Canadian Hudson’s Bay Company (Toronto: HBC) and Saks Incorporated (NYSE: SKS) have announced a merger agreement whereby HBC will acquire Saks for $16.00 (USD) per share in an all-cash transaction valued at approximately $2.9 billion (USD), including debt.

The congeneric merger brings together three of the retail industry’s most iconic brands – Hudson’s Bay, Lord & Taylor and Saks Fifth Avenue – to create a leading North American retailer addressing a broad consumer spectrum across luxury, mid-tier and outlet retail sectors. HBC will continue to build upon Saks’ market-leading position and identity as a luxury retailer. The combined company will operate 320 stores, including 179 full-line department stores, 72 outlet stores and 69 home stores in prime retail locations throughout the U.S. and Canada, along with three e-commerce sites. The combined company would have generated pro forma sales and normalized EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) in fiscal 2012 of approximately $7.2 billion (CDN) and $587 million (CDN), respectively, before any synergies. HBC expects to achieve $100 million (CDN) of annual synergies within three years.

Here’s how the deal was structured, HBC intends to finance the transaction, and refinance certain existing indebtedness at HBC, with a combination of approximately $1.0 billion (USD) of new equity, $1.9 billion (USD) of secured loans, and $400 million (USD) of senior unsecured notes and available cash on hand. An entity affiliated with Ontario Teachers’ Pension Plan and funds advised by West Face Capital Inc. have separately committed to provide HBC with $500 million (USD) and $250 million (USD) of equity funding, respectively, to support the transaction. BofA Merrill Lynch and Royal Bank of Canada have provided HBC with fully committed credit facilities, which together with the equity commitment provided by the Teachers’ Pension Plan, is sufficient to close the transaction.

The Company has received conditional listing approval from the Toronto Stock Exchange for the common shares of the Company to be issued to Teachers’ Pension Plan and West Face Capital. In consideration for commitment, concurrently with the execution of the merger agreement, HBC issued 1.5 million share purchase warrants to the Teachers’ Pension Plan, and will issue an additional 3.5 million share purchase warrants upon the closing of the transaction. In consideration for the West Face commitment, HBC will issue 1.75 million share purchase warrants to West Face upon the closing of the transaction. The subscription price of the common shares and the exercise price of the warrants will be $17 (USD) per share (subject to adjustment in certain limited circumstances), which represents a premium to the trading price of HBC’s shares immediately prior to the announcement of the transaction.

There is also a 40-day “go-shop” period under the terms of the agreement, during which time Saks may solicit alternative proposals from third parties. Saks does not anticipate that it will disclose any developments with regard to this process unless and until Saks’ board of directors makes a decision with respect to a potential superior proposal. There can be no assurance that this process will result in a superior proposal. The agreement also includes customary breakup fees payable to HBC in connection with the termination of the agreement in certain circumstances.

BofA Merrill Lynch acted as lead financial advisor to Hudson Bay. RBC Capital Markets acted as an additional financial advisor on the transaction. Stikeman Elliott LLP and Willkie Farr & Gallagher LLP acted as legal counsel to Hudson Bay. Goldman Sachs, Morgan Stanley and Guggenheim Securities acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal counsel to Saks.

Hudson’s Bay Company, founded in 1670, is North America’s longest continually operated company. The company was purchased in 2008 by NRDC Equity Partners’ who had previously purchased Lord & Taylor in 2006. In Canada, HBC operates Hudson’s Bay, Canada’s largest department store with 90 locations, as well as www.thebay.com. HBC also operates Home Outfitters, Canada’s largest home specialty superstore with 69 locations across the country. In the United States, HBC operates Lord & Taylor, a department store with 48 full-line store locations throughout the northeastern United States and in two major cities in the Midwest, and www.lordandtaylor.com. With approximately 29,000 Associates in Canada and the U.S., Hudson’s Bay Company banners provide stylish, quality merchandise at great value, with a dedicated focus on service excellence.

