AMERICAS
EU antitrust enforcers will rule by February 28 whether to approve United Technologies and Raytheon's bid to create a $121bn aerospace and defense giant, Reuters reported.
The EU antitrust watchdog can clear the deal with or without concessions during its preliminary review or open a five-month-long investigation into the deal if it has deep concerns.
Raytheon is advised by Citigroup, RBC Capital Markets, Shearman & Sterling, Cleary Gottlieb Steen & Hamilton and Joele Frank. United Technologies is advised by Evercore, Goldman Sachs, Morgan Stanley, Wachtell Lipton Rosen & Katz, Sullivan & Cromwell and Maitland.
F5 Networks, a transnational company that specializes in application services and application delivery networking, completed the acquisition of Shape Security, a cybersecurity company in Mountain View, California, for $1bn.
“We welcome Shape to the team and look forward to the work we will do together to transform the application security landscape for customers. Shape’s advanced AI and analytics capabilities will help accelerate new ways of securing and enhancing the performance of every application, across any cloud,” François Locoh-Donou, F5 President and CEO.
Shape Security was advised by Qatalyst Partners and Sidley Austin. F5 Networks was advised by Foros, JP Morgan, Skadden Arps Slate Meagher & Flom, Sullivan & Cromwell, and WE Communications.
VICI Properties, an experiential real estate investment trust, completed the acquisition of JACK Cleveland Casino, located in downtown Cleveland, Ohio, and JACK Thistledown Racino, located approximately 10 miles southeast of downtown Cleveland in the city of North Randall, Ohio, from JACK Entertainment for an aggregate purchase price of approximately $843m in cash.
Simultaneous with the closing of the transaction, the company entered into a master triple-net lease agreement with subsidiaries of JACK Entertainment related to the assets. The lease has an initial total annual rent of $66m and an initial term of 15 years with four 5-year tenant renewal options. The tenant’s obligations under the lease will be guaranteed by Rock Ohio Ventures. The company also closed on a $50m loan to a subsidiary of JACK Entertainment, which bears interest at a rate of 9% per annum and is secured by certain real estate assets of Rock Ohio Ventures.
“We are thrilled to close the transaction with JACK Entertainment, adding our fifth tenant to our portfolio and increasing our exposure to the limited license state of Ohio, which continues to be one of the healthiest gaming markets across the country. This acquisition adds two new, high-quality assets to our portfolio and represents our ability to creatively structure transactions that meet the needs of our tenants while creating value for our shareholders,” John Payne, VICI President and COO.
VICI Properties was advised by Goldman Sachs, Kramer Levin Naftalis & Frankel, and ICR. JACK was advised by Credit Suisse, Deutsche Bank, Paul Weiss Rifkind Wharton & Garrison, Calfee Halter & Griswold and Honigman.
Columbia Property Trust, which is engaged in the ownership, development, acquisition, and management of real estate assets consisting primarily of Class A office properties, completed the acquisition of Normandy Real Estate Management, a privately owned real estate investment manager, developer and operator, for $100m. This consideration consisted of $13.5m in cash and approximately $86.5m in convertible preferred units, issued at $26.50 per share.
“This acquisition supports our strategy to drive financial performance for investors by strengthening our capabilities across key markets, while adding a full development arm and expanded pipeline. Our successful leasing and repositioning efforts have produced a well-leased portfolio of exceptional assets in New York, San Francisco, Washington, D.C. and Boston. The addition of this highly capable team’s talent, relationships, and market knowledge will fuel additional opportunities for us to build upon our long-term record of value creation for our shareholders,” Nelson Mills, Columbia CEO.
Columbia was advised by Morgan Stanley, Kelley Drye & Warren, King & Spalding and Rubenstein Associates. Normandy was advised by Moelis & Company, Goodwin Procter and The Plunkett Group.
South State, the largest bank based in South Carolina, agreed to merge with CenterState, a financial holding company with one nationally chartered bank: CenterState Bank, in a $6bn deal. Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, CenterState shareholders will receive 0.3001 shares of South State common stock for each share of CenterState common stock they own. CenterState shareholders will own approximately 53% and South State shareholders will own approximately 47% of the combined company.
