AMERICAS
Surface Transportation Board, a federal, bipartisan, independent adjudicatory board, rejected the voting trust structure that would have allowed Canadian National Railway, a Canadian Class I freight railway, to acquire Kansas City Southern, a Delaware-registered pure transportation holding company, for $33.6bn. The door remains open for the companies to seek full review of their proposed merger.
"The Board finds that applicants have not demonstrated that their use of a voting trust would be consistent with the public interest," STB.
Kansas City Southern is advised by Bank of America, Morgan Stanley, Baker & Miller, Davies Ward Phillips & Vineberg, Wachtell Lipton Rosen & Katz, White & Case, WilmerHale, MacKenzie Partners and Joele Frank. Canadian National Railway is advised by Centerview Partners, JP Morgan, RBC Capital Markets, Cravath Swaine & Moore, Agon Partners, Norton Rose Fulbright, Sidley Austin, Stikeman Elliott, Torys, Brunswick Group and Longview Communications. Canadian Pacific is advised by BMO Capital Markets, Evercore, Goldman Sachs, Bennett Jones, Blake Cassels & Graydon, Creel Garcia-Cuellar Aiza y Enriquez, Sullivan & Cromwell and Edelman. Financial Advisors are advised by Fried Frank Harris Shriver & Jacobson, Freshfields Bruckhaus Deringer and Willkie Farr & Gallagher.
The Blackstone Group completed the acquisition of QTS Realty Trust, a provider of data center solutions across a diverse footprint, for $10bn.
"We are focused on investing in assets that are benefitting from strong, secular tailwinds, such as the rapid digitalization of data. QTS is a leading provider of data center solutions with a portfolio of high-quality assets in desirable markets, positioning it well to capitalize on these powerful trends in the data center space. We believe the vast expertise across our business will enable the QTS platform to succeed over the long-term," Tyler Henritze, Blackstone Real Estate Head of Acquisitions Americas.
QTS Realty Trust was advised by Jefferies & Company, Morgan Stanley, Hogan Lovells, Paul Weiss Rifkind Wharton & Garrison and Joele Frank. Blackstone was advised by Barclays, Citigroup, Deutsche Bank, Goldman Sachs, JP Morgan and Simpson Thacher & Bartlett.
Investors in Ken Moelis’s Atlas Crest, a special acquisition company, were urged by Institutional Shareholder Services to vote against the merger with a Archer Aviation, an aerospace company building an all-electric vertical takeoff and landing aircraft, and instead redeem their holdings in the blank-check company for cash.
The proposed merger with Archer poses a risk without the prospect of material gains for Atlas investors, ISS said. The combined company will be valued at about $1.7bn, a reduction of $1bn from its enterprise value when the deal was announced in February.
Archer is advised by Barclays, Moelis & Co, Cooley, ICR and LaunchSquad. Atlas Crest Investment is advised by Cantor Fitzgerald, Duff & Phelps, Moelis & Co and Kirkland & Ellis. Stellantis is advised by Sullivan & Cromwell.
TerrAscend, a North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, and California, licensed cultivation and processing operations in Maryland and licensed production in Canada, agreed to acquire Gage Cannabis, high-quality craft cannabis brand and operator in Michigan for $545m.
"The acquisition of Gage expands our footprint to the third largest cannabis market in the US. Combining our market-leading share in our existing states with Gage's proven cultivation, retail, and marketing capabilities, creates one of the largest and most dynamic companies in the industry. We look forward to leveraging Gage's profound connection with Michigan's consumers, in addition to its established partnerships with award-winning brands like COOKIES, to provide our patients and customers with best-in-class product offerings and retail experiences," Jason Wild, TerrAscend Executive Chairman.
TerrAscend is advised by ATB Capital, Haywood Securities, Norton Rose Fulbright, Stikeman Elliott and Mattio Communications. Gage is advised by Eight Capital, Dentons, Dickinson Wright and Clarus Securities.
Sam Zell's offer to buy Monmouth Real Estate, a real estate investment trust company, for $2.8bn, including debt, was rejected at a special meeting of shareholders Tuesday. Equity Commonwealth decided to terminate its offer as a result.
