AMERICAS
EW Scripps, an American broadcasting company, agreed to acquire ION Media, a broadcast network, for $2.7bn. Berkshire Hathaway will make a $600m preferred equity investment in Scripps to finance the transaction and receive a warrant to purchase up to 23.1m Class A shares, at an exercise price of $13 per share. Scripps will divest 23 ION stations to meet regulatory conditions.
“This evolution of Scripps’ national television networks business, through the combination of ION, the Katz networks and Newsy, repositions the company in the television landscape. With its strong revenue growth, high margins and significant cash flow, ION will make Scripps a more powerful and durable media business with significant near-term benefit as well as long-term value. ION Media is a distribution double threat – carried on cable and satellite through must carry while also capitalizing on cord-cutting and the growth of free over-the-air broadcasting. This transaction is another in a long list of Scripps’ transformative moves to where we see opportunity for growth and to benefit from the evolving media landscape," Adam Symson, Scripps President and CEO.
ION Media is advised by Cooley, Skadden Arps Slate Meagher & Flom. Scripps is advised by Evercore, Methuselah Advisors, Morgan Stanley, BakerHostetler, Brooks Pierce McLendon Humphrey & Leonard, Kirkland & Ellis and Simpson Thacher & Bartlett. Debt financing is provided by Morgan Stanley.
Switchback Energy Acquisition, a publicly traded special purpose acquisition company with a strategic focus on the energy sector, agreed to merge with ChargePoint, an electric vehicle charging network, in a $2.4bn deal. It is currently anticipated that the transaction will close by the end of the fourth quarter of 2020.
“The EV charging industry is accelerating and it is expected that charging infrastructure investment will be $190bn by 2030. As a first mover in the space, ChargePoint has distinguished itself as the number one EV charging network and is well positioned to deliver mission-critical charging infrastructure as the expected transition to electric mobility accelerates. ChargePoint has a proven and capital-light business model that combines hardware and high-margin, recurring software subscriptions and services with extensive and strong customer relationships. As a result, we believe ChargePoint will continue to grow its strong market position as the EV industry evolves. Switchback and our investors are excited to partner with the talented ChargePoint team to advance their vision,” Scott McNeill, Switchback CEO, CFO and Director.
ChargePoint is advised by Bank of America Merrill Lynch, Oppenheimer & Co, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, Weil Gotshal and Manges and Financial Profiles. Switchback is advised by Goldman Sachs and Vinson & Elkins.
Goldman Sachs Merchant Banking-backed West Street Infrastructure, a infra vehicle managed by Goldman Sachs, agreed to acquire Synagro Technologies, a provider of biosolids and organic waste management services, from EQT Infrastructure. Financial terms were not disclosed.
“Partnering with the Synagro management team to develop the Company into the industry leading platform has been a fulfilling experience. Synagro’s sustainable business model aligns well with EQT’s ESG goals and we are proud to have been a part of the Company’s transformation. With ever-increasing demand for sustainable biosolids solutions, Synagro is well-positioned for its next phase of growth under Goldman Sachs’ ownership,” Crosby Cook, EQT Partner.
EQT Infrastructure is advised by Morgan Stanley, Weil Gotshal and Manges and Kekst CNC. West Street Infrastructure is advised by Goldman Sachs and Sidley Austin.
Localiza Rent a Car, a Brazilian car rental company, agreed to merge with its rival Unidas in a $2.18bn deal. The transaction is awaiting final approval from Brazil’s antitrust agency Cade. Localiza will hold a 77% stake in the combined company and pay a 9% premium over Unidas’ closing stock price on September 22, 2020.
The deal aims at creating a global player, besides increasing efficiency. The firms plan to reach a deal with rental car firm Enterprise Holdings to extend its mutual referral agreement with Unidas to Localiza.
Localiza is advised by Bank of America Merrill Lynch and Pinheiro Neto. Unidas is advised by Banco Itau and Machado Meyer Sendacz e Opice Advogados.
Avon Rubber, a provider of respiratory protection equipment for the military, announced it refiled its pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the acquistion of Team Wendy, a US supplier of head protection systems for military, law enforcement, search and rescue, and adventure markets.
The refiling will set a new 30-day period for review by the FTC, which will expire at the end of the day on October 23, 2020. Avon Rubber said it still hopes to conclude the deal in the first quarter of 2021 financial year.
Avon is advised by Evercore, William Blair & Co and MHP Communications.
Palladium-backed Quirch Foods, a food distribution company, agreed to merge with Colorado Boxed Beef, a protein supplier. Financial terms were not disclosed.
“We could not be more excited to bring together our two organizations to increase our core domestic retail business and expand into new geographies and channels. This will allow us to deliver a broader and more diverse product offering that will help our customers differentiate and grow their businesses,” Frank Grande, Quirch Foods President and CEO.
