Daily Review

Adtalem Global Education, an educational services provider, completed the acquisition of Walden University, a regionally accredited higher education institution, from Laureate Education, a university operation services provider, for $1.5bn.

“The acquisition of Walden is a pivotal step in expanding our scale as a leading workforce solutions provider. By expanding access to education, through complementary programs and offerings, and enhanced capabilities, we are better positioned to address critical workforce shortages and health inequities, improve patient outcomes and ultimately strengthen the resilience of the healthcare ecosystem,” Lisa Wardell, Adtalem Chairman and CEO.

Laureate Education was advised by Goldman Sachs, Faegre Drinker Biddle & Reath, Jones Day, Simpson Thacher & Bartlett and Kekst CNC. Goldman Sachs was advised by Cravath Swaine & Moore. Adtalem was advised by BMO Capital Markets, Morgan Stanley, Covington & Burling and Brunswick Group. Financial advisors of Adtalem were advised by McGuireWoods. Debt financing to Adtalem was provided by Barclays, Credit Suisse, Mitsubishi UFJ Financial Group and Morgan Stanley. 

Realty Income, a real estate investment trust, and VEREIT, a full-service real estate operating company, announced that the stockholders of both companies approved all of the proposals necessary for the closing of the previously announced merger. 

The merger is subject to customary closing conditions and is expected to close during the fourth quarter of 2021. Under the terms of the merger agreement, VEREIT shareholders will receive 0.705 shares of Realty Income stock for every share of VEREIT stock they own immediately prior to the effective time of the merger.

VEREIT is advised by JP Morgan and Wachtell Lipton Rosen & Katz. JP Morgan is advised by Cravath Swaine & Moore. Realty Income is advised by Moelis & Co, Wells Fargo Securities and Latham & Watkins. Financial advisors of Realty Income are advised by Alston & Bird. 

NavSight Holdings, a special purpose acquisition company, announced that its stockholders approved all proposals related to the previously announced $1.6bn merger with Spire Global, a provider of space-based data, analytics and space services. 

The closing of the business combination is anticipated to occur on August 16, 2021. Following closing, the combined company will be known as Spire Global and is expected to trade on the New York Stock Exchange under the new ticker symbol “SPIR”.

Spire Global is advised by Bank of America, Wilson Sonsini Goodrich & Rosati and ICR. Bank of America is advised by Sullivan & Cromwell. Navisight Holdings is advised by Credit Suisse and Venable. Credit Suisse is advised by Shearman & Sterling. 

Bowline Energy, an oil and gas company, completed the acquisition of Williston Basin assets of Nine Point Energy, an oil and gas company. Financial terms were not disclosed.

The purchase of the Nine Point assets gives Bowline a strong production base and steady cash flows. Coupling these attributes with Bowline's sound balance sheet, the company expects to commence a development program, funded out of cash flows, and begin evaluating strategic M&A opportunities in the near future.

Bowline Energy was advised by Houlihan Lokey and Proskauer Rose. Nine Point Energy was advised by AlixPartners, Perella Weinberg Partners, Tudor Pickering Holt, Jones Day and Latham & Watkins.

Authentic Brands Group, a brand management company, agreed to acquire Reebok, a manufacturer, distributor and retailer of sports apparel, from Adidas, a multinational corporation which designs and manufactures footwear, apparel, and accessories, for $2.46bn. BlackRock, General Atlantic and Leonard Green & Partners also play an instrumental role in this partnership. The transaction, which is expected to close in the first quarter of 2022, is subject to customary closing conditions, including regulatory approval.

"We've had our sights set on Reebok for many years, and we're excited to finally bring this iconic brand into the fold. Reebok not only holds a special place in the minds and hearts of consumers around the world, but the brand also has expansive global distribution. adidas has been an incredible steward of the Reebok brand, and we look forward to working with the Reebok team to continue their great work and further its position as one of the world's leading consumer brands," Jamie Salter, ABG Founder, Chairman and CEO.