Monmouth said in a statement that the preliminary figures show Zell's Equity Commonwealth fell short of the necessary support to proceed with the transaction, Bloomberg reported. Zell's firm had been competing in a months-long battle to acquire the industrial real estate company with Starwood Capital Group.
Monmouth is advised by CS Capital Advisors, JP Morgan, Stroock & Stroock & Lavan and Joele Frank. Starwood is advised by Innisfree M&A and Sard Verbinnen & Co.
Genstar Capital, a private equity firm focused on investments in targeted segments of the industrials, financial services, healthcare, and software industries, agreed to acquire Arrowhead Engineered Products, a global provider of non-discretionary, proprietary branded, aftermarket replacement parts for a wide variety of motorized vehicles and equipment, from The Riverside Company, a private equity firm, and Investcorp, a global provider and manager of alternative investment products. Financial terms were not disclosed.
"We look forward to working with our new partners at Genstar. They have significant experience creating growth with companies like Arrowhead. There is tremendous runway for us to continue expanding our quality aftermarket product offering. Listening to our customers is key for the rapid development and commercialization of new products that help advance our brand and relationships across existing and new markets," John Mosunic, Arrowhead CEO.
Genstar Capital is advised by Weil Gotshal and Manges and Chris Tofalli Public Relations. Arrowhead Engineered Products is advised by Alvarez & Marsal, Jefferies & Company, Robert W Baird and Jones Day.
GHO Capital, the European specialist investor in global healthcare, agreed to invest in ClearView Healthcare Partners, a life sciences strategic consultancy. Financial terms were not disclosed.
"We are delighted to have the opportunity to partner with the ClearView team. Operating within a highly fragmented market, ClearView is a best-in-class consultancy within the life sciences space. We believe GHO, with its strong sector expertise, is uniquely positioned to build on ClearView's strong track record and reputation. We look forward to supporting the business in driving international expansion and building out its domain expertise to deliver strategically critical insights to its Biopharma customer base," GHO Capital.
ClearView Healthcare Partners is advised by Clearsight Advisors, Houlihan Lokey, RSM International, Foley & Lardner and Winston & Strawn. GHO is advised by Hays Companies, Marwood, Bridgehouse Advisors, Deloitte, Ropes & Gray and Instinctif Partners.
FAT Brands, a global franchising company, agreed to acquire Twin Peaks, a chain of sports lodges known for scratch-made food and signature 29° draft beers, from Garnett Station Partners, an investment firm, for $300m.
"Twin Peaks is a noteworthy addition for FAT Brands. Following the recent acquisitions of Johnny Rockets and Global Franchise Group, this acquisition comes at a time when we're seeking to expand our market segments into sports and polished casual dining," Andy Wiederhorn, FAT Brands CEO.
FAT Brands is advised by ICR, JConnelly and Greenberg Traurig. Garnett Station Partners is advised by Duff & Phelps and Kirkland & Ellis.
Crestview Partners, a New York-based private equity firm, completed a $200m investment in JMP Solutions, a Canadian-based automation systems integrator.
"This investment builds on Crestview's experience and success investing in industrial technology businesses to create global leaders. We systematically look for niche markets where we can increase the scope of products and services offered and the geographic reach of the businesses to create global solutions providers in markets that lack them. In spite of its size, importance and growth, the automation industry remains highly fragmented and ripe for the development of another global technology leader. We are excited to partner with the team at JMP to help accelerate the company's global growth and position the business for long-term success," Alex Rose, Crestview Co-President and Partner.
JMP Solutions was advised by MNP and Miller Thomson. Crestview was advised by Gibson Dunn & Crutcher, Stikeman Elliott and Kekst CNC.
Pine Island Capital Partners, Bain Capital and Compass Partners-backed Precinmac, a diversified manufacturer of high-precision machined components and assemblies in the aerospace and defense, semiconductor, medical, and general industrials sectors, completed the acquisition of Major Tool and Machine, which specializes in serving the aerospace and defense, power generation, energy, semiconductor, and oil and gas markets. Financial terms were not disclosed.
"We are excited to expand our capabilities by adding a best-in-class large format business which expertly serves the needs of the market. This acquisition is another step in the advancement of our multi-faceted strategy to expand our business through acquisitions in all sectors of the industry base. Major Tool and Machine is a full complement to our existing portfolio," Eric Wisnefsky, Precinmac CEO.