Palladium is advised by Simpson Thacher & Bartlett.
Vector Capital, a private equity firm specializing in transformational investments in established technology businesses, agreed to acquire Patron Technology, an event technology platform. Financial terms were not disclosed.
“With a great set of products, a strong balance sheet, and a management team unparalleled in its industry, Patron is well positioned to grow over the coming years. We look forward to partnering with Marc and his team as they continue to grow from this new position of strength and renewed investment,” Tom Smith, Vector Capital Vice President.
Vector Capital is advised by Gasthalter & Co.
iPipeline, a provider of cloud-based software solutions for the life insurance and financial services industry, completed the acquisition of Impact Financial Systems, a provider of service request automation solutions for client onboarding, asset movement, maintenance and advisor transitions. Financial terms were not disclosed.
“The acquisition positions iPipeline to offer next-generation low code/no code products to Financial Institutions, Broker-Dealers and RIAs along with our AFFIRM, iGO e-App and Laser App products to substantially expand the advisor tools in our SSG Digital platform. Their workflow engine is second to none in the industry and contributes in a huge way to ensuring the necessary suitability reviews have taken place for compliance. I am excited to welcome Tim and his team to iPipeline,” Larry Berran, iPipeline CEO.
iPipeline was advised by DecisionPoint.
CrowdStrike, a provider of cloud-delivered endpoint and cloud workload protection, agreed to acquire Preempt Security, an American technology company, for c.$96m.
“Hybrid work environments will become the norm for many organizations which means that Zero Trust security with an identity-centric approach and detecting threats in real-time are critical for business continuity. With the addition of Preempt Security’s capabilities, the CrowdStrike Falcon platform will provide enhanced protection against identity-based attacks and insider threats. Combining Preempt's technology with the CrowdStrike Falcon platform will help customers achieve end-to-end visibility and enforcement through identity, behavior and risk-based decisions to stop attacks in real time,” George Kurtz, CrowdStrike Co-Founder and CEO.
CrowdStrike is advised by Davis Polk & Wardwell.
AmeriLife, a provider of marketing and distributing life, health and retirement solutions, completed the acquisition of a majority stake in The Achievement Group, an annuity and life organization. Financial terms were not disclosed.
"With AmeriLife, TAG is no doubt now big enough to play, remaining personable enough to care. AmeriLife's extensive distribution network and additional capabilities will help us maximize our agents' and agencies' return on effort and customer share via cross-sell opportunities. This will allow us to focus on continuing to deliver the personalized support that sets us apart from the competition," Brad Tison, TAG Founder.
ByteDance has applied for a tech export licence in China as it races to seal a crucial deal with Oracle and Walmart that it hopes will end US government plans to ban its TikTok video-streaming app on security grounds, Reuters reported.
The Beijing-based firm submitted the application to Beijing’s municipal commerce bureau and is awaiting a decision, it said on its Toutiao online news platform, without referring to ongoing talks over its US operations.
The application comes about a month after China revised its list of technologies subject to export bans or restrictions for the first time in 12 years, in a manner which experts said gave the government a say over any TikTok deal. It can take up to 30 days to obtain preliminary approval to export such technology.
Canapi Ventures and TTV Capital led $215m Series C round in Greenlight. (FS)
Venture capital firms Canapi Ventures and TTV Capital led $215m Series C round in Greenlight Financial Technology, a fintech company which helps parents teach children how to save with its app and debit card products, with participation from new investors BOND, DST Global, Goodwater Capital, Fin VC and Relay Ventures.
“I have four kids of my own and learned that more parents needed help doing this. Parents are so busy and personal finance is not taught in schools, so we fill this void. Our goal is for everyone to grow up financially savvy, no matter how much their parents know,” Tim Sheehan, Greenlight Co-Founder and CEO.
Alexander Klabin, a former hedge fund manager, is set to invest in Sotheby’s, a broker of fine and decorative art, jewelry, real estate, and collectibles. Mr Klabin will serve as Executive Chairman of Sotheby's Financial Services. Financial terms were not disclosed.
"Alex shares our vision of expanding the financing solutions we can offer to our clients and leveraging technology more effectively to develop new financial products for collectors. This partnership will enhance our ability to provide clients with state-of-the art capital solutions and responsive and comprehensive client service," Charles F Stewart, Sotheby's CEO.
Fragomen, global immigration firm, completed the acquisition of SimpleCitizen, a dynamic provider of immigration technology solutions. Financial terms were not disclosed.
