VICI Properties, an experiential real estate investment trust, agreed to acquire 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.
"Through this transformative strategic acquisition, we are merging MGP's best-in-class portfolio into VICI's best-in-class management and governance platform, creating the premier gaming, entertainment and leisure REIT in America. We want to thank James Stewart, Andy Chien and the MGP Board for building and stewarding a portfolio of such exceptional quality, and going forward we are honored to become a key real estate and capital partner for Bill Hornbuckle and the MGM Resorts management team and Board. We look forward to supporting their strategic growth objectives for decades to come," Ed Pitoniak, VICI Properties CEO.
MGM Growth Properties is advised by Evercore, Baker Botts and Potter Anderson & Corroon. VICI is advised by Citigroup, Morgan Stanley, Hogan Lovells and Kramer Levin Naftalis & Frankel. MGM Resorts is advised by JP Morgan and Weil Gotshal and Manges. Debt financing is provided by Citigroup, JP Morgan and Morgan Stanley.
Apollo Global Management, a global alternative investment manager firm, agreed to acquire the incumbent local exchange carrier assets of Lumen Technologies, an American telecommunications company headquartered in Monroe, Louisiana, for $7.5bn.
"The team at Lumen has built a great business and we see an incredible opportunity to provide leading edge, fiber-to-the-home broadband technology to millions of its business and residential customers. Our investment will help accelerate the upgrade to fiber optic technologies, and we are excited to have such a high-caliber management team ready to bring faster and more reliable internet service to many rural markets traditionally underserved by broadband providers," Aaron Sobel, Apollo Private Equity Partner.
Lumen Technologies is advised by Bank of America, Citigroup, Goldman Sachs, Morgan Stanley, Jenner & Block, Jones Walker and Joele Frank. Apollo is advised by Barclays, Credit Suisse, LionTree Advisors, Mizuho Securities, Morgan Lewis & Bockius, Paul Weiss Rifkind Wharton & Garrison, Joele Frank and Altman Solon.
Kimco Realty, a real estate investment trust that invests in shopping centers, completed the merger with Weingarten Realty Investors, a publicly-traded real estate investment trust that invests in shopping centers, in a $4bn deal.
"Combining these highly complementary platforms is a win-win for shareholders of both companies. After examining the deal from every angle, it became increasingly clear that the potential of the integrated business is much greater than the sum of its parts. The combined company's increased size and scale, together with its financial strength, should drive an advantageous cost of capital, allowing the combined company to more readily pursue value creation opportunities. We are excited to deliver this transaction to our shareholders, who will realize compelling and immediate value while also benefiting from the upside potential associated with owning the industry's preeminent open-air shopping center and mixed-use REIT," Andrew Alexander, Weingarten Chairman, President and CEO.
Weingarten was advised by JP Morgan and Dentons. JP Morgan was advised by Cravath Swaine & Moore. KIMCO was advised by Barclays, Lazard, Wachtell Lipton Rosen & Katz and ICR.
Pico, a provider of mission critical technology, data and analytic services for the financial markets community, agreed to go public via SPAC merger with FTAC Athena, a special purpose acquisition company, in a $1.4bn deal. Investors in PIPE included Golden Gate Capital, Wellington Management, Wells Fargo Strategic Capital, DRW and the Pritzker-Vlock Family Office
"Twenty-five years ago trading was in-person or over the phone, localized in each country. The world we live in today is electronic and multi-asset class; markets are global but fragmented, producing vast amounts of data that continue to grow. Through our global technology platform serving the financial industry, we modernize and simplify complex infrastructure, provide global data and electronic access to all markets for our clients in a seamless manner. We sit at the center of a complex ecosystem of major market participants, global market centers and technology partners. Our clients are important and sophisticated financial institutions who rely on Pico for mission critical global markets infrastructure," Jarrod Yuster, Chairman, Pico Founder and Co-CEO.
Pico is advised by Citigroup, Jefferies & Company, DLA Piper and ICR.