"We have known and admired Robert and his team for over a decade, and we believe our two organizations are an outstanding fit. Combining these two high-performing teams will allow us to build an even stronger company together," John C. Corbett, CenterState CEO.
CenterState is advised by Keefe Bruyette & Woods and Davis Polk & Wardwell. South State is advised by Piper Sandler and Wachtell Lipton Rosen & Katz.
Proxy advisory firm Institutional Shareholder Services recommended that Instructure shareholders vote against the company’s planned sale to private equity firm Thoma Bravo, Reuters reported.
“Given legitimate concerns regarding the conduct of the process, a seemingly uncompelling valuation, and a strong standalone case, a vote AGAINST the transaction is warranted under the proposed terms,” ISS.
Instructure is advised by JP Morgan and Cooley. Thoma Bravo is advised by Kirkland & Ellis.
ASGN, a provider of IT and professional services in the technology, digital, creative, engineering, and life sciences fields, completed the acquisition of Blackstone Federal, an engineering, transformation, and creative design agency, from Blackstone Technology Group, a privately-held, global IT services and solutions firm, for $85m.
Blackstone Federal will be immediately integrated into ECS’ enterprise solutions group, which focuses on delivering digital solutions to Federal civilian customers.
"This acquisition fits perfectly with ASGN’s hybrid growth and capital allocation strategy, to scale ECS to over $1bn in revenue through a combination of strong organic growth and complementary acquisitions in strategic technologies, capabilities, customers, and contract areas that together will enable us to even further enhance the solutions we provide to our customers,” Ted Hanson, ASGN’s President and Chief Executive Officer.
ASGN was advised by Sullivan & Cromwell. Blackstone Technology was advised by DC Advisory and DLA Piper.
I Squared-backed American Intermodal Management, a chassis leasing platform that owns and leases marine chassis, agreed to merge with FlexiVan Leasing, which provides chassis leasing services. Financial terms were not disclosed.
"I Squared Capital is expanding its global presence across the transportation and logistics value chain with approximately $2.2bn of equity capital committed across North America, Europe and Asia. We are now a leader in trailer and chassis leasing across Europe, Canada and the US as well as the largest private owner of highways in India. This is our fifth acquisition in the transport and logistics sector in the last six months and a key milestone as we expand our presence in the US market," Adil Rahmathulla, AIM Chairman of the Board and I Squared Capital Managing Partner.
I Squared Capital is advised by Evercore and White & Case. Debt financing is provided by Citigroup and MUFG.
Cooper Tire, an American company that specializes in the design, manufacture, marketing and sales of replacement automobile and truck tires, completed the acquisition of the remaining 42% of Corporacion de Occidente, its tiremaking Mexico-based joint venture with TRADOC. Financial terms were not disclosed.
“Full ownership of COOCSA is an important step in our strategic plan to optimize our global manufacturing footprint with cost-competitive production of quality tires to meet market demand, in this case throughout Latin America, as well as in North America,” Brad Hughes, Cooper President & Chief Executive Officer.
Cooper Tire was advised by Hogan Lovells and Oca Reputacion.
Helen of Troy, a consumer products company, completed the acquisition of Drybar Products, a provider of hair care products and services, for $255m.
"We are delighted to announce that we have entered into an agreement to acquire Drybar Products, which will add a highly-respected and fast-growing brand to our Beauty business, and an 8th Leadership Brand to Helen of Troy's portfolio," Julien Mininberg, Helen of Troy CEO.
Helen of Troy was advised by ICR.
Halma, a safety, health and environmental technology group, agreed to acquire NovaBone Products, a designer and manufacturer of US FDA-approved synthetic bone graft products, for $122m, including a $25m earn-out consideration.
"NovaBone extends our Medical sector's presence in surgical applications, adding a new niche within the orthopedics market, which is growing fast due to the aging population and increasingly sedentary lifestyles causing joint problems. It has strong technology and knowhow within the fast-growing biologics segment, developing biomaterials that harnesses the body's natural healing process to accelerate bone growth," Andrew Williams, Halma Group Chief Executive.
Halma is advised by MHP Communications.
