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AMERICAS
Tesla $2.6bn acquisition of SolarCity in 2016 was “entirely fair” to shareholders, Delaware’s top court ruled, upholding the dismissal of an investor lawsuit and sparing Elon Musk from a potential multibillion-dollar hit.
The Delaware Supreme Court on Tuesday ruled that negotiations over the deal “were conducted at arm’s length, in good faith, with the advice of independent financial and legal advisors, led by an indisputably independent director, and, thus, constituted a fair process that led to a fair price.”
Ryman Hospitality Properties, a lodging and hospitality real estate investment trust, agreed to acquire JW Marriott San Antonio Hill Country Resort & Spa from Blackstone Real Estate Income Trust, a perpetual-life, institutional quality real estate investment platform, for $800m.
"We identified the JW Marriott Hill Country as an ideal acquisition target quite some time ago. Located in an attractive and growing market with no emerging competitive supply, this beautiful resort is a natural complement to our existing Gaylord Hotels portfolio and offers significant opportunities to serve the group and leisure sides of our business. The acquisition price represents a Trailing Twelve Months (through March 31, 2023) Adjusted EBITDAre multiple of approximately 12.6x," Mark Fioravanti, Ryman Hospitality Properties President and CEO.
Ryman Hospitality Properties is advised by Bank of America, Bass Berry & Sims, Greenberg Traurig and Alpha IR (led by Robert Winters). Blackstone is advised by Citigroup, Eastdil Secured, JP Morgan, Santander, Scotiabank, Sumitomo Mitsui Banking Corp, Wells Fargo Securities and Simpson Thacher & Bartlett (led by Danielle Jackson and Gregory Ressa).
Altas Partners, a North American private equity firm, agreed to invest in Mercer Advisors, a total wealth management and financial planning firm. Financial terms were not disclosed.
"We are excited to welcome Altas Partners as a strategic investor. We have had an outstanding partnership with Genstar and Oak Hill for many years and chose Altas as our newest strategic investor because they believe in our mission, purpose, and strategy and are committed to support continued investment in capabilities that will allow us to enhance the way we serve our clients," Dave Welling, Mercer Advisors CEO.
Mercer Advisors is advised by Jamieson, Raymond James, Katzke and Morgenbesser, Paul Weiss Rifkind Wharton & Garrison (led by Brian C. Lavin) and Chris Tofalli Public Relations (led by Chris Tofalli). Atlas is advised by Goldman Sachs, Kirkland & Ellis and FGS Global (led by Julie Rudnick). Oak Hill was advised by Kekst CNC (led by Jeremy Fielding).
Flexport, a freight forward logistics company, completed the acquisition of the logistics assets of Shopify, a Canadian e-commerce platform. Financial terms were not disclosed.
"We can give our merchants great value. Flexport gets tons of new customers to use their incredible product and we can go back to focusing on what we do best," Harley Finkelstein, Shopify President.
Shopify was advised by Morgan Stanley and Skadden Arps Slate Meagher & Flom (led by Christopher Barlow).
MidOcean Partners, a premier New York-based alternative asset manager specializing in middle-market private equity and alternative credit investments, completed the acquisition of QualiTech, a global manufacturer of plant nutrition, animal nutrition and food ingredient products and services. Financial terms were not disclosed.
"Joining forces with MidOcean marks a major milestone for QualiTech as we continue to strategically scale our products and services. The only thing more remarkable than the significant growth and success that QualiTech has experienced over the past several years is the opportunity that lies before us. We are confident that MidOcean's significant industry knowledge in the food value chain, deep operational expertise, and track record of successfully growing food and ingredients businesses will help QualiTech accelerate our growth and build on the strong foundation we have established over the last 57 years," Mike Hodgens, QualiTech CEO.
MidOcean Partners was advied by Gasthalter & Co (led by Amanda Shpiner).
Insight Partners, a global software investor, completed the investment in Bestpass, a comprehensive back-office automation software and toll management provider for commercial fleets. Financial terms were not disclosed.
"We couldn't be more excited to have Insight Partners, a premier software growth investor, join us as we continue to grow and expand our service offerings. Our mission is to provide solutions for our customers that simplify back-office management, saving time and money and enabling fleets and drivers to focus on their core business. This investment is an endorsement of the Bestpass vision and allows us to continue to innovate, expand our reach, and delight our customers," Tom Fogarty, Bestpass CEO.
