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The hunter has turned the hunted. Australian investment fund Macquarie Infrastructure Partners II on Thursday, Dec. 22, agreed to pay $536 million for WCA Waste Corp., a Houston-based solid waste company that has grown rapidly through a series of takeovers.MIP II, a 10-year closed-end fund that is part of a group of portfolios established by Australia's Macquarie Group Ltd., will pay $6.50 per share for WCA, a 30% premium to the target's Wednesday closing price of $4.91.
"We are excited about the company that we have built to date and are pleased to be partnering with MIP II as we enter our next phase of growth," WCA chairman and CEO Tom J. Fatjo Jr. said in a statement. "This transaction represents an excellent opportunity to realize value."
The deal values WCA at about 9 times its likely 2011 operating income of about $26 million. The company earned operating income of $19.5 million from sales of $205 million for the nine months ended Sept. 30, up from $18 million and $172 million, respectively, for the same period a year earlier.
WCA operates 25 landfill sites and 29 collection operations serving 450,000 customers in 14 states in the Southeast and Midwest. The business was listed in 2004 and has grown through a series of acquisitions, including the purchase of Emerald Waste Services LLC for $45 million in March this year, a February deal for Boston-based Stoughton Recycling Technologies, and the $34.2 million purchase of the Houston-based assets of Waste Services Inc. in 2007.
"This acquisition will leverage our existing industry knowledge and help us to expand and diversify MIP II's North American portfolio," said MIP II CEO Christopher Leslie.
The transaction, expected to close in the first quarter of 2012, will be financed by a mixture of MIP II's cash and new credit facilities worth as much as $275 million. Some of the credit will be used to refinance WCA's existing loans, which included long-term debts of just over $280 million at the end of September, according to its quarterly report.
WCA took legal advice from Andrews Kurth LLP. Imperial Capital LLC rendered a fairness opinion to the WCA board. MIP II received financial advice from Macquarie Capital and legal counsel from Mayer Brown LLP.

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