French train maker Alstom has launched a capital increase of around $2.37bn to finance the acquisition of Bombardier's rail business.
The capital increase will allow shareholders that own 10 preferential subscription rights to subscribe for three new shares at $35.4 per share. Alstom expects to close the acquisition of Bombardier’s rail unit in the first quarter of next year. The two companies announced revised terms of an agreement which gives the rail unit an enterprise value of $8.4bn, in a deal that would allow the cash-strapped Canadian firm to pay down some of its $9.3bn in debt, Reuters reported.
Bombardier is advised by Citigroup, National Bank Financial, Rockefeller Capital Management, UBS, AZB & Partners, Jones Day, Norton Rose Fulbright and Joele Frank. Caisse de depot et placement du Quebec is advised by HSBC, Freshfields Bruckhaus Deringer and McCarthy Tetrault. Alstom is advised by Mazars Corporate Finance, Societe Generale, Rothschild & Co, Cleary Gottlieb Steen & Hamilton, Davies Ward Phillips & Vineberg and Havas Paris. Debt financing is provided by Credit Agricole, HSBC and Societe Generale.
Simon Property Group, a real estate investment trust and Taubman Realty Group, a REIT engaged in the ownership, management and/or leasing of 26 regional, super-regional and outlet shopping centers in the US and Asia, agreed to a decreased purchase price of Taubman to $2.6bn from $3.2bn.
Reduced consideration represents a $43 Taubman share price in the offer. The merger is expected to close in late 2020 or early 2021, subject to Taubman shareholder approval and customary closing conditions. Simon and Taubman also have settled their pending litigation in the Circuit Court for the 6th Judicial District, Oakland County, Michigan.
Taubman is advised by Goldman Sachs, Lazard, Honigman Miller Schwartz & Cohn, Kirkland & Ellis, Wachtell Lipton Rosen & Katz, and Joele Frank. Goldman Sachs and Lazard is advised by Sullivan & Cromwell. Simon Property is advised by Bank of America Merrill Lynch, Citigroup, Evercore, Latham & Watkins, Paul Weiss Rifkind Wharton & Garrison, and Reevemark. Financial advisors to Simon Property are advised by Cleary Gottlieb Steen & Hamilton.
Endeavour Mining, a multinational mining company, agreed to acquire Teranga Gold, a Canada-based gold producer. Existing Endeavour and Teranga shareholders will own approximately 66% and 34%, respectively, of the combined company on a fully-diluted in-the-money basis. Pursuant to the Plan of Arrangement, Teranga common shares will be exchanged at a ratio of 0.470 Endeavour ordinary shares for each one Teranga common share. Tablo and Barrick Gold, a majority shareholder in Teranga, and La Mancha Holding, a majority owner in Endeavour, voted in favor of the transaction.
"This combination offers an attractive opportunity to both sets of shareholders. By combining our complementary assets, we will enhance our strategic position on West Africa's highly prospective Birimian Greenstone Belt and we will have the ability to deliver material synergies. The combined entity will become a new senior gold producer and enjoy an improved capital markets profile, underpinned by a healthy balance sheet and strong cash flow capabilities to support a sustainable dividend," Sébastien de Montessus, Endeavour President and CEO.
Teranga is advised by Canaccord Genuity, Cormark Securities, Cutfield Freeman & Co, Blake Cassels & Graydon and Stikeman Elliott. La Mancha is advised by Norton Rose Fulbright. Endeavour is advised by Gleacher Shacklock, Scotiabank, Linklaters and McCarthy Tetrault. Tablo is advised by Stanhope Capital.
American Securities, a US private equity firm, agreed to acquire Foundation Building Materials, a building products distributor of wallboard, suspended ceiling systems, metal framing and complementary and other products in North America, for c. $1.37bn, including debt.
“The FBM Board, led by the Special Committee and with the assistance of independent financial and legal advisors, conducted a thorough review of opportunities to enhance shareholder value, and unanimously concluded that entering into this agreement with American Securities represents the best way to maximize value. This transaction with American Securities is a great outcome for FBM, and I thank Ruben and the rest of the management team for leading FBM to this critical point in the Company’s history,” Chris Meyer, Foundation Building Materials Chairman.
