AMERICAS
A US antitrust regulator sued to block a joint venture between Peabody Energy and Arch Coal, undercutting efforts by the nation’s two largest coal companies to survive as the fuel loses ground to natural gas, solar and wind energy, FT reported.
“This joint venture would eliminate the substantial head-to-head competition between the two largest coal miners in the United States. That loss of competition would likely raise coal prices to power-generating utilities that provide electricity to millions of Americans,” Ian Conner, FTC Director.
Peabody is advised by Credit Suisse, Lazard, Akin Gump Strauss Hauer & Feld, Cravath Swaine & Moore and Davis Polk & Wardwell. Arch Coal is advised by Goldman Sachs, Baker Botts and Latham & Watkins.
Equitrans Midstream, a natural gas transmission company, agreed to merge with EQM Midstream Partners, a growth-oriented limited partnership formed to own, operate, acquire and develop midstream assets, in a deal in which each outstanding public common unit of EQM would be exchanged for 2.44 shares of ETRN common stock.
Under the terms of the deal EQM will become a wholly owned subsidiary of ETRN. ETRN projects near zero cash taxes through at least 2023 and minimal cash taxes through at least 2026. The simplified C-Corp structure is expected to generate a broader investor base and the increased float is expected to improve trading liquidity.
EQM is advised by Evercore and Richards Layton and Finger. Equitrans is advised by Citigroup, Guggenheim Partners, and Latham & Watkins.
Eversource Energy, a utility services company, is set to acquire Columbia Gas of Massachusetts from NiSource, one of the largest fully-regulated utility companies in the United States, for $1.1bn.
"We are focused on providing safe and reliable service to our customers while at the same time nurturing a diverse and engaged workplace for employees and working to protect the environment. We look forward to bringing that commitment to all of our new customers and employees," Jim Judge, Eversource Chairman, President and CEO.
Eversource is advised by Goldman Sachs and Ropes & Gray. Nisourse is advised by Lazard, Sidley Austin, and Wilmer Hale.
Pretium Partners, a specialized alternative investment management firm focused on real estate, residential credit and corporate & structured credit, agreed to acquire investment management business of Latigo, a fund manager that specializes in event-driven investing. Financial terms were not disclosed.
“Pretium has distinguished itself as a thought leader in the asset management space and we are thrilled to partner with them as we enter into this next stage of our evolution. Over the past fifteen years, we have remained focused on generating value for our investors while remaining true to both our culture and our investment process. Pretium shares our philosophy and approach to investing and represents an ideal partner for Latigo and its LPs,” David Ford, Latigo co-founder.
Pretium is advised by Hunton Andrews Kurth, Sidley Austin and Gasthalter & Co. Latigo is advised by Schulte Roth & Zabel and ASC Advisors.
Regions Bank, a bank holding company headquartered in the Regions Center in Birmingham, Alabama, agreed to acquire Ascentium Capital, the largest independent equipment finance lender in the United States, from Warburg Pincus. Financial terms were not disclosed.
"We are pleased to join Regions, a firm known for its commitment to the customer experience and a long history of providing comprehensive banking solutions to companies of all sizes. This combination will enable us to expand our reach and relevance in serving our vendors and small business customers while continuing to provide seamless service," Tom Depping, Ascentium Capital CEO.
Ascentium is advised by Piper Sandler, Cleary Gottlieb Steen & Hamilton and Vinson & Elkins. Regions is advised by Morgan Stanley and Sullivan & Cromwell.
INTL FCStone, a financial services company, agreed to acquire GAIN Capital Holdings, a provider of online trading services, for $236m.
"GAIN's business fits naturally within INTL FCStone's diversified and scaled franchise, and our shareholders will benefit from this combination. After a thorough evaluation of the options available, the Board of Directors is confident that this transaction will provide a significant opportunity for our stockholders to realize value for their shares while providing the best path forward for GAIN's business, employees and customers," Glenn Stevens, GAIN Capital CEO.
Gain Capital is advised by GCA Advisors and Davis Polk & Wardwell. INTL FCStone is advised by Jefferies & Company and DLA Piper.
Arsenal Capital Partners completed the acquisition of BresMed Health Solutions, a pioneer in providing health economic research, communications, and consulting services to the global pharmaceutical industry. Financial terms were not disclosed.