Major Tool and Machine was advised by Katz Sapper & Miller and Ice Miller. Precinmac was advised by Alantra and Willkie Farr & Gallagher.
Essity, a global hygiene and health company, completed the acquisition of an additional 45.8% stake in Productos Familia, a provider of care, hygiene and cleaning solutions, for $1.5bn.
"Familia is an innovative and consumer centric company. Our strong relationship dates back more than 30 years. With this acquisition we are building a stronger platform in Latin America to increase growth, profitability and efficiency as well as accelerating the digital transformation," Magnus Groth, Essity President and CEO.
Productos Familia was advised by Credit Suisse. Essity was advised by JP Morgan and Cuatrecasas Goncalves Pereira.
Converge Technology Solutions, a software-enabled IT and cloud solutions provider, completed the acquisition of Vicom Infinity, an IBM mainframe solutions provider, and Infinity Systems Software, a supplier of software and services for IBM platforms. Financial terms were not disclosed.
"The addition of Vicom Infinity and Infinity Systems Software to Coverage's family of companies will round out Converge's IBM solution stack and make Converge one of the most powerful IBM business partners in North America," Tom Amodio, Vicom Infinity and Infinity Systems Software President.
Vicom Infinity and Infinity Systems Software were advised by Martinwolf.
Veson Nautical, a provider of commercial maritime software, agreed to acquire Oceanbolt, a dynamic data solutions product for bulk commodity trade flow analysis and marine shipping intelligence. Financial terms were not disclosed.
"The industry expertise, marketing insight, and technical capability that the Oceanbolt team has delivered to the industry is truly remarkable. We are thrilled to welcome Oceanbolt to the Veson family. Our two organizations are deeply aligned in our mission to empower the maritime shipping and commodity trading communities to make the best possible decisions with the greatest possible agility," John Veson, Veson Nautical CEO.
Veson Nautical was advised by Maitland.
ByteDance, a Chinese multinational internet technology company, agreed to acquire VRPico Interactive, one of the worlds largest makers of VR headsets, for $775m.
"Pico's comprehensive suite of software and hardware technologies, as well as the talent and deep expertise of the team, will support both our entry to the VR space and long-term investment in this emerging field," ByteDance.
Durable Capital Partners, an investment advisor firm, led a $250m Series E funding round in Checkr, a platform that provides advanced background check technology. Additional investors included Fidelity Management & Research, Franklin Templeton, BOND Capital, Khosla Ventures, Institutional Venture Partners, T. Rowe Price, Coatue Management, Accel Partners and Y Combinator.
"As the workforce becomes more flexible, people's expectations are changing about where and how they work. We are seeing a growing need for innovative technology to support a new way of identifying, onboarding, engaging, and even delivering pay and benefits to workers. We plan to use the new funding to realize our vision to become the new infrastructure for the future of work and continue our mission to build a fairer future," Daniel Yanisse, Checkr CEO.
Intuit in talks to buy Mailchimp for over $10bn
Intuit, the developer of TurboTax and QuickBooks software, is in talks to buy email marketing company Mailchimp for more than $10bn, Reuters reported. No final decision has been made and discussions could fall through. If talks are successful, it would be the largest deal to date for Intuit.
The Mountain View, California-based company delivered a 41% surge in its fourth-quarter revenue compared with a year-ago period.
Jana Partners pushes Vonage to sell or break up. (FS)
Activist investor Jana Partners called on Vonage Holdings to hire advisers to explore strategic alternatives, including a possible sale of all or parts of the telecommunications services company, Bloomberg reported. Vonage rose as much as 11% on the news.
The New York-based hedge fund, which owns about 4% of Vonage, has discussed its views with the company and fellow shareholders after a previous review of the company’s consumer business failed to result in a sale.
Vikram Pandit-advised SPAC to plan $200m IPO.
Former Citigroup CEO Vikram Pandit is the latest financier to attach his name to a blank-check firm. Pandit, who led the US lender from 2007 through 2012, has joined SPAC Compass Digital Acquisition as a senior adviser, Bloomberg reported.
The vehicle is seeking to raise $200m, and will focus on striking a deal with a company that operates in artificial intelligence, analytics, cloud enablement, cybersecurity, blockchain, health-care transformation and software-as-a-service, among other sectors. Terms aren’t finalized and could still change.
