BJ's Wholesale Club, Inc. has agreed to be acquired by affiliates of Leonard Green & Partners LP (LGP) and funds advised by CVC Capital Partners (CVC) in an all-cash transaction valued at about $2.8 billion. Under the terms of the agreement, BJ's shareholders will receive $51.25 per share in cash for each share of BJ's common stock they hold.
BJ's board of directors unanimously approved the merger agreement upon the recommendation of its committee of independent directors and following a process that began in February 2011, in which it explored and evaluated strategic alternatives.
The merger is subject to the approval of BJ's shareholders, customary closing conditions and regulatory approvals. The transaction is expected to close during the fourth quarter of 2011. BJ's will file a preliminary proxy statement with the SEC containing detailed information about the transaction and the board and independent committee process. Once the SEC completes its review of the preliminary proxy statement, BJ's will file a definitive proxy statement with the SEC and distribute it to shareholders.
Laura Sen, president and CEO, said, "BJ's will benefit from the continued execution of our business plan and the significant retail expertise of our new partners at LGP and CVC, as well as from continued investments in our clubs, our people and technology, and the future of our business. Our members will continue to enjoy the top-quality merchandise, outstanding savings and great service that they've come to expect from BJ's on every visit."
Morgan Stanley & Co. Inc. acted as financial advisor to BJ's, and Wilmer Cutler Pickering Hale and Dorr LLP served as its legal counsel. Potter Anderson & Corroon LLP served as legal counsel to BJ's committee of independent directors. Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Barclays Capital Inc. and Jefferies & Company, Inc. acted as financial advisors, and, in addition to General Electric Capital Corporation and Wells Fargo Capital Finance, LLC, provided fully committed financing to CVC and LGP. Latham & Watkins LLP and Simpson Thacher & Bartlett LLP acted as legal advisors to LGP and CVC, respectively.