AMERICAS
Starboard Value Acquisition, a special purpose acquisition company, agreed to merge with Cyxtera Technologies, a retail colocation and interconnection services, in a $3.4bn deal. The company will receive $654m of proceeds from a $250m PIPE along with $404m of cash held in trust. The PIPE includes commitments from investors including Fidelity Management & Research, and clients of Starboard. The current owners of Cyxtera will retain c. 58% ownership of the combined company. Investors BC Partners and Medina Capital, will roll 100% of current equity stakes into the combined company.
"By merging with SVAC, we are able to accelerate our plans to drive high-margin growth by increasing utilization of our existing assets, developing innovative product offerings, and expanding our global footprint. Our management team's experience in successfully building and operating a publicly traded data center company with a significant presence in international markets ensures that the additional capital will be efficiently allocated to effectively build on our world-class platform, accelerate growth, and create long-term shareholder value," Nelson Fonseca, Cyxtera CEO.
Cyxtera is advised by Citigroup, JP Morgan, Morgan Stanley, RBC Capital Markets, UBS and Latham & Watkins. SVAC is advised by Cowen & Company, Stifel, UBS, Akin Gump Strauss Hauer & Feld, Hughes Hubbard & Reed and Gagnier Communications. BC Partners is advised by Prosek Partners.
Ceres Acquisition, a special purpose acquisition company, agreed to merge with Parallel, a multi-state cannabis operator, in a $1.9bn deal. In addition, a group of investors, led by Ceres and Parallel, committed to participate in the transaction through PIPE of $225m.
"We believe Parallel is ideally positioned for its next phase of growth, as we continue to build our presence in strategic markets and invest in innovation, R&D and the customer experience. Today's milestone announcement is a testament to Parallel's impressive growth to date, the strength of our business fundamentals, strong balance sheet, and above all, our unwavering commitment to further developing and enhancing our portfolio of cannabinoid products," William Wrigley Jr., Parallel Chairman and CEO.
Parallel is advised by Perella Weinberg Partners, Aird & Berlis, Greenberg Traurig and FTI Consulting. Ceres is advised by Canaccord Genuity, Manatt, Phelps & Phillips, Stikeman Elliott and Mattio Communications.
NextGen Acquisition, a special purpose acquisition company, agreed to merge with Xos, a manufacturer of fully electric Class 5 to Class 8 commercial vehicles, in a $2bn deal. The transaction will provide $575m of proceeds to the company, assuming no redemptions, including a $220m PIPE, anchored by Janus Henderson Investors, as well as a consortium of truck dealers led by Thompson Truck Centers, a truck repair shop.
"Based on our work, we believe that Xos is best-positioned to capture the rapidly growing demand for commercial electrical vehicles with a compelling customer offering. We look forward to working with Xos' leadership team by providing strategic, operating and governance experience to help Xos realize its vision of decarbonizing commercial transportation," Gregory Summe, NextGen Co-Founder and Co-Chairman.
Xos is advised by Bank of America Merrill Lynch and Cooley. NexGen is advised by Credit Suisse, Goldman Sachs, Rothschild & Co and Skadden Arps Slate Meagher & Flom. Goldman Sachs is advised by Sullivan & Cromwell.
The Goodyear Tire & Rubber Company, an American multinational tire manufacturing company, agreed to acquire Cooper Tire & Rubber Company, an American company that specializes in the design, manufacture, marketing and sales of replacement automobile and truck tires, for $2.5bn.
"This is an exciting and transformational day for our companies. The addition of Cooper's complementary tire product portfolio and highly capable manufacturing assets, coupled with Goodyear's technology and industry leading distribution, provides the combined company with opportunities for improved cost efficiency and a broader offering for both companies' retailer networks. We are confident this combination will enable us to provide enhanced service for our customers and consumers while delivering value for shareholders," Richard J. Kramer, Goodyear Chairman, CEO and President.
Cooper is advised by Goldman Sachs and Jones Day. Goldman Sachs is advised by Sullivan & Cromwell. Goodyear is advised by JP Morgan, Lazard, Covington & Burling and Paul Weiss Rifkind Wharton & Garrison.
