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AMERICAS
JetBlue Airways and Spirit Airlines are seeking an expedited appeal aimed at reversing a lower court ruling that blocked their merger, Reuters reported.
The airlines in a joint court filing asked the First US Circuit Court of Appeals to reverse the decision that they argue "disregards the benefits of the transaction to the majority of the flying public." The airlines said if the appeal is not expedited, the court may have no opportunity to review the decision because the merger agreement includes an outside closing date of July 24.
Spirit Airlines is advised by Barclays (led by Benjamin Metzger and Larry Hamdan), Morgan Stanley, Debevoise & Plimpton (led by Gregory V. Gooding and William Regner), Paul Weiss Rifkind Wharton & Garrison, FGS Global (led by Robin Weinberg), Okapi Partners (led by Jason Alexander). Financial advisers are advised by Skadden Arps Slate Meagher & Flom (led by Alexandra McCormack) and Sullivan & Cromwell (led by George J. Sampas). JetBlue Airways is advised by Goldman Sachs (led by Timothy Ingrassia), Shearman & Sterling (led by Derrick Lott and Daniel Litowitz), White & Case (led by Michael Smith, Daniel Nam, Eric Leicht and Elena Maria Millerman) and Kekst CNC (led by Lyndsey Estin). Goldman Sachs is advised by Cravath Swaine & Moore (led by Keith Hallam). Debt financing is provided by Bank of America and Goldman Sachs. Indigo Partners is advised by Lambert & Co (led by Jennifer Hurson). Frontier Airlines is advised by Citigroup, Latham & Watkins (led by Mark M. Bekheit, Anthony Richmond and Brian D. Paulson) and Joele Frank (led by Kelly Sullivan). Goldman Sachs is advised by Fried Frank Harris Shriver & Jacobson (led by Roy Tannenbaum).
HCSC, a member-owned health insurance company, agreed to acquire the medicare businesses and CareAllies from Cigna, a for-profit American multinational managed healthcare and insurance company, for $3.3bn.
"At HCSC, we have a long history of making it possible for people to achieve their best health, and we continue to drive innovations and improvements in health care. The acquisition will bring many opportunities to HCSC and its members – including a wider range of product offerings, robust clinical programs and a larger geographic reach. It builds on our commitment to expand access to quality, affordable care for people in all phases of their lives. We look forward to welcoming new members who will benefit from our proven community-first member and provider engagement model that values local relationships. We lead and operate with a deep sense of care and commitment that informs how we serve our members, engage in our communities and deliver differentiated value," Maurice Smith, HCSC CEO, President and Vice Chair.
HCSC is advised by Barclays, JP Morgan, Cravath Swaine & Moore, Foley & Lardner, O'Melveny & Myers and Reed Smith. Cigna is advised by Centerview Partners, Morgan Stanley, Mintz Levin, Rule Garza Howley, Sidley Austin and Wachtell Lipton Rosen & Katz (led by David Shapiro and Jenna E. Levine).
Washington Federal Bank and Luther Burbank jointly announced that they received the required regulatory approvals from the Federal Deposit Insurance Corporation and the Washington State Department of Financial Institutions for the acquisition.
"Our core strength has been our deep commitment to acting with integrity. We believe we have found a long-term partner in WaFd whose values align with ours, can offer our customers a wider range of technology-enabled financial solutions and expanded geographic footprint that will help our customers thrive," Simone Lagomarsino, Luther Burbank President and CEO.
Luther Burbank is advised by Piper Sandler and Holland & Knight. Washington Federal Bank is advised by Keefe Bruyette & Woods (led by Joseph Gulash) and Davis Wright Tremaine. Keefe Bruyette & Woods is advised by FisherBroyles (led by H.H. Sean Wee).
NexTier Bank and Mars Bank jointly announced that they have received all regulatory approvals, including approval from the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the Pennsylvania Department of Banking and Securities, necessary to complete the proposed merger.
