I received the following news release this AM:
CENTRAL PARKING CORPORATION TO BE ACQUIRED BY PRIVATE EQUITY FIRMS
FOR $22.53 PER SHARE IN CASH
NASHVILLE, Tenn. – (February 21, 2007) – Central Parking Corporation (NYSE:CPC) today announced that it has entered into an agreement and plan of merger with KCPC Holdings, Inc., a company formed by affiliates of Kohlberg & Company, LLC, Lubert-Adler, L.P., and Chrysalis Capital Partners, L.P. Under the terms of the merger agreement, Central Parking’s shareholders will receive $22.53 per share in cash, representing a premium of approximately 30.8% over Central Parking’s closing share price on November 27, 2006, the day before the Company announced that it had engaged The Blackstone Group L.P. to assist it in evaluating strategic alternatives.
Central Parking Corporation’s Board of Directors, following the unanimous recommendation of a Special Committee composed entirely of independent directors, has approved the merger agreement and also will recommend approval by Central Parking’s shareholders.
“I believe this transaction is very exciting for our shareholders. This Company has been so important to me for many years. It has been a real joy to work with many talented employees and our business associates. I believe the Company will continue to prosper under the new ownership,” said Monroe J. Carell, Executive Chairman and founder of the Company. Emanuel J. Eads, Central Parking’s president and chief executive officer, said, “We are pleased to be entering into this transaction, which provides important benefits to our shareholders, clients, employees, and other stakeholders. This agreement represents a strong endorsement of our strategic plan and the significant progress we have made in executing the plan. With the full backing of private equity partners who recognize our growth potential and share our vision for the future, we will be in an even stronger position to deliver outstanding service to our management clients, landlords and parking customers.”
KCPC Holdings, Inc. has received equity and debt financing commitments totaling $903 million, and the closing is not subject to a financing contingency. Closing of the transaction is anticipated to be completed in the second calendar quarter of 2007. The merger is subject to the approval of Central Parking’s shareholders, requisite regulatory approvals and customary closing conditions. Mr. Carell, his
family and related entities, who are collectively the largest shareholder of Central Parking, have entered
into voting agreements to vote in favor of the merger agreement unless the merger agreement is terminated or materially amended.
The Blackstone Group served as exclusive financial advisor to the Company in connection with
the transaction and provided the Special Committee with an opinion that the consideration to be received by Central Parking’s shareholders is fair from a financial point of view. Central Parking Corporation, headquartered in Nashville, Tennessee, is a leading provider of parking and transportation-related services. As of December 31, 2006, the Company operated more than
3,100 parking facilities containing approximately 1.5 million spaces at locations in 37 states, the District of Columbia, Canada, Puerto Rico, Chile, Colombia, Peru, the United Kingdom, the Republic of Ireland, Spain, Greece, Italy and Switzerland.
Kohlberg & Company, L.L.C. (together with its affiliates, “Kohlberg”) is a leading U.S. private equity firm with offices in Mt. Kisco, New York and Palo Alto, California. Since its inception in 1987, Kohlberg has completed over 90 platform and add-on acquisitions as the control investor in a variety of industries, including infrastructure, manufacturing, healthcare, consumer products and service industries. Kohlberg has invested a total of $1.6 billion in equity across five private equity funds with an aggregate transaction value of approximately $6 billion.
Chrysalis Capital Partners, L.P. is a private equity firm managing $300 million of committed capital and focused on control investments in special situations involving middle-market companies in a wide variety of industries across the United States.
About Lubert-Adler Partners Lubert-Adler Partners, L.P. is a real estate private equity firm headquartered in Philadelphia with offices in New York, Los Angeles, London, Atlanta, and Baltimore. Lubert-Adler was founded in 1997 and has raised over $4 billion of equity across five funds and has invested in over $20 billion of real estate assets. Lubert-Adler’s current fund – Fund V – represents $1.7 billion of equity and commenced in 2006.