Saks Incorporated currently operates 41 Saks Fifth Avenue stores and 67 Saks Fifth Avenue OFF 5TH stores throughout the United States and its online store, www.saks.com. Saks Fifth Avenue is one of the world’s pre-eminent specialty retailers and is renowned for American and international designer collections and client services.

Saks Fifth Avenue OFF 5TH is a world-class, full-service destination for value-priced clothes and accessories for men, women, children and the home. OFF 5TH stores combine the two great joys of shopping: the delight of finding the very best and the thrill of the deal.

Saks’ stock finished the day at $15.85 down by 0.63%. HBC stock was up 5.82% to $17.45 (CDN) at today’s close. Conversion rate for US dollar to Canadian dollar was $1.03 today.

Hobby Barn, the remote control airplane and helicopter specialists for Tucson, has been in business here since 1970. The business and building at 7025 – 7033 E 21st Street in Tucson, located northwest of 22nd Street and Kolb Road, were recently passed from Bill Hempel, founding father of the business to new owners and family members, David and Corrine Simonaire.

Hobby Barn is a pioneer in the field of remote controlled aircraft and boats, and the home of Quality Line kits producing the Curare, Super Curare, Magic, Arrow and other proven championship models.

The store has just been totally remodeled and restocked, and is now reopened for business after 2-½ months being closed.

Hobby Barn invites the public to visit the newly remodeled facility. Hours of operations are Tuesday – Friday: 10:00 A.M. to 6:00 P.M. and Saturday 8:00 A.M. to 4:00 P.M. and closed Sunday and Monday.

Hobby Barn can be reached for more information at (520) 747-3633 or at https://www.hobbybarn.com/  Now with the store complete the website is next in line and  “under construction”.

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[ismember]On 4/15/2013 the 6,997 SF building was transferred for $360,000 (about $51 PSF) between related parties. Seller was William Hempel of Tucson (father) to DWS Properties Management, LLC of Tucson (children). Manager reported that building had some deferred maintenance, needed a new roof in the remodel. The deal was seller financed with $65,000 down.  [/ismember]

The Westgate Entertainment District in Glendale leased 32,800 sq. ft. to Terminix International Company for up to a 300-employee call center, located near Loop 101 and Glendale Avenue. This will be the company’s fifth call center in the United States and its first in the West for the Memphis-based pest-control company after considering locations in Denver and Salt Lake City, Glendale was selected.

Terminix is a wholly owned subsidiary of ServiceMaster Co. Other brands in the ServiceMaster portfolio include Merry Maids and TruGreen.

According to Jeff Teetsel, development manager at Westgate, “This is the largest office lease in Westgate’s history, and is another indication of our positive momentum. With our direct freeway access and ease and efficiency for employees to walk to lunch, we have a uniquely desirable mixed-use environment for office tenants.” Terminix took an entire floor of office space at Westgate. The company plans to open the service center by October 1.

The Arizona Republic reported that the city of Glendale is fast-tracking permits and other approvals for the new offices and center to open this fall.

The landlord, iStar Financial, Inc (NYSE:SFI) has put in more than $1 million in upgrades to the mixed use center over the past year. Including parking lot improvements, new signage and pedestrian links to the Tanger Outlets mall that opened last year.

Officials were unwilling to disclose details of the lease. Office space at Westgate typically leases for about $20 per square foot, said Tyler Smith, a vice president specializing in office properties at Colliers International. Smith said the West Valley as a whole is well-positioned to fill vacancies. Tenants still have the advantage in the commercial real-estate market, he said, but sellers are gaining ground as vacancies disappear.

Bryan Taute and Brad Anderson of CBRE in Phoenix represented the landlord. Aaron Sommer, Geoffrey Waldrom and Dan Dobric of Newmark Grubb Knight Frank in Phoenix represented Terminix.

Taute and Anderson can be reached at (602) 735-5555. Sommer, Waldrom and Dobric can be contacted at (602) 952-3800.