Robinhood says SEC reviewing share sale filing.
Robinhood Markets, an online brokerage, said the US Securities and Exchange Commission was reviewing a filing of share sale by a group of its shareholders, Reuters reported.
Shares of the newly public company had taken a hit in early August after it said early investors may sell nearly 98m shares, noting that the company will not receive any of the proceeds.
Robinhood submitted an amended resale filing on Wednesday, adding that no sales can be made off the filing until the SEC staff completes their review and declares it effective.
Footwear startup Allbirds touts ESG focus as it files for IPO. (FS)
Franklin Templeton-backed Allbirds filed for a US IPO, as the wool footwear maker looks to cash in on the growing global demand and investor interest for sustainable products.
In the filing, Allbirds said it hopes to help pioneer a framework to conduct the first-ever "sustainable public equity offering," a process the retailer set up with an advisory group that shows it meets environmental, social and governance criteria.
Samsara confidentially files for IPO. (FS)
Andreessen Horowitz-backed Samsara, which develops hardware-software platforms, confidentially submitted plans to regulators for a US initial public offering.
The company's plans for a public listing comes at a time when US IPO markets have hit an oversupply issue here after witnessing record levels of activity, Reuters reported. Companies have been pushing back their IPOs while others, such as advertising tech company Teads, shelved here their listing plans altogether.
Clearlake Capital targets $10bn for seventh flagship fund. (FS)
Clearlake Capital, an investment firm focused on private equity and special situation transactions, returned to the market pitching what would be its largest flagship fund to date, little more than a year after wrapping up the fund's predecessor, WSJ reported.
The firm is targeting $10bn for Clearlake Capital Partners VII. If Clearlake reaches its target, the new vehicle would be nearly 43% larger than Clearlake Capital Partners VI which wrapped up with more than $7bn last year.
MiddleGround Capital raises over $1bn for its second fund. (FS)
MiddleGround Capital, a Kentucky-based, middle-market private equity firm that makes control investments in B2B industrial and specialty distribution companies, held final closes on its flagship fund MiddleGround Partners II and a specialty vehicle focused on automotive investments, Mobility Opportunity Fund.
"When we formed MiddleGround, we had a vision of building a firm for the long term. We are pleased that our approach continues to have broad support from our Fund I investors and has resonated with select new LPs. The last twelve months have been extremely challenging and we have seen so many changes in the market. It is hard to believe that in less than three years we have grown our team to over forty-five professionals, completed ten transactions and grown our AUM to over $1.9bn. Accomplishing all of this in the midst of a pandemic is a real testament to our team and the management teams at our portfolio companies," John Stewart, MiddleGround Founding Partner.
EMEA
The Competition and Markets Authority, Britain's competition regulator, cleared National Grid's proposed acquisition of the United Kingdom's largest electricity distribution business on Wednesday without referring the $11bn deal to a lengthy investigation, Reuters reported. The deal does not merit a so-called Phase 2 investigation, the CMA said, despite initial concerns the merger would result in National Grid and WPD ceasing to be distinct.
"The strategic transactions we are announcing today immediately unlock value for shareowners and achieve the objectives we set out in launching the process to sell our UK utility business. They will refocus our business mix squarely on strong, rate-regulated US utilities; strengthen our credit metrics; enhance long-term earnings growth and predictability; and provide us with greater financial flexibility to invest in sustainable energy solutions for those we serve," Vincent Sorgi, PPL President and CEO.
National Grid was advised by Barclays, Goldman Sachs, Robey Warshaw, Cravath Swaine & Moore, Herbert Smith Freehills, Brunswick Group and Teneo. PPL was advised by JP Morgan, Ashurst and Skadden Arps Slate Meagher & Flom. JP Morgan was advised by Davis Polk & Wardwell. Debt financing was provided by Barclays and Goldman Sachs.
TX Group, a media company headquartered in Zurich, Ringier, a diversified Swiss media company, La Mobilière, an all-branch insurer that operates exclusively in Switzerland and Liechtenstein, and General Atlantic, a private equity firm, agreed to form a joint venture to form a Swiss group spanning the real estate, vehicle, financial services and general marketplace sectors. Financial terms were not disclosed.
