Duff & Phelps Agrees to Sell Itself for $655 Million

Andrew Klips |

Putting the shoe on the other foot, Duff & Phelps Corp. (DUF) has apparently valued itself at $15.55 per share, or about $655.5 million.  That is the price that that New York-based company agreed upon to be acquired by a consortium of organizations managed by private equity firm Carlyle Group LP (CG), Pictet & Cie, Stone Point Capital and Edmond de Rothschild Group.  None of the acquiring entities will own greater than 35 percent of Duff & Phelps, according to a corporate statement.

Duff & Phelps has built its reputation by providing valuation and merger advice to companies, the government and hedge funds.  Amongst other things, the company was an advisor in the bankruptcy of Lehman Brothers.

The $15.55 per share price tag is a 19.2 percent premium to Friday’s closing price of DUF.  The agreement includes a “go shop” period that permits Duff & Phelps to actively solicit other offers until February 8, 2013.  A $6.5 million breakup fee will be enforced should another offer be chosen.

Noah Gottdiener, chief executive officer of Duff & Phelps, said that the “transaction is in the best interest of our stockholders, who will receive an immediate and certain cash premium for their shares. Importantly, the transaction will be structured to preserve the firm’s independence as we serve our clients in the future.”

The transaction has been approved by the Board of Directors of Duff & Phelps, following the recommendation of a transaction committee consisting of independent directors.  Crestview Partners served as financial advisors to Duff & Phelps while Kirkland & Ellis provided legal counsel.

If no other offers are taken by Duff & Phelps, the definitive agreement with the consortium is expected to close in the first half of 2013.

Shares of DUF gapped ahead at the opening bell Monday and are holding at $15.55 in early trading.

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Companies

Symbol Name Price Change % Volume
CG The Carlyle Group L.P. 15.49 -0.10 -0.64 383,328

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