Bestpass was advised by Raymond James (led by Jon Steele).
Angeles-backed Data Clean, a critical environment cleaning and remediation company, agreed to acquire SML, a critical environment cleaning business serving data centers. Financial terms were not disclosed.
“SML is a great fit for us, given the strong alignment of their culture of excellence with Data Clean’s prioritization of its people and clients. We believe the combination of our decades of collective experience with the latest technological innovations will provide our customers with the peace of mind that comes from best-in-class solutions. The acquisition highlights our commitment to being recognized as the market leader in contamination control services for critical environments,” Richard Hill, Data Clean President.
TreeHouse Foods, a multinational food processing company, agreed to acquire the Northlake, Texas, coffee facility of Farmer Brothers, an American coffee foodservice company based in Northlake, Texas, for $100m.
"The state-of-the-art Northlake facility strengthens TreeHouse Foods' category depth in coffee as a focused, private label leader and is consistent with our strategy to pursue opportunities that drive category growth and deliver attractive financial returns. As we continue to execute our long-term growth initiatives, we're pleased to add new capabilities, particularly in roasting and grinding, which make us a more vertically integrated coffee manufacturer able to further penetrate this high growth, high margin category," Steve Oakland, TreeHouse Foods CEO and President.
Yardi, a software corporation, completed the acquisition of CloudVO, the San Francisco-based online reseller of virtual offices, meeting rooms, and other workplace services. Financial terms were not disclosed.
"We are thrilled that CloudVO is now part of Yardi. Our partners will benefit from the Yardi listing service with infinitely more reach and strength than CloudVO could provide on its own, with seven online listing sites that combine over 3m visitors monthly. Our customers will be exposed to a larger inventory and better choices for their online bookings and purchases of workplace services, including meeting rooms, private offices and virtual offices," Laurent Dhollande, CloudVO CEO.
Bluewave Technology, a technology advisory firm, completed the acquisition of Total Telecom Solutions, a technology and telecom advisory company. Financial terms were not disclosed.
"We are more robust together. Working closely with Steve, we realized that Total Telecom would greatly contribute to Bluewave's goal of expanding our presence in the Northeast and serving our clients with a high-touch approach. Additionally, this acquisition brings us a significant client base, further solidifying our commitment to the region. We look forward to working with our expanded client base and wrapping them with Bluewave resources to ensure they consistently make technology decisions with profound business impact," Seth Penland, Bluewave Founder and CEO.
Hiphen, a company that is involved in plant phenotyping, agreed to acquire SlantRange, a provider of precision agriculture technology. Financial terms were not disclosed.
"We are excited about the synergy created by SlantRange's extensive patent portfolio and growing US customer base, which perfectly complements Hiphen's analytics capability and strong European presence. This merger will provide us with a broader capability to make impactful analytical tools accessible to the global agriculture market," Alexis Comar, Hiphen CEO.
AES acquires large solar plant development in California.
AES, an electric utility that's been phasing out of coal and expanding in renewables, is acquiring a major solar plant under construction in California, Bloomberg reported .
AES has acquired the Bellefield solar plant and storage project in Kern County from solar-power developer Avantus. The 2-gigawatt project, which would provide enough electricity to power 1.5m California homes, will start supplying the grid in 2025.
PDVSA bondholders dismiss claims that Citgo-backed notes are invalid.
Holders of bonds issued by Venezuelan state-owned oil company Petroleos de Venezuela that are backed by a majority stake in refiner Citgo Petroleum urged New York state's highest court to reject claims that the bonds are invalid, Reuters reported.
The bondholders' trustee MUFG Union Bank and GLAS Americas, their collateral agent, countered that the contention that the bonds were illegal under Venezuelan law has no bearing in New York where they were issued.
Cathie Wood boosts Coinbase stake as SEC crypto crackdown widens. (FS)
Cathie Wood's funds boosted their holdings of Coinbase Global as shares slumped after the US Securities and Exchange Commission accused the company of operating an unlawful exchange, Financial Review reported.
The SEC alleged that Coinbase evaded the regulator's rules for years by letting users trade numerous crypto tokens that were actually unregistered securities. The exchange operator responded by saying it was willing to take the legal fight all the way to the Supreme Court.
