EMEA
Apollo reached the agreement with RPC Group’s pension trustees.
Agreement provides mitigation for the impact of the acquisition on the RPC Containers Scheme by way of additional cash contributions of £5.2m ($6.8m) per annum for a period of five years and nine months (increasing with effect from 1 April 2020 by 3% per annum) and £25m ($33m) in security over real estate assets reducing on a straight-line basis to £12m ($16m) from September 2024. The trustees of the RPC Containers Scheme have confirmed that, having regard to the information and mitigation provided, the Acquisition is not materially detrimental to the security of members' benefits under the RPC Containers Scheme.
RPC was advised by Deutsche Bank, Jefferies, Credit Suisse, Evercore, Rothschild, Slaughter & May and FTI Consulting. Apollo was advised by BNP, Barclays, Citigroup, HSBC, Paul Weiss Rifkind Wharton & Garrison, Sullivan & Cromwell and Maitland. Davis Polk advised Barclays and Citigroup.
LetterOne announced a €300m voluntary tender offer and €500m conditional capital increase in Spanish retailer DIA.
L1 Retail, international investment business and part of LetterOne Group, and owner of 29% of DIA, the Spanish food retailer, today announced a voluntary tender offer and comprehensive rescue plan to secure the future of DIA. L1 Retail is committed to supporting a €500m capital increase following the successful completion of its VTO. Offer values DIA at more than €400m ($457m).
The L1 Retail rescue plan, ‘MAKE DIA A CHAMPION', consists of three integrated components. First, a VTO for the acquisition of all the shares in DIA that it does not already own at a price of €0.67 ($0.77) per share, a significant premium of 56.1% to the closing price on 4 February 2019. Second, a commitment to support a capital increase of €500m to achieve a viable long-term capital structure, which is conditional upon the completion of the VTO and reaching a satisfactory agreement with DIA's lending banks. Third, a comprehensive six-pillar transformation plan led and overseen by L1 Retail, which is expected to deliver a turnaround of the business over the next five years.
Estudio de Comunicacion and Camarco are PR advisors to LetterOne.
Cathay Capital to acquire a significant minority stake in Finance Active.
Cathay Capital acquired a significant minority stake in Finance Active, a digital finance solutions provider, to fast-forward its international growth. As part of the transaction, Capzanine will be selling its minority stake in the company. The transaction involves a major investment of Jacques Descourtieux and Patrice Chatard, the founders, as well as the entry into the capital of Finance Active of new key managers. Financial terms were not disclosed.
Cathay Capital will leverage its know-how and ecosystem to accelerate Finance Active's international development, grow its client portfolio and help the company become a global leader.
Edouard Moinet, Managing Partner at Cathay Capital: "Finance Active is at the forefront of the digital transformation of finance. The company, its management team and its services consistently receive outstanding feedback from its stakeholders. We are very excited to now support Finance Active in the acceleration of its development and serving as a catalyser in the company's path to become a global leader in debt management solutions."
Deloitte, PMSI Strategy, Natixis Partners and Volt Associes acted as advisors to Finance Active. Oderis, Indefi and Hogan Lovells acted as advisors to Cathay Capital.
Main Capital portfolio company GoConnectIT, a software provider for the infrastructure industry, has acquired Swiss Knife, a provider of cloud-based software to the glass fibre sector.
The acquisition is GoConnectIT's second since Main Capital acquired a majority stake. The company acquired a competitor, Geodan van den Berg, in November 2018. The joint goal of GOconnectIT, Geodan van den Berg and Swiss Knife group is to facilitate contractors and network operators, telco's and government agencies with smart (mobile) solutions and a broad product portfolio.
TriSpan acquired sk:n from Graphite Capital.
TriSpan has completed the acquisition of UK skincare specialist Lasercare Clinics, trading as sk:n, from Graphite Capital. Terms of the transaction have not been disclosed.
Sk:n CEO, Darren Grassby, said: "sk:n is an ambitious brand with exciting plans to grow over the coming years and TriSpan's strategic approach is a perfect fit for our business. We're very excited to take sk:n to the next level and confident that the combination of our highly experienced team with TriSpan's experience in rollouts, plus its network and its international exposure will enable us to propel the business forward."
Fleet Street Communications acted as PR advisor to TriSpan.
Germany's NordLB turns down $1bn bid from Cerberus and Centerbridge.
German shipping lender NordLB has turned down a $1bn bid from Cerberus Capital Management and Centerbridge Partners, it said. The struggling lender recently reached an agreement to sell 263 ships portfolio for around €2.7bn ($3.1bn) to an unnamed investor.
THCP closes the third fund at €540m.
Three Hills Capital Partners held the final close of its third fund, Three Hills Capital Solutions III at its hard cap of €540m ($618m) after exceeding the original target of €400m ($458m) at the first closing in September.
