A consortium of investors led by Searchlight Capital Partners completed the acquisition of the Northwest operations and assets of Frontier Communications for $1.4bn. The new company will operate as Ziply Fiber. The investors included WaveDivision Capital, the Public Sector Pension Investment Board, British Columbia Investment Management and Canada Pension Plan Investment Board.
“We are delighted to partner with Steve, Harold and the Ziply team to build a leading brand and broadband network in the Northwest of the US. Never has the demand for fast, reliable internet been greater than at this moment. We are focused on upgrading the network to predominantly all-fiber, which will enable Ziply to deliver best-in-class symmetrical speeds in its markets," Eric Zinterhofer, Searchlight Founding Partner.
WDC and Searchlight were advised by Bank of America Merrill Lynch, Credit Suisse, Deutsche Bank and Paul, Weiss, Rifkind, Wharton & Garrison. Searchlight Capital was advised by Prosek Partners. PSP Investment was advised by Weil Gotshal and Manges. Frontier Communications was advised by Evercore and Cravath Swaine & Moore.
Ethos Capital's $1.1bn acquisition of the Public Interest Registry, which oversees the .org domain, has been blocked following widespread criticism.
"After thorough due diligence and robust discussion, we concluded that this is the right decision to take. While recognising the disappointment for some, we call upon all involved to find a healthy way forward, with a keen eye to provide the best possible support to the .org community," The Internet Corporation for Assigned Names and Numbers.
A pair of consumer protection groups are urging the US Department of Justice to review Google's proposed $2.1bn acquisition of fitness tech company Fitbit due to competition concerns. The groups also argued that although Google says it does not plan to use data collected by Fitbit for advertising, it could be valuable to others.
Public Knowledge and the Consumer Federation of America said in a letter to US Attorney General William Barr that the proposed merger would be another example of "the big getting bigger," with Google buying out the competition to further increase its foothold in the digital marketplace.
Fitbit is advised by Qatalyst Partners, Fenwick & West, and Sard Verbinnen & Co. Qatalyst Partners is advised by Cooley. Google is advised by Lazard and Cleary Gottlieb Steen & Hamilton.
KPS Capital Partners is set to acquire the Lufkin rod lift solutions unit of Baker Hughes, a General Electric subsidiary company. Financial terms were not disclosed.
Completion of the transaction is expected mid-year 2020 and is subject to customary closing conditions and approvals. Upon close, the transaction will transfer assets of the Lufkin rod lift business to an affiliate of KPS, including brand rights, facilities, intellectual property and personnel. Lufkin's power transmission business will remain part of the Baker Hughes portfolio and is not included in the transaction with KPS.
"We are excited to create an independent Lufkin. KPS will build a successful energy platform on the foundation of Lufkin's legendary brand name, unparalleled reputation for reliability, superior technology and global footprint. Lufkin will benefit from being a debt-free business with access to the very significant financial resources of KPS," Michael Psaros, KPS Co-Founder and Co-Managing Partner.
KPS Capital is advised by Simmons Energy and Paul Weiss Rifkind Wharton & Garrison. Baker Hughes is advised by Citigroup, Tudor Pickering Holt, and King & Spalding.
United Bankshares, a bank holding company, completed a $1.1bn merger with Carolina Financial, the parent company of CresCom Bank. The combined organization is worth c. $25bn.
"The merger brings together two of the best performing banking companies in the country, and uniquely positions our franchise as one of the most valuable regional banking companies in the Southeast and Mid-Atlantic,” Richard M. Adams, United Chairman and Chief Executive Officer.
Carolina Financial was advised by Raymond James and Nelson Mullins Riley & Scarborough. United Bankshares was advised by Sandler O'Neill + Partners and Bowles Rice.
Altaris Capital Partners, an investment firm, completed the acquisition of a drug delivery business of 3M, an American multinational conglomerate, for c. $650m. Following the acquisition, Kindeva Drug Delivery, formerly 3M Drug Delivery Systems, launched as an independent company.
"We are excited to be partnering with 3M and the Kindeva team in this transaction. We believe Kindeva is well-positioned to build on its successful track record as a leading provider of drug delivery technologies," George Aitken-Davies, Altaris Managing Director.
