Apollo Management offers $12.50 per share

• $990mm equity value, $1.25B including assumed debt

• JJZ news - stock chart
• Business description

Announced 10.11.06

• Press release
• Form 8-K

Closed 2.08.07

• Form 15

Apollo will sell JJZ's plumbing business (Zurn)

• Has deal to sell Zurn to RBS Global for $950mm
• Apollo will invest $290mm in RBS
• RBS is the parent company of Rexnord Corporation
• RBS press release
• Form 8-K

Developments

• Deal faced opposition form a 23.6% shareholder

• See Investor Opposition below

• Shareholder lawsuits filed

• JJZ press release  10.18.06

Financial

• Apollo: Credit Suisse
• JJZ: Lazard Frres

Legal

• Apollo: OMelveny & Myers
• JJZ: Davis Polk

Offer is opposed by Southeastern Asset Management

Southeastern 13D filings

• Schedule 13D 8.14.06

• Discloses 23.6% holding
• Item 4 disclosure supports hiring of CEO

• Amendment #1 10.11.06

• "We vehemently oppose this transaction, because the $12.50 price is completely insufficient"
• "While our actions are limited somewhat by the terms of the Standstill Agreement between Southeastern and Jacuzzi ..., we currently intend to vote against this transaction with the maximum percentage permitted under that Agreement."

• Amendment #2 1.10.07

• "... we still intend to vote against this transaction with the maximum percentage permitted under that Agreement.

• Amendment #3 2.13.07

Southeastern standstill agreement

• Standstill agreement 12.05.02
• Amendment #1 8.11.05 

Definitive proxy statement 1.05.07

• Table of contents

Preliminary proxy statement 11.02.06

Merger agreement provisions

• §5.07  Financing representation
• §8.07  Financing assistance
• §8.08  Debt tender

No shop covenant

• Merger agreement §6.03

Break-up fee

• $25 mm
• Merger agreement §11.04

Private Equity Deals