K12, a for-profit education company that sells online schooling and curricula, agreed to acquire Galvanize, a school for entrepreneurs, engineers and data scientists, for $165m.
"I am proud to join K12 in our shared goal to bridge the gap between industry demands and education. Together, we will prepare more learners to thrive in the modern digital economy. The K12 team believes in Galvanize’s mission to teach industry-relevant skills and lifelong learning techniques. I’m looking forward to continuing our work to make people’s lives better and to make education more accessible and more affordable," Harsh Patel, Galvanize Chief Executive Officer.
SoftBank’s Latin America Fund agreed to invest in AlphaCredit, a Latin American-focused FinTech platform that specializes in consumer lending and financial solutions for SMEs, in a $125m deal.
“AlphaCredit provides fast, cheap credit lines to individuals and small companies via a programmed deduction system, which have low default rates thus allowing for low interest rates. Their approach is superior to everyone who belongs to their ecosystems and why we are so excited to back these awesome entrepreneurs who are changing the landscape in Mexico and Colombia,” Paulo Passoni, SoftBank Group International Managing Investment Partner.
DigitalBGA, a direct-to-consumer distributor of life insurance, agreed to acquire FEGLI Exchange Program, a technology-based insurance agency focused on helping federal employees navigate their life insurance options through retirement. Financial terms were not disclosed.
"We are committed to helping government employees save money by exchanging their FEGLI Option B for coverage on the open market. We'll enhance the software to make it even more helpful and start showing federal employees ways to maximize their pension," Nic West, DigitalBGA Managing Partner.
AHEAD announces new, unified corporate brand following the merger with Data Blue and recent acquisitions.
"By combining Data Blue and AHEAD, while adding smaller, yet strategic acquisitions, we've significantly enhanced our relevance and scale to the benefit of clients. As we move forward under one identity, we've collectively decided to adopt AHEAD as our company name. It's a label that embodies our motivation to continuously improve. And just like our clients and partners, we will always be looking, thinking and moving ahead," Daniel Adamany, AHEAD CEO.
WEC Energy Group to acquire an 80% stake in Blooming Grove Wind Farm.
WEC Energy Group, an electricity and natural gas provider, announced that it agreed to acquire an 80% ownership interest in Blooming Grove Wind Farm. The project is being developed in McLean County, Illinois by Invenergy -- a developer and operator of sustainable energy solutions. Commercial operation is expected to begin by the end of 2020. WEC Energy Group's investment will total $345m for the 80% ownership interest.
"This is the latest in a series of investments that fit exceptionally well with our strategy of deploying capital in renewable energy assets that will serve strong, vibrant companies for years to come," Gale Klappa, WEC Energy Group Executive Chairman.
Tiger Global Management raises $3.75bn venture fund. (FS)
Tiger Global Management closed on a $3.75bn private-equity fund, the latest sign of investors’ continued interest in private technology companies despite worries about overheated valuations.
The New York investment firm told its clients about the fund’s status in a letter Friday and said in an earlier communication this week the fund was oversubscribed, with more than $4bn of demand, WSJ reported.
Venezuelan rum maker offers shares in hope of China-style transition.
Rum distiller Ron Santa Teresa launched Venezuela’s first public share offering in 11 years, citing rare optimism that the socialist-ruled nation may see an economic transition similar to China and the Soviet Union.
Santa Teresa, which exports via an alliance with Bermuda-based Bacardi, sold an initial 1m shares on Friday. It was the firm’s first in a series of offers of bolivar-denominated shares hoped to raise the equivalent of a modest $3m this year, Reuters reported.
PPD seeks $9bn in IPO valuation.
Pharmaceutical Product Development, a drug research firm, plans to raise up to $1.6bn in its initial public offering, targeting a valuation of more than $9bn. The company, which provides drug research services to pharmaceutical and biotechnology companies, said it expects to sell 60m shares at a price of between $24 and $27 per share.
Barclays, JP Morgan, Morgan Stanley, Goldman Sachs, and Bank of America Merill Lynch are advising the IPO.
EMEA
EU antitrust regulators will decide by February 27 whether to clear state energy firm Saudi Aramco's $69.1bn acquisition of petrochemicals group Saudi Basic Industries, Reuters reported. Aramco, the world's largest oil producer, announced the deal to buy a 70% stake in SABIC from the Public Investment Fund in March last year. It hopes the move will boost its downstream growth.
