Curling up with a nice Pro One SEC Filing, verrry interesting
I'm going to miss Pro One being public. Sure, I know, when it's a public company the management always has to be super careful about what they can and cannot say. That's a pain for reporter and management alike; I won't miss that. It's the SEC filings I'm gonna miss! Who knew--certainly not meâ€”what a darn good read an SEC filing could make--I especially like the ones, like this, that are filed after five on Friday. Of course, it's the calculationsâ€”I'm crazy for math you knowâ€” that interest me, not the amount of cash/prizes Pro One executives are walking away with. If you, on the other hand, are interested in cash details, the graphs start on page 11. Or this one, a pre-dawn Monday morning filing, with more salary and severance and deal-making details. When can Richard Ginsburg get back into the security business, as industry insiders fully expect him to do? He's got an 18-month non-compete, according to this fun SEC filling.
The employment agreements with Messrs. Ginsburg, Nevin and Pefanis include non-competition provisions that generally restrict their ability to directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, lender, consultant or otherwise, with an entity that provides security monitoring services within the continental United States or Canada for a period of 18 months after termination of employment.Eighteen months. That's December 2011, if the deal closes on June 2, the date that GTCR and Pro One are aiming for according to these filings. Eighteen months doesn't seem that long; the executives' health insurance, life insurance are covered for three years following the close of the deal. And did you know Pro One's been on the block since 2006 and that GTCR had been wooing Pro One's parent Quadrangle since way back in May 2008? The first go-round didn't work out, but they got close enough to get permission to look through Pro One's books for a while.
In May 2008, GTCR contacted Quadrangle about its interest in Protection One. In June 2008, representatives of Quadrangle met with representatives of GTCR to discuss GTCRâ€™s interest. In June and July 2008, Quadrangle discussed with the Board of Directors the nature of GTCRâ€™s interest. The Board authorized the execution of a nondisclosure agreement with GTCR on July 15, 2008, and the Company thereafter shared some limited information with GTCR. Based on that information, GTCR made an oral preliminary proposal to acquire up to 49% of the outstanding Shares from Quadrangle and Monarch for $8.00 to $8.50 per Share. GTCR indicated that it was not interested in an acquisition of a controlling interest in the Company because the state of the debt markets at that time would make it difficult to refinance the Companyâ€™s existing indebtedness, which would be required upon a change in control. The Board of Directors determined not to pursue this proposal and subsequently requested that GTCR return all confidential information previously provided to it.There's info on the range of offers made by all of the bidders whom GTCR eventually beat out.
Beginning on January 20, 2010 and continuing through February 19, 2010, J.P.Morgan contacted 134 potential corporate and financial buyers for Protection One. That group of potential buyers included 60 corporate buyers and 74 financial sponsors. Of the 134 potential buyers contacted, 65 (15 corporate buyers and 50 financial sponsors) negotiated confidentiality agreements with the Company and its counsel between January 25 and February 19, 2010 and received copies of the confidential information memorandum describing the Company and its businesses. Each Confidentiality Agreement executed by the 65 potential buyers contained a standstill provision that, among other things, restricted the ability of each such bidder to acquire or seek to acquire the assets or securities of Protection One without the Companyâ€™s consent.On February 23, 2010, in response to J.P.Morganâ€™s request for preliminary indications of interest in the Company, 17 potential buyers submitted letters indicating an interest in acquiring Protection One. On February 24, 2010, an eighteenth potential buyer submitted a preliminary indication of interest. Of the 18 bidders, four were corporate buyers and 14 were financial sponsors. Preliminary offer prices ranged from $7.76 to $17.25 per Share. On February 25, 2010, the Transactions Committee and J.P.Morgan reviewed offers and decided "9 of the 18 potential buyers could proceed in the process. There were two corporate buyers and seven financial sponsors. What were they offering? "Prices that ranged from $9.50 per share to $15.22 per share." Well, we know how it all worked out, but there's more SEC crack in this fiing: Projections for Pro ONe's performance in the next few years. And does this make you even more interested in reading the projections or what?
"Readers of this Schedule 14D-9 are strongly cautioned not to place undue reliance on the financial projections set forth below."The revenue projections are as follows in millions: $364 in 2010, $386 in 2011, $409 in 2012, $436 in 2013 and $466 in 2014. Adjusted EBITDA projection for 2010- 2014 in millions follow: $120, $128, $134, $142, $153. And, RMR estimates: $79, $91, $103, $115, $130. Yes, I'm going to miss these filings in the future for sure.