"Our teams have been working diligently to ensure the merger transition is as smooth and simple as possible. We are pleased to have received all regulatory approvals, and this allows us to complete the merger process on-time as previously disclosed to Mars Bank customers," Clem Rosenberger, NexTier President and CEO.
Mars Bank is advised by D.A. Davidson & Co and Silver Freedman Taff & Tiernan. NexTier is advised by Janney Montgomery Scott and Alston & Bird (led by David Park and Mark Kanaly).
Black Diamond Capital Management, a privately held alternative asset management firm, agreed to acquire protective solutions business of Sonoco Products Company, an American provider of diversified consumer packaging, for $80m.
"We believe this divestiture builds on our previously articulated strategy to divest non-core assets and to refocus our efforts on core businesses to achieve greater scale, profitability, and market leadership. I personally would like to thank the entire Protective Solutions team for their years of delivering quality products and outstanding customer service on behalf of Sonoco. We know their knowledge, experience, and leadership will be greatly valued by their new owner and wish the entire team much continued success in the future," Howard Coker, Sonoco President and CEO.
Black Diamond Capital Management is advised by Greenberg Traurig. Sonoco Products Company is advised by Raymond James and Jones Day (led by Mary Alexander Myers and Darcy White).
Core & Main, a specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, agreed to acquire Dana Kepner, a distributor of water, wastewater, storm drainage, and geotextile products, from Littlejohn & Co, a private investment firm. Financial terms were not disclosed.
"The team at Dana Kepner recognizes the importance of providing local expertise to its customers in the waterworks industry. Like the Core & Main team, they add value by serving as knowledgeable and trusted advisors to municipalities and contractors. We are excited about this opportunity to extend our geographic reach, expand the range of products and services that we offer, and add key talent into our organization," Steve LeClair, Core & Main CEO.
Littlejohn & Co is advised by Houlihan Lokey, Gasthalter & Co (led by Nathaniel Garnick) and Sheppard Mullin Richter & Hampton.
Select Water Solutions, a provider of sustainable water and chemical solutions to the energy industry, completed the acquisition of the water infrastructure assets in the Haynesville Shale and Rockies regions for $90m.
"Select is the leader in delivering full life cycle water solutions to meet the growing need for long-term produced water management in the energy industry, and our recent acquisitions strengthen this position. The three acquisitions will bring additional contracted revenue and earnings power to our Water Infrastructure segment and strategically complement our existing water infrastructure networks in the Haynesville Shale and Rockies regions. With the additions of Iron Mountain and Tri-State Water's disposal operations, we have a tremendous opportunity to efficiently integrate these assets into our existing 60-plus mile gathering pipeline system in the Haynesville Shale, expanding our overall water handling capacity and extending the geographic footprint of the network," John Schmitz, President and CEO Chairman.
Select Water Solutions was advised by Dennard Lascar (led by Ken Dennard).
Blackhawk Network, a branded payment solutions provider, agreed to acquire Tango Card, a digital rewards, e-gifting and payments platform. Financial terms were not disclosed.
"Tango pioneered the digital-first reward experience through its powerful API, coupled with world-class service and exceptional breadth of global content, making it the perfect complement to BHN's global product portfolio. We have been a longtime partner to Tango and were also an early investor. We are thrilled with the opportunity to combine the best of BHN with the best of Tango to provide leading, global, scalable solutions and innovation to the rewards and incentives industry," Talbott Roche, BHN CEO and president.
Blackhawk Network is advised by The Fletcher Group.
Medical Mutual, an American mutual health insurance company, agreed to acquire Paramount Health, a health insurance company, from ProMedica, a non-profit health care system. Financial terms were not disclosed.
"This acquisition aligns two companies that share a lot more than just being headquartered in Ohio. We share a common vision — to help people live healthier. Paramount, like Medical Mutual, is renowned for its outstanding local care and excellent service. Having this quality organization join the Medical Mutual family of companies presents a unique opportunity to strengthen our position as a trusted healthcare navigator in Ohio," Steve Glass, Medical Mutual President and CEO.
