Daily News: March 19, 2012

PNC Provides Financing for Insight Equity’s Acquisition of Flanders


Flanders Corporation, one of the largest manufacturers of air filters, air handling and containment systems, and related products in North America, announced that it has entered into a definitive agreement to be acquired by an affiliate of Insight Equity Holdings LLC, a middle-market private equity firm, in a transaction valued at approximately $192 million excluding fees and expenses.

PNC Bank has committed to provide a senior revolving credit facility in support of the transaction. FS Investment Corporation (which is advised by FB Income Advisor and sub-advised by GSO/Blackstone Debt Funds Management) has committed to provide unitranche and mezzanine debt financing and equity financing in support of the transaction.

Under the terms of the agreement, upon consummation of the transaction Flanders’ shareholders will receive $4.40 per share in cash for each share of Flanders’ common stock, representing a premium of 39% over the average closing share price of $3.17 during the last 30 days ending March 16, 2012 and a 42% premium over Flanders’ average closing share price of $3.10 during the last 90 days ending March 16, 2012.

Flanders’ board of directors unanimously approved the transaction and will recommend that Flanders’ shareholders adopt the agreement. In addition, certain Flanders’ shareholders, including some members of senior management have executed agreements to vote their shares in favor of the transaction.

Harry Smith, CEO and chairman of the board of directors of Flanders, said, “I am very pleased with the accomplishments that our leadership team and employees have made over the last several years creating a strong market presence with leading brands and unwavering customer commitment. This transaction allows all of our shareholders to realize the value created.”

Brad Buser, a vice president of Insight Equity, said, “We are excited to invest behind this talented management team in pursuit of Flanders’ vision for continued product and service innovations in key markets.”

The transaction is subject to shareholder approval and other customary closing conditions and is targeted to close in the second quarter of 2012.

Oppenheimer & Co. Inc. is acting as Flanders’ exclusive financial advisor. McGuireWoods LLP serves as special counsel to Flanders’ board in connection with this transaction. Johnson, Pope, Bokor, Ruppel & Burns, LLP serves as Flanders’ general corporate counsel. Hunton & Williams LLP is acting as legal advisor to Insight Equity and its affiliates.

Insight Equity makes controlling investments in strategically viable, middle-market, asset intensive companies across a wide range of industries.