3M was advised by Morgan Stanley, Cleary Gottlieb Steen & Hamilton and Edelman. Altaris Capital Partners was advised by Schiff Hardin.
Boeing's recently aborted $4.2bn agreement to buy the commercial jet-making operations of Brazil's Embraer specifically forbade either party from calling it off because of a pandemic or a global economic recession, Reuters reported.
As the aviation industry grapples with its worst crisis in generations due to the coronavirus pandemic, analysts now say the deal's contract backed Boeing into a corner when financial conditions worsened globally, pushing it to find a different exit route on the deal. Boeing says it backed out because Embraer failed to meet unnamed conditions. Embraer says it did indeed meet all conditions and has taken Boeing to arbitration.
Either way, the contract says Boeing could have waived any unmet conditions on the part of Embraer, but the US planemaker decided not to do so and cancelled the deal instead.
Molina Healthcare, a managed health care services provider, agreed to acquire Magellan Complete Care, the mental health care diagnostics and speciality services unit of Magellan Health, for $820m.
Molina believes that the acquisition of the MCC assets represents a strong strategic fit with its portfolio of core Medicaid, high-acuity, and duals businesses. It also creates new markets for growth opportunities in Medicare and Marketplace in an expanded Medicaid footprint.
"Acquiring MCC expands our geographic footprint in our core businesses of managed Medicaid, dual eligibles, and long-term services and supports. We believe it will allow us to scale our enterprise-wide platforms and benefit from both operating and fixed cost leverage. The acquisition plays to our strengths where our demonstrated operating capabilities put us in a unique position to improve the business's margins," Joe Zubretsky, Molina President and CEO.
Molina Healthcare is advised by Barclays, Latham & Watkins, and Sheppard Mullin Richter & Hampton. Magellan Health is advised by Weil Gotshal and Manges.
Clayton Dubilier & Rice, a private investment firm, agreed to invest $250m into Covetrus, a global provider of animal-health technology and services. The $250m in proceeds from the perpetual convertible preferred equity investment will be used to repay a portion of the company's revolver borrowings, provide additional short-term liquidity, and support general corporate purposes.
"We are pleased to expand our relationship with CD&R as we look to best position our business and fortify our balance sheet during this period of uncertainty. We are confident in our strategic plan and the long-term prospects for the animal-health market and believe this investment will position us to further deliver on our growth initiatives and our commitments to our employees, customers, supplier partners and shareholders," Ben Wolin, Covetrus President and CEO.
Covetrus is advised by Ardea Partners, Goldman Sachs and Kirkland & Ellis. Clayton Dubilier & Rice is advised by Debevoise & Plimpton.
Investment management firms Act III Holdings and T. Rowe Price Associates are set to invest $70m in BJ’s Restaurants, an operator of US-based restaurant chain.
“On behalf of our team members, shareholders, Board of Directors and all BJ’s stakeholders, we are delighted to announce this new investment by Ron Shaich and Act III, and by funds and accounts advised by T. Rowe Price Associates. The capital raise announced today, together with other recent actions we have taken, will enhance BJ’s liquidity and strengthen our ability to welcome back our team members and re-open dine-in service at our restaurants," Greg Trojan, BJ’s Restaurants CEO.
BJ’s Restaurants is advised by Bank of America Merrill Lynch, Elkins Kalt Weintraub Reuben Gartside, and JCIR. Act III Holdings is advised by Sullivan & Cromwell.
Philadelphia Macaroni Company, a producer of dry and frozen pasta, agreed to acquire A. Zerega’s Sons, a manufacturer of dry pasta for the foodservice, industrial ingredient and retail channels. Financial terms were not disclosed.
“Zerega’s wide variety of pasta offerings further enhances Philadelphia Macaroni’s product portfolio and provides an immediate, meaningful presence in the foodservice channel. We believe the combination of these two well-respected pasta companies will provide expanded opportunities for both our customers and employee team members,” Ed Irion, Philadelphia Macaroni CEO.
A. Zerega’s Sons is advised by Houlihan Lokey and Connell Foley. Philadelphia Macaroni is advised by Wells Fargo Securities and Fox Rothschild.
Adicet Bio, a pre-clinical stage biotechnology company, agreed to merge with resTORbio, a clinical-stage biopharmaceutical company developing innovative medicines. Financial terms were not disclosed.