"Arsenal is building businesses to tackle some of healthcare's most pressing challenges. Our investment in BresMed is the foundation to a platform that will help pharmaceutical companies substantiate and convey the value of their products — a critical need in drug development. We are delighted to partner with the talented group at BresMed and our executive team in this important endeavor," Gene Gorbach, Arsenal Investment Partner.
BresMed was advised by Achelous Partners and Keebles. Arsenal was advised by Ropes & Gray.
Platinum Equity completed its acquisition of Centerfield, a technology-driven marketing and customer acquisition company, from H.I.G. Capital, a private equity firm. Centerfield also acquired Digital Ventures, which operates web sites in home security, residential services, senior services and other verticals. Financial terms were not disclosed.
“We are proud of the successful partnership we were able to establish with Centerfield including the active role H.I.G. played in identifying and executing on add-on acquisitions as well as supporting internal organic growth initiatives. Centerfield’s strong growth during our investment period helped drive an outstanding outcome for all shareholders, and we are confident that the Company will continue to enjoy long-term success,” Eric Tencer, H.I.G. Managing Director.
Centerfield was advised by Petsky Prunier Securities.
Legrand, a manufacturer of electrical and digital building infrastructures, is set to acquire Focal Point, a manufacturer of lighting solutions. Financial terms were not disclosed.
Following the acquisition of Pinnacle Architectural Lighting in 2016, OCL and Finelite in 2017, and Kenall in 2018, this operation will strengthen Legrand’s US positions in lighting controls and solutions, with a range of specification-grade architectural and mission-critical applications in commercial buildings, energy-efficient lighting management systems, and innovative connected solutions.
Legrand is advised by Publicis Consultants.
Graphic Packaging Holding, a provider of packaging solutions to food, beverage, foodservice, and other consumer products companies, is set to acquire Consumer Packaging Group business from Greif, a packaging and container services provider for $85m.
The transaction is expected to close in the first quarter of 2020, subject to standard closing conditions. Graphic Packaging will acquire seven converting facilities across the US.
"We are excited to announce the acquisition of the Consumer Packaging Group business from Greif. The transaction further diversifies our end-markets and enhances our service capabilities to growing mid-sized consumer goods and food service customers," Mike Doss, Graphic Packaging President, and CEO.
Curtiss-Wright, a manufacturer of diversified industrial products, is set to acquire Dyna-Flo Control Valve Services, a manufacturer of valves, actuators and pressure control systems, for $62m.
"The acquisition of Dyna-Flo yields significant opportunities for growth by increasing the breadth of our industrial valve portfolio with complementary products recognized for their critical performance in severe service environments. This transaction supports our long-term financial objectives, including increased sales growth, margin expansion, and solid free cash flow generation," David C. Adams, Curtiss-Wright Chairman, and CEO.
Takeda Pharmaceutical, a pharmaceutical and biopharmaceutical company, completed the acquisition of PvP Biologics, a pharmaceutical company. Financial terms were not disclosed.
“Takeda has been a great partner and has the expertise, resources, and commitment to people living with celiac disease required to lead the next stage of TAK-062 development,” Adam Simpson, PvP Biologics President, and CEO.
Thoma Bravo targets $14bn for the 14th flagship fund. (FS)
Tech-focused private equity major Thoma Bravo is reportedly eyeing up to $14bn for its latest flagship fund. Last year it closed its thirteenth flagship fund at $12.6bn.
Along with Thoma Bravo's flagship, the firm is raising its third middle-market-focused Discover Fund, targeting $3bn, and its small-cap fund Explore, targeting $1bn.
Corsair Capital closes the fifth fund at $1bn. (FS)
Private equity firm Corsair Capital held the final close of its fifth fund, Corsair V, with $1bn of limited partner commitments, and an additional $264m of co-investment capital that has been invested to date.
Corsair V met its target of $1bn thanks to strong interest from new and existing limited partners. Corsair’s previous fund, Corsair IV, had $863m of committed capital.
EMEA
US Senator Marco Rubio asked the Trump administration to review the national security implications of AT&T’s planned sale of its majority stake in Central European Media Group Enterprises to the Czech-owned conglomerate PPF Group.