THCP's third fund has attracted over half of its support from new institutional investors across Europe, North America and Australasia with the remaining capital coming from the ongoing support of its strategic investor base of highly connected families and high-net-worth individuals.
Three Hills Capital Partners was advised by Rede Partners, independent fundraising and secondaries advisor to the private equity industry.
AMERICAS
Papa John's picks Starboard $200m investment over founder's.
Papa John's International entered into a securities purchase agreement with Starboard Value under which Starboard is making a $200m strategic investment in the Company with the option to make an additional $50m investment through March 29, 2019. Papa John's International's founder John Schnatter said the pizza chain rejected an investment offer of up to $250m from him.
"Our agreement with Starboard concludes a comprehensive strategic review conducted over the past five months to better position Papa John's for growth, improve the Company's financial performance and serve the best interests of our stakeholders. This transaction provides the Company with financial resources and strong and experienced directors on the Board in order to position the Company for success over the long term. We believe we have found terrific partners to advance Papa John's strategy, especially given their record of reinvigorating and growing premier restaurant and consumer brand companies," said Olivia Kirtley, a member of the Special Committee and most recently Chairman of the Papa John's Board.
Lazard and BofA Merrill Lynch are acting as financial advisors, Akin Gump Strauss Hauer & Feld, Hogan Lovells are legal counsels to Papa John's.
Eldridge Industries increased its investment in Maranon Capital, an investment firm focused on private credit investments in middle market companies, and is now holding a majority ownership position. Financial terms were not disclosed.
Eldridge will acquire the additional stake from Maranon's co-founder and Managing Director Tom Gregory, who has decided to transition to an advisory role. In addition to the equity investment, affiliates of Eldridge have made further commitments to Maranon's platform, which will support Maranon's ongoing strategic initiatives, including expanding the company's underwriting and hold capability.
"Since establishing our partnership with Eldridge in 2015, we've invested over $3.7bn in 150 transactions," said Ian Larkin, Maranon co-founder and Managing Director. "The expanded partnership will further advance our presence as a leader in middle-market private credit."
Boss is a leader in power take-off and engine driven rotary screw air technology, offering a full line of vehicle-integrated compressors as well as vapor recovery systems. Financial terms were not disclosed.
Paul Ciolino, Operating Partner at Wynnchurch, said, "Boss has built a market-leading reputation that uniquely addresses its customer's needs through innovative design, proven quality, and unmatched reliability. We are excited to partner with Todd and his team to build on the Company's impressive track record of growth." Chris O'Brien, Managing Partner at Wynnchurch, added, "We believe that the Company's industry-leading product portfolio, combined with Wynnchurch's experience, positions Boss for continued success."
L Catterton invests in Femme.
The Latin America fund of L Catterton has invested in FEMME – Laboratório da Mulher. Femme, of São Paulo, offers women diagnostic gynecology, ultrasound, fetal medicine, breast imaging, genetics, pathology lab and blood tests. L Catterton's investment will be used to support and accelerate FEMME's expansion and growth in Brazil. Financial terms were not announced.
"We see tremendous potential in FEMME as a curated experience offering best in class doctors, equipment and service at affordable prices to their patients," said Julio Babecki, Managing Partner, L Catterton Latin America. "We are thrilled about this opportunity and, as the population continues to prioritize their health, we are confident FEMME will be another great success story in the developing healthcare category."
Willis Towers Watson, a leading global advisory, broking and solutions company, completed its acquisition of Integra Capital, a Canadian investment management company. Integra Capital is now a wholly owned subsidiary of Willis Towers Watson. Financial terms were not disclosed.
"Our multiyear partnership with Integra Capital has been successful in delivering exceptional delegated solutions to clients," said Kemp Ross, global head of Delegated Investment Solutions, Willis Towers Watson. "We are excited to formally bring the Integra Capital team into Willis Towers Watson, build on this positive momentum and further penetrate the market."
GTCR acquired and merged The Gemini Companies and Ultimus Fund Solutions, two mutual fund companies. No financial terms were disclosed. The newly combined company will operate as Ultimus Fund Solutions and be a provider of full-service fund administration, accounting and investor solutions to traditional and alternative fund managers.
Collin Roche, Managing Director at GTCR, said: "We believe each company brings expertise and competencies that are distinctive in the market and are highly complementary to one another. Together, they represent a leading fund administrator, with significant technological capabilities and a strong client service offering. Our plans going forward are to continue to invest heavily in technology and further expand product offerings and solutions for current and future clients."
Raymond James advised The Gemini Companies. GTCR was advised by Broadhaven Capital Partners and Latham & Watkins.
Abu Dhabi's Mubadala sells a $842m stake in chipmaker AMD.
The Abu Dhabi's state fund Mubadala has sold 34.9m common equity shares, with a market value of about $842m based on ADM’s Monday closing price.
Mubadala will continue to be a major shareholder in the global semiconductor firm after the transaction, with ownership of about 6.9%, once the 75m warrants are converted to common equity shares. Converting the warrants will provide AMD with $449m, Mubadala said in a statement.