"This partnership unlocks synergies that will enable both organizations to build on each other's strengths. We transform manual, inefficient processes into straightforward, automated workflow. It's an outstanding fit for Fragomen's unmatched immigration expertise," Sam Stoddard, SimpleCitizen Co-Founder and CEO.
MarketCast, a research, analytics and data science services provider, agreed to acquire Deductive, formerly called Dativa, a data science services provider. Financial terms were not disclosed.
"The acquisition of Deductive addresses the changing needs of modern media companies and brands that require an ability to process complex data from a variety of sources at speed and scale. MarketCast has long been known for its incredible quantitative and qualitative research capabilities. Being able to now add data science and advanced analytics to this research mix is game-changing for our clients and the industry as a whole," John Batter, MarketCast CEO.
Blue Sage Capital closes Fund III at $300m hard cap. (FS)
Blue Sage Capital, an Austin, Texas-based private investment firm, has closed its oversubscribed third fund, which target was $250m, with $300m in commitment.
Blue Sage enjoyed exceptional demand from existing investors as well as new limited partners despite the current pandemic-driven economic turmoil. Blue Sage’s investor base is comprised of a diverse group of limited partners including university endowments, charitable foundations, pension funds, financial institutions, prominent family offices and the Blue Sage team.
Blue Sage was advised by Kirkland & Ellis.
EMEA
Sella Group-backed Fabrick, an Italian financial services company, is set to form a joint venture with illimity Bank, an Italy-based bank, which operates also under the brand Banca Interprovinciale. Financial terms were not disclosed.
“Technology, user experience, economies of scale and, above all, how quickly they can be achieved, are crucial success factors. Just as in the direct digital banking segment, illimity has strongly innovated and will continue to do so by expanding its field of action, in the non-banking segment we were delighted to take this opportunity to partner with the Italian leader to become a true industry benchmark. We are already closely linked to the Sella Group by technological collaboration and we are particularly pleased that it has decided to consolidate a long-term relationship between us also through an investment in illimity share capital,” Corrado Passera, illimity Founder and CEO.
Sella Group is advised by Arma Partners and Orrick Herrington & Sutcliffe.
Polyus, which offers mining services, agreed to acquire the remaining 22% stake in SL Gold, a gold mining company, from RT Business Development, an asset management company, which carries out financial and industrial projects, for c. $128m.
In 2017-2020, Polyus acquired a 13.2% stake in SL Gold for a total consideration of approximately $76m under cash option agreements. The outstanding instalments amount to approximately $63m for a 10.7% participation interest in SL Gold.
Howden, a part of Hyperion, a global insurance group, agreed to acquire A-Plan Group, an insurance intermediary, from private equity firm HG Capital. Financial terms were not disclosed.
“This is an incredibly important partnership for Howden and creates a significant opportunity to deliver a better and broader offering to both groups’ clients. Like us, A-Plan Group is a business built on a very strong culture of entrepreneurship with employee ownership at its heart and a relentless client focus. These values have ensured that over a period of more than 50 years it has been able to retain and win new clients by delivering to them the personal service they want whilst embracing the opportunities digital distribution, data and technology provide," David Howden, Hyperion CEO.
AArete, a global management and technology consulting firm, completed the acquisition of Dsquared, a technology consultancy firm. Financial terms were not disclosed.
"This acquisition strengthens AArete's international position, as well as our ability to serve companies in the financial services industry, where Dsquaredi has carved out something of a niche. As we've seen while working on several projects together, our two companies have very similar approaches to client delivery and great overall synergy. We're very excited to go to market together as a single firm to solve the challenges that our clients around the world face," Loren Trimble, AArete CEO and Managing Director.
The Competition and Markets Authority announced it made a decision not to refer to the phase 2 investigation into the acquisition of CS Healthcare, a health insurance services provider by an insurance brokerage firm Bupa, based on currently available information about the merger.
Bupa Insurance announced its intention to acquire CS Healthcare on August 4, 2020.
AA in talks over an offer from Towerbrook, Warburg Pincus. (FS)
AA, a British motoring association, is in talks over a possible all-cash bid from a consortium consisting of private equity firms Towerbrook Capital Partners and Warburg Pincus. The current market value of the company is $223m.
“The consortium has confirmed its strong interest in pursuing a possible all-cash offer for the company, including an intention to de-lever the AA’s capital structure significantly, consistent with the company’s objectives,” AA.
Banco BPM no longer considers the merger with UniCredit.
Banco BPM, an Italian bank, is not in talks with UniCredit, an Italian global banking and financial services company, over a potential merger, Reuters reported.
Both UniCredit and Banco BPM have been tipped as potential partners for Monte dei Paschi, which the Treasury needs to re-privatise quickly after a 2017 bailout. The Treasury is weighing options but any deal at present is hindered by Monte dei Paschi’s legal risks and the need to complete by December a bad loan spin-off plan.
