Twitter does not object to a proposal by Elon Musk to start on October 17 a trial over Musk's bid to walk away from his $44bn acquisition deal, but the social media company wants a commitment to complete the trial in five days, Twitter said.
Musk has said he needs time to complete a thorough investigation of what he says is Twitter's misrepresentation of fake accounts, which he said breached their deal terms. He initially sought a February trial, but proposed an October 17 trial after a judge ruled the proceeding was to start in three months,
Reuters reported.
Twitter is advised by Allen & Company, Goldman Sachs, JP Morgan, Simpson Thacher & Bartlett, Wachtell Lipton Rosen & Katz, Wilson Sonsini Goodrich & Rosati and Joele Frank. Financial advisors are advised by Sullivan & Cromwell. Elon Musk is advised by Bank of America, Barclays, Morgan Stanley, McDermott Will & Emery, Quinn Emanuel, Skadden Arps Slate Meagher & Flom and Sard Verbinnen & Co. Debt financing is provided by BNP Paribas, Bank of America, Barclays, Mitsubishi UFJ Financial Group, Mizuho Securities, Morgan Stanley and Societe Generale. Debt providers are advised by Davis Polk & Wardwell.
JetBlue Airways, a major American low cost airline, agreed to acquire Spirit Airlines, an ultra-low-cost carrier, for $7.6bn.
“We are excited to deliver this compelling combination that turbocharges our strategic growth, enabling JetBlue to bring our unique blend of low fares and exceptional service to more customers, on more routes. We look forward to welcoming Spirit’s outstanding Team Members to JetBlue and together creating a customer-centric, fifth-largest carrier in the United States. Spirit and JetBlue will continue to advance our shared goal of disrupting the industry to bring down fares from the Big Four airlines. This combination is an exciting opportunity to diversify and expand our network, add jobs and new possibilities for Crewmembers, and expand our platform for profitable growth," Robin Hayes, JetBlue CEO.
On July 27, 2022, Spirit Airlines, an ultra-low-cost carrier, announced that it had terminated the merger agreement with Indigo Partners-backed Frontier Airlines, an American ultra-low-cost carrier.
Spirit Airlines is advised by Barclays, Morgan Stanley, Debevoise & Plimpton, Paul Weiss Rifkind Wharton & Garrison, Okapi Partners and Sard Verbinnen & Co. Financial advisors are advised by Skadden Arps Slate Meagher & Flom and Sullivan & Cromwell. JetBlue is advised by Goldman Sachs and Shearman & Sterling. Goldman Sachs is advised by Cravath Swaine & Moore. Debt financing is provided by Bank of America and Goldman Sachs.
Duddell Street Acquisition, a SPAC, announced that its shareholders approved the previously proposed $1.3bn business combination with FiscalNote Holdings, an AI-driven enterprise SaaS company.
92.5% of the votes cast at the Special Meeting were in favor of the approval of the merger, and the other proposals presented at the Special Meeting were also approved by the Duddell Street shareholders. Following the closing, which is expected to take place on July 29, 2022, the combined company's Class A common stock and warrants are expected to begin trading on the New York Stock Exchange.
Duddell Street Acquisition is advised by BTIG, Citigroup, JP Morgan and Davis Polk & Wardwell. Financial advisors are advised by Shearman & Sterling. FiscalNote is advised by JP Morgan, Paul Hastings and ICR.
Cosmetics manufacturers Obagi and Milk Makeup, went public via a SPAC merger with Waldencast Acquisition, a special purposes acquisition company, in a $1.2bn deal.
"Waldencast's ambition to build a global best-in-class beauty and wellness company that embraces conscious, purpose-driven brands is aligned with Obagi's purpose, vision and values, making Waldencast an ideal fit. I look forward to working with Michel and the team as we continue to develop effective, science-based skin care that includes and embraces the full spectrum of beauty and self-care," Jaime Castle, Obagi CEO.
Waldencast Acquisition was advised by Credit Suisse, JP Morgan, Skadden Arps Slate Meagher & Flom and Gladstone Place Partners. Milk Makeup was advised by Raymond James and Goodwin Procter. Obagi was advised by Lazard and Latham & Watkins.
Clearlake Capital, an investment firm, completed the acquisition of a majority stake in BBB Industries, a sustainable manufacturer of non-discretionary automotive, industrial, energy storage, and solar parts, from Genstar Capital, a private equity firm. Financial terms were not disclosed.