FTAC Athena is advised by Cantor Fitzgerald, Citigroup, Cohen & Company, JP Morgan and Ledgewood. Financial advisors are advised by Davis Polk & Wardwell.
Cerberus Capital Management, a middle-market direct lending platform, and Koch Minerals & Trading, a dry-bulk commodity handler, completed the acquisition of the performance chemicals business of PQ Group, a global provider of specialty catalysts, chemicals and services, for $1.1bn.
"With this agreement to divest the Performance Chemicals business, we are accelerating the next and most critical step in our strategic transformation. Our core Refining Services and Catalysts Technologies businesses represent a unique opportunity to reposition PQ as a pure play, high growth company," Belgacem Chariag, PQ Chairman, President and CEO.
Cerberus was advised by Jefferies & Company, Hannes Snellman and Kirkland & Ellis. Koch was advised by Jones Day. PQ was advised by BMO Capital Markets, Citigroup and Ropes & Gray. Financial advisors were advised by Cleary Gottlieb Steen & Hamilton.
Figure, a financial technology company, agreed to merge with Homebridge Financial Services, a privately held, non-bank loan company based in the United States. Financial terms were not disclosed.
"We are bringing together the most robust, powerful and efficient technology ever seen in lending and pairing that with a $25bn a year loan originator with 150k customers who we can introduce to new payment and lending products. We're going to deliver to this all-star loan origination team at Homebridge a tech platform on Provenance Blockchain that is going to double their capacity for fulfilling loans," Mike Cagney, Figure CEO.
Homebridge Financial Services is advised by Houlihan Lokey, Bradley Arant Boult Cummings and Zukerman Gore Brandeis & Crossman. Figure is advised by Citigroup, JP Morgan, Bradley Arant Boult Cummings and Davis Polk & Wardwell.
CIVC Partners, a Chicago-based middle market private equity firm, agreed to invest in YOUNG & Associates, a nationwide property damage consulting firm, providing damage assessments, cost estimating, forensic engineering, and construction project management services. Financial terms were not disclosed.
"YOUNG is a highly-respected, leading property damage consulting provider with an exceptional track record and deep technical expertise. We are looking forward to our partnership with Ray, Linda, Wade, and the rest of the YOUNG management team to support the Company in accelerating organic growth and pursuing strategic acquisitions," Marc McManus, CIVC Partner.
YOUNG & Associates is advised by Brown Smith Wallace, Bushido Strategic Advisory, Jenkins Kling and Sandberg Phoenix. CIVC Partners is advised by Locke Lord and Ropes & Gray.
Apax-backed CyberGrants, an online grantmaking space, agreed to merge with EveryAction, a software provider, and Social Solutions, a provider of cloud software for nonprofit and public sector social service organizations, in a $2bn deal.
"The social good community will benefit from this combination of best-in-class solutions and by connecting nonprofits with a large network of givers. Apax is the perfect partner to help us collectively Do Good and Do Well, given their outstanding track-record as a tech investor and their focus on impact," Stu Trevelyan, EveryAction CEO.
Social Solutions and EveryAction are advised by Harris Williams, Kirkland & Ellis, William Blair and Willkie Farr & Gallagher. Apax is advised by Evercore and Skadden Arps Slate Meagher & Flom.
Arlington Capital Partners, a private equity firm, agreed to acquire the Electron Devices and Narda Microwave-West divisions of L3Harris Technologies, an American technology company, defense contractor and information technology services provider. Financial terms were not disclosed.
"Identifying and investing behind mission-critical systems and subsystems within the defense end market have long been areas of focus for Arlington. The company is the domestic leader in its market with a first-mover advantage in new technologies, which we are privileged to support. We are eager to hit the ground running in partnership with current management to not only address the Company's core opportunity set, but also capture the market opportunities we have collectively identified to produce additional growth," Peter Manos, Arlington Managing Partner.