Authentic Brands Group is advised by KPMG, Bank of America, Goldman Sachs and Latham & Watkins. Adidas is advised by JP Morgan and Hengeler Mueller. 

Fundamental Advisors, an alternative asset management firm, completed the acquisition of MMA Capital, an infrastructure finance company focused on providing debt financing for renewable energy projects, for $162m.

"This is an exciting next step for the unique business we have been building, and we could not have asked for a better platform to support our team and our customers in the next phase of our evolution. In the next decade, the demand for solar installations is expected to grow rapidly. We are confident this transaction will enhance our capability to offer more efficient and flexible financing solutions across a broader array of renewable energy asset classes to meet the needs of existing and new customers alike," Bob Hopper, MMA Capital Managing Director.

MMA Capital was advised by TD Securities, Gallagher Evelius & Jones and King & Spalding. Fundamental Advisors was advised by Houlihan Lokey, Sidley Austin and Joele Frank.

Trusted Media Brands, an American multi-platform media and publishing company, completed the acquisition of Jukin Media, an entertainment company. Financial terms were not disclosed.

"Trusted Media Brands' powerful network of brand relationships, our growing portfolio of community-driven lifestyle media brands and our proprietary first-party data platform, together with Jukin Media's social media, video production and streaming TV acumen, are positioning us for our future and fueling significant opportunity for long-term growth. Our audience benefits from an even broader array of engaging content to fuel their favorite pastimes, and our collective capabilities provide our advertising partners with increased revenue-driving opportunities and a wider audience base across emergent and established platforms," Bonnie Kintzer, Trusted Media Brands CEO and President.

Jukin Media was advised by Houlihan Lokey and Paul Hastings. Trusted Media Brands was advised by Progress Partners, Latham & Watkins and Kite Hill. 

SEACOR Holdings, a provider of marine transportation services, completed the acquisition of US Shipping, a provider of long-haul marine transportation services. Financial terms were not disclosed. 

"We believe that this transaction will provide our existing customers, in particular those moving chemical parcels, with access to an expanded, modern, and highly capable fleet of vessels and an operations team with a proven dedication to safety and customer service," Albert Bergeron, USSC former CEO.

US Shipping was advised by Jefferies & Company, Akin Gump Strauss Hauer & Feld and Norton Rose Fulbright. SEACOR was advised by Milbank. 

Lojas Americanas, a Brazilian retail chain, agreed to acquire Hortifruti Natural da Terra, a fresh food retail chain, from Partners Group, a private equity firm, for $459m.

"We are extremely proud of our successful work with Hortifruti Natural da Terra. During our ownership period, we transformed a family business into a fully professional enterprise, significantly improving the quality of management, processes, and systems. We have built a strong foundation for Hortifruti to enter its next phase of growth and believe it is the ideal time to exit the business on behalf of our clients. We are confident that Americanas is the right institutional partner for all stakeholders to advance the company, given its omnichannel ecosystem capabilities, which will allow Hortifruti to accelerate both its brick-and-mortar and digital growth. We look forward to seeing the business and its employees continue on this upward trajectory going forward," Tiago Andrade, Partners Group Head of Sao Paulo, Private Equity.

Partners Group is advised by Alvarez & Marsal, JP Morgan and Lefosse Advogados. 

Recro Pharma, a contract development and manufacturing organization, agreed to acquire IRISYS, a provider of contract pharmaceutical product development and manufacturing services, for c.$50m.

"Adding the personnel, facilities, capabilities and global customer base of IRISYS advances each of these goals and positions Recro for sustainable, profitable growth moving forward. We welcome the members of the IRISYS team to the Recro family and are eager to begin implementing the integration of the companies," David Enloe, Recro President and CEO.

IRISYS is advised by Bailey Southwell. Recro Pharma is advised by William Blair & Co and Vida Strategic Partners. 