The transaction is expected to close in the second half of 2020, subject to approvals of each company’s stockholders and other customary closing conditions. Upon completion of the merger, the combined company will operate under the name Adicet Bio and is expected to trade on the Nasdaq Global Market under a new ticker symbol to be determined.
“The proposed merger with resTORbio is the right next step in our trajectory, and we expect that it will provide Adicet with the resources to rapidly accelerate the development of its unique product candidates based on this platform and leverage our cGMP manufacturing process to create best-in-class therapies for patients in need,” Anil Singhal, Adicet Bio President and CEO.
resTORbio is advised by JMP Securities, Goodwin Procter, MacDougall, and Stern IR. Adicet Bio is advised by Morrison & Foerster.
Fiduciary Trust, a global wealth manager, completed the acquisition of Pennsylvania Trust, a wealth management firm in the Philadelphia area. Financial terms were not disclosed.
“We have enjoyed working with clients in Philadelphia and the Main Line for a long time, and we are eager to increase our presence and service offering in this thriving region. Pennsylvania Trust is a well-respected provider of wealth management solutions in the Philadelphia area, and the combination of our organizations and teams of experts will boost our collective ability to optimize clients’ overall financial wellbeing,” Lawrence A. Sternkopf, Fiduciary Trust International President and COO.
Pennsylvania Trust was advised by Morgan Lewis & Bockius. Fiduciary Trust was advised by Willkie Farr & Gallagher and J Connelly.
Sabre, a software and technology company, terminated the agreement to acquire Firelogix, a recognized innovator in the travel industry with advanced offer management and NDC order delivery technology, for $360m.
"Sabre and Farelogix have agreed to terminate the parties' merger agreement, which expired at midnight on April 30. We continue to believe that the transaction was not anti-competitive, a result confirmed by the US federal district court's decision in Sabre's favor. Unfortunately, the United Kingdom's Competition and Markets Authority - acting outside the bounds of its jurisdictional authority - has prohibited the transaction. We strongly disagree with the CMA's decision," Sabre.
Cove Hill Partners, a private equity firm, agreed to acquire Kalkomey Enterprises, a provider of recreational safety education online. Financial terms were not disclosed.
“This partnership with Cove Hill will help Kalkomey not only in maintaining its leadership status in safety education and agency management solutions but also in continuing making innovations in the outdoor recreation industry. We look forward to continuing to grow and evolve with Cove Hill,” Jason Alexander, Kalkomey Chief Executive Officer.
Cove Hill Partners is advised by Ropes & Grey. Kalkomey Enterprises is advised by Harris Williams & Co.
Air Canada's $544m acquisition of tour operator Transat is fuelling jitters among some investors who would like to see the deal renegotiated with the aviation industry in turmoil due to Covid-19, Reuters reported.
It is not clear whether Air Canada could walk away from the transaction even if it wanted to, as the deal's material adverse effect clause has exceptions including "natural disasters ... outbreaks of disease," according to the agreement.
Air Canada's chief financial officer, Michael Rousseau, told recent virtual events that AC may be able to invoke the MAE clause if Transat were disproportionately impacted by the coronavirus.
SS&C Technologies, a global provider of software, agreed to acquire Innovest Systems, a provider of technology-driven services, for $120m. The purchase price will consist of $100m in cash and $20m in SS&C stock. The transaction is expected to close in Q2 2020.
"We are excited to join forces with SS&C Technologies to deliver critical tools and support to our customers in these changing times. There is more than 90tn in assets in trusts and demand for reliable accounting solutions in this space has been growing. The combination of our trust accounting platform and SS&C's investment management solutions will provide our clients with an unparalleled competitive offering," Glenn Schmidt, Innovest Systems CEO.
DocuSign, a provider of electronic signature solutions, completed the acquisition of Seal Software, a provider of contract analytics and AI technology, for $188m in cash.
"Seal's technology and value proposition can now be more comprehensively integrated across the DocuSign Agreement Cloud—the company's suite of applications and integrations for automating and connecting the entire agreement process. By adding Seal to our growing portfolio, we are enhancing the agreement process through the use of AI-driven analytics and machine learning technology," Scott Olrich, DocuSign COO.
