Elon Musk's $44bn takeover of Twitter, an American microblogging and social networking service, is helping provide ammunition for an upcoming trial where an investor will argue the CEO's $56bn pay package from Tesla, an American automotive and clean energy company, is a waste of money that failed to secure his full-time services, Reuters reported.
The lawsuit alleges Musk created the 10-year package and Tesla's board rubber-stamped it in 2018 without requiring the celebrity CEO devote himself to the electric vehicle maker.
Twitter is advised by Allen & Company, Goldman Sachs, JP Morgan, Simpson Thacher & Bartlett and Wilson Sonsini Goodrich & Rosati. Financial advisors are advised by Sullivan & Cromwell. Elon Musk is advised by Bank of America, Barclays, Morgan Stanley, McDermott Will & Emery and Skadden Arps Slate Meagher & Flom. Debt financing is provided by BNP Paribas, Bank of America, Barclays, Mitsubishi UFJ Financial Group, Mizuho Securities, Morgan Stanley and Societe Generale. Debt providers are advised by Davis Polk & Wardwell.
VICI Properties, an experiential real estate investment trust, completed the acquisition of MGM Growth Properties, a publicly traded real estate investment trust engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts, from MGM Resorts, an S&P 500® global entertainment company, for $17.2bn.
"The team at VICI has worked collaboratively with MGM to help us unlock significant value from the underlying real estate of our assets. We look forward to continuing our long-term partnership with VICI," Bill Hornbuckle, MGM Resorts International President CEO.
MGM Growth was advised by Evercore, Baker Botts and Potter Anderson & Corroon. Evercore was advised by Fried Frank Harris Shriver & Jacobson. VICI Properties was advised by Citigroup, Morgan Stanley, Hogan Lovells and Kramer Levin Naftalis & Frankel. Financial advisors to VICi were advised by Sidley Austin. Debt financing was provided by Citigroup, JP Morgan and Morgan Stanley. MGM Resorts was advised by JP Morgan and Weil Gotshal and Manges. JP Morgan was advised by Cravath Swaine & Moore.
Spring Valley, a publicly-traded SPAC, announced that in a special meeting on April 28, 2022, its shareholders voted to approve the proposed business combination with NuScale Power, a designer and marketer of small modular reactors.
The transaction is expected to raise approximately $380m from a combination of Spring Valley trust proceeds and PIPE commitments. PIPE investors include Samsung C&T, DS Private Equity, Segra Capital Management, Pearl Energy, Doosan Heavy Industries and Construction, JGC Holdings, IHI, Enercon Services, GS Energy, Sarens and Sargent & Lundy.
NuScale Power is advised by Guggenheim Partners, Gibson Dunn & Crutcher, Stoel Rives, Finsbury Glover Hering and Blueshirt Group. Spring Valley is advised by Cowen & Company, Guggenheim Partners, Kirkland & Ellis and White & Case.
SAITECH, an energy saving bitcoin mining operator, went public via a SPAC merger with TradeUP Global, a special purposes acquisition company, in a $228m deal.
“Today marks an important milestone for SAI. I want to start off by thanking everyone who played a part in making SAI become a global leader in the Bitcoin mining industry and a listed company on Nasdaq,” Arthur Lee, SAITECH Founder and CEO.
SAITECH was advised by Very Wise Consulting and Winston & Strawn. TradeUP Global was advised by Duff & Phelps, Tiger Capital Group, DLA Piper and Sidley Austin.
GI Partners, a private equity firm, agreed to acquire GTY Technology, a provider of cloud software solutions, for $374m.
"GI Partners has an excellent track record of supporting and adding value to leading software companies, and we are delighted to bring on a partner of GI Partners' caliber. This transaction will provide immediate and substantial value to GTY shareholders. The Company will have greater flexibility to focus on executing our strategy, and we are excited to begin our long-term partnership with GI Partners," TJ Parass, GTY CEO.
GTY is advised by Credit Suisse and Davis Graham & Stubbs. GI Partners is advised by Goldman Sachs, Ropes & Gray and Chris Tofalli Public Relations.
Bausch Health, a multinational specialty pharmaceutical company, completed the spin-off of its eye health business into an independent publicly traded entity Bausch + Lomb.