Arlington is advised by Harris Williams & Co and Kirkland & Ellis. L3Harris is advised by Houlihan Lokey and Holland & Knight.
LANXESS, a specialty chemicals company, completed the acquisition of Emerald Kalama Chemical, a manufacturer of specialty chemicals, for $1bn.
"The businesses of Emerald Kalama Chemical are an ideal fit for us. We will further strengthen our Consumer Protection segment and open up new application areas with strong margins, for example in the food industry and animal health sector. In addition, we will also enlarge our presence in our growth region of North America. All this will make us even more profitable and stable," Matthias Zachert, LANXESS Chairman of the Board of Management.
Emerald Kalama Chemical was advised by Weil Gotshal and Manges. LANXESS was advised by JP Morgan. American Securities was advised by Jefferies & Company.
H.I.G. Capital, a global alternative investment firm with $45bn of equity capital under management, completed the acquisition of North America Central School Bus, a student transportation provider. Financial terms were not disclosed.
"I am proud of NAC's success to-date. Our accomplishments are primarily the result of the tireless efforts of our dedicated team members. This transaction is a validation of our commitment to servicing our customers, parents, and students alike, and our commitment to getting students to and from school safely. We appreciate the vote of confidence from H.I.G. and look forward to our future growth opportunities," Steve Hemmerlein, NAC CEO.
North America Central School Bus was advised by BMO Capital Markets and Faegre Drinker Biddle & Reath. H.I.G. Capital was advised by Jefferies & Company and Ropes & Gray.
Hydrofarm, a distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture, agreed to acquire Greenstar Plant Products, a Canadian nutrient company, for $83m.
"With a long relationship that has grown organically over the years, the addition of Greenstar to the Hydrofarm family feels like a natural next step in our efforts to broaden our company's footprint and strengthen our product portfolio," Bill Toler, Hydrofarm Chairman and CEO.
Hydrofarm is advised by Rothschild & Co, DLA Piper, ICR and LAK Public Relations.
Gridiron Capital, an investment firm focused on partnering with founders, entrepreneurs, and management teams, agreed to invest in Erie, a direct-to-consumer residential products and services company, primarily offering fiberglass and metal re-roofing solutions. Financial terms were not disclosed.
"We have known the Gridiron team for years and are excited to solidify a partnership with them. Gridiron has a deep understanding of our direct-to-consumer business model, including lead generation, in-home sales, installation and a constant focus on our customers. My extended Erie team and I are looking forward to the growth opportunities that will come from our partnership with Gridiron," Pat Trompeter, Erie Founder and CEO.
Erie is advised by Berenson & Co. Gridiron Capital is advised by Benesch Friedlander Coplan & Aronoff and Joele Frank.
White Cap, a one-stop shop providing concrete accessories and chemicals, completed the acquisition of National Concrete Accessories, a manufacturer and distributor of concrete accessories and construction supplies. Financial terms were not disclosed.
"We are looking forward to expanding our presence and offerings in Canada thanks to the many strengths of the NCA team. The depth of products, services, and knowledge that NCA brings in concrete forming and accessories complements Brafasco's specialty in fasteners, tools, and safety products, and BWC's portfolio of building envelope, concrete accessories, masonry, and geotechnical products," John Stegeman, White Cap CEO.
National Concrete Accessories was advised by Houlihan Lokey. White Cap was advised by Alston & Bird.
Aptean, a global provider of mission-critical enterprise software solutions, agreed to acquire V-Technologies, a provider of integrated shipping software solutions. Financial terms were not disclosed.
"With evolving sourcing needs and continued growth in ecommerce, the market is demanding faster, integrated shipping and fulfilment solutions. Our acquisition of V-Technologies will enable accelerated product development for current V-Technologies customers while also expanding Aptean's logistics capabilities and strengthening our value proposition. We look forward to welcoming V-Technologies' talented employees to Aptean and continuing its long-standing, positive partnerships with national and regional carriers as we continue to provide customers with leading logistics solutions," TVN Reddy, Aptean CEO.