Fortress Value Acquisition II, a special purpose acquisition company, agreed to merge with Advent-backed ATI Physical Therapy, the largest single-branded outpatient physical therapy provider in the United States, in a $2.5bn deal.
"I am extremely proud of our team and the leadership role ATI plays across the nation in consistently delivering exceptional musculoskeletal outcomes, driving efficiencies and cost savings that benefit the healthcare ecosystem and delivering great results for our patients, providers and payors. We expect to remain an active participant in the evolution of the industry and look forward to this next, exciting phase of our growth," Labeed Diab, ATI CEO.
ATI Physical Therapy is advised by Barclays, Citigroup and Weil Gotshal and Manges. Fortress Value Acquisition II is advised by Bank of America Merrill Lynch, Deutsche Bank and Skadden Arps Slate Meagher & Flom.
M&T Bank, a financial holding company headquartered in Buffalo, agreed to acquire People's United Financial, a financial holding company headquartered in Bridgeport, for $7.6bn.
"In People's United, we have found a partner with an equally long history of serving and supporting customers, businesses and communities. Combining our common legacies and our complimentary footprints will strengthen our ability to serve our communities and customers, and provide solutions that make a difference in people's lives. I am incredibly excited about this opportunity and look forward to welcoming new customers and team members to our M&T family," René Jones, M&T Chairman and CEO.
People's United Financial is advised by JP Morgan, Keefe Bruyette & Woods and Simpson Thacher & Bartlett. M&T Bank is advised by Lazard and Sullivan & Cromwell.
Northern Star Investment II, a publicly traded special purpose acquisition company, agreed to merge with Apex Clearing, a digital wealth management company, in a $4.7bn deal.
"Apex combines modern technology, operational excellence, risk management, compliance and discipline to deliver dynamic, seamless and secure custody and clearing solutions for our global clients. Today, our business encompasses a comprehensive platform applying these founding principles to the full financial services spectrum," William Capuzzi, Apex CEO.
Apex Clearing is advised by JP Morgan, Sidley Austin and Gasthalter & Co. Northern Star is advised by Citigroup and Graubard Miller.
Rodgers Silicon Valley Acquisition, a special purpose acquisition company, agreed to merge with Enovix, which develops energy storage cells used in lithium-ion and lithium-polymer rechargeable batteries, in a $1.1bn deal.
"Enovix has made industry-altering breakthroughs in two areas: battery design and battery manufacturing. Every chemistry professor has a better battery idea in his notebook. But only Enovix is building a world-class fab for actually putting a high-energy density silicon anode battery into the hands of the world's leading technology companies. The company will have a big impact on products in mobile computing, wearables, and ultimately electric vehicles. Enovix has spent 13 years doing difficult work and refused to compromise on engineering integrity. Its toughness led Enovix to today's transaction, and billions of consumers stand to benefit," T.J. Rodgers, Rodgers Chairman and CEO.
Enovix is advised by Cooley. Rodgers Silicon Valley Acquisition is advised by Oppenheimer & Co, Williams Trading and Loeb & Loeb. Financial advisors are advised by Winston & Strawn.
TC PipeLines, a Delaware master limited partnership with interests in eight federally regulated US interstate natural gas pipelines, recommended its unitholders to vote for the $1.7bn merger with TC Energy, an energy company.
The transaction is expected to close late in the first quarter or early in the second quarter of 2021 subject to the approval by the holders of a majority of outstanding common units of TCP and customary regulatory approvals.
TC PipeLines is advised by Evercore and Kirkland & Ellis. TC Energy is advised by JP Morgan and Vinson & Elkins.
NextPoint Acquisition, a publicly traded special purpose acquisition corporation, agreed to acquire Liberty Tax, a nationwide tax return preparation and related services firm, and LoanMe, a tech-enabled consumer and small business lender, for $354m.