"We are committed to taking action to unlock what we see as unrecognized value in Bausch Health shares, and we believe that separating our business into two highly focused, stand-alone companies is the way to accomplish that goal," Joseph C. Papa, Bausch Health Chairman and CEO.
Bausch Health was advised by Goldman Sachs, Morgan Stanley, Davis Polk & Wardwell, Osler Hoskin & Harcourt and Wachtell Lipton Rosen & Katz.
Black Diamond Capital Management, a private equity firm, agreed to acquire the storage tanks business of Arcosa, a provider of infrastructure-related products and solutions, for $275m.
“Today’s announcement represents a significant milestone in the advancement of our long-term vision to reduce the complexity of Arcosa’s overall portfolio and focus on strategic growth in select markets where we can achieve a sustainable competitive advantage," Antonio Carrillo, Arcosa President and CEO.
Arcosa is advised by Evercore, Creel Garcia-Cuellar Aiza y Enriquez, Gibson Dunn & Crutcher and Advisiry Partners.
Linamar, an advanced manufacturing company, agreed to acquire Salford Group, a tillage and crop nutrition application equipment manufacturer, from GenNx360, a private equity firm, for $203m.
"We are very excited to join the Linamar family. Linamar and MacDon both have excellent reputations in the industry and we believe the combination of our resources, our respective brand strengths and distribution networks will enable Salford to compete and innovate at a higher level with greater market coverage, delivering even more value to dealers and farmers," Geof Gray, Salford Group President.
Salford is advised by Lincoln International, McCarthy Tetrault, Siskinds and Winston & Strawn.
Fortune Brands Home & Security, a manufacturer of security equipment, agreed to spin off into The New Fortune Brands and The Cabinets Business. Financial terms were not disclosed.
“We are excited to be taking the next step in our value creation journey for stakeholders. There is much work to be done, but together with the rest of our Board, I believe that this separation will enable each company to recognize its full potential and unlock even greater long-term stakeholder value. The separation will result in two world class businesses with the scale, winning strategies, capabilities, and leadership to sustain and accelerate value creation. We are very excited for the future," Nicholas Fink, Fortune Brands CEO.
Fortune Brands is advised by Ardea Partners, Barclays, Rothschild & Co and Sidley Austin.
Caisse de depot et placement du Quebec, a private equity firm, agreed to acquire power transmission assets in Brazil, Peru and Uruguay of Terna Group, a transmission system operator, for $279m.
"Terna will now refocus its international footprint in low-risk markets with attractive growth potential, as we announced in our updated 2021-2025 Industrial Plan," Giacomo Donnini, Terna Head of International Operations.
Terna is advised by Santander and Curtis Mallet-Prevost Colt & Mosle. CDPQ is advised by Pinheiro Neto.
Planet Home Lending, a privately held national residential mortgage lender, agreed to acquire certain assets of the delegated correspondent channel of Home Point Financial, a mortgage originator and servicer. Financial terms are not disclosed.
"This transaction demonstrates Planet's unwavering commitment to correspondent lending. In a rising rate environment where other correspondent lenders are pulling back, we're reinvesting our funds to seize opportunities during market disruptions to quickly scale up. Intelligent acquisitions like this one bolster our balance sheet and create a growth path going forward," Michael Dubeck, Planet President and CEO.
Home Point is advised by Stratmor Group and Jones Day. Planet Home is advised by McGuireWoods.
Plastic Omnium, a French automotive supplier, agreed to acquire the automotive lighting business of Varroc Engineering, an automotive lights supplier, for $634m.
“With Varroc Lighting Systems, Plastic Omnium becomes a comprehensive lighting player, meeting growing OEM demand for integrated exterior systems. This acquisition will provide us with an extensive lighting product portfolio, a balanced footprint across best-cost countries and significant cross-selling opportunities. VLS will also benefit from the technological innovations and advanced R&D capabilities of AMLS, a fast-growing German technology leader in automotive lighting. Building on our operational excellence, financial strength, and long-term vision, we have identified clear levers for VLS to deliver best-in-class operating performance," Laurent Favre, Plastic Omnium CEO.
Varroc is advised by Rothschild & Co. Plastic Omnium is advised by Societe Generale.
Synopsys, an American electronic design automation company, agreed to acquire WhiteHat Security, an application security provider, from NTT Security, an IT service management company, for $330m.