V-Technologies is advised by Software Equity Group. Aptean is advised by Joele Frank.
MSCI, a provider of critical decision support tools and services for the global investment community, agreed to acquire Real Capital Analytics, a data and analytics firm, for $950m.
"We are delighted to announce the acquisition of Real Capital Analytics. The commercial real estate sector is seeing substantial transformation driven by several factors, including shifting consumer behaviors in work, lifestyle and travel accelerated by the pandemic, realignment in global supply chains, and the impact of climate change. The combined strength of MSCI's existing data, analytics and tools, and the addition of Real Capital Analytics' wealth of commercial real estate data and analytics, creates an unparalleled level of solutions for the real estate market. Investors will be better supported to access the opportunities that exist within this sector at scale, informed by industry-leading insights and the premier global database capturing the global commercial real estate footprint," Henry Fernandez, MSCI Chairman and CEO.
Real Capital Analytics is advised by Weil Gotshal and Manges. MSCI is advised by Davis Polk & Wardwell.
PCX Aerosystems, a supplier of large structural airframe assemblies, agreed to acquire Integral Aerospace, a Santa Ana, CA-based aerospace systems manufacturing company, from Admiralty Partners, a private equity firm. Financial terms were not disclosed.
"The addition of Integral further strengthens our ability to offer an unmatched level of manufacturing capabilities directly to our customers. The PCX brand has long been synonymous with quality and expertise within the aviation community. Our latest partnership with Integral only further extends our broad range of Flight Critical subsystems, components and assemblies to better serve the aerospace market as a whole," Jeff Frisby, PCX President and CEO.
Integral Aerospace is advised by Houlihan Lokey.
Jump Trading, a proprietary trading firm focused on algorithmic and high-frequency trading strategies, completed the acquisition of Certus One, a company focused on blockchain consulting and development. Financial terms were not disclosed.
Certus One started in 2018 with the goal of helping build the next generation of Proof of Stake blockchain infrastructure, and quickly build a reputation for technical excellence as validators, software engineers and security researchers.
Certus One was advised by Neodyme.
10Pearls, an end-to-end technology product innovation and digital acceleration company, agreed to acquire Proximity, a nearshore software development company based in Costa Rica. Financial terms were not disclosed.
"Proximity's addition gives us a tremendous edge in providing top quality, scalable development services from a nearshore location. The wave of digital transformation that has come in the wake of the pandemic has caused organizations to struggle with technical talent and building high-velocity teams. Given these unpredictable times, businesses are leaning on technology partners to tap into diverse talent, cultural alignment, and similar time zones to accelerate digital transformation. This acquisition increases our ability to put additional teams in place to evolve products and services that address the new realities we are living," Imran Aftab, 10Pearls CEO.
OvareVentures, a dedicated growth initiative of OvareGroup, agreed to invest in Fort Hamilton Distillery, a producer of super-premium rye whiskeys, bourbons, and soon, gin. Financial terms were not disclosed.
"We have faithfully recreated a traditional New York Rye style that existed when classic cocktails (like Manhattans) were being invented. Although our products have received widespread acclaim, breaking into the spirits business is challenging and we're confident that the support provided by OvareVentures and its team of agencies will help us gain national distribution and sales," Alex Clark, Fort Hamilton Owner.
Hydrow in talks to go public in Sandbridge X2 SPAC deal.
Hydrow, a maker of rowing machines, is in talks to go public through a merger with Sandbridge X2,
Bloomberg reported.
The companies are in discussions about a transaction that values the combined entity at more than $1bn. Sandbridge X2 is in talks with prospective investors about raising a private investment in public equity. Terms aren’t finalized and it’s possible talks could fall apart.
FTC warns companies merger reviews may be extended.
The Federal Trade Commission began to warn some companies awaiting merger approval that their deals face further investigation and may be challenged even after an initial review period expires.
