Summary
Marsh & McLennan Companies, Inc. (MMC) announced on June 6, 2010, a definitive agreement to sell its indirect wholly-owned subsidiary, Kroll Inc., to Altegrity, Inc., a portfolio company of Providence Equity Partners, for approximately $1.13 billion in cash. This strategic divestiture is expected to be completed in the third quarter of 2010, subject to customary closing conditions, including regulatory approvals and Kroll's EBITDA performance targets. The sale of Kroll, a company providing various investigative and risk management services, represents a significant cash infusion for MMC. Investors should note the proceeds will be subject to customary adjustments related to Kroll's working capital. The transaction's completion hinges on conditions such as antitrust clearances (HSR Act and German competition laws) and the absence of any governmental orders prohibiting the sale. Altegrity's obligation to close is further contingent on Kroll meeting a specific EBITDA target and the settlement of certain intercompany obligations.
Key Highlights
- 1MMC to sell its indirect wholly-owned subsidiary, Kroll Inc., for approximately $1.13 billion in cash.
- 2The sale is to Altegrity, Inc., a portfolio company of Providence Equity Partners.
- 3The transaction is expected to close in the third quarter of 2010.
- 4Closing is contingent on customary conditions, including regulatory approvals (HSR Act, German competition laws).
- 5Altegrity's obligation to close is subject to Kroll meeting a specified EBITDA target and resolving intercompany obligations.
- 6MMC has agreed to customary covenants restricting Kroll's business operations prior to closing.
- 7MMC has agreed to non-solicitation and non-compete clauses for a specified period post-closing.