Foundation Building Materials is advised by Evercore, RBC Capital Markets, Davies Ward Phillips & Vineberg, Gibson Dunn & Crutcher, Richards Layton and Finger and Joele Frank. American Securities is advised by Weil Gotshal and Manges.
The PNC Financial Services Group, an American bank holding company and financial services corporation, agreed to acquire BBVA USA, a US subsidiary of BBVA, a Spanish multinational financial services company, for $11.6bn.
"This is a very positive transaction for all sides. PNC has recognized the great value of our unique client franchise and of our great team in the US, who will be part of a leading financial services group in the country. The deal enhances our already strong financial position. We will have ample flexibility to profitably deploy capital in our markets strengthening our long-term growth profile and supporting economies in the recovery phase, and to increase distributions to shareholders," Carlos Torres Vila, BBVA Group Executive Chairman.
PNC is advised by Bank of America Merrill Lynch, Citigroup, Evercore, PNC Financial Services and Wachtell Lipton Rosen & Katz. BBVA is advised by JP Morgan and Sullivan & Cromwell.
Gryphon Investors, a San Francisco-based middle-market private equity firm, completed the acquisition of Vessco Holdings, a distributor of process, flow control, pumps and automation equipment and services to water and wastewater treatment utilities and industrial users, from O2 Investment Partners, a Midwestern based private equity firm.
"Vessco operates at the nexus of Gryphon's experience with infrastructure and utility products and value-added distribution businesses. We are very pleased to partner with Brian, a highly talented and visionary leader, and the other members of the management team. Vessco is poised for rapid growth as it capitalizes on its track record, reputation and know-how to serve its customers," Leigh Abramson, Gryphon Partner and Head of the Industrial Growth Group.
Vessco was advised by Peter W. Klein. Gryphon was advised by Raymond James, Kirkland & Ellis and Lambert & Co. O2 was advised by William Blair & Co and Honigman Miller Schwartz & Cohn.
The Home Depot, a home improvement retailer, agreed to acquire HD Supply Holdings, a national distributor of maintenance, repair and operations products in the multifamily and hospitality end markets, for $8bn. The closing of the tender offer is subject to customary closing conditions, including regulatory approvals and the tender of a majority of the shares of HD Supply common stock then outstanding and is expected to be completed during The Home Depot's fiscal fourth quarter, which ends on January 31, 2021.
"The MRO customer is highly valued by The Home Depot, and this acquisition will position the company to accelerate sales growth by better serving both existing and new customers in a highly fragmented $55bn marketplace. HD Supply complements our existing MRO business with a robust product offering and value-added service capabilities, an experienced salesforce that enhances the strong team we have in place, as well as an extensive, MRO-specific distribution network throughout the US and Canada," Craig Menear, The Home Depot Chairman and CEO.
HD Supply is advised by Goldman Sachs and Jones Day. The Home Depot is advised by JP Morgan and Wachtell Lipton Rosen & Katz.
Aspen Dental Management, a healthcare support organization, agreed to acquire ClearChoice Management Services, a provider of administrative practice management services, from Sun Capital Partners, a private investment firm specializing in leveraged buyouts and investments. Financial terms were not disclosed.
“Working closely with Kevin Mosher and the outstanding management team at ClearChoice, we were able to identify a significant treatment need in the marketplace, and provide ClearChoice’s network of providers with the tools to meet it at scale,” M. Steven Liff, Sun Capital Senior Managing Director and Head of Private Equity in North America.
TC Energy, a major North American energy company, completed the acquisition of a stake in TransCanada Turbines, an industrial gas turbines maintenance company, from John Wood Group, which operates an oil and gas pipeline network in western Canada, for $67m.
"Our focus on portfolio optimisation is driven by our strategic objective of building a premium, differentiated, higher margin business focused on energy and built environment markets. The sale of our interest in TransCanada Turbines will also make a positive contribution towards achieving our leverage target." David Kemp, John Wood Chief Financial Officer.
John Wood Group was advised by Citigate Dewe Rogerson.
Private equity firms TCV and Sequoia Capital led the $110m investment round in Strava, the social platform for athletes, with participation by Dragoneer Investment Group and existing investors including Madrone Capital Partners, Jackson Square Ventures and Go4it Capital.
