Duff and Phelps Merger

Duff & Phelps To Be Acquired By Private Investor Consortium For $665.5 Million

Duff Phelps Corporation, a leading independent financial advisory and investment banking firm, announced on Sunday that it would be acquired for $665.5 million by a consortium of investors.

The consortium performing the merger includes affiliates and funds managed by The Carlyle Group, Stone Point Capital LLC, Pictet Cie, and Edmond de Rothschild Group.

The company will be purchased for cast at a value of $15.55 per share.

Based on the sale price Duff Phelps shareholders will receive a 19.2 percent premium over the current share price and a 27.3 percent value over the company’s volume weighted average share price for the 30 days ending December 28, 2012.

According to Noah Gottdiener, chief executive officer of Duff Phelps:

“Duff Phelps Board of Directors, acting on advice from the Company’s legal and financial advisors, agrees that this transaction is in the best interest of our stockholders, who will receive an immediate and certain cash premium for their shares. Importantly, the transaction will be structured to preserve the firm’s independence as we serve our clients in the future.”

While Olivier Sarkozy, Managing Director and head of Carlyle’s Global Financial Services group, added:

“Regulatory demands, implementation of new accounting policies and requirements for increased corporate disclosure and third party validation provide significant growth opportunities for Duff Phelps core products and services. We will harness Carlyle’s and Stone Point’s global networks while leveraging Duff Phelps preeminent brand to foster growth in new geographies. Additionally, we believe the involvement of Pictet and Edmond de Rothschild Group will support the Company’s initiatives to enhance its international presence and expand its Limited Partner client base. We are excited to work with Noah and his management team on this opportunity.”

In the meantime, Duff Phelps will enter into a “go-shop” period that ends on February 8, 2013. During that time, the company can receive other third party offers in order to solicit higher bids on behalf of its shareholders.

Should the deal fall apart, Duff Phelps have agreed to a $6.65 million break-up fee.

Here is a list of advisors overseeing the merger:

Duff Phelps:

  • M&A: Centerview Partners
  • Legal: Kirkland Ellis LLP

The Consortium:

  • M&A: Sandler O’Neill + Partners, L.P. (Lead Advisor), Credit Suisse, Barclays, RBC Capital Markets
  • Financing: Credit Suisse, Barclays, RBC Capital Markets
  • Legal: Wachtell, Lipton, Rosen Katz