JPM, Goldman Get Goodman Global’s Unconditional Love
Goodman Global was good to Goldman Sachs and J.P. Morgan Chase.
The maker of heating and air-conditioning products on Wednesday filed the proxy statement for its $1.76 billion purchase by private-equity firm Hellman & Friedman. The document peels back the curtain for the first time on the sale process, a six month roller coaster ride courtesy of turmoil in the credit markets.
The Goodman auction traces its roots to April, when CEO Charles Carroll informed the board that he intended to retire. The board subsequently hired Goldman and J.P. Morgan to look for a buyer. Even though initial offers were due in July, well after credit turmoil began, six credible bidders stepped forward with indications of interest, according to the document.
But then things got even messier. The Aug. 15 deadline for final offers came and went with not a single one received. The problem? In part, as the proxy notes, both J.P. Morgan and Goldman had pulled back the so-called stapled debt financing packages they had made available to prospective bidders at Goodman’s request.
Lucky for Goodman, the auction was ultimately salvaged as the credit markets improved in October — and before they started to deteriorate again this month. H&F ultimately won the day with a $25.60-a-share bid, beating out an unnamed private-equity firm that actually offered more ($25.75) but whose proposal was doomed by its shaky financing. In the end, a group of hedge funds stepped in to fill the funding breach J.P. Morgan and Goldman had left, lending Hellman the money it needed to seal the deal.
A happy ending for all concerned, but especially for Goldman and J.P. Morgan. In another high-profile case where a bank got cold feet on a deal — the sale of Home Depot’s Supply unit, Lehman Brothers lost its role advising the retailer. Not in this case, and as the proxy notes, Goldman and J.P. Morgan each has a cool $11.5 million M&A fee to prove it.
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