"We founded NextPoint to build a financial services platform for those that are underserved by traditional financial institutions, and we have executed on that plan. The combination of Liberty Tax and LoanMe, represents the first step, with immediate scale, towards achieving our goal. NextPoint's founders and the leadership teams at both Liberty Tax and LoanMe are equally committed to fulfilling our vision of becoming a one-stop financial services destination for our customers, and I am thrilled to partner with this highly-driven team as we continue to execute on that vision," Andy Neuberger, NextPoint Chairman.
NextPoint is advised by Canaccord Genuity, Jefferies & Company, Blake Cassels & Graydon and Brown Rudnick.
Advent Technologies, an innovation-driven company in the fuel cell and hydrogen technology space, completed the acquisition of UltraCell, the fuel cell division of Bren-Tronics, a one-stop-shop for energy storage applications. Financial terms were not disclosed.
"This is a high-value acquisition to extend our range in the fuel cell market. One of the first principles in technology deals is having the right people, and the two teams in this transaction know and respect each other well. The UltraCell operation is very active with its product development and is expected to bring quality revenue to Advent. Our decision to retain and expand the facilities in Livermore, California, is a testament to our Made in the USA plan," Bill Hunter, Advent Technologies CFO & President.
Advent is advised by Sloane & Company.
Francisco Partners-backed Renaissance Learning, a software as a service and learning analytics company, agreed to acquire Nearpod, a mobile app that enables teachers to create and share interactive multimedia presentations with their students, for $650m.
With the deal, Renaissance Learning will acquire one of the region's most successful education technology startups.
CBRE Group, an American commercial real estate services and investment firm, agreed to acquire a 35% stake in Industrious, a provider of premium flexible workplace solutions in the US, for $200m.
"Our investment in Industrious is consistent with our view that flexible office space is playing an increasingly central role in companies' occupancy strategies and aligns us with an exceptional operator and an outstanding leadership team that is executing a great strategy. We have been building our Hana flex-space business expressly to meet the flex-space opportunity and Industrious now enables us to capitalize on it at scale with a portfolio of well-situated units in key markets," Bob Sulentic, CBRE President & CEO.
New Heritage, a Boston-based private equity firm that specializes in providing growth capital to founder-owned businesses, agreed to invest in FMS Solutions, a software as a service company. Financial terms were not disclosed.
"We chose to partner with New Heritage Capital because of their experience helping businesses grow and improve their service offerings while allowing us, the entrepreneurs behind FMS, to retain control of the operations," Robert Graybill, FMS President and CEO.
Alec Gores and Guggenheim-backed SPAC seeks to raise $750m via IPO. (FS)
A SPAC backed by billionaire Alec Gores and investment bank Guggenheim Partners is looking to raise nearly $750m through an IPO,
Reuters reported. Gores Guggenheim, co-sponsored by Gores Group and Guggenheim, plans to sell 75m units composed of shares and warrants, priced at $10 per unit on the Nasdaq Capital Market.
Deutsche Bank Securities, Citigroup, and Morgan Stanley are the lead underwriters for the latest offering.
SpaceX raises $850m in funding. (FS)
SpaceX, a space exploration and satellite company, raised $850m in a private placement, raising its valuation to $74bn. Funding came from private equity investors.
The funding is expected to go to a $10bn Starlink project that delivers internet to people in rural areas with a lack of cable or fiber options. The company received over $6bn in offers from various investors in three days.
Alphabet-backed Oscar Health considers as much as $6.7bn IPO valuation.
Oscar Health, a health insurance start-up backed by Google parent Alphabet, will raise as much as $1.05bn in its IPO,
Reuters reported. The offering is expected to be priced between $32 and $34 per share, valuing the company at $6.7bn at the upper end of the pricing range.
The company, founded in 2012, allows patients to schedule physician visits, check lab results, make virtual emergency appointments and refill prescriptions through its mobile app or online platform. Oscar Health, which serves 529k members, has not been profitable since its inception and reported a net loss of $407m in 2020.
Roblox reconsiders plans for IPO.
Roblox, a video game platform, revived plans to go public and said it expects its shares to start trading on the New York Stock Exchange on March 10,
Reuters reported. The company had postponed plans to go public through a direct listing because of the US SEC's scrutiny of how it recognizes revenue in its finances.