Singapore’s sovereign fund Temasek Holdings and Breakthrough Energy Ventures, led a $100m Series C funding round in Pivot Bio, a developer of microbial nitrogen tech for boosting crop yields. Other investors in the round included Prelude Ventures, Spruce Capital Partners, Codon Capital, Bunge Ventures, Continental Grain Company, Tekfen Ventures, Pavilion Capital, and individual investors Alan Cohen and Roger Underwood.
“The strong backing by our Series C investors enables Pivot Bio to redefine the future of fertilizer and provide the world’s farmers with a new nitrogen source. Based on remarkable demand, we expect to ramp up from our large current footprint to millions of additional acres in the next growing season,” Karsten Temme, Pivot Bio CEO.
Mill Point Capital, a middle-market private equity firm, completed the acquisition of Knight Enterprises, a provider of critical communications infrastructure services. Financial terms were not disclosed.
“Under the leadership of Jason Welz and his management team, Knight has grown into a true market leader in critical communications infrastructure services. We look forward to partnering with the Company to execute on multiple growth opportunities and other strategic initiatives,” Michael Duran, Mill Point Founder and Managing Partner.
ECM Industries, a global manufacturer and supplier of electrical products, agreed to acquire ILSCO, a North American manufacturer of electrical connectors. Financial terms were not disclosed.
"The acquisition of ILSCO adds an industry-leading brand with best in class power connectors and grounding solutions. But its real value is with its talented and experienced leadership team that has built deep and impactful customer and channel relationships," Mike Masino, ECM Industries CEO.
Berkshire sold stakes in four big airlines at a loss. (FS)
Berkshire CEO Warren Buffett revealed that the firm sold its entire stakes in the four major US airlines at a loss: Delta Air Lines, Southwest Airlines, American Airlines Group, and United Airlines Holdings. Berkshire owned stakes of about 10% in each.
Ericsson seeks bidders for its $2bn divesture of Iconectiv.
Ericsson, a communications equipment supplier, started a sale process for Iconectiv, its US call routing unit. The unit could fetch about $1.5bn to $2bn.
The telecom infrastructure company is working with an adviser on the potential divestment. No final decisions have been made, and Ericsson could decide to keep the unit.
Brooks Brothers seeks a buyer for the company.
Brooks Brothers, a menswear company, is attempting to sell itself, Bloomberg reported. The retailer extended a sale process begun last year. Depending on how many stores a buyer wanted, a transaction could ultimately be part of a bankruptcy filing. The company has about $600m in debt.
“In the ordinary course of business, Brooks Brothers consistently explores various strategic options to position the company for growth and success,” Brooks Brothers representative.
Apollo plans to raise $20bn for loans. (FS)
Apollo Global Management intends to raise funds to capitalize on the demand for loans during the coronavirus pandemic, WSJ reported.
New York-based Apollo expects to raise $20bn over the coming year, emphasizing credit strategies designed to take advantage of economic dislocation from the virus. It is increasing the target size of some funds, accelerating its fundraising plans for others and launching new strategies.
Impossible Foods considers raising capital at a $4bn valuation. (FS)
Bloomberg reported that Impossible Foods, a maker of soy-based burgers, is in talks with investors about raising more funds after receiving excess demand for a $500m funding round in March.
The firm held initial talks with potential investors, including some Chinese funds. The discussions come as a potential meat shortage is bringing attention to substitutes and lifting the shares of rival plant-based protein manufacturer Beyond Meat.
Impossible Foods is considering investment offers because of the uncertain business environment caused by the Covid-19 pandemic.
Procore suspends IPO and raises funds at a valuation of $5bn. (FS)
Procore Technologies, a construction software company that filed in February for a US IPO, delayed those plans and instead completed a private funding round, Bloomberg reported.
It raised more than $150m at a valuation of about $5bn. Procore Technologies’s investors include Iconiq Strategic Partners and Bessemer Venture Partners, as well as new investors like D1 Capital Partners, an investment firm run by Daniel Sundheim. Procore could still go public this year if markets stabilize.
Arctos seeks up to $1.75bn for stakes in sports teams. (FS)
Arctos Sports Partners, a sports-focused private equity firm led by David O'Connor and Ian Charles, is planning to raise between $1.25bn and $1.75bn, and already started making investments. The plan is to invest across the major US leagues and top-level European soccer. Current backers include the Goldman Sachs' Petershill division.
