PLAINVIEW, N.Y., Jan. 9, 2014 /PRNewswire/ -- CSC ServiceWorks,
Inc. ("CSC ServiceWorks") and Mac-Gray Corporation (NYSE: TUC)
("Mac-Gray") today announced that pursuant to a definitive
agreement entered into on October 14,
2013, Spin Holdco Inc., a wholly-owned subsidiary of CSC
ServiceWorks, has acquired all of the outstanding common stock of
Mac-Gray for $21.25 per share.
The aggregate value of the transaction is approximately
$584 million, taking into account
Mac-Gray's outstanding stock options, restricted stock units and
net debt. The transaction has been approved by the Board of
Directors and stockholders of Mac-Gray. As a result of the
transaction, Mac-Gray stock has ceased trading on the New York
Stock Exchange effective today.
CSC ServiceWorks is a leading provider of multi-family housing
and commercial laundry solutions, as well as the industry leader in
air vending services at convenience stores and gas stations, with
more than one million machines in service. CSC ServiceWorks
was purchased by an affiliate of Pamplona Capital Management in May
of 2013 for $1.4 billion.
Mac-Gray, founded in 1927 is a leading provider of laundry
facilities management services to both multi-family and academic
housing sectors.
Bob Doyle, CEO of CSC
ServiceWorks, commented, "For many years our businesses have been
industry leaders. The combination of these two companies along with
the sharing of best practices will result in ideas that will
maximize customer satisfaction and provide offerings that are
unsurpassed in our industry. This is truly an exciting day
for both of our organizations' employees and customers."
Phil Emma, COO of Mac-Gray added,
"We are very excited to merge with CSC ServiceWorks. Our two
organizations have been healthy competitors within the industry and
this transaction is a genuine benefit for us both. It is a
testament to both companies' ongoing commitment to provide
compelling customer solutions to the market."
Bank of America Merrill Lynch acted as financial advisor to
Mac-Gray and Goodwin Procter LLP served as legal counsel.
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and
Evercore Group L.L.C. acted as financial advisors to CSC
ServiceWorks; and Kirkland & Ellis LLP served as legal
counsel.
About CSC ServiceWorks
CSC ServiceWorks, with over one million machines in service, is
the leading provider of multi-family housing and commercial laundry
solutions as well as the industry leader in air vending services at
convenience stores and gas stations. CSC ServiceWorks' family
of businesses includes: Coinmach Corp., ASI Campus Laundry
Solutions, SDI Laundry Solutions, Sparkle Solutions Corp.,
Appliance Warehouse of America, AIR-serv, AirValet and Super
Laundry. CSC ServiceWorks has a workforce of over 2,250
dedicated professionals throughout the
United States, Canada and
Europe. To learn more about CSC ServiceWorks, visit the
company's website at www.cscserviceworks.com.
About Mac-Gray Corporation
Founded in 1927, Mac-Gray derives its revenue principally
through the contracting of debit-card and coin-operated laundry
facilities in multi-unit housing facilities such as apartment
buildings, college and university residence halls, condominiums,
and public housing complexes. Mac-Gray manages laundry rooms
in 44 states and the District of Columbia. Mac-Gray also
sells and services commercial laundry equipment to retail
laundromats and other customers through its product sales
division. To learn more about Mac-Gray, visit the company's
website at www.macgray.com.
About Pamplona Capital Management
Pamplona Capital Management is a specialist investment manager
established in 2005 that provides an alternative investment
platform across private equity, fund of hedge funds and single
manager hedge fund investments. Pamplona manages over $6.0 billion in assets for a variety of clients
including public pension funds, international wealth managers,
multinational corporations, family offices and funds of hedge
funds. Pamplona is currently managing its third private
equity fund, Pamplona Capital Partners III, LP, which was raised in
2011 and has committed capital of $2.7
billion. Pamplona invests long-term capital across the
capital structure of its portfolio companies in both public and
private market situations.
Safe Harbor Statement
This news release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the transaction and its
anticipated results, including synergies, customer satisfaction,
service offerings and market footprint. Mac-Gray intends such
forward-looking statements to be covered by the Safe Harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and is including this
statement for purposes of complying with these Safe Harbor
provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and
expectations of Mac-Gray, may be identified by use of the words
"believe," "expect," "intend," "anticipate," "project," or similar
expressions. Investors should not rely on forward-looking
statements because they are subject to a variety of risks,
uncertainties and other factors that could cause actual results to
differ materially from such forward-looking statements.
Certain factors which could cause actual results to differ
materially from the forward-looking statements include, but are not
limited to, general economic conditions, changes in multi-housing
vacancy rates, Mac-Gray's ability to renew long-term customer
contracts, the transaction and those risks set forth in Mac-Gray's
Annual Report on Form 10-K for the year ended December 31, 2012 under "Risk Factors" and in
other reports subsequently filed with the SEC. Except as expressly
required by law, Mac-Gray undertakes no obligation to update any
forward-looking statements, which speak only as of the date of this
news release. All forward-looking statements in this document
are qualified in their entirety by this cautionary statement.
Contact:
Ray Loser
Chief of Staff
CSC Service Works
rloser@csccompanies.com
SOURCE CSC ServiceWorks, Inc.