"Strava has spent a decade accumulating the mojo required to help people become healthier and fitter. In the future, being on Strava will be essential for anyone aspiring to live a healthy life," Michael Moritz, Sequoia Partner.
IBM, an American multinational technology and consulting company to acquire TruQua, an IT services and consulting SAP development partner that specializes in delivering finance and analytics solutions. Financial terms were not disclosed.
"Our clients are reimagining their core finance processes with cloud, AI and other exponential technologies to drive increased value for their organizations. Our acquisition of TruQua further strengthens IBM's deep global expertise in finance and demonstrates our continued commitment towards supporting Chief Financial Officers' strategic initiatives. IBM will leverage TruQua's extensive experience in SAP S/4HANA Finance & Group Reporting solutions to deliver better business outcomes, enabled by intelligent workflows and hybrid cloud," Rahul Kalia, IBM Global Managing Partner.
Resolute to take majority control of Ark Investment Management. (FS)
Resolute Investment Managers, a diversified, multi-affiliate asset management platform, will exercise its option to take majority control of Ark Investment Management. Cathie Wood, head of Ark Investment Management and manager of Ark Innovation ETF is combating this move, Bloombergreported.
Resolute, which helps distribute mutual funds and ETFs including Ark’s products, acquired a minority investment in Ark in July 2016 and the option to purchase a controlling voting and equity interest, which is exercisable in early 2021.
Wood expressed the firm's negative view of Resolute's action: "On behalf of the employee-owners of Ark, we are disappointed that Resolute Investment Managers and its private equity owner, Kelso & Co., have chosen to issue this unwelcome notice that they intend to seize control of our business. Three days before the filing from Resolute on October 29, Ark released a statement that it would explore the potential replacement of Resolute Investment Distributors to distribute its products.
Newsmax is not looking to sell the company.
Newsmax Media is not actively looking to sell itself, the company’s CEO Christopher Ruddy said, while acknowledging that the politically conservative news outlet has had expressions of interest from “investors, investment banks and strategic players.”
Commenting that private equity firm Hicks Equity Partners had held talks for an investment in Newsmax, Ruddy said there was “no deal” though he had spoken to the firm’s leader Thomas Hicks, “on and off through the past three years.”
Mercury-backed Nexi, an Italy-based financial technology company, agreed to merge with Nets, a Danish payments company, in a $9.2bn deal, including $2.1bn of debt. Upon closing of the merger, Hellman & Friedman would own 21%, Advent International & Bain Capital 13%, Mercury UK 12%, Intesa Sanpaolo 6%, GIC Private Equity 4%, with a free float of 44%. Closing is also subject to the satisfaction of the conditions set out in the FA which include, amongst others, relevant merger control and other regulatory approvals as well as the completion of the sale of Nets’ Corporate Services to Mastercard.
“This transaction marks an important milestone in Nets’ journey to become a European payments champion, from our beginning as a domestic player in Denmark and Norway to our evolution into a pan-European payments pure-play operator. Through constant innovation, and driven by the tremendous efforts of colleagues, Nets has re-shaped the Nordic and broader European payments landscape, in creating ever more valuable solutions for our customers and stakeholders. We will continue to shape the industry with Nexi and capture significant growth opportunities across the sector through our presence in structurally attractive payment markets such as Germany, Austria, and Switzerland, as well as in the fast growing Polish market,” Bo Nilsson, Nets CEO.
Nets is advised by Freshfields Bruckhaus Deringer, Accura, Credit Suisse, Deutsche Bank, Ernst & Young, JP Morgan, and Morgan Stanley. Nexi is advised by Legance, Linklaters, KPMG, PwC, Lazard, HSBC. Goldman Sachs, Centerview Partners, Bank of America Merrill Lynch, Bain & Co, AlixPartners, Galbiati Sacchi e Associati and Barabino & Partners.
UK competition watchdog CMA is set to take over the review the merger of Liberty Global, a telecommunications company and Telefonica, a Spanish multinational telecommunications company, with EU antitrust regulators ceding the case to them, Reutersreported.
CMA requested access to review the merger on October 8 due to deal's supposedly significant impact Britain and after Brexit.
“We remain in constructive dialogue with all relevant stakeholders at the EU and CMA and continue to work to the timeline of completing the deal mid-next year,” Liberty Global and Telefonica.