ProMedica is advised by Jones Day (led by Lisa Han).
Byron Allen, an American businessman, film and television producer, agreed to acquire Paramount Global, an American multinational mass media and entertainment conglomerate, for $30bn.
"This $30bn offer, which includes debt and equity, is the best solution for all of the Paramount Global shareholders, and the bid should be taken seriously and pursued," Byron Allen.
Cardinal Health, a multinational healthcare services company, agreed to acquire Specialty Networks, a technology-enabled multi-specialty group purchasing and practice enhancement organization, for $1.2bn.
"Expanding in specialty is a top priority for us and we have been investing to expand our offering. The acquisition of Specialty Networks enhances our specialty strategy by providing new capabilities that strengthen the link between our downstream and upstream services, enabling us to create value for customers, manufacturer partners and patients," Jason Hollar, Cardinal Health CEO.
Cordia, an energy solutions provider, completed the acquisition of three microgrids and district energy systems in Allegheny County from Essential Utilities, a utility company, for $165m.
"We are excited to announce the successful completion of the acquisition of three cutting-edge energy systems in Allegheny County. These strategic acquisitions not only strengthen Cordia's presence in the Pittsburgh region but also emphasizes our commitment to supporting critical institutions with efficient and sustainable energy solutions," Earl Collins, Cordia CEO.
Corporate Technologies, a personalized IT solutions provider, completed the acquisition of NuMSP, an IT services and security solutions provider. Financial terms were not disclosed.
"The acquisition by Corporate Technologies provides a win-win opportunity for our customers and employees. Their focus on the SMB market, extensive technology service offerings, and service delivery teams were an ideal match for NuMSP," Brad Miller, NuMSP CEO.
Amazon's abandoned acquisition leaves iRobot in Carlyle debt straightjacket. (FS)
The collapse of iRobot's $1.4bn sale to Amazon will test the cash-strapped robot vacuum cleaner maker's ability to repay a $200m loan it took from private equity firm Carlyle Group last year, Reuters reported.
The Roomba vacuum maker said on January 29 it would lay off 31% of its roughly 1.1k employees and cut costs to save $150m or more, as the deal's demise in the hands of European antitrust regulators left it confronting plunging revenue and soaring losses.
David Rubenstein-led group in a deal to buy MLB’s Orioles. (FS)
Carlyle Group co-founder David Rubenstein and a consortium of investors agreed to buy the Baltimore Orioles baseball team from the Angelos family for $1.73bn, Bloomberg reported.
The group includes Ares Management co-founder Michael Arougheti and may also consist of Orioles legend Cal Ripken Jr. and other prominent Maryland figures. Rubenstein will be the “control person,” the term Major League Baseball uses for teams’ decision makers.
Cabot Properties closes its largest fund ever at $1.57bn. (FS)
Cabot Properties, a leading investor, developer and operator of logistics properties throughout the United States, Europe and Asia Pacific, today announced the final closing of Value Fund VII on $1.57bn of equity commitments, above its initial target of $1.5bn.
Fund VII represents Cabot’s largest fund to date, demonstrating the growth of Cabot’s industrial platform and the demand among institutions for access to the sector, which is supported by historically strong fundamentals. Investors in the fund comprise a diverse mix of global institutions including endowments, foundations, public and corporate pensions, asset managers, and family offices, among others.
EMEA
Greenoaks-backed Coupang, a global retailer listed on New York Stock Exchange, completed the acquisition of Farfetch, a global marketplace for the luxury fashion industry, for $500m.
"Farfetch is a landmark of the luxury landscape and has been a transformative force in demonstrating that online luxury is the future of luxury retail, Farfetch will rededicate itself to providing the most elevated experience for the world's most exclusive brands, while pursuing steady and thoughtful growth as a private company. We also see tremendous opportunities to redefine the customer experience for luxury clients everywhere," Bom Kim, Coupang Founder & CEO.