ADC Therapeutics announced the pricing of its follow-on public offering.
ADC Therapeutics, a Swiss-based late clinical-stage oncology-focused biotechnology company pioneering the development and commercialization of antibody drug conjugates, announced the pricing of its upsized follow-on public offering of shares in the US, thus raising gross proceeds of $204m.
In addition, certain existing shareholders had granted the underwriters an option to purchase additional shares for an aggregate amount of up to $31m.
ADC Therapeutics is advised by Homburger.
Private equity owners remove obstacle to M&A deals. (FS)
Creditors are giving up their historic right to have their loans paid back when a company is sold, in the latest example of their weakening power in an era of ultra-low interest rate, FT reported.
Private equity groups have been able to insert so-called portability language into loan documentation in recent deals, which would mean the debt transfers with the company to its new owner.
The development makes it easier for private equity to sell their debt-laden companies but removes an important potential check on leverage in the financial system.
A provision that was once rare has started appearing with increasing frequency, according to bankers, investors and analysts, and while debt investors are not happy about giving up power, they are finding they have little choice.
Fortum considers selling its Poland and Baltic assets.
Fortum, a Finnish state-owned energy company, has put its district heating assets in Poland and the Baltic states up for sale as it seeks to streamline its business, Reuters reported. The company has requested first-round bids by the end of the month for the unit, which could be valued at more than $1.8bn, including debt.
Under pressure from the Finnish government to reduce its fossil footprint, Fortum is divesting its district heating businesses in several countries to free up capital for investing in new, eco-friendlier energy facilities.
APAC
TravelWifi, the Houston-based telecommunications company, agreed to acquire Wifi Republic, a provider of mobile Wi-Fi solutions in Indonesia. Financial terms were not disclosed.
“It just makes sense for Wifi Republic to join the growing family of TravelWifi companies. The acquisition further strengthens our goal to become a global leader of mobile Wi-Fi solutions,” Wallace Davis, TravelWifi CEO.
A life insurance company Taikang Life Insurance and investment firms Highlight Capital and PEPM led $200m Series C round in Xingyun Group, a global commodity integrated service platform, with participation from Morningside Capital and Matrix Partners China.
The company has established warehouses in more than ten cross-border e-commerce pilot cities in China. At present, the whole-process cross-border supply chain service constructed by the group has formed a closed loop of upstream, midstream and downstream transactions, helping brands and imported retail channels to connect efficiently.
Hitachi Transport no longer considers a merger with SG Holdings.
Hitachi Transport, a global supplier of logistics services, no longer considers a merger with SG Holdings, the provider of courier services. Hitachi Transport would be returning its 20% stake in SG Holdings for $830m, Reuters reported.
Hitachi Transport expected to book a one-time gain of $197m on its parent-only earnings in the year to March related to the share sale. It was still determining whether the share sale would have an impact on its consolidated earnings.
Shell considers selling a stake in Malampaya gas project.
Royal Dutch Shell plans to sell its 45% stake in the Malampaya gas-to-power project in the Philippines, a key power source for the country's main island of Luzon, Reuters reported.
The decision comes as Shell is looking to slash up to 40% off the cost of producing oil and gas in a major drive to save cash so it can overhaul its business and focus more on renewable energy and power markets.
“As part of an ongoing portfolio rationalisation to simplify and increase the resilience of its business, Shell is exploring its options with a view to divest its interest,” Malampaya.
Sunrise Capital closes Fund IV at $450m hard cap. (FS)
Sunrise Capital, a Japan-dedicated private equity firm, has closed its fourth fund at a hard cap of $450m, DealStreetAsia reported.
Operated by CLSA Capital Partners, Sunrise Capital IV received the backing of a host of financial institutions including funds of funds, endowments, foundations and family offices from Japan, wider Asia, North America and Europe. Apart from its new investors, Sunrise Capital IV also received around 82% of capital commitments from its existing investors.
"With this additional capital, we will continue to pursue our dedicated private equity strategy of acquiring well-established Japanese mid-cap companies with strong growth potential, and to focus on unique investment opportunities created by Covid-19," Megumi Kiyozuka, CLSA Capital Partners President and Representative Director.
Altara Venture launches $100m defund fund. (FS)
Altara Venture, a Singapore-based venture capital fund, launches $100m defund fund to focus on early-stage tech investments in Southeast Asia, DealStreetAsia reported.
"We think of Benchmark capital as an example of the type of firm that we aspire to be. This is a firm that has six general partners and they've been at it for the last 35 years or so, and have never raised more than $500m at any point in time. But they've consistently backed the top decile companies in every cycle," Gavin Teo, Altara Venture General Partner.
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