Telefonica is advised by Deloitte, Citigroup, Clifford Chance, and Herbert Smith Freehills. Liberty Global is advised by JP Morgan, LionTree Advisors, Allen & Overy, Ropes & Gray, and Shearman & Sterling.
Evolution Gaming, a Live Casino studio facilities operator, said that its takeover bid for NetEnt, a supplier of digitally distributed gaming systems, has now received all necessary competition approvals after the UK Competition and Markets Authority decided not to refer the planned acquisition to a further investigation.
Assuming the offer is declared unconditional no later than around November 23, settlement is expected to commence around December 1.
NetEnt is advised by Lazard and Vinge. Evolution Gaming is advised by SEB Corporate Finance, Gernandt & Danielsson and Fogel & Partners.
BC Partners, an international investment firm, agreed to acquire Keesing Media Group, a producer and distributor of media content, from Ergon Capital, a private equity investment services provider, and Mediahuis, a media company. Financial terms were not disclosed. The transaction is subject to customary regulatory approvals.
“Keesing is the clear market leader in a sector with proven resilience, with a strong management team and multiple opportunities for growth. We are therefore looking forward to partnering with the Keesing team to utilise the business’ unique content and proprietary technology to extend its leadership in brain health,” Nikos Stathopoulos, BC Partners Partner.
BC Partners is advised by Quore Capital, Kirkland & Ellis and Prosek Partners. Ergon Capital is advised by DC Advisory, ING Bank and Baker McKenzie.
The $3.9bn bid by Nova Resources, an investment company for the remaining 61% stake in Kaz Minerals, a copper company focused on a large scale, low-cost open-pit mining in Kazakhstan, raised objections from minority shareholders who plan to reject the offer. СFC Management, an asset manager and a 3.6% shareholder in Kaz, said the offer does not reflect the company's "fair value and growth potential".
"Nova has put into action a plan that takes advantage of the fact that Kaz Minerals' share price has been under significant pressure in 2020 due to a number of factors, including the Covid-19 pandemic and uncertainty around the US elections," said Ekaterina Chernova, CFC CEO.
Kaz is advised by Citigroup, UBS, Clifford Chance, Linklaters and Brunswick Group. Nova is advised by VTB Capital, Clifford Chance and Macfarlanes. VTB Capital is advised by Walkers
Carlyle plans to sell Hunkemoller, the Dutch lingerie and swimwear retailer.
The US private equity firm is working with investment bank JP Morgan on a potential sale of the business next year, Bloomberg reported.
No final decisions have been made and Carlyle could still decide to keep Hunkemoller. Carlyle agreed to buy Hunkemoller, a specialist retailer of corsets and bustles in Amsterdam, from PAI Partners in late 2015. It previously looked at selling the business in 2017, but discussions did not result in a deal.
Pennon considers takeover of Southern Water.
Pennon Group, a British water and wastewater company, is looking into a takeover of rival Southern Water Services.
Pennon recently sold its waste-management arm to KKRfor £4.2bn in March, in one of the biggest deals at the start of the coronavirus pandemic. The deal was set to include net cash proceeds of £3.7bn, and Pennon wants to use the funds for a takeover rather than hand it back to shareholders.
Southern has faced a turbulent period in recent years, including regulator investigations and concern about high dividends and debt, according to the Sunday Times. Pennon has also examined other companies, with Southern Water the most likely targe.
KKR and Rakuten, Japanese electronic commerce and online retailing company based in Tokyo, agreed to acquire an 85% stake in Seiyu, a Japanese group of supermarkets, shopping centers and department stores, from Walmart for c. $1bn. KKR will acquire a 65% stake in Seiyu, and Rakuten will acquire a 20% stake, through a newly created subsidiary focused on retailer digital transformation. Walmart will retain a 15% stake in Seiyu
"We will focus on working closely with Seiyu's management team and associates and leveraging the expertise of Rakuten and Walmart to enhance the customer experience, meet their ever-changing needs, and make shopping more accessible through digitalization. This investment is a true milestone for KKR in Japan and reinforces our commitment to the market as well as our continuing efforts to champion the long-term success of local businesses," Hiro Hirano, Co-Head of Asia Pacific Private Equity and KKR Japan CEO.
KKR is advised by Simpson Thacher & Barlett, Finsbury Glover Hering.