Farfetch was advised by Houlihan Lokey and Brunswick Group. Greenoaks was advised by FGS Global (led by Charlie Chichester).
Darling Ingredients, a developer and producer of sustainable natural ingredients, completed the acquisition of Miropasz, a poultry rendering company, for €110m ($119m).
"As Poland continues to take a pivotal role in poultry production to feed our world, Darling Ingredients is committed to providing essential services as our customers grow. This acquisition seamlessly integrates with Darling's existing three plants in central and western Poland and underscores our dedication to expanding our worldwide supply of low-carbon feedstocks," Randall C. Stuewe, Darling Ingredients Chairman and CEO.
Miropasz was advised by PricewaterhouseCoopers and Ponikowski Rzepka Kancelaria Prawna (led by Sebastian Ponikowski). Darling Ingredients was advised by Soltysinski Kawecki & Szlezak (led by Łukasz Berak).
Aros Bostad, a real estate company, agreed to acquire Besqab, a real estate development firm, for $178m.
"Through its significantly larger size, the merged company will have a stronger market position and also the capacity to take additional market shares. A merger will mean economies of scale regarding costs for a listed company and central administration. The merger is expected to result in a broader and more attractive customer offer," Aros Bostad.
McWin, a private investment firm, completed the acquisition of Sticks'n'Sushi, a Copenhagen-based restaurant and take-away group, from Maj Invest, an independent asset management company, for €80m ($87m).
"The restaurant sector is remarkably resilient in terms of customer demand. People continue to go out to eat regardless of the cycle, and as long as we are not actually in a physical lockdown, people will return to restaurants," Harry Goss, McWin Partner.
Iliad says Vodafone rejected a new offer for Italian unit.
Iliad said that Vodafone rejected a revised offer to combine the two companies’ Italian businesses, ending its bid to consolidate in one of Europe’s most competitive telecom markets, Bloomberg reported.
In its latest bid, Iliad offered Vodafone an additional €100m ($108m) in cash, for a total of €6.6bn ($7.1bn), and gave up its previous demand for options that would’ve given the French carrier a way to gain greater control over the proposed joint venture.
Saudi Arabia eyes reviving multibillion dollar Aramco share sale.
Saudi Arabia is considering plans to revive a follow-on offering in Aramco as soon as February, in a multibillion-dollar deal that’s likely to rank among the biggest share sales in recent years, Bloomberg reported.
The report follows the Saudi government's order on January 30 for Aramco to halt its oil expansion plan and to target a maximum sustained production capacity of 12m barrels per day, 1m bpd below a target announced in 2020.
Italy, KKR agree terms of bid for TIM's unit Sparkle. (FS)
Italy's Treasury and KKR have agreed the terms of the bid to be presented by KKR for Telecom Italia's submarine cable unit Sparkle, Reuters reported.
The offer is part of the broader agreement between private equity fund KKR and Prime Minister Giorgia Meloni's government to jointly take over TIM's fixed access infrastructure.
Germany prepares to sell big stake in nationalized Uniper.
The German government is in the early stages of preparing to sell a big block of shares in utility Uniper, unwinding a historic nationalization at the height of the energy crisis, Bloomberg reported.
Initial talks with potential advisers are under way. The government may offer the stake late this year or in 2025.
Vivendi is proposing to break up Bolloré’s media empire into four.
French billionaire Vincent Bolloré’s Vivendi is now formally proposing to break up the sprawling media and entertainment empire into four separately traded companies, Bloomberg reported.
Under a plan cleared by the company’s board on January 30, Vivendi would be split into film and TV studio Canal+, communications firm Havas, an investment business and an entity holding the company’s majority stake in Lagardere — the publishing group that also has travel retail operations — as well as Prisma Media.
UK blocks Abu Dhabi-backed firm from further tweaking Telegraph deal.