"Our partnership with General Atlantic, La Mobilière and Ringier is the result of a long process. It represents a major step for all participants and demonstrates Switzerland's positive digital outlook amongst increasing international competition. We strongly believe that this merger will strengthen our successful marketplace platforms and ensure further growth. Increasing our relevance to our users is key, and we believe the merger will immediately improve efficiency for our business customers. Together, we will also be able to expand investment in product development and increase our appeal as an employer," Pietro Supino, TX Group Chairman and Publisher.
La Mobilière is advised by Bar & Karrer.
Playtika Holding, an Israel-based digital entertainment company that specializes in the development and publication of free to play mobile games, agreed to acquire an 80% stake in Finland Reworks, a game-maker specialized in developing uplifting game experiences that spark creativity and imagination, for $400m.
"Reworks’ popular design entertainment app, Redecor, lets players decorate homes. The platform the game is built on could also be used in the future for fashion, auto and restaurant-related titles," Robert Antokol, Playtika CEO.
Playtika is advised by The Outcast Agency.
Investment firms Apeiron Investment Group and Elevat3 Capital led a $165m Series A round in Olsam, a company that buys and scales e-commerce businesses.
Olsam will use the capital raised to rapidly acquire larger brands from global entrepreneurs seeking a reliable buyer with deep operational expertise for their companies. The funding will also be used to expand the company's operations team across its core markets and to continue investing in its proprietary operating tech platform, as well as deepen its brand IP and patent protection across multiple geographies, including China.
Global Aviation, an aviation group, and Harith, a private equity firm, are close to completing due diligence to acquire a 51% of stake in South African Airways.
The consortium, which consists of Johannesburg-based Global Airways and Harith General Partners, a private equity firm, has yet to identify any material issues that would scupper the South African Airways deal.
Bain nears Berlin Brands Group deal for $1.2bn. (FS)
Bain Capital, a private equity firm, is nearing an agreement to acquire a significant stake in Berlin Brands Group, an e-commerce company, for $1.2bn, Bloomberg reported.
Bain will make an offer to buy Ardian’s holding of more than 40% in the business, valuing the firm at more than $1.2bn including debt.
Berlin Brands Group is among a number of companies that have been raising billions of dollars from investors to buy up direct-to-consumer businesses selling products on Amazon.com and other online platforms. The company, founded in 2005, has a stable of 14 brands including home sports gear maker Capital Sports, home appliance firm Klarstein and gardening brand Blumfeldt.
Arnault sells out of retailer Carrefour.
Bernard Arnault, a French luxury goods billionaire, sold out of supermarket group Carrefour, a French multinational retail corporation, whose potential takeover by Couche-Tard, a Canadian multinational operator of convenience stores, unraveled this year.
Arnault held a 5.7% stake via his Financiere Agache, a holding company controlled by Agache company, which raised $854m by selling shares on the market.
Sify Technologies announces a partnership with Colt Technology Services.
Sify Technologies, India's most comprehensive ICT solutions provider, announced a partnership with Colt Technology Services, provider of high bandwidth and on-demand connectivity, to cover the European geography.
The partnership introduces Sify's collaborative practices for Oracle Cloud Infrastructure, the Infrastructure-as-a-Service that delivers on-premises computing power to run cloud-native and enterprise company's IT workloads. This is made possible by Colt's network connectivity capability with its On Demand service allowing specifically for connectivity to be flexed up for the OCI migration. Translated, that means, the customer gets the additional connectivity only when it is required.
PIF-backed ACWA Power to seek over $1bn in Saudi IPO. (FS)
Saudi Arabia’s ACWA Power International is close to announcing an IPO to raise more than $1bn, Bloomberg reported. A Riyadh listing may value the utility at $10bn or more. An announcement may be made as soon as this week.
While ACWA runs many natural gas-fired power plants, the Saudi government plans to make it the main vehicle for the kingdom’s major solar and green-hydrogen projects.
Revolut CEO targets billions of dollars in sales before IPO.
Revolut CEO said the company, a financial technology startup, needs to achieve billions of dollars in annual sales before it can go public, Bloomberg reported.
Adjusted revenue was $359m last year, when it made an operating loss of $277m
"To be able to IPO successfully we need to be at least in the few billion dollars range of revenue a year," Nik Storonsky, Revolut CEO and Co-Founder.