TSG raises $4bn for the eighth fund.
TSG Consumer Partners has closed its eighth flagship vehicle at $4bn, exceeding the $2.5bn that the San Francisco-based firm raised in total for TSG7 A and B in 2015. TSG's latest fund will reportedly make investments between $200m and $800m. Founded in 1987, TSG typically targets a wide range of verticals in the consumer space.
NMS Capital closes third PE fund at $450m.
Investors NMS Fund III, included public and corporate pension funds, foundations, family offices and other institutional investors in the U.S. and abroad. The firm's previous investment fund, NMS Fund II, had commitments of $252m.
APAC
Everstone-backed non-banking financial company IndoStar Capital Finance agreed to acquire the commercial vehicle financing business of India Infoline Finance, a subsidiary of IIFL Holdings. Financial details of the acquisition were not disclosed.
This acquisition would catapult IndoStar into becoming a leading player in the attractive high growth CV financing space and help it to build a diversified profitable lending book with a product mix comprising CV finance, corporate lending, SME business loans and affordable housing loans, it said in a statement.
"This strategic acquisition, which is profit accretive from day one, helps IndoStar to significantly accelerate timelines in achieving our goal of becoming the leading retail finance NBFC having a diversified and profitable asset book with strong growth prospects," R. Sridhar, executive vice-chairman & CEO, IndoStar Capital said.
TPG Growth would invest $30m in Solara Active Pharma, a leading global manufacturer of active pharmaceutical ingredients with a network of customers including several top global generic companies in the US and Europe.
"We are excited about partnering with Arun Kumar and the Solara management team to build the company as a leading global API business and expand on our global healthcare efforts," said Matthew Hobart, Senior Partner and Head of Healthcare Investing, TPG Growth. "This is a unique opportunity, and Solara is poised for success given its regulated market capability, strong customer base and leadership in key molecules."
Rothschild & Co acted as financial advisor to TPG Growth.
Warehouse operator GLP sells five properties in Japan for $821m.
Singaporean warehouse giant GLP has sold five properties in Japan for approximately JPY89.8bn ($821m) from GLP Japan Development Venture I as part of its capital recycling strategy. Tokyo-listed Japanese real estate investment trust, GLP J-REIT, has obtained a right of the first look on the sale assets via a bridge scheme. Under the bridge scheme, special purpose companies affiliated with Mizuho Securities will hold the assets for an interim period.
"This transaction is consistent with GLP's capital recycling strategy aimed at enhancing value for GLP and our partners. It also highlights the embedded value of GLP's development pipeline and how we are able to leverage our fund management platform to unlock value and generate the best possible returns," said Ming Mei, co-founder and CEO of GLP.
Blackstone acquired nearly 80% stake in Wadhawan Global's Aadhar Housing Finance.
Wadhawan Global Capital, a parent of an Indian mortgage lender hit by allegations of financial irregularities, sold its stake in another unit to funds managed by Blackstone. Wadhawan Global sold its 70% holding in Aadhar Housing Finance. Its unit Dewan Housing Finance also sold its 9.2% Aadhar stake as part of the same transaction. Financial terms weren't officially disclosed.
Blackstone bought the Aadhar stake for about INR27bn ($379m), the Economic Times reported. International Finance Corp., the investment arm of the World Bank, holds about 17% of Aadhar, according to the report.
"The transaction with Blackstone is a part of our multi-pronged strategy to reduce the corporate debt levels and strengthen our balance sheet," Chairman Kapil Wadhawan said in the statement.
KKR to prioritize Asia in 2019.
The focus is on building the non-private equity businesses - private credit, real estate and infrastructure - in Asia, KKR's Co-President and Co-COO Scott Nuttall said on the firm's fourth-quarter earnings call. He added that KKR sees opportunities for credit in Australia and South-East Asia, and real estate in North Asia.
The firm invested more than $800m in Asia private equity in the last year, roughly 20% of the $4.3bn it spent via the asset class globally in 2018.
India's UPL open to buy back ADIA and TPG stakes in Arysta.
Agrochemicals firm UPL may buy back the stakes of Abu Dhabi Investment Authority and TPG Capital, which helped the Mumbai-based company acquire Arysta LifeScience for a record $4.2bn, after the expiry of a three-year lock-in period.
ADIA and TPG have partnered UPL Corp.'s acquisition of Arysta, which closed on Monday. As per the tripartite agreement, ADIA and TPG Capital Asia invested $1.2bn ($600m each) for a 22% combined shareholding in UPL Corp., a unit of listed parent UPL, to facilitate UPL Corp.'s acquisition of Arysta.
"Suppose TPG and ADIA have a stake in a step-down subsidiary, they have a lock-in period of three years. They can exit after that. If they sell to any other PE, we have right of first refusal. They have an option to list the entity also" said Anand Vora, UPL's global CFO.
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