Britain on January 30 issued a legal order preventing an Abu Dhabi-backed group from making more changes to its proposed takeover of the Telegraph newspaper, days after eleventh hour adjustments by RedBird IMI group reset an ongoing regulatory process, Reuters reported.
The Telegraph and its sister title, the Spectator magazine, should not be integrated with any other enterprise and no organisational or management changes are to be made by RedBird IMI without government consent while a probe is carried out, the order said.
Monument Re owners sound out private equity for insurance group sale. (FS)
Monument Re's shareholders have launched a sale process that could see a private equity group take control of the company, Reuters reported.
US insurer Enstar Group, Monument Re Chairman Jonathan Yates and Caspar Berendsen, former financial services head at private equity firm Cinven, are expected to sell shares to a new majority investor, which will also inject fresh capital into the business.
Ex-Deutsche Bank executive seeks $800m for two Asia funds. (FS)
Templewater, an alternative investment firm co-founded by a former Deutsche Bank banker, is seeking as much as $800m for two funds in Asia, in what it calls a “challenging” market with fundraising close to a decade low, Bloomberg reported.
The new funds will target mid-sized firms in Asia and clean energy technology companies. The $1.7bn asset manager has started raising $400m to $500m for its second private equity fund, doubling its previous pool, and is seeking $300m for a decarbonization fund.
APAC
TotalEnergies, a French multinational integrated energy and petroleum company, agreed to acquire a 50% stake in SapuraOMV, an oil and gas firm, from OMV, an Austrian multinational integrated oil, gas and petrochemical company, for $903m.
"We are pleased to strengthen TotalEnergies' position in Malaysia by becoming shareholder of the independent gas producer SapuraOMV. Over the past few years, we have developed a strategic international partnership with Petronas, the national company of Malaysia. This transaction will anchor our future growth in the country and reinforce our partnership with Petronas. With their low production costs and low GHG intensity, SapuraOMV's assets will perfectly fit in TotalEnergies' portfolio and participate in meeting the growing demand of gas in Asia," Patrick Pouyanné, TotalEnergies Chairman and CEO.
OMV is advised by JP Morgan.
CapitaLand Investment, a real estate investment and management firm, and AIA, a Hong Kong-based multinational insurance and finance corporation, agreed to form a $333m joint venture, to recapitalise Grade A office building in Beijing.
"Despite a challenging fundraising and operating environment, we have successfully brought in AIA as a joint venture partner in Capital Square Beijing as part of our disciplined capital management. CLI's joint venture with AIA demonstrates the trust that capital partners have in our on-the-ground expertise to unlock value from our assets and deliver strong returns. This is the second time we are partnering with AIA in China, following their investment in one of our RMB funds in 2022," Puah Tze Shyang, CapitaLand Investment CEO.
KKR and Taeyoung to sell Ecorbit in a $2bn deal.
Global buyout firm KKR and South Korea’s Taeyoung Group are planning to sell their joint venture Ecorbit in a deal that could value the environment company at more than $2bn, DealStreetAsia reported.
The firms have mandated Citigroup and UBS to manage the sale process, which is expected to begin in the next couple of months.
China's Country Garden puts $570m London development up for sale. (RE)
Embattled Chinese property developer Country Garden has put its £450m ($570m) residential development in East London up for sale, as it presses ahead with asset disposals after a cash crunch, DealStreetAsia reported.
Property agent Knight Frank said it had been appointed by Risland UK, a subsidiary of Country Garden, to market the 1k-home Calico Wharf development site, where construction has yet to start, in the Poplar area of the city.
Singapore regulator begins in-depth review on Grab's acquisition of Trans-cab.
The Competition and Consumer Commission of Singapore said it has commenced an in-depth review of the proposed acquisition of Trans-cab, Singapore's third-largest taxi operator, by ride-hailing company Grab's unit, Reuters reported.
Nasdaq-listed Grab had in July announced its intention to acquire Trans-cab in a deal including a combined taxi and private-hire-vehicle fleet of more than 2,5k vehicles owned by Trans-cab.
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