Duff & Phelps Corp. (DUF) agreed to be purchased by a
private investor consortium consisting of entities or funds managed
by private-equity firm Carlyle Group LP (CG), Stone Point Capital,
Pictet & Cie and Edmond de Rothschild Group.
The consortium plans to acquire Duff & Phelps for $15.55 a
share in cash, a 19.2% premium to Friday's close of $13.05, in a
transaction valued at about $665.5 million.
Duff & Phelps is based in New York and known mainly for its
valuation services to government entities, hedge funds and public
companies. The firm was a valuation adviser to the examiner in the
bankruptcy of Lehman Brothers Holdings Inc. Duff & Phelps also
provided valuation advice to the U.S. Congressional Oversight
Committee's Troubled Asset Relief Program effort.
Shares of Duff & Phelps have traded near their initial
public offering price of $16. That is one of the reasons executives
thought Duff & Phelps would do better as a privately owned
entity, a person familiar with the negotiations told The Wall
Street Journal.
The transaction, which Duff & Phelps's board has approved,
is expected to close in the first half of 2013, subject to
customary closing conditions. The agreement provides for a breakup
fee of about $6.65 million if Duff & Phelps terminates the
agreement prior to March 8.
All members of the senior management team have agreed to remain
employed by, and invest in the equity of, Duff & Phelps
following the closing of the deal.
The board will consist of nine members: two representatives each
from the management team, Carlyle Group and Stone Point Capital,
plus three independent directors. No single member of the
consortium will own more than 35% of the company.
--Anupreeta Das and Ryan Dezember contributed to this
article.
Write to Lisa Reynolds at lisa.reynolds@dowjones.com
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