"Clearlake continues to see attractive opportunities arising from a targeted approach to ESG-focused investing. Our desire to partner with BBB is driven by the opportunity to combine this thematic-based approach with our experience in the automotive aftermarket. BBB is poised to benefit from its leadership position in its core automotive markets as well as the market tailwinds within the renewable energy ecosystems that the company has begun addressing through TerrePower. We see an exciting runway for future growth through continued investment in these capabilities," José E. Feliciano, Clearlake Co-Founder and Managing Partner and Colin Leonard, Clearlake Partner and Managing Director.
BBB was advised by Goldman Sachs and Latham & Watkins. Clearlake was advised by JP Morgan, Kirkland & Ellis and Lambert & Co. Debt was provided by JP Morgan. Genstar was advised by Chris Tofalli Public Relations.
Inchcape, a retailer of premium automotive products and services, agreed to acquire Derco, an independent automotive distributor in Latin America, for £1.3bn ($1.6bn).
"The combination with Derco is a transformative and unique opportunity to accelerate our global distribution business. We believe it will deliver substantial shareholder value and is another great example of our Accelerate strategy in action. Derco will dramatically increase our scale in the fast growth Americas region, bolstering our presence in several existing markets, and will secure Bolivia as a new Inchcape distribution market. Derco also brings a fantastic set of highly complementary OEM relationships, including deepening our decades-long relationship," Duncan Tait, Inchcape CEO.
Inchcape is advised by Greenhill & Co, JP Morgan, Jefferies & Company and Brunswick Group. Debt financing is provided by BNP Paribas and Mitsubishi UFJ Financial Group.
Management team agreed to acquire Pzena Investment Management, an investment management company, for $795m. Holders of PZN Class A common stock will receive $9.6 per share in cash representing a premium of 49%.
“We are excited to begin this new chapter for our firm after 15 years as a public company. I would like to thank the Special Committee for its work in reaching this agreement. We believe the transaction is in the best interest of Pzena’s Class A stockholders, and will enhance our ability to achieve investment excellence on behalf of our clients," Richard Pzena, Pzena CEO.
Pzena Investment is advised by Ardea Partners, CastleOak Securities, Wachtell Lipton Rosen & Katz, JP Morgan and Milbank.
The First Bancshares, the holding company of The First Bank, agreed to acquire Heritage Southeast Bank, an independent community bank, for $207m.
"Heritage Southeast Bank is a true community bank with an experienced, well respected team of local bankers invested in the communities they serve. Culturally we are aligned and focused on growing our company by providing excellent service and building long term relationships with our clients. We are thrilled to be partnering with the team at Heritage Southeast Bank as we continue to create value for our stakeholders," M. Ray Cole, The First Bancshares President and CEO.
HSBI is advised by Piper Sandler and Nelson Mullins Riley & Scarborough. The First Bancshares is advised by D.A. Davidson & Co, Keefe Bruyette & Woods and Alston & Bird.
HUMAN to merge with PerimeterX.
HUMAN, a developer of a bot mitigation platform, agreed to merge with PerimeterX, an operator of a web security platform. Financial terms were not disclosed.
"The merger of these great companies brings together two exceptional teams of humans to accelerate the vision for our Human Defense Platform and to solve some of the most important security challenges for the internet. Together, we will deliver on our shared purpose of disrupting the economics of cybercrime, and we will offer enhanced protection for our combined global customers with an unparalleled modern defense strategy," Tamer Hassan, HUMAN CEO and Co-Founder.
HUMAN is advised by DBO Partners and Sullivan & Cromwell. Debt financing is provided by Blackstone. PerimeterX is advised by JMP Securities and Fenwick & West.
Lemonade, an insurance company powered by AI and social good, completed the acquisition of Metromile, a data science company focused on auto insurance, for $500m.
“We launched Lemonade Car last week, and we think you’ll love how it looks and handles. Pop the hood and you’ll see that it's powered by telematics and architected to learn from the data it generates, with precision pricing as its ultimate destination. That’s where Metromile comes in. They have been down this road billions of times, and their proprietary data and machine learning algorithms can vault us over the most time and cost intensive parts of the journey. In a vast and competitive market like auto insurance, today’s deal is a huge unlock of value for our customers and shareholders," Daniel Schreiber, Lemonade CEO and Co-Founder.
Lemonade was advised by Latham & Watkins and ASTRSK PR. Metromile was advised by Allen & Company and White & Case.
PBF Energy, an independent petroleum refiner and supplier, agreed to acquire the remaining 52.3% stake in PBF Logistics, a firm that operates crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. Under the merger agreement, each outstanding common unit of PBF Logistics that PBF Energy does not already beneficially own will be converted into 0.27 shares of PBF Energy Class A common stock and $9.25 in cash, without interest.
