ServiceMaster Buyout

The ServiceMaster Company (SVM)
$5.5B Buyout

Summary

Buyout of lawn care company by Clayton Dubilier

$15.625 per SVM share; $5.5B enterprise value
SVM news - stock chart

Announced 3.19.07

Closed 6.28.07

Developments

HSR Act early termination 4.20.07
Shareholder meeting scheduled 5.04.07
Lender information package 5.16.07
Shareholders approve merger agreement 6.28.07

Advisors

Financial

SVM: Morgan Stanley / Goldman Sachs / Greenhill
Buyer: Banc of America / Citigroup / JPMorgan / Wachovia

Legal

SVM: Sidley Austin
Buyer: Debevoise

Merger Agreement Hyperlinked

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions; Interpretation

1.1 Definitions
1.2 Interpretation

Article II The Merger

2.1 The Merger
2.2 Closing
2.3 Effective Time
2.4 Effects of the Merger
2.5 Certificate of Incorporation and By-laws; Officers and
Directors

Article III Effect of the Merger on the Stock of the
Constituent Corporations; Surrender of
Certificates

3.1 Effect on Stock
3.2 Surrender of Certificates

Article IV Company Reps

4.1 Organization
4.2 Subsidiaries
4.3 Capital Structure
4.4 Authority
4.5 Consents and Approvals; No Violations
4.6 Sec Documents and Other Reports
4.7 Absence of Material Adverse Change
4.8 Information Supplied
4.9 Compliance with Laws
4.10 Tax Matters
4.11 Liabilities
4.12 Litigation
4.13 Benefit Plans
4.14 State Takeover Statutes
4.15 Intellectual Property
4.16 Material Contracts
4.17 Labor and Employment
4.18 Real Estate
4.19 Environmental Matters
4.20 Affiliate Transactions
4.21 Required Vote of Company Stockholders
4.22 Opinions of Financial Advisors
4.23 Brokers

Article V Parent and Sub Reps

5.1 Organization
5.2 Authority
5.3 Consents and Approvals; No Violations
5.4 Information Supplied
5.5 Litigation
5.6 Capitalization and Interim Operations of Sub
5.7 Financing Commitments
5.8 Brokers
5.9 Lack of Ownership of Company Common Stock
5.10 Guaranty
5.11 Absence of Arrangements with Management

Article VI Covenants Relating to Conduct of Business

6.1 Conduct of Business by the Company Pending the
Merger
6.2 No Solicitation
6.3 Conduct of Parent and Sub Pending the Merger

Article VII Additional Agreements

7.1 Employee Benefits
7.2 Treatment of Stock-based Awards
7.3 Stockholder Approval; Preparation of Proxy Statement
7.4 Access to Information
7.5 Fees and Expenses
7.6 Public Announcements
7.7 Transfer Taxes
7.8 State Takeover Laws
7.9 Indemnification; Directors and Officers Insurance
7.10 Reasonable Best Efforts
7.11 Notification of Certain Matters
7.12 Financing
7.13 Solvency Letter
7.14 Exchange Rights Agreement

Article VIII Conditions Precedent

8.1 Each Party
8.2 Company
8.3 Parent and Sub

Article IX Termination and Amendment

9.1 Termination
9.2 Effect of Termination
9.3 Amendment
9.4 Extension; Waiver

Article X General Provisions

10.1 Non-survival of Representations and Warranties and
Agreements
10.2 Notices
10.3 Counterparts
10.4 Entire Agreement; No Third-party Beneficiaries
10.5 Governing Law; Venue; Waiver of Jury Trial
10.6 Assignment
10.7 Severability
10.8 Enforcement of this Agreement
10.9 Obligations of Subsidiaries
10.10 Construction

Proxy Solicitation

Shareholder meeting

Scheduled for 6.28.07
Press release 5.04.07

Proxy statement filings

Definitive 5.23.07
Revised preliminary 5.15.07
Preliminary 4.16.07

Deal Protection

No shop covenant

Merger agreement §6.2
Proxy statement disclosure

Break-up fee

$20mm, plus out-of-pocket expenses
Agreement §9.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Fairness Opinion

Morgan Stanley fairness opinion

Proxy statement disclosure

Goldman Sachs fairness opinion

Proxy statement disclosure

Greenhill fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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