Google and Temasek completed the investment in Tokopedia, an Indonesian technology company specializing in e-commerce. Financial terms were not disclosed.
"We are pleased to welcome Temasek and Google as shareholders in Tokopedia. We are honored and grateful for their trust and support to the company and Indonesia. We look forward to working closely with them to continuously build an enduring company, support our mission to democratize commerce through technology, and to further accelerate digital transformation in Indonesia," Tokopedia.
Softbank Vision Fund 2 completed the $100m investment in MindTickle, the Sales Readiness technology company. Existing investors, Norwest Venture Partners, Canaan, NewView Capital, and Qualcomm Ventures also participated in the round.
"As customers become increasingly demanding and remote work becomes more common, organizations realize the need to reskill and upskill their employees on an ongoing basis to deliver value in each customer interaction. As a result, we have witnessed strong demand and usage growth from enterprise sales teams over the last few quarters. Interestingly, we are also seeing a strong flow of interest from other enterprise teams, who are intrigued by the success of their sales-peers with MindTickle, and are choosing to adopt this new technology for their respective functions," Krishna Depura, MindTickle Co-founder and CEO.
Investcorp, a global manager of alternative investment products, for private and institutional clients, agreed to acquire a majority stake in Viz Branz, a Singapore-based instant cereal and beverage maker. Financial terms were not disclosed.
“We have worked tirelessly at Viz Branz to make nutritional and quality food and beverages available and convenient for all families. Joining forces with Investcorp, China Resources and Fung Investments, is an important milestone in our evolution and will unlock significant opportunities for our business. Through our new partnership, Viz Branz will have access to additional resources and expertise that we believe will accelerate our growth plans and enable us to flourish for many years to come,” Ben Chng, Viz Branz CEO.
Nissan denies talks about Mitsubishi stake sale.
Nissan Motor is "absolutely not" in talks to sell its stake Mitsubishi Motors, Nissan's CEO said, following a report that it was considering selling its stake, Reuters reported.
"We are not in any discussion or consideration of changing the capital structure in our partner companies. We are moving ahead with many projects," Ashwani Gupta, Nissan Director.
He spoke after the earlier report that Nissan was considering selling its 34% stake in Mitsubishi Motor to help it recover from the pandemic-induced downturn.
Hong Kong's Exchange to accelerate IPO process. (FS)
Hong Kong's stock exchange disclosed a proposal to shorten the time gap between IPO pricing and trading to as little as one day, a move that will bring one of the world's busiest listing venues in line with rival bourses.
Hong Kong Exchanges & Clearing proposed an electronic platform Fast Interface for New Issuance that would allow IPO market participants, advisers and regulators to interact digitally. The web-based service will shorten the time gap between pricing and trading to one business day from the current average of five days, reducing market risk.
The bourse will seek comments on the proposal until January 15, 2021, and envisages launching the new system no earlier than the second quarter of 2022.
Odyssey Capital launches second Japan hospitality fund. (FS)
Hong Kong-headquartered alternative investment firm Odyssey Capital has launched the Odyssey Japan Hospitality Fund II, which will be investing in undervalued Japanese hospitality real estate assets.
Without disclosing the target size of the fund, the firm expects the first close in March 2021 and a final close in November 2021. The second Japan hospitality fund is slated for full deployment by the end of 2022, DealStreeAsiareported.
Odyssey Capital will be focused on acquisitions in the $5-50m mid-tier space, where it saw less competition from large Japanese REITS and global private equity and real estate funds. The firm closed its Odyssey Japan Boutique Hospitality Fund I at $50m gross assets under management in March this year. Odyssey Capital targets investment returns of 8% yield and 15% net IRR for both of its Japan hospitality vehicles.
DoubleDragon plans $305m REIT listing.
Philippine developer DoubleDragon Properties is planning a PHP14.7bn ($305m) real estate investment trust listing, the second offering of the asset class in the country, according to DealStreetAsia.
DoubleDragon has hired six foreign and three domestic underwriters as it seeks regulatory approval this week.
REITs, which manage real estate assets such as hotels, office buildings and malls that regularly generate profits, are attractive to investors seeking regular dividends.
Connect the World of Dealmakers
Expand your network of fellow Dealmakers by inviting your colleagues and coworkers.