Rubio, a Republican who chairs the bipartisan and bicameral Congressional-Executive Commission on China, wrote that the Czech company has a record of acting as “China’s proxies inside the Czech Republic” and added that PPF-owned telecommunications firms are working with Huawei Technologies to develop 5G networks.
Central European Media Enterprises is advised by Allen & Company, Bank of America Merrill Lynch, Shearman & Sterling and Covington & Burling. PPF is advised by JP Morgan and White & Case. BNP Paribas, Credit Agricole, Credit Suisse, HSBC, Societe Generale and UniCredit are providing debt financing. AT&T is advised by Sullivan & Cromwell.
The $3.8bn acquisition of Sophos Group, a cybersecurity firm, hit an unexpected pothole after it was forced to delay the sale due to taking part in a government-backed scheme to subsidize bicycles to encourage staff to cycle to work.
The company said that its advisers had only discovered at the last minute that participation in the scheme meant the deal required approval from the Financial Conduct Authority, the financial services watchdog. The FCA guidelines stipulate that any company that it regulates must gain approval from the regulator in the event of a change of control, FT reported.
Sophos is advised by JP Morgan, UBS, Lazard, Skadden Arps Slate Meagher & Flom, Slaughter & May, and Tulchan Communications. Thoma Bravo is advised by Goldman Sachs, Kirkland & Ellis, Ashurst, and Finsbury. Apax is advised by Clifford Chance.
A Dutch court rejected an attempt by French media giant Vivendi to block the proposed Dutch-registered media holding company by Mediaset group. The court ruled that there were no grounds to suspend the creation of MediaForEurope, Mediaset’s planned holding company for its currently separately listed Italian and Spanish arms.
According to Vivendi’s account, the court decision hinged on changes agreed by Mediaset at a recent EGM to the articles of association of the new company. Vivendi also claimed that Mediaset acted illegally by excluding Simon Fiduciaria from its EGM.
“Vivendi has taken note of today’s decision from the Amsterdam Court acting in summary proceedings. Vivendi will appeal against it because if the Mediaset merger plan goes ahead, it will lead to disproportionate damage to all minority shareholders,” Vivendi spokesperson.
Mediaset Espana is advised by JP Morgan, Uria Menendez, and Linklaters. Mediaset is advised by Banca IMI, Bank of America Merrill Lynch, Citigroup, Mediobanca, Allen & Overy, Chiomenti, Pedersoli Studio Legale, Shearman & Sterling, and Brunswick Group.
Pub operator Ei Group said the High Court of Justice in England & Wales approved the acquisition of the company by Stonegate Pub.
In July 2019, Ei - formerly know as Enterprise Inns - agreed to a takeover offer from Slug & Lettuce-chain owner Stonegate. In December, the CMA said the acquisition did not raise UK-wide competition concerns but noted that there was a possibility that competition may be lessened in 51 local areas and could result in price increases, or lower-quality products and services.
Ei Group is advised by Deutsche Bank, Rothschild & Co, CMS, and Tulchan Communications. Stonegate is advised by AlbaCore Capital, Barclays, Goldman Sachs, Nomura, Kirkland & Ellis, Shearman & Sterling, Ashurst, Instinctif Partners, and Tulchan Communications.
Liquibox, a portfolio company of Olympus Partners, completed the acquisition of the plastics division of DS Smith, a British-based international packaging business, for $585m.
“We're excited to complete this transformational acquisition and welcome the DS Smith Plastics employees to our team. We're excited to unlock additional value through an expanded range of film, bag and dispensing fitments, our best-in-class filler solutions, and an expanded global reach,” Ken Swanson, Liquibox CEO.
Liquibox was advised by Barclays and Kirkland & Ellis. DS Smith was advised by Sullivan & Cromwell and Brunswick Group.
Brooks Macdonald Group, a United Kingdom-based company, which offers a range of investment management services, completed the acquisition of Cornelian Asset Managers Group, an independent investment management company, for £47m ($61m).
"From the outset of our discussions with Cornelian, we have been struck by the complementary cultures, investment processes and business models of the two firms, with both having a strong focus on clients and intermediaries. We are delighted that we have been able to agree a transaction that brings additional multiasset capability and distribution strength into the Group. The transaction creates value for our shareholders and crucially will provide benefits for both firms’ clients and the intermediaries with whom we work. The acquisition of Cornelian is a significant step forward in our medium-term strategy of delivering sustainable, value-enhancing growth," Caroline Connellan, Brooks Macdonald CEO.