“Companies that choose to proceed with transactions that have not been fully investigated are doing so at their own risk,” Holly Vedova, FTC Head of the Competition Bureau.
Raizen prices largest Brazilian IPO of 2021, raises $1.3bn.
Raizen, a Brazilian energy company, raised $1.3bn in the country’s biggest IPO this year to expand its biofuel business,
Reuters reported. The joint venture between Royal Dutch Shell and Cosan priced its shares at $1.42 each, at the bottom of the suggested range, according to documents posted on Brazil securities regulator CVM’s website.
The offering was managed by the investment banking units of Banco BTG Pactual, Citigroup, Bank of America, Credit Suisse, Banco Bradesco, JP Morgan, Banco Santander Brasil, XP, HSBC, Safra and Scotiabank.
SVP Global closes Strategic Value Special Situations Fund V at $5bn hard cap. (FS)
Strategic Value Partners, a global investment firm focused on distressed debt, event-driven investments, special situations and private equity opportunities, held the successful final closing of Strategic Value Special Situations Fund V at its hard cap of $5bn.
This fund closing, when combined with SVP Global’s existing portfolios and other fund raises, including last summer’s approximately $1.7bn Dislocation Fund, has increased SVPGlobal’s total assets under management to more than $17.5bn, making it one of the largest global investors in the distressed debt and special situations space.
Hitachi Rail, a fully integrated global provider of rail solutions, agreed to acquire the Ground Transportation Systems business of Thales, a French multinational company that designs and builds electrical systems and provides services for the aerospace, defence, transportation and security markets, for €1.7bn ($2bn).
"With this major strategic move, we will be able to focus on the development of our 3 high-tech long-term growth businesses, each of them able to sustainably deliver double-digit margins -- Aerospace, Defense & Security, and Digital Identity & Security -- further strengthening their best-in-class market position," Patrice Caine, Thales Chairman and CEO.
Hitachi Rail is advised by Deutsche Bank, Perella Weinberg Partners and Clifford Chance. Thales is advised by Lazard, August Debouzy, BDGS Associes and Baker McKenzie.
Portobello Capital, an independent mid-market private equity manager, agreed to invest in Legálitas, the largest tech-enabled legal services provider in Spanish language. Financial terms were not disclosed.
"We are excited to back the Legálitas team in its next stage of growth. We have been impressed with the potential of the business and are excited to invest in one of the leading disruptors in the legal services industry," Luis Peñarrocha, Portobello Capital Founding Partner.
Legálitas is advised by Arcano Partners, Uria Menendez and Estudio de Comunicacion. Portobello is advised by KPMG, Simon Kucher, Natixis Partners and Jones Day.
The Hut Group, a British e-commerce company, agreed to acquire Cult Beauty, the UK based online beauty retailer of prestige and emerging independent brands, for £275m ($382m).
"Cult Beauty is frequently the partner of choice for emerging indie brands due to its personalised, content-led approach and enthusiastic consumer base who are continually seeking new, innovative solutions to complement their beauty routines," Matthew Moulding, THG Executive Chairman and CEO.
THG is advised by Powerscourt.
Target Global, a capital market company, led a $300m Series E round in Rapyd, a global Fintech as a Service company, with participation from Fidelity Management and Research Company, Altimeter Capital, Whale Rock Capital, BlackRock Funds, Dragoneer, General Catalyst, Latitude, Durable Capital Partners, Tal Capital, Avid Ventures, and Spark Capital.
Rapyd plans to use the funding to make several more strategic acquisitions to both support expansion in key markets and grow payment products and experiences. This will increase the scale of Rapyd's platform not just across geographies, but also across verticals and solutions.
Rapyd was advised by Headline Media.
Swire Energy Services, a global energy services provider, completed the acquisition of ALL NRG, a provider of manpower services and project solutions including installation, commissioning & decommissioning support, blade inspection & repairs, and HV services, from Via Equity, a Nordic private equity firm. Financial terms were not disclosed.