"We are pleased to announce this strategic acquisition by PBF Energy, which represents a key objective in PBF Energy's plans to optimize our refining and logistics operations. This transaction will ultimately allow us to simplify our corporate structure and eliminate administrative, compliance and cost burdens of running a separate public company. Following consummation of the merger, we believe that the combined company will have a significantly enhanced financial profile," Tom Nimbley, PBF Energy and PBF Logistics Chairman and CEO.
PBF Energy is advised by Barclays and Hunton Andrews Kurth. PBF Logistics is advised by Intrepid Partners and Baker Botts.
Vista Outdoor, a provider of outdoor advertising services, agreed to acquire Simms Fishing Products, a manufacturer of fishing apparel and accessories, for $193m.
"Simms is the perfect fit for our diversified portfolio of leading, iconic outdoor brands. Simms broadens our core addressable market into the highly attractive fishing category with a premium, innovative brand with significant room for growth. Simms will be a central plank in our long-term growth strategy and will be the anchor of our new fishing platform within Outdoor Products. Fishing, particularly fly fishing where Simms has its roots, is a natural adjacency to our Outdoor Products business and Simms serves an enthusiast consumer demographic that has proven to be largely recession-resistant over time. With a beloved, household name brand like Simms leading the way, we believe that we can create a fishing platform that serves the 55m+ anglers while delivering long-term growth and value for our shareholders for years to come," Chris Metz, Vista Outdoor CEO.
Vista Outdoor is advised by Reed Smith. Simms Fishing Products is advised by Robert W Baird and Perkins Coie.
MG Properties, a fully integrated real estate company, completed the acquisition of Eleanor Apartments, a 333-unit community, from SummerHill Apartment Communities, The Resmark Companies, and Kennedy Wilson for $193m.
"We are pleased to be further growing our long-term presence in the Bay Area, a market that has strong potential for recovery after the impacts of the Covid crisis," Jeff Gleiberman, MG Properties President.
SummerHill Apartment Communities, The Resmark Companies, and Kennedy Wilson are advised by Institutional Property Advisors. Debt financing for MG Properties is provided by Brian Eisendrath and Fannie Mae.
ZMC, a private equity firm, completed an investment in Resonate, provider of AI-powered consumer data and intelligence. Financial terms were not disclosed.
"After exhaustively looking for opportunities within ZMC's thematic focus on differentiated consumer intelligence, this investment in Resonate met all of our key requirements including its unmatched refresh frequency, unique datasets, exceptional customer service, and activation through a world-class, user-friendly SaaS platform," John Moakley, ZMC Operating Partner.
Resonate was advised by Pagemill Partners and Cooley. ZMC was advised by Sidley Austin.
Cox Enterprises-backed OpenGov, a developer of modern cloud software, agreed to acquire Cartegraph, a developer of software as a service-based asset management applications, from Pamlico Capital, a private equity firm. Financial terms were not disclosed.
"With this acquisition, we are bringing together two incredible, mission-driven teams to meet the needs of the public sector, now and for the future. There has never been a better time to modernize our nation's governments, and we have been investing to grow the OpenGov Cloud to ensure that every government leader has the best solutions to serve the critical needs of their (and our) communities. We are thrilled to welcome Cartegraph and its team of outstanding employees and innovative local government customers to the OpenGov family," Zac Bookman, OpenGov Co-Founder and CEO.
OpenGov is advised by Shea & Co. Cartegraph is advised by William Blair & Co.
Diversified Energy, an independent energy company, agreed to acquire the Oklahoma and Texas-based assets from ConocoPhillips, an independent exploration and production firm, for $240m.
"I am pleased to announce another strategically-aligned acquisition at a compelling valuation in the Company's Central Region that reinforces our commitment to create long-term value for shareholders. Financed entirely with existing liquidity, this non-dilutive acquisition represents a compelling opportunity to further scale our Central Region portfolio while maintaining a strong balance sheet. Building on our success in Appalachia, we are excited to increase our holdings within the Central Region that position us to drive greater synergies and unlock additional shareholder value through scale," Rusty Hutson, Diversified Energy CEO.
ConocoPhillips is advised by FTI Consulting.
Rocky Walia, a businessman from Atlanta, completed the acquisition of the Premium Canadians Franchise from American Premiere League, a cricket league. Financial terms were not disclosed.
"The Cricket revolution in the United States is bringing more and more people on board and I welcome Mr. Walia on board for this historic journey with APL. Although American Premiere League Season One has been deemed as one of the best cricket tournaments in the United States, our vision and goal is to make the 2022 season even bigger and better than 2021. Part of this effort has been to move American Premiere League to a proper ICC approved cricket stadium and have an 18-camera production with a DRS review system. I am truly amazed and humbled by the tremendous response we have gotten from cricket loving fans from across North America and wish Mr. Walia the best in competing in APL," Jay Mir, APL Founder and CEO.
