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AMERICAS
Pope Resources approved its previously announced merger with Rayonier, a timberland real estate investment trust. 99% of votes cast were in favor of the proposal to approve the merger.
Subject to the satisfaction or waiver of all remaining closing conditions, the merger is currently expected to close on or about May 8, 2020.
Pope Resources is advised by Centerview Partners, Davis Wright Tremaine and Munger Tolles & Olson. Rayonier is advised by Credit Suisse and Wachtell Lipton Rosen & Katz.
Pacific Premier Bank received approval for the issuance of shares of its common stock in connection with the fulfilment of the proposed merger with Opus Bank.
"We are pleased to have received the approval of our shareholders in connection with our acquisition of Opus, and the approval by Opus's shareholders. These voting results affirm our belief that the combination of Pacific Premier and Opus will create one of the most attractive commercial banks in the western United States with significant opportunities to enhance the banking experience for the combined institution's clients and drive increased long-term value for our shareholders," Steven R. Gardner, Pacific Premier Chairman, President and Chief Executive Officer.
Opus Bank is advised by Piper Sandler and Sullivan & Cromwell. Pacific Premier is advised by D.A. Davidson & Co and Holland & Knight.
Astra Capital Management, a private equity firm, completed a majority investment into DartPoints, an owner and operator of edge colocation data centers. Financial terms were not disclosed.
"On behalf of the DartPoints team, I am happy to welcome Astra and Scott Willis. Astra's expertise, capital and global network combined with Scott's leadership and vision will fuel our growth and help us meet the increasing need for edge colocation data centers," Hugh Carspecken, DartPoints Founder and Chief Strategy Officer.
DartPoints was advised by iMiller Public Relations. Astra Capital Management was advised by Edelman.
iFoodDecisionSciences, a provider of supply-chain, real-time food safety and quality control software, agreed to acquire the HarvestMark business, a provider of food traceability and quality inspection solutions, from Trimble, a California-based software as a service technology company. Financial terms were not disclosed.
"iFoodDS and HarvestMark have a demonstrated track record of simplifying the burdensome task of collecting and documenting process control data, which is required today in the food industry. Our years of collaborating have taken our work to the next level by providing real-time visibility throughout the supply chain. The decision to acquire HarvestMark is driven by our mission to further enable customers to minimize their supply chain risks and allow them focus on the business of growing and selling food," Diane Wetherington, iFoodDecisionSciences CEO.
Clearview Capital-backed Community Medical Services, a provider of medication-assisted treatment programs for patients suffering from opioid use disorder, completed the acquisition of Restorative Health and Recovery, an office-based opioid treatment provider. Financial terms were not disclosed.
"We are excited about the addition of RHR to the CMS platform. First, it expands our presence in Ohio, a state that has been ravaged by the opioid epidemic. Secondly, it allows us to explore the OBOT model as another solution for patients suffering from OUD. We have the opportunity to expand this model to other markets within our footprint to provide care for individuals we may not otherwise reach with our current system," Nick Stavros, CMS CEO.
Audax-backed Aspen Surgical, a worldwide manufacturer of disposable surgical products, agreed to acquire Precept Medical Products, a manufacturer of medical products. Financial terms were not disclosed.
"The Precept acquisition is a wonderful synergistic fit for Aspen, but it also enhances our portfolio with products that are critical for the health and safety of healthcare professionals. We feel strongly in the quality of Precept's North American-manufactured PPE products, and we look forward to carrying on their mission to help fight preventable infections now at this critical time of pandemic and beyond," Jason Krieser, Aspen CEO.
ProsToYou Tennis, a tennis instructional company, agreed to acquire TopNotch Tennis, a tennis service provider. Financial terms were not disclosed.
"During these unprecedented times, we need to come together as a community and what better way to do this by having the two most prominent tennis service providers join forces together. As we become one tennis family, PTY will be able to access more resources not only on the tennis courts but also offer more qualified coaches across all PTY partnered clubs," Marco Impeduglia, ProsToYou Tennis Founder and Executive Director.
Lord & Taylor to liquidate its stores as soon as they reopen.
Venerable US retailer Lord & Taylor plans to liquidate inventory in its 38 department stores once restrictions to curb the spread of coronavirus are lifted as it braces for a bankruptcy process from which it does not expect to emerge, Reuters reported.
Lord & Taylor’s preparations to liquidate its inventory as soon as its stores reopen offer a window into the grim future of a high-profile retailer - a storied department store chain founded in 1826 and billed as the oldest in the US - that does not expect to survive the pandemic’s economic fallout.
Apollo seeks up to $3bn for its second infrastructure fund. (FS)
Apollo Global Management is seeking as much as $3bn for its second infrastructure fund, Bloomberg reported. The firm has been talking with prospective investors about raising $2bn to $3bn for Apollo Infrastructure Opportunities Fund II. The fundraising target is fluid and may change based on investor demand.