ArcLight Capital Partners, a private equity firm, agreed to acquire the 6750MW generation portfolio of Public Service Enterprise Group, a publicly traded diversified energy company, for $1.92bn. The transaction is expected to close late in the fourth quarter of 2021 or in the first quarter of 2022.

The divestment is in line with PSEG's goal to realize a more predictable earnings profile, and help evolve toward a clean energy infrastructure-focused company that will enable its increasingly low-carbon economy.

ArcLight is advised by Latham & Watkins. 

The Riverside Company, a global private investor, completed the acquisition of the fire protection division from Oxarc, a provider of welding and industrial supplies, safety products & training. Financial terms were not disclosed. 

"Acquiring the fire protection division of Oxarc further reinforces our aggressive add-on strategy for PSI. The company complements PSI well and further establishes PSI as a leader in the Pacific Northwest and Mountain West region of the US," Loren Schlachet, Riverside Managing Partner.

The Riverside Company was advised by Jones Day. 

MERGE, a storytelling technology company, agreed to acquire Blue Moon Digital, a digital marketing consultancy. Financial terms were not disclosed. 

"Through the lens of our retail and digital clients, we have seen an increased demand for eCommerce and performance marketing solutions that combine storytelling and technology in one integrated platform. As sophistication and content volume proves to be effective at driving traffic, joining forces with MERGE offers access to more talents ranging from poets to PhDs that will help elevate the results we can deliver to clients as they seek to capture more market share," Cindy Brown, Blue Moon Digital CEO.

Blue Moon Digital is advised by Garros Group.

Sequoia Capital led a $750m Series G funding round in Chime Financial, a financial technology company which provides fee-free mobile banking services, valuing the firm at $25bn. The round was joined by SoftBank Vision Fund 2, General Atlantic, Tiger Global Management and Dragoneer Investment Group.

The funding round positions Chime for a potential IPO in the first half of 2022. Additionally, the funds will be used to scale its operations and launch new products and services.

Institutional Venture Partners and Insight Partners led a $130m Series B funding round in TaxBit, a tax and accounting software provider. Additional investors include Tiger Global, Paradigm, 9Yards Capital, Sapphire Ventures, Madrona Venture Group, and Anthony Pompliano.

"Tax reporting requirements make TaxBit a 'must have' for both crypto-native companies as well as traditional financial services companies as they increasingly embrace crypto. TaxBit has emerged as the clear market leader in its offering to enterprises and tax authorities. It is a privilege to partner with Austin and the TaxBit team on their next phase of growth," Tom Loverro, IVP General Partner.

Benvic Group, a supplier of thermoplastic solutions, agreed to acquire Chemres, a global supplier of commodity and engineering resins. Financial terms were not disclosed. 

"Our shared culture for performance and innovation will enable us to develop new business and technical synergies, and provide us with an exciting strategic opportunity in the US market. We look forward to work closely with the management team of Chemres in the coming years to expand our operations in North America and grow our polymer expertise across sectors and in particular in the medical sector. This acquisition is an important step forward in Benvic becoming a global leader in compounding," Luc Mertens, Benvic Group CEO.

 

California weed supplier HERBL is in talks to go public by merging with blank check company BGP Acquisition, at a valuation of about $600m. By merging with BGP, HERBL’s shares will be listed on the NEO exchange in Canada.

HERBL, has seen its post-merger enterprise value cut to between $450m and $500m in recent weeks, from over $630m in the original agreement reached with BGP around June. That would translate to an equity valuation of about $600m, down from around $800m in the previous agreement, Reuters reported.

 

 

Carlyle Group-backed Madero Industria e Comercio, a Brazilian restaurant chain, is seeking a valuation of $1.3bn in its IPO. 

Madero plans to raise about $228m with the sare sale. Some of the existing investors would also sell some of their stake. The restaurant chain is hoping to bounce back as Brazil advances vaccinations and lifts Covid-19 restrictions. 

Madero is advised by BTG Pactual, Bank of America, Banco Bradesco, Banco Itau, UBS and JP Morgan.