"We're thrilled to join forces with Synopsys in the next phase of our journey. The combination of our respective strengths and our shared vision for the future of application security presents exciting opportunities for our customers and the broader market. We look forward to continuing to serve the loyal customers that have trusted WhiteHat Security for nearly 20 years and expanding our footprint as part of the larger Synopsys portfolio," Craig Hinkley, WhiteHat Security CEO.
Synopsys is advised by Hogan Lovells. NTT Security is advised by Morrison & Foerster.
Resurgens Technology Partners, a private equity firm, completed an investment in i-Sight, a software developer. Financial terms were not disclosed.
“Since founding i-Sight in 1999, we have strived to be the premier case management platform for our clients by providing reliability, security and excellent customer service. I’m excited for the future of the company and am confident that David will successfully lead the company in this next chapter," Joe Gerard, i-Sight Co-founder and CEO.
i-Sight was advised by Sampford Advisors. Resurgens Technology was advised by MiddleM Creative.
BRP Group, an independent insurance distribution firm, completed the acquisition of Westwood Insurance Agency, a personal lines agency specializing in builder-sourced homeowners insurance, from QBE Insurance, a general insurance and reinsurance firm. Financial terms were not disclosed.
"Alan and his team at Westwood have built a world-class organization, and we could not be more excited to be Partnering together. Representing the largest Partnership to date in BRP Group's history, Westwood's embedded business model and proprietary technology add invaluable expertise to the BRP Group family. We welcome Alan and the entire Westwood team to BRP Group," Trevor Baldwin, BRP Group CEO.
QBE was advised by Morgan Stanley and Willkie Farr & Gallagher.
Industrial Opportunity Partners, a private equity firm, completed the acquisition of Raven Engineered Films, a flexible films maker, from CNH Industrial, an American-Italian multinational corporation. Financial terms were not disclosed.
"The acquisition by IOP represents a new chapter for Raven Engineered Films that will benefit our team members and our communities. We believe IOP will enable us to unlock the next levels of growth by innovating new products and creating value for our customers," Scott Wickersham, Raven Engineered Films CEO.
Raven was advised by Wachtell Lipton Rosen & Katz.
Compañía Cervecerías Unidas, a diversified beverages company, agreed to acquire Aguas Danone de Argentina, a beverage company, from Danone, a multinational food-products company. Financial terms were not disclosed.
"The strategic alliance announced today provides Danone with a partner of great prestige in the region, and our agreement is an important step that strengthens both companies in a highly competitive market. Danone has a history of partnerships in Argentina, and we are proud that Aguas Danone de Argentina joins forces with CCU to better serve Argentinian consumers," Aguas Danone de Argentina.
Danone is advised by Wachtell Lipton Rosen & Katz.
Orion Group, a field services company, agreed to acquire USA Mechanical & Energy Services, a mechanical and energy contractor. Financial terms were not disclosed.
“We are so excited to partner with Orion to take our business to the next level. Together, our plan is to continue our growth by focusing on exceptional customer service and quality of workmanship as well as offering our employees opportunities for career growth,” David Ford, USA Mechanical & Energy Services President.
Wella Company, a haircare company, agreed to acquire Briogeo, a haircare brand. Financial terms were not disclosed.
"The strength of Wella Company's Research & Development, digital marketing and global operations, and their ability to reach 91m hair and nail professionals and followers they serve and support will take our Briogeo brand to the next level. This is a significant strategic partnership for both sides, and one that is compatible in ambition, philosophy and culture. In Wella Company we have a committed partner to help our business and our employees reach the next level of growth. We're excited to accelerate our expansion and innovation, globally delighting more people in more geographies and through broader delivery channels," Nancy Twine, Briogeo CEO.
Archaea Energy, a RNG producers, agreed to acquire NextGen Power Holdings from Castleton Commodities International, a privately held global merchant firm, for $215m.
"Today's announcement marks a significant achievement in executing on our strategy of securing as many economically attractive RNG development opportunities as possible, building the biggest and highest quality RNG development backlog in the industry, and growing the long-term earnings power of our business. The INGENCO platform provides an opportunity set of high-quality projects for our in-house technical and project development professionals to develop and generate compelling returns by building high margin RNG facilities using our Archaea V1 plant design while also exploring opportunities to optimize the existing electricity generation infrastructure," Nick Stork, Archaea Co-Founder and CEO.