"This acquisition, alongside the investment of BladeInsight in June of this year, positions Swire Energy Services firmly within the wind industry. ALL NRG has an impressive track record and is a trusted service provider, with access to over 600 highly qualified technicians," Manfred Vonlanthen, Swire Energy Services CEO.
Swire Energy Services was advised by ATRIUM Partners.
Langley Holdings, a global engineering group, agreed to acquire Bergen Engines, a medium speed liquid fuel and gas engines business, from Rolls-Royce, a British luxury automobile maker, for €63m ($75m).
"We are very pleased to have reached this agreement with Rolls-Royce. The acquisition of Bergen Engines is a strategic step in the development of our power solutions division, and I am looking forward to welcoming the 900 plus employees of Bergen Engines to our family of businesses," Anthony Langley, Langley Holdings Chairman and CEO.
Deel, a global payroll and compliance space company, agreed to acquire Zeitgold, an accounting software company in Berlin. Financial terms were not disclosed.
"By joining forces with Deel, we can leverage our core technology and products at a global scale. The new capabilities we're bringing to Deel will allow contractors and employees all over the world to stay compliant and take care of their payroll with confidence, all while continuing to help reduce hiring barriers worldwide," Jan Deepen, Zeitgold CEO.
Deel is advised by Tidal Wave PR.
Kapital Investment Group, part of the global financial services group Global Kapital Group, completed the acquisition of Işık Menkul, a multi-asset broker in Turkey. Financial terms were not disclosed.
The acquisition gives KIG a greatly increased product range, as Işık Menkul is a multi-asset broker offering trading in stocks, futures, FX, commodities as well as CFD products.
CVC Capital, a private capital investment firm, agreed to invest $3.2bn in La Liga, the men's top professional football division of the Spanish football league system.
The main organizing body of Spanish domestic football explains the agreement aims to "lead the transformation that the entertainment world is experiencing and to maximize all the growth opportunities that clubs have to develop a new business model that allows them to diversify and intensify income generation and marketing models and accelerating its digital transformation," moving to a "a direct relationship with the fan, based on technology and digital and analytical capabilities."
Etex Group, a global building material manufacturer and pioneer in lightweight construction, completed the acquisition of Sigmat, a design, manufacture, offsite assembly and installation of bespoke high quality pre-panelised light gauge steel frames and structural steelwork, from LDC, a private equity firm. Financial terms were not disclosed.
"The emerging market for offsite solutions is capable of fulfilling numerous global needs. With New Ways specialising in these technologies, Etex seeks to bring high-quality, sustainable and affordable living spaces to people around the globe – and the acquisition of Sigmat only adds to our capability to put our ambitions into practice," Paul Van Oyen, Etex CEO.
SoftBank acquires a $5bn stake in Roche. (FS)
SoftBank built a $5bn stake of non-voting shares through the unit responsible for trading the "Nasdaq Whale" of Roche, a Swiss pharmaceutical company.
The choice to purchase a stake in a big pharmaceutical firm marked a shift away from SoftBank NorthStar's current investments, which have been targeted on tech and earlier stage biotech firms.
Rolls-Royce plans to sell ITP Aero to Bain and Sener for $1.9bn. (FS)
Rolls-Royce, a British luxury automobile maker, plans to sell its ITP Aero unit in Spain, the biggest asset on the block, to Bain Capital, a US private equity firm, and Spanish group Sener for €1.6bn ($1.9bn).
The company wants to sell €2.3bn ($2.8bn) worth of assets to help repair its balance sheet after taking on substantial new debts due to the pandemic.
Startup Hopin seeks funds at valuation of more than $7bn. (FS)
Hopin, a platform supporting virtual, hybrid and in-person events, is seeking fresh funding that would value it at more than $7bn,
Bloomberg reported. The company began talks with investors about a new round of financing. Hopin is seeking to raise more than $300m in the round. Deliberations are ongoing and no final decisions on the size or timing of any fundraising have been made.