The Commission can clear the deal with or without conditions during this preliminary review, or it can open a full-scale investigation of up to five months if it has serious concerns that it could hurt competition. Indian and a number of other countries' competition watchdogs have approved the deal without demanding concessions.
SABIC is advised by Citigroup. Saudi Aramco is advised by JP Morgan, Morgan Stanley, White & Case, Brunswick Group and Kekst CNC. Public Investment Fund is advised by Bank of America Merrill Lynch, Goldman Sachs, M. Klein and Company, AS&H and Clifford Chance.
US drugmaker AbbVie's 63bn tie-up with Allergan is getting help from Nestle and AstraZeneca buying up products the Irish-domiciled company is shedding to placate regulators.
Swiss food group Nestle bulked up its medical nutrition business with Allergan's Zenpep, a product with 2018 sales of $237m which treats people whose pancreases do not provide enough enzymes to digest fats, proteins and sugars. Meanwhile, AstraZeneca is regaining rights to brazikumab, Allergan's experimental drug against Crohn's Disease and ulcerative colitis.
"These definitive agreements represent significant progress toward the completion of our acquisition of Allergan," Richard Gonzalez, AbbVie Chairman and CEO.
Allergan is advised by Evercore, JP Morgan, Arthur Cox, Slaughter & May, Wachtell Lipton Rosen & Katz, Weil Gotshal and Manges, and Sard Verbinnen & Co. AbbVie is advised by Morgan Stanley, PJT Partners, Kirkland & Ellis, Matheson, McCann FitzGerald, and Abernathy MacGregor Group. Morgan Stanley is advised by Davis Polk & Wardwell.
The French financial market authority published the final results of the friendly tender offer of Capgemini for Altran Technologies. Upon settlement and delivery of the tender offer, which will occur on February 4, 2020, Capgemini will hold 53.57% of Altran’s share capital and at least 53.41% of Altran’s voting rights, thereby exceeding the acceptance threshold set at 50.1%.
“We are delighted with the success of the offer and that a majority of Altran shareholders have chosen to tender their shares. This new stage in Altran's history demonstrates our Group’s solid transformation. It also reflects the quality and uniqueness of our expertise and differentiated service models. I would like to express my deepest gratitude to our 50k employees who have contributed to positioning Altran at such a high level of excellence and have remained committed over the past months,” Dominique Cerutti, Altran Chairman and CEO.
Capgemini is advised by EY, Credit Agricole, HSBC, JP Morgan, Lazard, Cleary Gottlieb Steen & Hamilton, Image Sept and Finsbury. Altran is advised by Citigroup, Perella Weinberg Partners, Herbert Smith Freehills, and Brunswick Group. BNP Paribas is providing debt financing and is being advised by Hogan Lovells.
Duff & Phelps, a global advisor company, agreed to acquire Lucid Issuer Services, Lucid Agency and Trustee Services and Fluyd, Europe’s providers of securities solicitation and loan and bond services solutions. Financial terms were not disclosed.
“This transaction further expands Prime Clerk’s securities solicitation global presence, with the addition of Lucid Issuer Services, Europe’s leading restructuring and liability management agency platform. It also enhances our service offerings with Lucid Agency and Trustee Services, Europe’s best in class loan and bond trust and agency solutions for private debt, capital markets, infrastructure finance and restructuring transactions. With Fluyd, we now have a proprietary technology platform for unlisted assets and credit products that is poised to innovate the market with unprecedented access and transparency," Shai Y. Waisman, Duff & Phelps Head of Business Services.
Comcast, a global media and technology company, completed the acquisition of Blueface, a unified communications-as-a-service technology provider to businesses, enterprises and carriers/service providers with a strong commitment to product innovation and development. Financial terms were not disclosed.
“The addition of Blueface’s Unified Communications solution to the Comcast Business portfolio will provide customers access to industry-leading audio and video tools to connect employees across devices and locations. Whether connecting within a company or directly to customers, Blueface technology, powered by Comcast Business, will provide businesses a seamless communications experience," Bill Stemper, Comcast President.
