Stroock Represents Institutional Investors in Acquiring SouthWest Water Company
March 3, 2010, New York, NY… Stroock & Stroock & Lavan LLP is representing institutional investors advised by J.P. Morgan Asset Management and Water Asset Management, LLC (the Partnership) in the acquisition of SouthWest Water Company, a publicly-traded water utility listed on NASDAQ (SWWC).
SouthWest Water Company has entered into a definitive merger agreement to be acquired for a total transaction enterprise value of approximately $427 million in cash, or $11.00 per share, by the Partnership. Separately, the Partnership has agreed to invest $16 million in 2.7 million new shares of SouthWest Water Company to provide the Company with immediate capital to meet current needs across its service territories.
SouthWest Water Company provides a broad range of operations, maintenance and management services, including water production, treatment and distribution; wastewater collection and treatment; customer service; and utility infrastructure construction management. The company owns regulated public utilities and also serves cities, utility districts and private companies under contract. More than a million people in nine states rely on SouthWest Water for service.
The merger is subject to customary closing conditions, including the approval of SouthWest Water's shareholders and various regulatory agencies. Upon completion of the transaction, SouthWest Water's common stock will cease to be publicly traded.
"We are delighted to be representing the investors on this important infrastructure transaction in the water sector," said Richard Madris, head of Stroock's infrastructure practice.
Corporate partner Richard Madris, Tax partner Jeffrey Uffner, ERISA partner Mark Wintner, and associates Brian Greene, Courtney Reichuber and Steven Lipstein worked on the transaction and its structuring.
Wells Fargo Securities, LLC acted as financial advisor to the Special Committee of the Board of Directors of SouthWest Water which was formed to evaluate SouthWest Water's strategic alternatives. Macquarie Capital (USA) Inc. acted as financial advisor to the Partnership.
Stroock & Stroock & Lavan LLP is a law firm providing transactional and litigation guidance to leading multinational corporations, investment banks and private equity firms in the U.S. and abroad. Stroock's emphasis on client service and innovation has made it one of the leading law firms for 130 years. Stroock's practice areas include capital markets/securities, commercial finance, mergers and acquisitions and joint ventures, private equity, private funds, infrastructure, derivatives and commodities, employment law and benefits, energy and project finance, entertainment, environmental law, financial restructuring, financial services litigation, insurance, intellectual property, investment management, litigation, personal client services, real estate, structured finance and tax.