“The Covid-19 pandemic’s impact on the global economy is significant and very acute in the sports and live entertainment ecosystem. Businesses across all sectors need access to capital as they recover from this disruption and we want to be part of the solution and a long-term partner to leagues and franchise owners,” David O'Connor, Arctos Sports Partners Managing Partner.
York Capital closes its third private equity fund at $800m. (FS)
York Capital Management, a global alternative investment firm, closed its third North American middle-market special opportunities private equity fund, with final capital commitments of c. $800m, PE Insights reported.
In line with its predecessor funds, York Special Opportunities Fund III targets control investments in middle-market businesses led by experienced management teams. It seeks to take advantage of unique company situations across cycles and sectors and has a target equity investment size of $35–$200m.
US auto parts maker BorgWarner and its acquisition target Delphi Technologies said they are still working to close their $3.3bn deal, following a breach claim that BorgWarner made against Delphi, Reuters reported. The companies said in separate, but almost matching, statements that they still hope to close the deal in the second half of 2020, but a final deal was not definite.
"We continue to believe in the strategic merits of the transaction and are working with Delphi Technologies towards closing the transaction. There can be no assurance, however, that BorgWarner and Delphi Technologies will reach a mutually acceptable resolution or that the proposed transaction will close. When we have more to say we will let you know," BorgWarner.
Delphi is advised by Goldman Sachs and Kirkland & Ellis. BorgWarner is advised by Bank of America Merrill Lynch, Rockefeller Capital Management, and Simpson Thacher & Bartlett.
I Squared Capital, a global infrastructure investor, completed the acquisition of a 45% stake in Rubis Terminal from The Rubis Group, a Paris-based company specialized in the distribution of petroleum products and bulk liquid storage.
Rubis Terminal, with a portfolio of 13 facilities and a capacity of 3.5m m3 across four countries, is an operator providing critical bulk liquid storage infrastructure to a diversified base of industrial customers including petroleum and chemical products as well as fertilizers and edible oil. The transaction values Rubis Terminal at an enterprise value of $1.1bn.
“I Squared Capital has developed 17 infrastructure platforms in the last few years and will use the same approach of operational optimization, bolt-on acquisitions and select greenfield projects to develop in partnership with Rubis, a leading global storage company. Since we entered into exclusivity in December, the Covid-19 crisis has further demonstrated the critical role storage assets play in the global supply chain. With occupancy levels at nearly 100% following a surge in global demand for storage capacity, this investment further contributes to our strategy of portfolio diversification," Sadek Wahba, I Squared Capital Chairman & Managing Partner.
I Squared Capital was advised by Linklaters. The Rubis Group was advised by Publicis Consultants.
Platinum Fortune, a holding company that invests in video game companies, agreed to acquire Jagex, a video game developer, from Fukong Interactive Entertainment, a developer and operator of online games, for $530m.
"The combined strength of Platinum Fortune and Jagex will both support and enhance our strategic plan to deliver great gaming experiences to our communities of RuneScape players and build on our portfolio with more living games for a global audience," Phil Mansell, Jagex CEO.
Origin Energy, a power and gas retailer, is set to acquire a 20% stake in Octopus Energy, a distributor of electricity and gas, for $327m. Origin Energy agreed to pay $87m on completion and $240m over four financial years ($31m contingent on the delivery of certain milestones). Apart from the 20% stake in Octopus, Origin would get access to a license in Australia to its market-leading customer platform, Kraken.
"We're thrilled to be able to accelerate our global expansion to make the green energy transition cheaper and faster. We've known Origin for a long time, and it has the most forward-thinking management of any market-leading energy company we've met. We're looking forward to working with Origin to use technology to reduce energy costs, increase renewables and improve customer service in the UK, Australia, Germany and now many more countries too," Greg Jackson, Octopus Energy, Founder and CEO.
Siemens Gamesa Renewable Energy, a designer and manufacturer of renewable energy equipment, completed the acquisition of Ria Blades, which operates onshore wind turbine blade production plant of Senvion. Financial terms were not disclosed.