Nexa Equity closes inaugural $180m private equity fund. (FS)
Nexa Equity, a San Francisco-based private equity firm focused on investing in lower-middle market application software and fintech businesses, announced the successful closing of its inaugural fund, Nexa Equity Fund I, with more than $180m in capital commitments.
The fund received substantial support from leading university endowments, foundations, investment advisers, fund-of-funds, family offices, entrepreneurs, private equity leaders and other financial institutions. Nexa Equity has raised an additional $150m through deal-specific co-investment vehicles, bringing the firm's total private equity capital under management to over $330m.
Morgan Stanley Global M&A Head Kindler joins Paul Weiss. (People)
Morgan Stanley rainmaker Rob Kindler is leaving to join law firm Paul, Weiss, Rifkind, Wharton & Garrison after 17 years with the Wall Street investment bank where he advised on some of the largest-ever corporate takeovers, FT reported. Kindler was joining as a partner and would chair its mergers and acquisitions practice.
"Rob is widely recognised as one of the most influential and respected M&A practitioners in the world," Brad Karp, Paul Weiss Chairperson.
EMEA
Muehlhan Wind Service, a turbine installation and maintenance solutions firm, completed the investment in 3WIS, a Danish company providing expert solutions in welding and NDT services within the wind industry. Financial terms were not disclosed.
With this strategic move, MWS says it will take one further step towards being a one-stop service provider to the wind industry.
3WIS was advised by ATRIUM Partners (led by Peter Mahrt).
Outpost24, a cybersecurity risk management company, agreed to acquire Sweepatic, an external attack surface management company, from eCapital, TIIN and PMV. Financial terms were not disclosed.
“We built Sweepatic to deliver proactive security that helps organizations simplify their complex attack surfaces and we have found strong market traction. This acquisition will allow us to accelerate our vision and complement Outpost24’s established offering on a global scale as we continue to make a difference by providing organizations with the necessary insight to meet their risk management and compliance needs,” Stijn Vande Casteele, Sweepatic Founder.
Outpost24 is advised by Eskenzi PR (led by Paula Brici).
Investec, an Anglo-South African international banking and wealth management group, agreed to acquire a majority stake in Capitalmind, a global corporate finance advisory firm. Financial terms were not disclosed.
"This acquisition is consistent with our European growth strategy, and in particular our commitment to growing our capital-light revenue base. In a single transaction, it provides us with a footprint across the major economies of Western Europe, significantly enhancing our ability to bring international solutions to our clients," Ruth Leas, Investec Bank CEO.
Investec is advised by Lansons.
Vodafone, Hutchison to announce UK merger as soon as Friday.
Vodafone and Hutchison are in the final stage of agreeing to merge their British operations, with an announcement expected as soon as Friday or early next week.
Vodafone will own 51% and Hutchison 49% of the combined group, which could be worth around £15bn ($18.6bn) including debt, in line with an announcement made by Vodafone in October.
The tie-up will create Britain's biggest mobile operator with about 27m customers, overtaking BT's EE and VM O2, owned by Telefonica and Liberty Global. The deal will face intense scrutiny from regulators who have previously opposed deals that reduce the number of networks in major markets from four to three.
ProductLife hopes to merge with Pharma D&S.
ProductLife Group, the global and specialized provider of regulatory, vigilance and quality management services for the pharmaceutical, biotech and medtech industries, announces its intention to merge with Pharma D&S Group, an Italian player in the industry.
"Twenty years after launching Pharma D&S Group, I am convinced that joining PLG is the future of our organization. The merger with PLG provides our clients and the life sciences industry with access to a global footprint and a more robust combined set of capabilities across all of our key value areas", Riccardo Ballerini, Pharma D&S Founder and Chairman.
Lloyds to launch £600m Telegraph auction after seizing control.
Britain's high street lender Lloyds is lining up bankers to launch a £600m ($745m) auction of the Telegraph newspapers and The Spectator magazine within days amid a bitter row with the titles' long-standing owners, SkyNews reported.
Lloyds Banking Group is being advised by Lazard on its options for some of Britain's best-known media assets.
Barclays reviews options for the payments business.
Barclays is studying options for its global payments activities as a part of broader review into how it allocates resources, Reuters reported.
Britain's third-biggest bank has in recent weeks been sounding out consultants to analyze whether some of the payments businesses should be expanded or combined with other providers through a merger or joint venture. Barclays has already engaged at least one major consultancy firm and may hire others to split assignments.