APL was advised by 4PR Group.
ArcelorMittal to acquire CSP for $2.2bn.
ArcelorMittal, a multinational steel manufacturing corporation, agreed to acquire Companhia Siderúrgica do Pecém, a firm building a steel mill, for $2.2bn.
“In CSP, we are acquiring a modern, efficient, established and profitable business which further enhances our position in Brazil and adds immediate value to ArcelorMittal. There is significant potential to decarbonise the asset given the state of Ceará’s ambition to develop a low-cost green hydrogen hub and the huge potential the region holds for solar and wind power generation," Aditya Mittal, ArcelorMittal CEO.
WEX, a global commerce platform, agreed to acquire the business card program from ExxonMobil, an integrated oil and gas company. Financial terms were not disclosed.
“The ExxonMobil Team at WEX is very excited by the prospect of welcoming these customers to our North American portfolio of business, completing the consolidation of all ExxonMobil’s commercial card business at WEX. Customers will enjoy the same benefits, purchasing controls, and savings opportunities as all other Exxon Mobil BusinessPro customers across the US and Canada," Gene Currier, WEX Vice President and Business Manager.
FTC seeks to block Meta from acquiring Within Unlimited.
The Federal Trade Commission is seeking to block Meta Platforms from acquiring Within Unlimited, a virtual reality media and technology company, and its virtual reality dedicated fitness app, Supernatural.
The FTC said that Meta, formerly Facebook, is already a key player at each level of the virtual reality sector. It alleges that Meta and CEO Mark Zuckerberg are planning to expand Meta's virtual reality empire with the acquisition of the fitness app, which would lessen competition in the market and violate antitrust laws,
WSJ reported.
"The idea that this acquisition would lead to anticompetitive outcomes in a dynamic space with as much entry and growth as online and connected fitness is simply not credible. We are confident that our acquisition of Within will be good for people, developers, and the VR space," Meta.
Billtrust is up for sale.
BTRS Holdings, the owner of business payments vendor Billtrust, is exploring options that include a potential sale,
Reuters reported.
A New Jersey-based company is working with an investment bank as it considers its alternatives. A sale to a private equity firm is one of the options being examined. BTRS's shares jumped 15% on the news and were trading up 9% at $5.75, giving the company a market value of $930m.
Elliott Investment truce talks with PayPal. (FS)
Elliott Investment Management is holding discussions with PayPal, a financial technology company, over an agreement that would see the activist investor have a hand in determining the future direction of the company,
Bloomberg reported.
Talks between Elliott and PayPal are amicable and could result in the activist investor getting representation on the board. The talks are ongoing and could still fall apart.
Silversmith Capital raises $1.25bn for the fourth growth equity fund. (FS)
Silversmith Capital announced the first and final close of its fourth fund. It was significantly oversubscribed and closed at its target and hard cap of $1.25bn.
“Our investment strategy was built on four bedrock tenets that have not changed over the past seven years – invest in markets we know, invest in companies as they inflect, invest in companies that are capital efficient, and partner with truly exceptional entrepreneurs. The steadfast support we received from our investors speaks volumes to how much the limited partner community values a disciplined approach. We are grateful for the trust and confidence our investors have in Silversmith and look forward to continuing to execute on our investment strategy," Jim Quagliaroli, Silversmith Managing Partner.
Portage Ventures is seeking to raise up to $1bn to fund startups. (FS)
Portage Ventures is seeking to raise up to $1bn for a structured equity fund that will focus on financing startups in the financial technology sector that are reluctant to take a hit in their valuation amid the market downturn,
Reuters reported.
The fund will be a so-called structured equity fund, investing in securities that combine debt and equity features and do not require startups to lock in a valuation as with traditional equity fundraising.
Broad Reach closes $161m project financing.
Broad Reach, a utility-scale battery storage platform announced it successfully closed a $161m project financing for 17 operating battery energy storage systems in Texas and one in California.
Deutsche Bank and MUFG Bank acted as coordinating lead arrangers and joint bookrunners for the financing. MUFG acted as administrative agent and Deutsche Bank Trust Company Americas acted as depositary bank and collateral agent.
“Deutsche Bank and MUFG have both been great partners in leading this financing and we appreciate their support of Broad Reach’s efforts to lead the US’s energy transition in battery storage development. This is a marquee debt financing transaction in the battery storage sector, and we at Broad Reach look forward to advancing innovative ways to finance our large pipeline of projects," Nitin Gupta, Broad Reach Senior Vice President.