Opera, a web browser provider, completed the acquisition of Pocosys, which provides modern banking technologies to fintech companies. Financial terms were not disclosed.
"We are very excited to join the Opera family. Opera is a leading European consumer technology company, and our solutions will allow Opera to further grow its unique product offering, entering new categories," Oksana Tolmatshova, Pocosys CEO.
Monzo in talks with SoftBank to raise expansion funding. (FS)
Monzo, a British banking start-up, is in early talks with SoftBank as the business seeks $131m in funding for its US expansion proposals.
Monzo CEO Tom Blomfield first met SoftBank investors more than a year ago and also visited the fund’s Mayfair office earlier this month. Discussions between the two parties are at an early stage, Telegraph reported.
Cengiz eyes British Steel bid if Jingye deal fails.
Turkish conglomerate Cengiz Holding is prepared to bid for British Steel if the planned sale of the UK company to Jingye collapses, adding to pressure on the Chinese group to finalize the deal in the coming weeks, FT reported.
The group has been holding talks in recent weeks with officials from the Department for Business, Energy and Industrial Strategy as a back-up plan, should the deal with Jingye fall through.
“We are watching developments closely and are ready to make a bid for the whole of British Steel,” Omer Mafa, Cengiz CEO.
Krupa urges GAM to form panel to attract strategic investors. (FS)
Prague-based Krupa Global Investments, a private investment group, urged GAM Holding to create a shareholder committee that would explore attracting a strategic investor for the embattled Swiss asset manager.
Krupa controls around 3% of GAM via direct stock holdings and derivatives. KGI Chairman Pavol Krupa said GAM's forecast for a small underlying profit before tax in 2019 was unsatisfying and called for management to make an explicit declaration of GAM's future path.
"We bought more shares of GAM recently because we have faith in future (prospects) of this business and its importance, but we are not satisfied with management's silence and communication towards investors," Pavol Krupa KGI Chairman.
ECB regulator paves the way for bank mergers in Europe.
Europe’s chief banking regulator is trying to clear the path for mergers between the continent’s lenders as the belief grows that scale is the key to reviving the struggling sector, FN reported.
The regulator - an arm of the European Central Bank that covers the largest eurozone banks - is making this softer stance toward potential tie-ups known privately, according to bankers, supervisors, and analysts. The ECB showed an openness to work with two Spanish midsize banks, Liberbank and Unicaja Banco, during merger discussions last year.
Rinat Akhmetov bought a $220m villa on the French Riviera from Campari. (RE)
Ukrainian billionaire Rinat Akhmetov bought a $220m villa on the French Riviera from the Campari Group, according to an FT report. Mr. Akhmetov is Ukraine’s wealthiest oligarch, with a portfolio valued by Forbes at $6.7bn after a dramatic rise from his origins as a coalminer’s son in the eastern region of Donetsk.
Through his company, System Capital Management, Rinat Akhmetov owns a stake in the mining and steel firm Metinvest Group along with holdings spanning energy, engineering, finance, retail and real estate, and the football club Shakhtar Donetsk.
APAC
Indian lenders set preliminary terms for firms bidding for DHFL.
Indian lenders set preliminary terms for companies wishing to bid for Dewan Housing Finance, as the nation’s bankruptcy courts attempts to resolve its first shadow bank insolvency.
The assets have been divided into three groups — mortgages, loans to builders of government-assisted housing, and project financing. They have set minimum net worth and asset requirements for the bidders in each category.
The debt resolution process for Dewan Housing is closely watched because it’s likely to create a precedent for other shadow lenders affected by the crisis, which broke out in 2018 with a series of defaults at a primary infrastructure lender.
India seeks bidders for a 100% stake in Air India.
The Indian government agreed to sell its entire stake in Air India, making it more attractive to potential buyers in a bid to raise money to bolster the economy and end its exposure to the money-losing airline.
As a sweetener to encourage a deal, the government lowered the amount of Air India debt that would be passed to the new owner. The deadline or submission of initial expressions of interest is set as March 17, and the bidder must agree to assume INR232.9bn ($3.26bn) in debt and other liabilities of Air India and its associate companies.
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