Somatus, a kidney care company, completed the acquisition of Lumiata, a healthcare-specific AI platform. Financial terms were not disclosed.
"We built our RenalIQ® technology platform to help providers, health plans, and our community-based care teams reach patients most in need of personalized, whole-person care. With the addition of Lumiata's predictive analytics tools, and the talent behind it, we can deliver enhanced care and improved outcomes for patients sooner," Satish Cheema, Somatus Chief Product and Strategy Officer.
Swire Shipping, a high frequency liner shipping services provider, agreed to acquire Westwood Shipping Lines, an independent vessel operator, from Sumitomo Warehouse, a warehousing and freight transportation businesses operator. Financial terms are not disclosed.
"This is a win-win for everyone. We are excited about joining the Swire Group because Westwood will now be a shipping company owned by a shipping company, one with a long history and wide Pacific presence. It will allow us to share synergies and tap new resources, expertise, and capabilities to serve our customers," Jack Mahoney, Westwood President and CEO.
Unigel interested in Petrobras' fertilizer project.
Brazilian chemical maker Unigel is interested in purchasing a fertilizer project from Brazilian state-run oil company Petrobras in the state of Mato Grosso do Sul, its chief executive told. Unigel's interest has increased after talks between Petrobras and Russia's Akron Group.
The operation of the unit, whose capacity as designed by Petrobras was 3.6k tn per day of urea and 2.2k tn per day of ammonia, could help Brazil reduce its dependence on imported fertilizers while the country deals with difficulties arising from the war between Ukraine and Russia, Reuters reported.
Bausch + Lomb seeks $840m in US IPO of contact-lens maker.
Bausch + Lomb, the contact lens maker, has filed to raise as much as $840m in an initial public offering, a long-awaited deal that may show green shoots in US capital markets.
The company being spun out of Bausch Health Companies Inc. plans to sell 35m shares for $21 to $24 apiece, according to a filing Thursday with the US Securities and Exchange Commission. All of the proceeds from the IPO will go to Bausch Health as the selling shareholder.
At the top of the price range, Bausch + Lomb would have a market value of $8.4bn based on the outstanding shares listed in its filing. Bausch + Lomb’s listing is being led by Morgan Stanley and Goldman Sachs. The company plans to list on the New York and Toronto stock exchange under the symbol BLCO.
SPAC tied to Sammy Hager, Roger Staubach cancles its $250m IPO.
A blank-check firm whose board counted rock star Sammy Hagar and Hall of Fame quarterback Roger Staubach among its directors is the latest to cancel its debut as investors flee the sector.
Special-purpose acquisition company Victory Acquisition won’t proceed with efforts to raise $250m, regulatory filings show. The shelved SPAC had James Lites, the chairman of the National Hockey League’s Dallas Stars, as chief executive. It’s the 22nd blank-check firm to abort its public offering this month.
Bloomberg reported that investors have soured on SPACs as they confront a disrupted economy, plunging stock prices and a US regulatory crackdown on the industry.
Leonard Green nears a $18.3bn close across two funds. (FS)
Private equity firm Leonard Green & Partners is nearing a final close for two funds for which it has amassed $18.3bn.
The Los Angeles-based buyout specialist raised $14.7bn for its ninth flagship fund, Green Equity Investors IX, and $3.6bn for Jade Equity Investors II, which is earmarked for smaller transactions. Investors in the funds include the New York State Common Retirement Fund and the Los Angeles County Employees Retirement Association.
Including the two new vehicles, Leonard Green’s assets under management now exceed $75bn. Founded in 1989, the firm, led by managing partners Jon Sokoloff and John Danhakl, has made a name for itself betting on consumer, health-care and business-services companies, Bloomberg reported.
Perrigo, a firm providing over-the-counter self-care and wellness solutions, announced that the closing date of the acquisition of HRA Pharma from investment firms Astorg and Goldman Sachs Asset Management for $2.1bn was expected to occur on April 29, 2022.
Subject to the satisfaction or waiver of the remaining closing conditions set forth in the securities sale agreement.