Armada Acquisition, a special purposes acquisition company, announced today that it priced its initial public offering of 15m unit at $10 per unit. The units have been listed on the Nasdaq Global Market and trade under the ticker symbol "AACIU".

Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share. Only whole warrants are exercisable and will trade. Once the securities comprising the units begin separate trading, shares of the common stock and warrants are expected to be listed on Nasdaq under the symbols “AACI” and “AACIW”, respectively.

Armada Acquisition is advised by Northland Securities and Cohen & Company. 

Sageview Capital, a private investment firm focused on providing growth capital and operational support to tech-enabled businesses, has held the final closing of Sageview Capital Partners III.

The fund exceeded its target of $600m and was oversubscribed, closing at $710m. Consistent with prior funds, the Sageview Capital team is the largest single investor in Fund III, creating strong alignment with the firm’s investors and the entrepreneurs it backs.

"We are grateful for the support received from both our existing and new investors and look forward to executing our proven investment strategy. The Fund has already made six compelling investments. We are currently evaluating many more, each with the potential to realise strong returns for our investors and all stakeholders,” Scott Stuart, Sageview Capital Co-Founder and Managing Partner.

SGT Capital, a private equity firm, agreed to acquire Utimaco, a provider of professional cybersecurity solutions, from EQT, a global investment firm. The transaction is subject to regulatory conditions and approvals and is expected to close in Q4 2021. Financial terms were not disclosed. 

"In the last years, we have built a global platform leader for trusted cybersecurity solutions, providing the highest level of security and compliance to the world's largest corporates and governments. We look forward to the next phase of growth together with SGT Capital," Stefan Auerbach, Utimaco CEO.

SGT Capital is advised by Ernst & Young and Willkie Farr & Gallagher. Debt financing to SGT Capital is provided by Bain Capital. 

DPD UK, a parcel delivery network, agreed to acquire CitySprint, a premier same day delivery company, from LDC. Financial terms were not disclosed. This transaction is subject to approval by the Competition and Markets Authority and is expected to complete later this year. 

"We are pleased to be joining DPDgroup and excited about the new opportunities for growth this will bring. Our two businesses are experts in their respective fields, with very complementary offers. This move is testament to both the continued strong demand for same day delivery and our successful growth strategy. We look forward to working with DPDgroup to explore new opportunities for our same day expertise and services," Gary West, CitySprint CEO.

CitySprint is advised by Rothschild & Co and Firstlight PR. 

Arthur J. Gallagher, an American global insurance brokerage and risk management services firm, agreed to acquire the treaty reinsurance brokerage operations of Willis Towers Watson, a risk management, insurance brokerage and advisory company, for $4bn, consisting of $3.25bn in cash upfront and potential additional consideration of $750m subject to certain third-year revenue targets. The transaction is anticipated to close no later than the end of the first quarter of 2022, subject to regulatory approvals.

"Broadening our reinsurance brokerage offerings has been a strategic objective at Gallagher and this acquisition will significantly enhance our global value proposition. We were very impressed with the Willis Towers Watson reinsurance professionals we met during our initial due diligence and strongly believe a combination will significantly enhance our offerings to clients and prospects. I look forward to welcoming the 2,200 new colleagues joining us as part of this transaction to our growing Gallagher family of professionals," J. Patrick Gallagher, Jr., Arthur J. Gallagher Chairman, President and CEO.

Arthur J. Gallagher is advised by Morgan Stanley. 

 

KBR, an engineering, construction, and services company, agreed to acquire Frazer-Nash Consultancy, an engineering consulting company, from Babcock International Group, a British aerospace, defence and nuclear engineering services company, for £293m ($405m).

 

“We are making real progress on our plan to streamline and focus the group on our key markets. Divesting at least £400m ($553m) of businesses in our targeted disposals programme will enable us to reduce complexity and increase our focus as we return Babcock to strength. Frazer-Nash Consultancy is a good fit for KBR, and I wish them every success in growing the business further," David Lockwood, Babcock CEO.