The fund is planning on annual returns of 13% to 16% before fees. It will use Apollo’s structuring expertise to ensure downside protection across all deals.
“We remain in the market for real assets-related strategies such as infrastructure equity and US and Asia real estate, all of which are seeing attractive opportunities emerge in distressed, stressed and capital solutions,” Josh Harris, Apollo co-founder.
Norwegian Cruise Line Holdings to raise $2bn. (FS)
Norwegian Cruise Line Holdings, a passenger cruise ships fleet operator, is set to raise $2bn in order to protect its future following the global coronavirus pandemic. The company launched a series of transactions in order to raise the capital, including a public offering of shares, issuing of bonds and a $400m investment from private equity firm L Catterton.
This will mean that subject to the completion of transactions, the company will have expected to raise approximately $3bn of liquidity, which will strengthen its financial position and mean it can withstand “well over 12 months of voyage suspensions” should it need to.
Oberland Capital raises $1.05bn healthcare royalty fund. (FS)
Oberland Capital Management announced the closing of the Oberland Capital Healthcare Solutions Fund and affiliated funds, with $1.05bn of capital commitments at the fund’s hard cap. The Solutions Fund will provide capital to biopharmaceutical, diagnostic and medical device companies advancing products in late-stage clinical development or under review by regulatory authorities in exchange for royalties on the products once approved and commercialized.
“We are very grateful for the support we received from both existing and new investors for this differentiated strategy. Their confidence in our investment team and approach, including our exclusive focus on products that treat serious diseases, is both humbling and motivating,” Andrew Rubinstein, Oberland Capital Managing Partner.
Metropolitan Parters Group completes Fund VI capital raise. (FS)
Metropolitan Partners Group Management, a direct-lending fund manager that provides senior-secured, short-term capital to small and mid-sized businesses in the US, completed the final closing of its sixth and largest direct lending fund, Metropolitan Partners Fund VI with total fund commitments of $240m.
“The strong interest expressed by investors to participate in Fund VI underscores the available opportunity set we are accessing in the non-sponsored, lower middle market. Borrowers continue to be under-serviced and are looking for a stable capital partner that will help them achieve the next level of their company success. Metropolitan serves as that much needed capital solution for our borrowers, particularly in the challenging market environment in which businesses currently find themselves,” Paul Lisiak, Metropolitan Managing Partner and Chief Investment Officer.
EMEA
Drugmaker AbbVie won US antitrust approval to buy Botox maker Allergan. The Federal Trade Commission voted 3-2 to approve the acquisition after the companies agreed to sell some of Allergan’s assets to Nestle and AstraZeneca.
“Over the course of their nine-month investigation, commission staff explored a wide range of theories of competitive harm, including harm to innovation. They uncovered no evidence of such harms beyond those remedied by the proposed consent,” FTC.
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. Legal advice to the financial advisors is provided by Davis Polk & Wardwell.
BorgWarner approved Delphi’ draw down on a $500m credit line, but had amended the merger terms that reduced Delphi’s equity value by 5%. Delphi’s shareholders will now get 0.4307 shares of BorgWarner common stock for each Delphi share, compared with 0.4534 BorgWarner shares agreed upon earlier. The revised deal values Delphi at about $11.61 per share, or about $1bn, representing a premium of 18.5% to its closing price on Tuesday. Delphi shareholders will own 15% of the combined company after the close of the deal, compared with 16% earlier.
BorgWarner said it was on track to complete the acquisition in the second half of 2020.
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.
The competition watchdog has blocked JD Sports' £90m ($112m) takeover of rival Footasylum, more than a year after the deal was first agreed. The Competition and Markets Authority said the tie-up would "lead to a substantial lessening of competition", adding that consumers would be left with "fewer discounts or receiving lower quality customer service".
JD said it was considering an appeal and that, in the context of the coronavirus-driven pressures on retailers, the decision put at risk the future of Footasylum and its 2.5k employees.
"Our investigation analysed a large body of evidence that shows JD Sports and Footasylum are close competitors. This deal would mean the removal of a direct competitor from the market, leaving customers worse off. Based on the evidence we have seen, blocking the deal is the only way to ensure they are protected. We never take decisions to block mergers lightly, but in this case, the evidence has shown it is necessary for JD Sports to sell Footasylum, so that they can continue to compete against each other as independent businesses," Kip Meek, CMA inquiry group Chairman.
Footasylum is advised by GCA Altium and Powerscourt. JD Sports is advised by Rothschild & Co, Addleshaw Goddard and MHP Communications. Rothschild & Co is advised by Ashurst.
Freshwater Group, an energy sector recruitment business, completed the acquisition of a 20% stake in Daejan Holdings, a real estate holding and service company, through its subsidiary Centremanor at a £1.3bn ($1.7bn) valuation.
The trading of Daejan shares on the London Stock Exchange will be suspended with effect from May 7.