"The acquisition of Senvion's Ria Blades factory was an opportunity we could not afford to miss. It is one of Europe's most competitive plants, a cutting-edge facility that is very complementary to our existing footprint. The new plant will help us to serve different markets with different models, and we will do this meeting the highest standards in quality of manufacturing," Alfonso Faubel, Siemens Gamesa CEO.
Israel’s Delek Group completed a share swap for the sale of a 5% stake in insurer Phoenix Holdings, Reuters reported. Delek informed a contracted bank of the early completion of the sale of 12.5m Phoenix shares and the release to the company of $23m in cash that was pledged to the financial institution to secure the transaction. Delek said it still has two swap transactions, each for 6.25m shares, representing another 5% of Phoenix.
Asterion Industrial Partners, an independent investment management firm, completed the acquisition of telecommunication company Telefonica’s microwave radiolink portfolio in Spain. Financial terms were not disclosed.
The investment is in line with Asterion’s investment strategy focused on strong downside protection through the provision of a long-term contractual agreement with Telefónica, managing the complexity of the carve-out as well as building on the opportunity for ongoing industrial engagement and commercialization of the assets.
Byron owners to launch the sale process of the burger chain. (FS)
The owners of burger restaurant chain Byron will launch an auction next week as the coronavirus pandemic threatens hundreds of thousands of jobs in the casual dining sector, Sky News reported.
Other options would be explored alongside a sale, including a refinancing under the current majority shareholder, Three Hills Capital Partners. Three Hills Capital Partners asked KPMG to sound out potential bidders for Byron next week.
Microsoft is in talks to buy Softomotive. (FS)
Microsoft is in talks to acquire Softomotive, a UK-based startup that makes software robots to automate tasks.
If talks are successful, a deal could be announced as soon as the coming weeks. No final decision has been made, and talks could still fall apart. Softomotive raised $25m in 2018 from London-based investment firm Grafton Capital.
Telefonica and Liberty Global consider combining their UK operations.
Two multinational telecommunications companies, Telefonica and Liberty Global, are weighting a combination of their UK operations.
The companies are discussing a potential deal to bring together O2, a British mobile operator, and Liberty Global’s Virgin Media, a cable network company. If they reach an agreement, a transaction could be announced as soon as next week.
Credem in talks to acquire Cassa di Risparmio di Cento.
Credem, an Italian bank, entered exclusive negotiations to acquire a controlling stake in smaller rival Cassa di Risparmio di Cento.
If successful, the acquisition would strengthen Credem’s market share in its Emilia Romagna home region.
Warburg Pincus, General Atlantic and Ocean Link Partners, three private equity firms, and Jinbo Yao, 58 com Chairman and CEO, offered to acquire all outstanding shares of 58 com, an online classifieds marketplace, for $27.5 in cash per ordinary share, or $55.00 in cash per ADS.
"We believe that our proposal provides an attractive opportunity for the company's shareholders. The proposal represents a premium of approximately 17.8% to the closing price of the company's ADSs on the trading day immediately preceding the original proposal and a premium of 17.1% to the volume-weighted average closing price during the last 15 calendar days preceding the original proposal," consortium.
58 com is advised by Christensen IR.
Mediobanca terminates the acquisition of a minority stake in BFI Finance. (FS)
Gruppo Mediobanca, a provider of commercial banking services, dropped plans to acquire a 19.9% stake in BFI Finance, an Indonesian consumer credit operator, from Trinugraha Consortium, which currently owns 45.7% of the share capital.
"The health emergency linked to Covid-19 has progressively changed the financials of the agreement. In light of these considerations, Gruppo Mediobanca and the Trinugraha Consortium mutually agreed to terminate the agreement signed in August 2018," Mediobanca.
Deutsche Bank names Alexander von zur Mühlen the new Head of APAC. (People)
Deutsche Bank promoted Alexander von zur Mühlen, the Head of Group Strategy, to lead its operations in APAC, Financial News reported.
Alexander von zur Mühlen is set to take over from Werner Steinmüller as chief executive of the Asian business in August.
Newcrest aims to raise $655m to fund gold growth.
Newcrest Mining, a gold mining company, plans to raise $655m in a share issue to fund growth at the Fruta del Norte mine in Ecuador and other projects, increasing its exposure to rising gold prices, DealStreetAsia reported.
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