The delay was a setback for one of the most eagerly anticipated US public market debuts of this year. It came after Roblox last year put off listing until 2021 as it worked with advisers to improve the process to benefit employees and investors.
B Capital seeks to raise $300m in Nasdaq IPO. (FS)
B Capital Technology Opportunities is looking to raise $300m by offering 30m units at $10 per unit. Each unit will comprise one share of common stock and one-third of a warrant, exercisable at $11.5,
DealStreetAsia reported. As such, the proposed deal size will give B Capital Technology Opportunities a market value of $375m.
B Capital Technology Opportunities will focus on acquiring technology businesses with the capacity to transform large and traditional industries. This will cover four verticals: customer enablement, financial services, health and wellness, and industrial and transportation.
EMEA
The French Finance Ministry is unofficially mediating talks between Veolia Environnement and Suez, seeking a resolution to the utilities' bitter takeover battle, according to a
Bloomberg report.
The outcome of the negotiations is uncertain, and both sides' positions haven't really moved. Veolia remains adamant that it wants a full takeover of Suez, which insists it must exist independently after any deal.
Suez is advised by Goldman Sachs, JP Morgan, Rothschild & Co, Societe Generale, Bredin Prat, Darrois Villey Maillot Brochier, Sullivan & Cromwell, and Brunswick Group. Veolia is advised by Bank of America Merrill Lynch, Citigroup, Credit Agricole, HSBC, Messier Maris & Associes, Morgan Stanley, Perella Weinberg Partners, Cleary Gottlieb Steen & Hamilton, Flichy Grange Avocats, Gide Loyrette Nouel, Hogan Lovells, Patrice Gassenbach, Peltier Juvigny Marpeau & Associes, Xavier Boucobza, and
Image Sept. Engie is advised by BNP Paribas, Centerview Partners, Credit Suisse, Lazard, d'Angelin & Co, Weil Gotshal and Manges, Estudio de Comunicacion and Havas Paris.
Warburg Pincus and CDPQ-backed Allied Universal, a provider of security products and services, won the auction for G4S, a British multinational security services company, defeating a sweetened final bid from Canada's GardaWorld after a months-long battle for the security specialist.
Garda said in a statement ahead of the auction result that it would bid no higher, suggesting it had gone as far as it could in the process.
"The G4S Board is confident in the long-term prospects of the business and believes this (agreed) offer represents an excellent opportunity to create a leading global security company," John Connolly, G4S Chairman.
G4S is advised by Citigroup, Goldman Sachs, JP Morgan, Lazard, Herbert Smith Freehills, Linklaters and Brunswick Group. Allied Universal is advised by Credit Suisse, Moelis & Co, Morgan Stanley, AZB & Partners, Cleary Gottlieb Steen & Hamilton, Freshfields Bruckhaus Deringer, Kirkland & Ellis, Sullivan & Cromwell and Teneo.
BlackRock Global Energy & Power Infrastructure, which is focused on essential, long-term infrastructure investments in the energy and power sector, agreed to acquire and privatize GasLog, an international owner, operator, and manager of liquefied natural gas carriers, for $552m.
"This transaction is a transformative next step for GasLog, offering shareholders an immediate and considerable premium for their shares and allowing for access to growth capital currently absent in the public equity markets," Peter G. Livanos, GasLog Chairman.
GasLog is advised by Credit Suisse, Evercore, Appleby and Cravath Swaine & Moore. Blenheim is advised by Kirkland & Ellis.
China Three Gorges, a Chinese state-owned power company, agreed to acquire a renewable assets portfolio from Corporacion Masaveu, a family-owned business group. The portfolio consists of 400 megawatts of operational plants including 11 wind farms and one solar plant. Financial terms were not disclosed.
The deal is expected to be concluded by the end of Q2 2021.
China Three Gorges is advised by FTI Consulting and Linklaters. Corporacion Masaveu is advised by Allen & Overy.
Avedon Capital Partners, a private equity manager investing in small and medium-sized growth companies, agreed to invest in Macaw, a provider of digital services in the Netherlands and Germany. Financial terms were not disclosed.
