Daily News: June 22, 2017

UBS Supports TRC Merger With Affiliates of New Mountain Capital


TRC Companies completed its merger with affiliates of New Mountain Partners IV, an investment fund managed by New Mountain Capital.

As a result of the transaction, NMC acquired TRC for $17.55 per share in cash. TRC shares will be delisted from the NYSE and will no longer be publicly traded.

“The completion of this transaction marks the beginning of a new chapter for TRC and is an important step in executing on our long-term growth strategy,” said TRC Chairman and Chief Executive Officer Chris Vincze. “There is an immense need for creative thinking to help solve some of the world’s toughest infrastructure and energy challenges and, with NMC’s partnership, TRC is well-positioned to do just that. NMC’s financial strength and strategic relationships will help us strengthen our commitment to our clients, increase professional opportunities for our staff and accelerate our culture of innovation — all with the intent of building a more valuable company.”

According to a related 8-K filing, UBS served as administrative agent, collateral agent and l/c issuer for a credit agreement with the company providing for a seven-year $325 million term loan and a five-year $60 million revolving credit facility.

The proceeds of the new term loan facility were used to fund a portion of the merger consideration and to pay fees and expenses incurred in connection with the merger. The term loans under the new term loan facility amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance due and payable at maturity unless earlier prepaid.

Houlihan Lokey Capital acted as financial advisor to TRC, and Covington & Burling acted as legal advisor to TRC.

Barclays Capital and UBS Securities acted as M&A advisors to NMC, and Kirkland & Ellis LLP acted as legal advisor to NMC. NMC also received M&A and industry advice from EFCG (Environmental Financial Consulting Group).

TRC is a national engineering, environmental consulting and construction management firm that provides integrated services to the power, environmental, infrastructure and oil and gas markets.