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Textainer to be acquired in $7.4bn deal

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Textainer Group Holdings Ltd: Bermudian-based company is to be acquired by New York-headquartered Stonepeak (File photograph)

A multibillion-dollar deal for one of the world’s largest lessors of intermodal containers will end its public listing, but not its domicile as a Bermudian-headquartered company.

Textainer Group Holdings Limited, the container sales and trading company, is to be acquired by the New York-headquartered alternative investment firm Stonepeak for $7.4 billion.

Announcing the deal, the company said that 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 approved unanimously by the Textainer board of directors, common shareholders will receive $50 per share in cash, with the total value of the common shares equalling approximately $2.1 billion.

Textainer said the transaction represents an enterprise value of approximately $7.4 billion.

The purchase price represents a premium of approximately 46 per cent over Textainer’s closing share price last Friday, the last full trading day prior to the transaction announcement.

The per-share consideration paid to shareholders on the Johannesburg Stock Exchange will be in South African rand at an exchange rate established in accordance with the merger agreement.

“This transaction has been made possible by our strong company foundation reaffirmed over the last several years, which allowed for both substantial capex growth and the strengthening of our business, further driven by our deep customer relationships,” said Olivier Ghesquiere, president and chief executive.

“By partnering with Stonepeak, we will gain access to investment capital and industry expertise, positioning us for continued growth in the years to come. I would like to especially thank our employees for all they have done to get us to this point and for the part they will play in the years ahead.”

James Wyper, senior managing director at Stonepeak, said: “Textainer forms a critical link in global trade. The business is underpinned by high-quality assets and contracted cashflows that provide substantial downside protection and resilient through-cycle performance.

“These characteristics, along with Textainer’s commitment to customers and disciplined approach to capital expenditure, are what make the company a leader in the sector. We look forward to working closely with Textainer to help further their strategy and growth.”

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.

Textainer said the definitive merger agreement includes a 30-day “go-shop” period expiring at 12.01am Eastern Time on November 22, which permits Textainer and its financial adviser to continue to actively solicit and consider alternative acquisition proposals.

After the completion of the transaction, Textainer said, it will continue to be led by Mr Ghesquiere, and will continue to be headquartered in Hamilton.

Textainer is one of the world’s largest lessors of intermodal containers with more than four million 20-foot equivalent units in its owned and managed fleet.

The company has a primary listing on the New York Stock Exchange and a secondary listing on the Johannesburg Stock Exchange.

Stonepeak is an alternative investment firm specialising in infrastructure and real assets with approximately $57.1 billion of assets under management.

In addition to its New York headquarters, it has offices in Hong Kong, Houston, London, Singapore and Sydney.

Olivier Ghesquiere, president and chief executive of Textainer (File photograph)

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Published October 23, 2023 at 4:30 pm (Updated October 23, 2023 at 8:09 pm)

Textainer to be acquired in $7.4bn deal

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