Brooks was advised by Peel Hunt, Rothschild & Co and MHP Communications.
SIX, which operates the infrastructure for the Swiss financial centre, agreed to invest in Omniex, a financial technology company that provides an institutional grade investment and trading platform specifically built for the needs of digital assets and crypto currencies. Financial terms were not disclosed.
"The Swiss market leads other major financial markets in the adoption of legislation and regulation supporting digital asset trading and settlement. Together with SIX we aim to offer an end-to-end solution for the trading and settlement of digital assets, including the SIX Digital Exchange, once operationally live. It will still take some time, but the cornerstones are in place to accelerate the broader adoption of natively digitalized assets," Hu Liang, Omniex CEO and Co-Founder.
SIX is advised by Willkie Farr & Gallagher.
Kartesia, a middle-market focused private equity firm, completed an investment in PlanetHome Group, a real estate and financial brokerage company. Financial terms were not disclosed.
“Since the carve-out in 2015, PlanetHome has significantly expanded its B2B partnership base and has demonstrated strong growth. The company’s strong track record combined with its strong future prospect from new B2B partners, perfectly matches our investment criteria. We are delighted to support the business in the next chapter of its development and to foster its position as one of the leading brokerage business in Germany," Thomas Pöhler, Kartesia Director.
PlanetHome was advised by DC Advisory.
Nova Ljubljanska Banka, the largest banking and financial group in Slovenia, agreed to acquire an 83% stake in Komercijalna Banka, a bank founded in 1970 with headquarters in Belgrade, Serbia, for €387m ($420m).
"The acquisition of Komercijalna Banka represents another very important milestone in NLB's development following the successful conclusion of NLB's own privatisation process in 2019. As the largest of our core foreign markets, strengthening our presence in Serbia in a controlled and value accretive manner has been a key strategic priority for the group. As a result of the transaction, NLB's market share in Serbia will increase to over 12.1% by total assets, making NLB the third largest banking group in the country with a very unique position of one of leading banks in all markets of Group's presence. NLB's operations in Serbia will be by far the largest outside of Slovenia, underlining the meaning of the respective transaction for the regional systemic financial institution," Blaž Brodnjak, NLB CEO.
Essity, a hygiene and health company, agreed to acquire a 75% stake in ABIGO Medical, which wholesales and distributes prescription drugs, proprietary drugs and toiletries, for $69m.
"The acquisition is a good strategic fit for Essity and strengthens the innovation capacity of our Medical Solutions business. ABIGO Medical has leading innovations in advanced wound care that reduce the spread of bacteria without increasing resistance to antibiotics," Magnus Groth, Essity President and CEO.
Nokia in merger talks.
Shares in Nokia rose in a falling market, as the Finnish telecom network equipment maker was considering asset sales and mergers, Bloomberg reported.
Nokia was considering strategic options and was working with advisers to consider potential asset sales and mergers. Nokia's Technologies unit, which manages the company's wide patent portfolio, reported 2019 operating profit rising 3% from a year ago to $1.35bn.
Bayer's Roundup lawsuits may force it to sell assets or borrow.
Bayer acknowledged for the first time that lawsuits related to the controversial weed killer Roundup could force it to sell assets, issue new equity, or borrow money at unfavorable terms.
Bayer said that it “may incur considerable financial disadvantages” from pending suits as well as future cases from US plaintiffs who say the herbicide causes cancer.
“All sources of liquidity would be available to us. The question then is what is the most commonsense thing to do. We are very cognizant of our shareholder base," Werner Baumann, Bayer Chief Executive Officer.
QED Investors closes $350m Fund VI. (FS)
QED Investors, a boutique venture capital firm focused on investing in early-stage, disruptive financial services companies, closed its significantly oversubscribed Fund VI, with capital commitments of $350m.
"When Frank Rotman and I founded QED 12 years ago, we set out to provide the best fintech business advice anywhere, leveraging our founder and operator experience and our extensive financial services expertise. We are delighted that our approach resonates with founders. This fundraise reflects the power of the QED model in supporting fintech founders to surefootedly grow breakthrough companies," Nigel Morris, QED Investors co-founder and Managing Partner.