"We want to support more customers in their digital journey and help them to be successful with our solutions and services, by turning every challenge into a success. In Avedon Capital Partners we have found a great partner to help us accelerate our internationalization and one who will enable us to preserve our unique culture at the same time. We will selectively add other culture-led and like-minded top-performing specialists to build a successful and sustainable business together. This will bring even deeper and broader technical expertise and wider geographic coverage to our clients," William van der Pijl, Macaw CEO.
Macaw is advised by Stibbe.
Moët Hennessy, a luxury wines and spirits producer, agreed to acquire a 50% stake in Armand de Brignac, a prestige champagne provider. Financial terms were not disclosed.
"It is a partnership that has felt familiar the entire time. We are confident that the sheer power of the Moët Hennessy global distribution framework, its unparalleled portfolio strength and its long-established track record of excellence in developing luxury brands will give Armand de Brignac the commercial power it needs to grow and flourish even further," Shawn JAY-Z Carter, Armand de Brignac owner.
Atos, a French multinational information technology service and consulting company headquartered in Bezons, completed the acquisition of Profit4SF, a Dutch-based technology and management consulting company. Financial terms were not disclosed.
"This operation opens a new chapter in Profit4SF's history. Over the past seven years, we've worked to become one of the leading Salesforce partners in the Dutch market and built a solid reputation of being a highly valued partner, based on more than 350 successful Multi-Cloud projects. By joining Atos, we can support our national and international customers on their digital journey by strengthening their organizations through data-driven trading and providing a superior customer experience," Leo Leijenaar, Profit4SF CEO.
Duravant, a global engineered equipment and automation solutions provider, agreed to acquire Votech, a manufacturer of bag filling machines, palletizer machines, stretch hood machines and pallet transport systems. Financial terms were not disclosed.
"The combination of Votech's expertise in bag management and palletizing and Fischbein's portfolio of bag sealing and sewing equipment creates a complementary fit between the two companies," Duravant.
Lakestar shares soar in largest Europe tech-focused SPAC IPO.
Lakestar SPAC I, backed by an early investor in Spotify Technology, rose as it started trading in Frankfurt after raising €275m ($333m) in Europe's largest-ever listing SPAC focused on technology acquisitions.
The shares traded at €11.34 ($13.74) on the Frankfurt Stock Exchange, compared with the issue price of €10 ($12.1) per unit. It sold 27.5m units, each consisting of one share and one-third of a warrant. The warrants trade separately.
The special-purpose acquisition company will look for targets with an equity value of between €750m ($910m) and €4bn ($4.85bn) in the technology sector. It is sponsored by Klaus Hommels, founder and chairman of Lakestar Advisors, which has also invested in Facebook, Skype, and, more recently, digital bank Revolut.
Carlyle sells Ameos to founder. (FS)
Carlyle, a buyout group, is reportedly selling Ameos, a Swiss-headquartered clinic chain, in a deal that will see the company's founder and Intermediate Capital Group, a private equity firm, take full control,
Reuters reported. Axel Paeger, Ameos Founder and Chief Executive, will get a majority in the company's voting rights, with a minority to be held by ICG and other co-investors.
ICG, which was already an Ameos creditor, and the other investors will inject preference capital, mezzanine capital as well as debt into Ameos, allowing Carlyle and co-investor Quadriga to exit in steps by year-end.
AJ Bell, Hargreaves Lansdown, and Interactive Investor executives are pushing to open IPOs to retail investors.
Top executives at trading platforms AJ Bell, Hargreaves Lansdown, and Interactive Investor are urging UK companies to open up their IPO to retail buyers, who have largely been left out,
Bloomberg reported.
"For too long, UK listings have been the preserve of financial institutions, and we urge you to consider the rights of retail shareholders in relation to IPOs," Andy Bell, Chris Hill, and Richard Wilson, AJ Bell, Hargreaves Lansdown, and Interactive Investor CEOs, respectively, wrote in a letter to the UK Economic Secretary to the Treasury John Glen.