HRA Pharma is advised by Dechert. Perrigo is advised by Centerview Partners, Darrois Villey Maillot Brochier, Wachtell Lipton Rosen & Katz and Brunswick Group. Centerview is advised by Gibson Dunn & Crutcher. Golman Sachs Asset Management is advised by Goldman Sachs, Rothschild & Co, Sawaya Capital, Latham & Watkins and Sullivan & Cromwell.
Qatar Investment Authority, a sovereign wealth fund, agreed to acquire Coima Res, a real estate investment fund, for $380m.
The strategic objective of the proposal is to accelerate the growth of the Coima Res real estate portfolio in the office and commercial real estate segment, capitalizing on the growing demand for high-quality sustainable buildings located in interconnected, sustainable areas with an increasing degree of flexibility. Looking ahead, Evergreen aims to implement an investment and growth strategy, at least initially, in line with the current strategic structure adopted by Coima Res, focusing on properties located in the main Italian cities and primarily for rental. . The focus will continue to be on top quality primary properties, especially in Milan for tertiary use, with a particular focus on the Porta Nuova area.
QIA is advised by Citigroup, Gianni Origoni Grippo Cappelli & Partners, Shearman & Sterling, Brunswick Group, Maisto e Associati and Tremonti & Associati.
Ardagh, a supplier of infinitely recyclable metal and glass packaging, completed the acquisition of Consol Glass, a supplier of glass packaging, for $1bn.
"We are delighted to have completed this strategic acquisition. By combining Ardagh's global reach with Consol's know-how on the African continent, we are very well-positioned to partner with our customers to meet the growing consumer demand in Africa for premium, sustainable glass packaging," Paul Coulson, Ardagh Chairman and CEO.
Ardagh was advised by Murray Consultants and Citigroup. Consol Glass was advised by Barclays.
Bosch agreed to acquire Arioso Systems, a semiconductor developer. Financial terms were not disclosed.
“The whole Arioso Systems team is excited to become part of the most powerful global provider of sensing solutions and to take the next step in expanding our leading-edge technology. Joining our forces means we can leverage the full potential of our MEMS micro-speaker technology," Hermann Schenk, Arioso CEO.
Bristow Group, a provider of innovative and sustainable vertical flight solutions, offered to acquire British International Helicopter, a civil and military registered aircraft operator. Financial terms are not disclosed.
"Bristow looks forward to adding BIH's complementary business and capable team members to our portfolio. This acquisition will further our government services business as we look to strengthen existing relationships and develop new partnerships throughout government sectors for safe and reliable vertical lift solutions. Bristow is the leader in vertical lift for government services today. By adding BIH's existing capabilities and experienced team members and building off its history in working with the British Armed Forces, Bristow will be well-positioned to further expand our services throughout the UK and beyond," Chris Bradshaw, Bristow Group President and CEO.
Timken, a global manufacturer of bearings and power transmission products, agreed to acquire Spinea, a modern engineering company, engaged in the development, manufacturing and sales of high-precision reduction gears. Financial terms are not disclosed.
"Spinea's well-established position in highly demanding robotics applications will increase our presence in the growing automation space. Spinea brings an exciting new product line with differentiated technology and state-of-the-art manufacturing to Timken. We plan to leverage our global capabilities to scale the business and introduce Spinea's next-generation solutions to customers around the world," Richard G. Kyle, Timken President and CEO.
ADNOC, a state-owned oil company of the United Arab Emirates, completed the acquisition of a 25% stake in Borealis, an Austrian chemical company, from Mubadala, an Emirati state-owned holding company. Financial terms were not disclosed.
"Globally, the chemicals and petrochemical sector is poised for significant consumer-led growth in the decades ahead. ADNOC is therefore delighted to be making this strategic investment for a 25% stake in Borealis, a world-leading petrochemicals company, with whom we have already collaborated in a close and trusted partnership over two decades through our jointly held Abu Dhabi-based polyolefins company Borouge. Alongside OMV, ADNOC will be a co-shareholder in Borealis, with this investment giving further impetus to our local and international petrochemical and industrial growth program and accelerating our transformation into an integrated and global energy player," Sultan Al Jaber, ADNOC Managing Director and Group CEO.
Todd Boehly in exclusive talks to buy Chelsea as Jim Ratcliffe makes a late $5.3bn bid.