Babcock is advised by Rothschild & Co.

Busch Vacuum Solutions, a manufacturer of vacuum pumps, completed the acquisition of Vacuum Furnace Engineering, a manufacturer of furnaces and pumps, from Longacre Group, a private equity firm. Financial terms were not disclosed.

“Under Busch’s ownership, we look forward to serving our customers with extended product offerings, best practices and Busch’s global service network. This will maximise the value that we offer and will help more Customers improve their operations," David Byrne VFE CEO.

Longacre Group was advised by Rothschild & Co. 

Canada Pension Plan Investment Board-backed Arqiva, a British telecommunications company, is preparing to sell its remaining operations, which could be valued at about $3.5bn, Bloomberg reported.

Arqiva is working with an adviser to solicit bids. Indicative offers are expected next month and a sale could draw both private equity and strategic suitors.

Its portfolio now mostly consists of broadcasting towers, as well as a smart meter business, after it agreed to sell its UK telecom masts to Cellnex Telecom in 2019.

Serie A, Italy’s top soccer league, is reviving preliminary talks to sell a $2bn stake to an investor group after failing to act on the deal earlier this year. The talks also involve a credit line of about $1.4bn.

The Serie A board will gather and is expected to informally restart talks that could let Advent International, Italy’s FSI and CVC Capital Partners buy a 10% stake in a new media arm of the league.

Delivery Hero said it was not considering making an offer for its British rival Deliveroo, days after the German company acquired a 5.09% stake in the London-listed online food delivery company.

Delivery Hero cannot bid for Deliveroo for six months, according to British takeover rules, but the Frankfurt-listed company said it could choose to make an offer with the agreement of Deliveroo's board and under some other circumstances, Reuters reported. 

Future, one of the London stock market's biggest media groups, is in advanced talks to acquire a substantial number of its most prominent titles of Dennis Publishing, the owner of current affairs magazine The Week, in a £300m ($415m) deal.

It is expected to see Future acquiring The Week, its sister title aimed at younger readers and a US edition that will form part of the company's broader efforts to build sales on the other side of the Atlantic.

Future is also expected to pounce on Dennis-owned magazines such as MoneyWeek and Kiplinger's Personal Finance, which will be added to the London-listed group's recently formed finance division. The deal will include a number of technology-related titles, although Future will not acquire Viz, the satirical magazine, as part of it, Sky News reported.

 

Country Garden Services, a residential property managers company, completed the acquisition of Sichuan Languang Justbon Services, a property management firm, for HK$5.9bn ($760m).

Sichuan Languang Justbon Services was delisted on completion of the transaction.

Sichuan Languang was advised by Gram Capital and Huatai Financial. Country Garden was advised by JP Morgan. JP Morgan was advised by Kirkland & Ellis.

Partners Group, a private equity firm, agreed to acquire a majority stake in Atria Convergence Technologies, an Indian telecommunications company, from Argan (Mauritius) and TA Associates at a $1.2bn valuation. The transaction is subject to customary closing conditions, including clearance by the relevant merger control authorities.

"ACT is on the frontline of digitization in India, providing fast, reliable broadband to millions of homes in the country. The company is an excellent opportunity for us to support the transformation of a growing business through expansion into new markets and development of new product offerings. As existing investors, we have followed ACT's journey for several years and have been impressed with Bala and his team's strategic vision, and their commitment to customer satisfaction, which converges with our focus on operational excellence," Manas Tandon, Partners Group Managing Director, Private Equity.

Argan is advised by True North Advisors.

Permira Advisers, Affinity Equity Partners and GS Retail, an operator of a chain of retail stores, agreed to acquire Yogiyo, a mobile and online food delivery platform, from Delivery Hero, an online food-delivery service, for $685m. The closing of the transaction is expected before the end of 2021.

The acquisition will create synergy by integrating GS Retail's 16k retail outlets, including convenience stores, with Yogiyo's online delivery business.