Daejan Holdings was advised by N+1 Singer, Lazard, Powerscourt and Bryan Cave Leighton Paisner. Freshwater Group was advised by Rothschild & Co and Herbert Smith Freehills.
Talanx, a Hanover-based insurance group, is set to co-invest alongside French private equity group Ardian for the $1.3bn acquisition of a 26% stake in EWE, an innovative service provider active in the business areas of energy.
"EWE and its business areas are an extremely good fit for our infrastructure investment activities. This investment offers an excellent starting point for additional joint investments in energy and telecommunications infrastructure," Peter Brodehser, Talanx Head of Infrastructure Investments.
EWE is advised by Rautenberg Moritz, Citigroup and White & Case. Adrian is advised by Bank of America Merrill Lynch, Goerg and Charles Barker.
Poland’s biggest refiner PKN Orlen has offered concessions in a bid to address EU antitrust concerns regarding its planned takeover of smaller rival Lotos, Reuters reported.
The European Union competition enforcer, which did not provide details of the concessions in line with its policy, will now seek feedback from rivals and customers before deciding whether to accept PKN’s offer or demand more. It is scheduled to decide on the deal by June 30.
CVC and Blackstone in talks to invest in Italian football league. (FS)
CVC Capital Partners and Blackstone are in separate talks about investments in Italy’s Serie A football league, which is facing a loss of revenue from the coronavirus pandemic.
CVC Capital Partners considers acquiring a 20% stake in Serie A for €2bn ($2.17bn), valuing the League at €10bn ($10.8bn). The move could give CVC Capital Partners, which has a long history of sports franchise deals including Formula 1, MotoGP and England’s Premiership Rugby, a role in selling broadcasting rights for ten years from 2021. Blackstone is separately considering lending to clubs to help cover their costs during the shutdown of fixtures.
LGT Group to be split into three units in 2021. (FS)
Liechtenstein-based financial group LGT will be split into three separate firms in 2021, all directly held by the Prince of Liechtenstein Foundation.
The group, with $235.90bn in assets under management as of end-2019 and 3.6k employees internationally, will be split into LGT Private Banking, LGT Capital Partners and Lightstone as Chairman Prince Philipp von und zu Liechtenstein retires.
Chief Executive Prince Max von und zu Liechtenstein will become chairman of the three new companies, while Olivier de Perregaux, who has been Chief Financial Officer since 2001, will become CEO of LGT Private Banking.
McLaren Group seeks $374m in new funding. (FS)
McLaren Group, the supercar maker and racing team owner, is seeking about $374m in fresh funding just months after completing a similarly-sized capital raise, Bloomberg reported. The British company is working with an adviser as it examines ways to strengthen its finances.
"Like other businesses, we have been severely affected by the current pandemic. We are in continued dialogue with our banks and investors to help navigate these short-term business interruptions," McLaren Group representative.
Hammerson scraps $500m retail parks deal with Orion. (FS, RE)
British mall operator Hammerson said it had terminated its $497.2m deal to sell seven retail parks to private equity firm Orion, sending its shares down 2.5%.
The company last month served a notice to Orion specifying that it is required to complete the deal by May 6.
APAC
NewEase, a logistics real estate platform and JP Morgan Asset Management agreed to establish a new industrial joint venture for modern logistics facilities investment in China through a special purpose vehicle.
“We’re excited to form this long-term industrial partnership with New Ease, a growing and professional logistics real estate group. The joint venture is well-positioned to capitalize on China’s supply shortage of high quality industrial property given current and future tenant demand levels,” David Chen, JP Morgan Chief Investment Officer.
Cotecna, a global provider of inspection and testing services, agreed to acquire a 51% stake in KaiXin Certification, a certification body in China. Financial terms were not disclosed.
"We are very pleased to extend our footprint in China and in certification. Leveraging our combined strengths, Kaixin Certification will help Cotecna to deliver a greater range of services to our customers, in particular end to end supply chain assurance solutions," Sébastien Dannaud, Cotecna CEO.
RIL in talks to buy Netmeds.
Mukesh Ambani-led Reliance Industries is gearing up to acquire a majority stake in Netmeds, an e-pharmacy firm for around $130-150m which may also include fresh capital infusion which would help Netmeds further expand its operations.
The discussions are presently said to be in an advanced stage and RIL is likely to make the purchase through one of its subsidiaries. If the deal materialises, it would come as a major boost for Netmeds which had been launched in 2015 and has since raised about $100m in three rounds.
NetEase picks banks for Hong Kong second listing. (FS)
NetEase has picked banks for its planned second listing in Hong Kong, joining other Chinese technology companies in tapping the city’s stock market for new funds, Bloomberg reported.
The company is working with advisers including Credit Suisse Group and China International Capital on preparations for the offering and has confidentially filed a listing application with the stock exchange. The share sale could happen as soon as the second half of this year.
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