Textainer Group Holdings Limited – one of the world’s largest lessors of intermodal containers – recently announced that it has entered into a definitive agreement to be acquired by Stonepeak (a leading alternative investment firm specializing in infrastructure and real assets). Upon completing the deal and the redemption of Textainer’s Series A and B cumulative redeemable perpetual preference shares, Textainer will become a privately held company.
Under the terms of the definitive agreement – which was unanimously approved by the Textainer Board of Directors – Textainer common shareholders will receive $50 per share in cash, with the common shares totaling approximately $2.1 billion. This deal represents an enterprise value of roughly $7.4 billion. The purchase price represents a premium of about 46% over Textainer’s closing share price on October 20, 2023, which is the last full trading day before the transaction announcement. The per-share consideration paid to shareholders on the JSE will be in South African Rand at an exchange rate established by the merger agreement.
The deal is expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by Textainer shareholders and the receipt of required regulatory clearances and approvals. The transaction is not subject to a financing condition. The definitive merger agreement includes a 30-day “go-shop” period expiring at 12:01 a.m. Eastern Time on November 22, 2023 – which permits Textainer and its financial advisor to continue soliciting and actively consider alternative acquisition proposals.
Following the transaction’s completion, Textainer will continue to be led by its President and CEO, Olivier Ghesquiere, and will continue to be headquartered in Hamilton, Bermuda.
Before the closing of the deal, Textainer intends to maintain its current quarterly dividend on both the Textainer common and preference shares.
“This transaction has been made possible by our strong company foundation reaffirmed over the last several years, which allowed for both substantial capex growth and the strengthening of our business, further driven by our deep customer relationships. By partnering with Stonepeak, we will gain access to investment capital and industry expertise, positioning us for continued growth in the years to come. I would like to especially thank our employees for all they have done to get us to this point and for the part they will play in the years ahead.”
— Olivier Ghesquiere, President and Chief Executive Officer
“Textainer has operated since 1979, becoming a publicly traded company in 2007. After 16 years of operating in the public equity markets, we are very excited to start this new chapter as a private company. We’re particularly proud to have delivered a transaction that creates significant and immediate value for our common shareholders. This transaction validates the success of Textainer’s strategy and the positive momentum in the business. With the support of an experienced partner like Stonepeak, we are well positioned to continue delivering high quality equipment and best-in-class service to customers worldwide.”
— Hyman Shwiel, Chairman of the Board of Textainer
“Textainer forms a critical link in global trade. The business is underpinned by high-quality assets and contracted cash flows that provide substantial downside protection and resilient through-cycle performance. These characteristics, along with Textainer’s commitment to customers and disciplined approach to capital expenditure, are what make the Company a leader in the sector. We look forward to working closely with Textainer to help further their strategy and growth.”
— James Wyper, Senior Managing Director at Stonepeak