Goldman weighs sale of Ireland's largest shopping mall at a loss. (FS, RE)
Goldman Sachs is weighing a sale of Ireland's largest shopping mall for less than the value they acquired it for just over two years ago, Bloomberg reported.
The US investment bank is seeking about €650m ($695m) for the Blanchardstown Shopping Centre in west Dublin. Goldman acquired the asset from Blackstone Group when it was valued at about €750m ($802m) in late 2020.
Hamilton mulls potential IPO, sale.
Hamilton Insurance Group is considering strategic options amid growing momentum for deals involving insurance and reinsurance companies, Reuters reported.
The Bermuda-based group has been discussing options with potential advisers, including an initial public offering and a private sale. A transaction could value Hamilton at more than $2bn.
BNP Paribas' head of prime brokerage sales in EMEA leaving. (People)
Oliver Jacomb, head of prime brokerage sales for Europe, Middle East and Africa at BNP Paribas, is leaving the bank, Reuters reported.
Jacomb is the latest former Deutsche Bank executive to leave BNP after the French lender took over its rival's prime finance business in a deal first announced in 2019.
APAC
Private equity firm Hillhouse Capital Group has offered to make concessions in its purchase of Australian medical researcher George Clinical to gain regulatory approval after an unusually long review, Reuters reported.
Hillhouse will retain Australian directors and keep data onshore to win over the Foreign Investment Review Board which is focusing on its Chinese links among other issues. Hillhouse has argued it is a global fund.
George Clinical is advised by Bank of America, Lazard and Herbert Smith Freehills (led by Raji Azzam). Hillhouse is advised by Morgan Stanley and Linklaters.
Bain Capital, a private investment firm, offered to acquire Estia Health, an aged-care provider, for $552m.
"Following careful consideration, the board has determined that it is in the interests of shareholders to progress with the revised proposal and allow Bain Capital to undertake further due diligence to enable it to provide a binding proposal," Estia Health.
Estia Health is advised by John Connolly & Partners (led by Julie Connolly).
Digital Mobile Venture, an investment fund, led a $100m Series D round in Acepodia, a clinical-stage biotechnology company.
"This financing illustrates the confidence of Acepodia's current investors in our team, our mission, and our differentiated platform, and we are extremely grateful for their support. These funds will directly promote the progression of our clinical and pre-clinical candidates and also continue the validation of our ACC and allogeneic gamma delta 2 T-cell platforms to advance the development of innovative, effective, and importantly affordable off-the-shelf allogeneic cell therapies," Sonny Hsiao, Acepodia CEO.
Acepodia was advised by Ten Bridge Communications.
Bain Capital, a private investment firm, offered to acquire the remaining 57.8% stake in Chindata, a carrier-neutral hyperscale data center solution provider, for $1.7bn.
Chindata's shares, which have lost more than a fifth of their value this year, rose about 16% to $7.29 in trading before the bell.
Bain Capital is advised by Kirkland & Ellis.
Morrison-backed Infratil, an infrastructure investment company, agreed to acquire 49% stake in One New Zealand, a telecommunications company, from Brookfield Asset Management, an investment management company, for $1.1bn.
“Since acquiring One New Zealand with Brookfield in 2019, we have invested meaningful capital to support network expansion, including the roll-out of 5G, and are pleased to now assume full ownership of the business,” William Smales, Morrison CIO.
Adani slows down on dealmaking to focus on existing projects.
India's ports-to-power giant Adani Group will go slower on acquisitions this year as cost of capital has risen globally, signaling reduced dealmaking at the conglomerate which has rapidly grown by acquiring assets, Reuters reported.
Adani's listed shares in India have clawed back some $50bn in its market capital after a rout triggered by US short-seller Hindenburg's report alleging improper use of tax havens and flagging concerns over its debt levels. Adani called the report baseless, and has since garnered investor support and repaid debt.
HK insurer AlA commits $200m to Temasek-backed impact fund manager LeapFrog. (FS)
Hong Kong-based insurer AlA Group has committed $200m to
impact funds managed by Temasek-backed LeapFrog Investments, its first such allocation, amid rising awareness about ESG investments in Asia.
The development comes after DealStreetAsia reported in May that the
London-based specialist impact fund manager is raising $600-700m for its new fund focusing on climate companies.
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