A consortium led by former Guggenheim Partners President Todd Boehly is poised to enter exclusive talks to buy Chelsea Football Club, even as one of Britain’s richest men launched a last-gasp bid for the London team.
Boehly, one of the owners of the Los Angeles Dodgers baseball team, beat off competition from rival consortiums including British businessman Martin Broughton and Bain Capital co-chairman Steve Pagliuca.
The sale of Chelsea Football Club has been one of the most closely-watched and politically-charged deals in world sports. A late twist emerged on Friday when British billionaire Jim Ratcliffe made a late $5.3bn bid for the west London club, Bloomberg reported.
Ping An Insurance supports the breakup of HSBC.
HSBC Holdings' largest active investor would support a breakup of the lender on the basis that a separate Asia-listed unit would create shareholder value.
Ping An Insurance has held discussions with the bank on the idea of spinning off HSBC’s Asian operations and listing them separately in Hong Kong. The shareholder believes a spinoff would win broad investor support.
China’s largest insurer owned 8% of London-headquartered HSBC at the end of 2021. Ping An supports all reform proposals from investors that can help with HSBC’s operations and long-term value growth. HSBC is in the midst of a global reorganization intended to focus its resources on growing its core Asian markets, which are seen as providing the lender with the best growth opportunities, Bloomberg reported.
Angola plans more listings after Banco BAI share sale.
Angola’s first initial public offering will test investor appetite before Africa’s second-biggest oil producer lists more assets this year, Economic Coordination Minister Manuel Nunes Junior said.
Banco BAI, the nation’s biggest lender, will list 10% of its shares that are currently controlled by the state on June 9, 2022. The government plans to sell stakes in at least three other companies through the stock market this year.
The offerings will include state holdings in lender Banco Caixa Geral Angola, Angola’s petrol-station network Sonangalp and cable company TV Cabo Angola. Privately-owned firms are also expected to follow suit, Bloomberg reported.
Africa Finance plans infrastructure funding from London, UAE IPOs.
The Nigerian banking group, Africa Finance, has revealed that it plans to sell shares of its project, which is involved in renewables, ports, and industrial parks, on stock exchanges in the United Arab Emirates and London.
The company has stated that it plans to raise capital from would-be investors and invest in already identified infrastructure development projects across the African continent, Bloomberg reported.
“We have developed what we call a platform strategy, which is something that allows us to pull assets that are similar in scale and then raise capital on their own balance sheet. We are looking at how we can get additional sources of funding," Samaila Zubairu, Africa Finance CEO.
SwanCap closes Swan V above target at over $421m. (FS)
SwanCap, a private equity firm, has held the final close of its latest private equity opportunities Fund (Swan V), which was oversubscribed with aggregated commitments in excess of $421m.
The fund received strong support from a large number of existing investors as well as a wide range of new investors internationally. The LP base of Swan V includes many institutional investors, public and corporate pension funds, insurance companies, endowments, foundations as well as HNWs and large family offices.
Shell, a British publicly traded multinational oil and gas company, agreed to acquire Sprng Energy, a renewable energy platform, from Actis, a global investment firm, for $1.55bn.
"This deal positions Shell as one of the first movers in building a truly integrated energy transition business in India. I believe it will enable Shell to become a leader across the power value chain in a rapidly growing market where electrification on a massive scale and strong demand for renewables are driving the energy transition. Sprng Energy generates cash, has an excellent team, strong and proven development track record and a healthy growth pipeline. Sprng Energy's strengths can combine with Shell India's thriving customer-facing gas and downstream businesses to create even more opportunities for growth," Wael Sawan, Shell Director of Integrated Gas, Renewables and Energy Solutions.
China, US discussing audit deal plan as delistings loom.
China and US regulators are discussing operational details of an audit deal that Beijing hopes to sign this year, in the latest move to try to keep Chinese companies listed on US exchanges.
A preliminary framework for audit supervision cooperation has been formed, with China likely to classify less information as confidential, potentially allowing more information into companies' audit working papers.
China is also discussing details of onsite inspections by the Public Company Accounting Oversight Board, giving the US audit regulator access to such papers. In the long-running audit dispute between China and the United States, PCAOB is demanding complete access to audit working papers of New York-listed Chinese companies, which are stored in China, Reuters reported.
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