West L.A.’s Leonard Green & Partners LP has partnered with one of the world’s largest private equity firms to buy East Coast membership warehouse store BJ’s Wholesale Club Inc. for $2.82 billion.
Under the terms of the agreement, shareholders of Westborough, Mass.-based BJ's will receive $51.25 per share in cash. That’s nearly a 7 percent premium to the closing price on Tuesday, and about 38 percent premium to the price before Leonard Green disclosed that it had acquired a 9.5 percent stake late last June.
Leonard Green’s partner is London-based CVC Capital Partners, considered one of the world’s five largest private equity firms with $46 billion under management. A consortium of banks, including Deutsche Bank, Citigroup and Wells Fargo, will provide a package of senior secured financing totaling about $2.6 billion.
Founded in 1984, BJ’s operates 190 warehouse clubs in 15 states, primary in the eastern United States. Leonard Green is BJ’s sixth largest shareholder, controlling about 2.1 million common shares and holding another 3 million options.
The deal includes an $80 million break-up fee and a “no-shop” provision that prohibits BJ’s from seeking another suitor. In return, BJ’s would receive a $175 million reverse-termination fee if Leonard Green and CVC fail to close the deal by mid-December under certain circumstances.
Leonard Green, founded in 1989, is a private equity firm that specializes in leverage buyouts. It has roughly $9 billion in equity capital under management and currently is investing its fifth fund, which raised $5.3 billion. Among its holdings is Air Lease Corp., the new jet leasing company founded by billionaire Steven Udvar Hazy.
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