Textainer to be acquired by Stonepeak for $7.4B

Textainer announced that it has entered into a definitive agreement to be acquired by Stonepeak. Upon completion of the transaction 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 $50.00 per share in cash, with the total value of the common shares equaling approximately $2.1B. This transaction represents an enterprise value of approximately $7.4B. The purchase price represents a premium of approximately 46% over Textainer’s closing share price on October 20, 2023, the last full trading day prior to the transaction announcement. The per share consideration paid to shareholders on the JSE will be in South African Rand at an exchange rate established in accordance with the merger agreement. The transaction 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 to actively solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and the company does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or is otherwise required. Following the completion of the transaction, Textainer will continue to be led by its President and CEO, Olivier Ghesquiere, and will continue to be headquartered in Hamilton, Bermuda. Prior to closing, Textainer intends to maintain its current quarterly dividend on both the Textainer common and preference shares.