Private Equity-Backed DTZ to Buy Cushman & Wakefield From Exor

NEW YORK (The Deal) -- Agnelli-family controlled investment company Exor SpA (EXORF) confirmed on Monday that it has agreed to sell Cushman & Wakefield to private equity-backed rival DTZ in a deal that assigns a $2.04 billion enterprise value to the New York-based commercial real-estate firm.

The sale follows an auction that Exor began early this year and will raise just under $1.28 billion in net proceeds for the Turin, Italy company.

DTZ, of Chicago, will pay 11.6 times Cushman & Wakefield's $175.4 million adjusted Ebitda (earnings before interest, taxes, depreciation and amortization) for 2014, when it pulled in $2.1 billion in revenue.

DTZ's owners are TPG Capital, PAG Asia Capital and Ontario Teachers' Pension Plan. Exor said they have "made clear their commitment to investing in the combined company's future growth as well as retaining and capitalizing upon Cushman & Wakefield's outstanding senior management and brokerage talent."

In a DTZ statement, TPG joint Asian managing partner Ben Gray added that the backers "stand ready to assist this global leader to continue to grow and flourish through our relationships, energy and capital."

The disposal will fuel speculation that Exor is poised to raise a $6.4 billion spoiler bid for Bermuda reinsurer PartnerRe Ltd., which earlier this month tweaked a previously agreed merger with Axis Capital Holdings (AXS) in response to the Exor intervention.

Exor, which holds 80.1% of the company, or 75% on a fully diluted basis, said it will make a capital gain of about $722 million on the disposal. Closing is expected in the fourth quarter. Exor has owned a controlling stake in Cushman & Wakefield since 2007.

Exor spokesman Andrea Griva declined to comment on the PartnerRe bidding, saying only that the Cushman & Wakefield disposal "will allow us to have proceeds for new investments."

The merged entity will take the Cushman & Wakefield name and have more than $5.5 billion of revenue and 43,000 employees.

Brett White, a one-time CEO of global real estate-services leader CBRE Group (CBG), will be chairman and CEO of the new Cushman & Wakefield. DTZ CEO Tod Lickerman will be president.

Management at the target who will move across to the new owner include Cushman & Wakefield's international and Europe, Middle East and Africa CEO Carlo Barel di Sant'Albano. Cushman & Wakefield is led by CEO Ed Forst.

Exor's other interests include 29.19% of Fiat Chrysler Automobiles (FCAU) and 26.97% of truck maker CNH Industrial (CNHI). Spokesman Griva declined to name Exor's advisers on the Cushman & Wakefield sale.

Exor shares in Milan were little changed at €42.46 by mid-afternoon. The company is worth about €10.4 billion ($11.6 billion). Just under 34% of Exor is in free float.

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