Brookfield to acquire Westinghouse from Toshiba for US $4.6B

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By Ted Liu

Brookfield Business Partners L.P. (NYSE: BBU; TSX:BBU.UN), together with institutional partners, has entered into an agreement to acquire 100% of Westinghouse Electric Company from Toshiba Corp. (TSE: 6502) for US $4.6 billion (all figures in US dollars)

Brookfield Business Partners and partners intends to fund the acquisition with approximately $1 billion of equity, approximately $3 billion of long-term debt financing and the balance by the assumption of certain pension, environmental and other operating obligations.

Brookfield Business Partners will commit to fund approximately 50% of the equity on closing using existing liquidity. Prior to or following closing, a portion of Brookfield Business Partners’ investment may be syndicated to other institutional investors.

Westinghouse Electric Company is a leading global provider of infrastructure services to the power generation industry.

On October 16, 2006, Toshiba and partners acquired Westinghouse Electric Company from British Nuclear Fuels Limited for $5.4 billion, with Toshiba owning 77%, The Shaw Group owning 20%, and Ishikawajima-Harima Heavy Industries Co. Ltd. 3%.

In August 2007, Toshiba sold 10% to Kazatomprom, the state uranium company of the Republic of Kazakhstan, for 540 million. In January 2013, Toshiba bought Shaw Group’s 20% stake for $1.6 billion.

On March 29, 2017, Westinghouse filed for Chapter 11 bankruptcy.

photo credit: Georgia Power

News Release

BROOKFIELD BUSINESS PARTNERS TO ACQUIRE WESTINGHOUSE ELECTRIC COMPANY

BROOKFIELD, NEWS — (Marketwired) – 1/4/18 — Brookfield Business Partners L.P. (NYSE:BBU) (TSX:BBU.UN) (“Brookfield Business Partners”), together with institutional partners (collectively “Brookfield”), announced today that it has entered into an agreement to acquire 100% of Westinghouse Electric Company (“Westinghouse” or “the Company”), a leading global provider of infrastructure services to the power generation industry, which is currently owned by Toshiba Corp.

The transaction provides for a purchase price of approximately $4.6 billion, expected to be funded with approximately $1 billion of equity, approximately $3 billion of long-term debt financing and the balance by the assumption of certain pension, environmental and other operating obligations.

“Westinghouse is a high-quality business that has established itself as a leader in its field, with a long-term customer base and a reputation for innovation,” said Cyrus Madon, CEO of Brookfield Business Partners. “We look forward to bringing our significant expertise and reputation as a long-term owner and operator of critical infrastructure in the U.S. and globally, as well as our deep facilities management capabilities, to enhance the Company’s position as a leading global infrastructure services provider to the power generation industry.”

Business Overview:
Westinghouse is among the world’s leading suppliers of infrastructure services to nuclear power generating facilities. The Company provides sophisticated engineering, maintenance, facilities management and repair services to its global customer base. Business highlights:
• Strong market position. Westinghouse is a leader in its field, as the largest service provider to the world’s nuclear power facilities. The Company operates within a complex regulatory and licensing environment requiring depth of expertise and capability.
• Global, diversified customer base. Westinghouse has a well-established installed base of long-term customers globally.
• Attractive revenue and cash flow profile. The majority of the Company’s profitability is delivered through regularly scheduled services which are provided under long-term contracts. Westinghouse’s core business has generated stable margins and consistent free cash flow.
• Strong reputation driven by focus on innovation. An iconic American company, Westinghouse offers a full suite of specialized parts and components, many of which are licensed or patented, as well as industry-leading engineering and other services that enhance the safety, efficiency and reliability of its customers’ facilities.

Funding
Brookfield Business Partners will commit to fund approximately 50% of the equity on closing using existing liquidity. Prior to or following closing, a portion of Brookfield Business Partners’ investment may be syndicated to other institutional investors.

Transaction Process
Closing of the transaction remains subject to Bankruptcy Court approval and customary closing conditions including, among others, regulatory approvals. Closing is expected to occur in the third quarter of 2018.

Brookfield Business Partners is a business services and industrials company focused on owning and operating high-quality businesses that benefit from barriers to entry and/or low production costs. Brookfield Business Partners is listed on the New York and Toronto stock exchanges. Important information may be disseminated exclusively via the website; investors should consult the site to access this information.

Brookfield Business Partners is the flagship listed business services and industrials company of Brookfield Asset Management Inc. (NYSE:BAM) (TSX:BAM.A) (EURONEXT:BAMA), a leading global alternative asset manager with over $265 billion of assets under management, of which approximately $141 billion are in the U.S. For more information, please visit our website at https://bbu.brookfield.com.

Media contact:
Suzanne Fleming Tel: (212) 417-2421
Email: suzanne.fleming@brookfield.com
Investor contact:
Courtney Burke Tel: (416) 369-2629
Email: courtney.burke@brookfield.com