APAC
India's Supreme Court barred a final ruling by a tribunal reviewing the $3.4bn sale of retail assets of the Future Group, an Indian conglomerate company, until the top court hears objections from aggrieved partner Amazon,
Reuters reported.
Previously, Amazon appealed to the Supreme Court against Future Group's sale to market leader Reliance Industries, accusing its partner of violating contracts by agreeing to the deal.
Reliance Retail is advised by Deloitte, Ernst & Young, Citigroup and PricewaterhouseCoopers. Reliance Industries is advised by Cyril Amarchand Mangaldas, Khaitan & Co and Shardul Amarchand Mangaldas & Co.
Bank of Queensland, an Australian retail bank with headquarters in Brisbane, agreed to acquire ME Bank, an Australian direct bank based in Melbourne, for $1bn.
"This is a defining acquisition in our ongoing transformation of BOQ, benefitting our shareholders, customers, and people. Critically, ME Bank delivers material scale, broadly doubles our Retail bank, and provides geographic diversification. The ME Bank brand is also a great fit with the BOQ and Virgin Money brands, creating customer-centric alternatives in Australia," George Frazis, Bank of Queensland Managing Director and CEO.
ME Bank is advised by Symbol Strategic Communications. Bank of Queensland is advised by Luminis Partners and King & Wood Mallesons.
TA Associates-backed Backstage, a freelancer marketplace connecting talent and content creators, completed the acquisition of StarNow, a New Zealand-based talent platform for actors, models, influencers and musicians, and Mandy Network, a UK-based talent platform for cast, crew, production services and creative professionals. Financial terms were not disclosed.
"The acquisitions of StarNow, with its commanding market position in Australasia, and The Mandy Network, among the largest creative communities of its kind, are in keeping with our efforts to continuously expand the depth and breadth of resources and best-in-class tools available to Backstage members. We welcome TA as an investor and look forward to a close collaboration in writing the next chapter of the Backstage story," Josh Ellstein, Backstage CEO.
TA Associates was advised by BackBay Communications. Debt financing was provided by Audax Group.
Accor to divest a 1.5% stake in Huazhu for €239m.
Accor, a hospitality group, agreed to sell a 1.5% stake in Huazhu Group for €239m ($326m). Accor will own a 3.3% stake in Huazhu following the sale. This transaction is part of the ongoing, strategic alliance between both groups.
Accor is advised by Proskauer Rose.
Aegon explores sale of Transamerica business in Asia.
Aegon, a Dutch multinational life insurance, pensions and asset management company, is exploring a sale of its Transamerica business in Asia as it pushes ahead with plans to exit non-core markets, according to a
Bloomberg report.
The company asked an adviser to help find a buyer for the unit, which offers a range of insurance and savings products to high-net-worth clients in Hong Kong, Singapore and elsewhere. The Asia operation could fetch at least $700m in any sale.
New World looking for M&A chief as it eyes more deals.
Bloomberg reported that New World Development is looking for a rainmaker to lead dealmaking for the Hong Kong real estate developer that has been diversifying into areas other than property.
The company is in the process of searching for a senior executive to oversee its merger and acquisition activities and look for opportunities in areas such as health care and logistics.
RLX Tech taps Citi's Lu Chao as CFO. (People)
RLX Technology, a Chinese e-vapor company, hired Lu Chao, Citigroup's top Asia healthcare investment banker, as its chief financial officer. Lu, a managing director and head of Asia healthcare investment banking at Citi, is expected to join the US-listed e-cigarette maker as soon as March,
Bloomberg reported.
Lu will help RLX Tech to identify expansion and investment opportunities in the health care industry that could apply its vaping technology.
Tencent-backed VSPN considering US IPO. (FS)
VSPN, a Chinese esports firm, is considering an IPO in the US as soon as this year to build its war chest for expansion in China's competitive gaming arena,
Bloomberg reported.
VSPN, also known as Xi'an Quantum Sports Management, could raise several hundred million dollars in the IPO. Deliberations are at an early stage, and details, including size and timeline, could change.
Focusing on esports tournament organization and content creation, VSPN is expanding in a crowded space that could grow to CNY165bn ($26bn) in revenue this year.