Aerostar-Mettis Aerospace potential deal failed.
The proposed acquisition of a Worcestershire-headquartered manufacturer which was involved in the Spitfire programme and now supplies aerospace components to the likes of Airbus, Rolls-Royce and Boeing has been called off. The move for Redditch-based Mettis Aerospace by Chinese company Aerostar was first revealed at the end of 2019.
The Competition and Markets Authority was asked to prepare a report on the jurisdictional, competition and national security aspects of the proposed transaction for the Department for Business, Energy and Industrial Strategy which was submitted earlier this month and has now confirmed that the parties no longer intend to pursue the proposed acquisition and have provided it with written evidence and assurances.
Reckitt Benckiser takes £5bn writedown on Mead Johnson acquisition.
"Clearly there have been changed circumstances in terms of the market in China. What we have done reflects these changed circumstances. The outcome of this plan is simple: it's about restoring growth and driving strong shareholder returns. We are lean, but we need to build muscle, both existing muscle as well as new muscles," Laxman Narasimhan, Reckitt Benckiser CEO.
APAC
Hakuhodo, a Japanese advertising and public relations company, agreed to acquire Growww Media, a major Taiwanese ad agency, for $60m.
Hakuhodo DY wants to combine its marketing solutions with Growww Media’s strong customer base in Taiwan to lead the local market. The company also hopes the move will allow Hakuhodo DY to make Taiwan, where the ad agency offers marketing support for Japanese companies, the base for its business expansion in the Asian region.
Growww is advised by Nomura.
Warburg Pincus, a private equity firm, is set to invest $150m in Apollo Tyres, a manufacturer of tyres. The investment represents a primary capital infusion into the company and is subject to shareholder and regulatory approvals.
"I am delighted to announce Warburg Pincus' investment in Apollo Tyres. Their investment is a strong vote of confidence in our business, management team, and growth prospects. I believe the company will benefit from the backing of a large financial investor of their pedigree, and our partnership will further strengthen Apollo Tyres' board and governance," Onkar S Kanwar, Apollo Tyres Chairman and Managing Director.
Marubeni, an integrated trading and investment business conglomerate, is set to acquire Chenya Energy, a provider of electricity and heat generation, distribution, and transmission services, from I Squared Capital, a private equity firm. Financial terms were not disclosed.
Chenya will become a wholly-owned subsidiary of Marubeni upon the conclusion of this transaction. By acquiring Chenya and Chenya’s solar power generation assets, including one of the world’s largest floating solar power plants, Marubeni will gain expertise in the floating solar power business and continue to enhance its renewable energy development capabilities.
Telkom to launch a new VC fund of up to $500m. (FS)
MDI Ventures, the venture capital arm of Indonesia’s state-owned telecom firm Telkom Indonesia, is set to launch a new fund of up to $500m, according to the country’s State-Owned Enterprise Deputy Minister Budi Gunadi Sadikin.
“The commitment that I will give as part of the ministry is that I will push and approve of Telkom’s second fund. The size will be around $300m to $500m,” Nadiem Makarim, Indonesia’s Education and Culture Minister and former Gojek co-founder and CEO.
Tencent-backed iDreamSky and CVC consider jointly acquiring Leyou. (FS)
iDreamSky Technology Holdings is in advanced talks with buyout firm CVC Capital Partners to jointly acquire gaming firm Leyou Technologies Holdings, DealStreetAsia reported.
iDreamSky, which counts Tencent Holdings among its investors, has been in exclusive talks with Leyou’s controlling shareholder since late last year. CVC emerged as a likely partner for iDreamsky, which has been seeking co-investors to help finance the $1.4bn transaction.
Hontop Energy goes into receivership in Singapore.
Hontop Energy Singapore, the trading arm of a Shandong-based refiner, has gone into receivership, according to its business profile on the website of Singapore’s accounting and corporate regulator.
“Hontop continues to be run by the existing management. The receiver has been appointed over specific charged assets which mainly relate to one trade transaction financed by DBS. Their involvement is limited to realizing DBS’ security and to discharge DBS’ debts,” Kelvin Koh, TSMP Law Partner.
Singapore bank DBS, one of Hontop’s creditors, has appointed accounting firm KPMG as the receiver.
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