with a leading track record
- Combined AUM of approximately $15.6 billion, including CLO AUM of $11.7 billion
- Improved profitability, cash flow and financial strength
Commenting on the transaction,
said, "The combination of DFR and CIFC will create one of the world's largest structured credit and leveraged finance investment managers. Combining the two companies will allow management to focus on implementing the best attributes from both companies. I look forward to working with Peter in growing this premier investment platform."
Also commenting on the transaction,
said, "The combined company will be well-positioned for growth at a point of newly expanding opportunities for credit based asset management products, particularly loans. It will have a highly differentiated investment model, ample resources and a top track record. While building deeper distribution channels to investors for its products will be a key factor for growth, unrelenting focus on credit selection, investment performance and stewardship of client capital will continue to be our top priorities. Jonathan and I share a vision for building a leading credit asset management company and creating significant shareholder value. We are excited for the future."
Following the merger: (i) CIFC Parent Holdings will own 36.9%,
will own 35.2%, and public stockholders and management will own 27.9% of DFR's common stock based on the number of shares expected to be outstanding after the merger and assuming the conversion of the Senior Subordinated Convertible Note owned by
; (ii) DFR will elect to be a Controlled Company under applicable NASDAQ Marketplace Rules; and (iii) DFR's board of directors will be expanded to eleven members and will include three members designated by CIFC Parent Holdings, three members designated by
, three independent directors, as well as Messrs. Gleysteen and Trutter.
Advisors to the special committee of the DFR board of directors included Natixis North America LLC, TM Capital Corp. and Weil, Gotshal & Manges LLP. Charlesbank, CIFC and
were advised on legal matters by Goodwin Procter LLP; Milbank, Tweed, Hadley & McCloy LLP; and Latham & Watkins LLP, respectively.
About Deerfield Capital Corp.