Revolut’s products include bank accounts, international money transfers, cryptocurrency and stock trading as well as bill paying and budgeting tools. It’s the UK’s most valuable startup and among the best-funded fintechs in Europe. Rivals such as Klarna Bank and Wise have also seen their valuations jump over the past year.
Burger King’s biggest franchisee picks Turkey IPO banks.
The largest global franchisee of Restaurant Brands International picked Citigroup and HSBC for an IPO of its Chinese and Turkish outlets on the Borsa Istanbul, marking its latest attempt to sell stakes in its fast-food businesses.
TAB Food Investments is working with the banks on a potential first-time share sale for the restaurants that could raise about $250m and could take place as soon as this year.
Blackstone plans IPO for Building Materials Europe. (FS)
Bloombeg reported that The Blackstone Group is planning an initial public offering for Building Materials Europe, one of Europe's distributors of building materials, that could value the business at as much as $7.1bn.
The private equity firm is working with Lazard and plans to select underwriters for the potential share sale in the coming weeks. It is considering listing the business in Amsterdam next year.
Dating group ParshipMeet prepares for IPO in 2022. (FS)
ParshipMeet, a dating group, started preparations for an IPO next year as its private equity shareholder seeks to benefit from high sector valuations and sell some of its stake, Reuters reported.
ParshipMeet, which is 43% owned by buyout group General Atlantic and 53% by German broadcaster ProSiebenSat 1 Media, has invited banks to pitch for roles in the listing.
Investment bank Evercore is helping ParshipMeet's shareholders with the IPO preparations and the choice of banks to organise the transaction, which is expected to take place in the first half of 2022.
APAC
Clearlake-backed Provation, a software and SaaS provider of procedure documentation and clinical decision support solutions, completed the acquisition of endoPRO and software portfolios from Pentax, an endoscopic products and services provider. Financial terms were not disclosed.
"Our goal with the acquisition of endoPRO is to increase productivity for more healthcare providers by bringing the latest Provation software solutions to an underserved market segment. Growth through acquisition is essential to Provation’s success in developing a comprehensive portfolio of leading clinical productivity solutions, and we are proud to welcome the dedicated endoPRO team to the Provation family," Daniel Hamburger, Provation CEO.
Clearlake Capital was advised by Lambert & Co. Provation was advised by District Capital Partners and Sidley Austin. Pentax was advised by McDermott Will & Emery.
MediaTek, a Taiwanese fabless semiconductor company, led a $170m Series D2 funding round in Carsome, an integrated automotive e-commerce platform. Additional investors included Asia Partners, Gobi Partners, 500 Southeast Asia, Ondine Capital, MUFG Innovation Partners, Daiwa PI Partners, Catcha Group and Penjana Kapital.
"We are deeply honored and encouraged by the confidence and support accorded by our investors. We are geared up to achieve even greater heights while rolling out Southeast Asia's integrated car e-commerce platform, now further solidified by various strengths within the ecosystem," Eric Cheng, Carsome Co-founder and CEO.
Carsome was advised by Rothschild & Co.
Siam Makro, the Cash & Carry operator in wholesale trade center for professional business operators in Thailand, agreed to acquire Lotus, a retail chain in Thailand, from Charoen Pokphand Group, a Thai conglomerate based in Bangkok, for $7bn.
Siam Makro can use Charoen Pokphand’s retailing expertise to help improve its property management and unlock value in the future. It will be able to collaborate with companies under the CP Group to boost revenue and optimise costs.
Singapore Exchange to issue easier rules for SPAC listings.
Singapore Exchange is preparing to roll out easier guidelines for listings of SPACs in the city-state, which would make it the first major Asian bourse to accept such investment vehicles, Reuters reported.
The changes come after SGX, which has struggled to capture large listings of high-growth companies, received market feedback that some of its earlier proposals were too strict.
Sunac to mull spinning off ski resorts for Hong Kong IPO.
Sunac China Holdings, a Chinese developer, considers spinning off its indoor ski parks business for a Hong Kong IPO as early as next year, Bloomberg reported.
The real estate giant is weighing a first-time share sale for its ice and snow assets to capitalize on the government’s push to boost the nation’s winter sports industry. The company may decide to spin off other units in the future, but has prioritized the ice and snow division because it is among the most profitable.
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