CHICAGO, April 26 /PRNewswire/ -- GTCR, one of the
country's leading private equity firms, announced today it has
entered into a definitive agreement to acquire Protection One
(Nasdaq: PONE), a national provider of electronic security alarm
monitoring services, for approximately $828
million, including assumed debt. The transaction will
be accomplished through a tender offer at $15.50 per share, followed by a merger to acquire
all remaining outstanding shares at the same price. The
company's two largest shareholders, Quadrangle Capital Partners and
Monarch Alternative Capital LP, representing approximately 70% of
the currently outstanding shares, have agreed to tender their
shares into the tender offer.
Protection One ("P-One") is the third largest provider of
electronic security monitoring services in the U.S. based on
recurring monthly revenues ("RMR") as reported in SDM
Magazine, and is one of only three security monitoring
companies with a nationwide footprint. The Company provides a
full suite of electronic security monitoring services to both the
residential and commercial markets. Services offered include
burglary and fire protection, access control, video surveillance,
maintenance and monitoring.
GTCR's purchase of P-One marks its third collaboration with
security industry expert Tim Whall,
who previously partnered with GTCR on its successful investments in
Cambridge Protection Industries ("Cambridge") and Honeywell Security Monitoring
("HSM"). Cambridge, operating through its SecurityLink brand,
provided electronic security services to more than one million
customers. Cambridge was sold to ADT for approximately
$1 billion in cash in 2001. HSM
was a leading provider of security services to the commercial
market. HSM was sold to Stanley for $545 million in cash in 2007. Whall,
previously the CEO of HSM and COO of Cambridge, will serve as P-One's CEO.
"We are delighted to work with Tim again to build on our history
of successfully growing and transforming businesses together," said
David Donnini, a GTCR principal.
"Our successful track record working with Tim has been
instrumental in our acquisition of Protection One. The search
for finding the right company with Tim has been two years in the
making. We are excited to invest in the alarm monitoring
industry again and we believe Protection One is the best platform
with which to achieve best-in-class operating metrics and
profitable growth."
"I am thrilled to be partnering with GTCR for the third time,"
said Tim Whall. "The national
footprint of Protection One positions the company well to
accelerate growth in the attractive area of commercial sales.
We will continue to cultivate Protection One's strong base in
residential sales while leveraging the company's strengths within
its developing commercial business through the use of new
technology applications and an expansion of its sales force."
In connection with the transaction, Morgan Keegan & Company, Inc. and Barclays
Capital served as M&A advisors and Barnes Associates served as
an industry advisor to GTCR. Latham & Watkins LLP and
Skadden, Arps, Slate, Meagher & Flom provided legal
counsel.
Protection One's financial advisor in the transaction is J.P.
Morgan Securities Inc. and its legal advisor is Kirkland &
Ellis LLP. Lazard Freres & Co. LLC advised Protection
One's board of directors and its independent transactions committee
with respect to the fairness of the offer price to be paid in the
transaction.
GTCR's investment in Protection One will be made from GTCR Fund
IX, a private equity fund raised in 2006 with $2.75 billion of committed capital.
About Protection One
Protection One is one of the largest vertically integrated
national providers of sales, installation, monitoring, and
maintenance of electronic security systems to homes and businesses
and has been recognized as one of "America's Most Trustworthy
Companies" by Forbes.com. Network Multifamily, Protection
One's wholly owned subsidiary, is the largest security provider to
the multifamily housing market. Protection One also owns the
nation's largest provider of wholesale monitoring services, the
combined operations of CMS and Criticom International. For
more information about Protection One, visit
www.ProtectionOne.com.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused
on investing in growth companies in the Financial Services &
Technology, Healthcare and Information Services & Technology
industries. The Chicago-based firm
pioneered the "Leaders Strategy" – finding and partnering with
world-class leaders as the critical first step in identifying,
acquiring and building market-leading companies through
acquisitions and organic growth. Since its inception, GTCR has
invested more than $8.0 billion in
over 200 companies. For more information, please visit
www.gtcr.com.
This communication is neither an offer to purchase nor
solicitation of an offer to sell securities. The tender offer for
the outstanding shares of Protection One's common stock has not
commenced. At the time the offer is commenced, the GTCR affiliates
that entered into the merger agreement will file a tender offer
statement on Schedule TO with the Securities and Exchange
Commission, and Protection One will file a
solicitation/recommendation statement on Schedule 14D-9, with
respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information that should be read carefully before
any decision is made with respect to the tender offer. Those
materials will be made available to Protection One's stockholders
for free. In addition, all of those materials (and all other offer
documents filed with the SEC) will be available for free on the
SEC's website: www.sec.gov.
Media Contact:
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Eileen Rochford
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312-953-3305
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SOURCE GTCR