AMERICAS
The Blackstone Group and MGM Growth Properties, a publicly-traded REIT, agreed to acquire MGM Grand and Mandalay Bay resorts, two hotels & casinos, from MGM Resorts for $4.6bn. The transaction is expected to close in the first quarter of 2020, subject to certain customary closing conditions. The deal values MGM Grand’s real-estate assets at about $2.5bn and Mandalay Bay’s at just over $2bn.
"We are pleased to announce this partnership with BREIT, which illustrates the numerous opportunities available to grow our business and emphasizes the strong institutional demand for gaming real estate assets. Along with the contemplated cash redemption of $1.4bn of MGM's operating partnership units as announced by MGM, we expect this transaction to be accretive to AFFO while allowing us to maintain pro rata net leverage of 5.6x," James Stewart, MGP CEO.
MGM Growth Properties is advised by Evercore, Morgan Stanley, Rockefeller Capital Management, Hogan Lovells, Potter Anderson & Corroon. Blackstone Group is advised by Barclays, Citigroup, Deutsche Bank, Societe Generale, Simpson Thacher & Bartlett.
A US judge will hear the closing arguments in a court case that is expected to be the final act in the long-running Sprint & T-Mobile merger. US federal government authorities have approved the merger, which is set to create an operator worth $146bn, but this case was brought by the senior law officers of some states, including California and New York.
The states are saying that the merger will harm consumers by reducing the US mobile market from four players – AT&T, Verizon, T-Mobile, and Sprint – to just three.
Sprint is advised by Centerview Partners, JP Morgan, Mizuho, SMBC, The Raine Group, Morrison & Foerster, Potter Anderson & Corroon, Simpson Thacher & Bartlett, and Skadden Arps Slate Meagher & Flom. SoftBank is advised by Morrison & Foerster. Deutsche Telecom is advised by Deutsche Bank, Evercore, Goldman Sachs, Morgan Stanley, PJT Partners, Allen & Overy, Hogan Lovells, DLA Piper, Latham & Watkins, Richards Layton and Finger, and Wachtell Lipton Rosen & Katz.
Mudrick Capital Management, an investment firm specializing in distressed credit and event driven investing, agreed to acquire Hycroft Mining, a US-based, gold and silver producer operating the Hycroft mine located in the world-class mining region of Northern Nevada, for $537m.
"We are looking forward to 2020 being another transformational year of growth for Hycroft as we continue our efforts to turn the mine into a world-class asset. During 2019, we restarted our operations, commissioned our crushing facility, and began gold and silver production, and this transaction provides us with the financial resources to build upon these achievements. Our employees, vendors, community supporters, regulators, current shareholders, and board have all been key in getting Hycroft to where it is today, and the Hycroft Mine is well-positioned for the future," Randy Buffington, Hycroft President, and CEO.
Hycroft Mining is advised by BMO Capital Markets, Greenhill & Co, and Neal Gerber & Eisenberg. Mudrick Capital Management is advised by Cantor Fitzgerald, Duff & Phelps, and Weil Gotshal and Manges.
Continental Gold stated that independent proxy advisory firms ISS and Glass Lewis have urged the Canadian miner’s shareholders to vote in favor of a takeover offer from China’s Zijin Mining Group, Reuters reported.
The $1bn offer made by Zijin in December is aimed to take control of Continental Gold’s flagship Buritica gold project in Colombia.
Continental Gold is advised by Cormark Securities, Maxit Capital, Cassels Brock & Blackwell and Fasken Martineau DuMoulin. Zijin is advised by Credit Suisse and McCarthy Tetrault.
Montagu Private Equity agreed to acquire the sports and reconstructive surgery implants division of RTI Surgical, a medical technology company, for $490m. The transaction is subject to approval from RTI Surgical Holdings’ shareholders, customary regulatory approvals and the satisfaction of customary closing conditions and is targeted to close in the first half of 2020.
“RTI’s OEM business is an excellent fit for Montagu’s investment strategy. We look forward to working with Olivier and the team to support the business in this exciting next chapter of growth, maintaining its ethos of exceptional service and innovation,” Guillaume Jabalot, Montagu Director.
Montagu is advised by Weil Gotshal and Manges. RTI Surgical is advised by Piper Sandler, Holland & Knight and Sidley Austin.
Global Healthcare Exchange, a healthcare business and data automation company, agreed to acquire Lumere, a provider of data and analytics solutions that enable healthcare organizations to build clinically integrated supply chains and optimize medication formulary management. Financial terms were not disclosed.
"Together, GHX and Lumere will provide an unmatched source of information that enables health systems to align purchasing and utilization decisions with evidence. Our combined companies will help healthcare stakeholders deliver care that's backed by data and guided by evidence, allowing drug and device expenditures to be supported not just by price but by clinical outcomes. Shining a light on outcomes will provide clinicians and hospital administrators with the information they need to help make the best decisions for every patient. I'm incredibly excited about the significant change our two companies can advance for healthcare," Hani Elias, Lumere CEO.
GHX is advised by Cleary Gottlieb Steen & Hamilton and Tier One Partners. Lumere is advised by Cain Brothers and Katten Muchin Rosenman.
Milliken & Company, a global diversified manufacturer, agreed to acquire Borchers, a global specialty chemicals company, from The Jordan Company, a private equity firm. Financial terms were not disclosed.
"We are ecstatic about partnering with Milliken to further invest in our business, build out our global platform, and continue providing innovative and satisfying solutions to our customers. Combining our capabilities and approach with the depth of Milliken's technology and innovation will allow us to provide exemplary solutions to the markets we serve," Devlin Riley, Borchers President & CEO.
The Jordan Company is advised by Moelis & Co and Mayer Brown. Milliken & Company is advised by Jones Day.
ICF, a global consulting and technology services provider, agreed to acquire Incentive Technology Group, a provider of cloud-based platform services to the US federal government, for $255m.
"Federal CIOs work closely with agency personnel to deliver technologies and services that achieve missions through platforms, communications, policy, cross-agency collaboration, and more. As one team, ICF and ITG bring highly complementary capabilities and will be uniquely positioned to architect and implement technology platforms that drive the strategic transformation agencies need to meet their new mandates. Importantly, this is an excellent cultural fit for our collaborative, entrepreneurial organization, which was a key determinant in our decision to join together with ICF," JC Chidiac, ITG Chief Operating Officer.
ICF is advised by DLA Piper, PwC and AdvisIRy Partners.
Visa, a payments technology company, agreed to acquire Plaid, an American fintech company, for $5.3bn. The transaction is subject to regulatory approvals and other customary closing conditions. Visa will fund the transaction from cash on hand and debt issuance at the appropriate time.
"Plaid's mission is to make money easier for everyone, and we are excited about this opportunity to continue delivering on that promise on a global scale. Visa is trusted by billions of consumers, businesses, and financial institutions as a key part of the financial ecosystem, and together Visa and Plaid can support the rapid growth of digital financial services," Zach Perret, CEO and co-founder of Plaid.
Visa is advised by Goldman Sachs, Skadden Arps Slate Meagher & Flom and Wilson Sonsini Goodrich & Rosati.
Perion, a global technology company, agreed to acquire Content IQ, a digital publishing orchestration system with proprietary data algorithms and analytic tools, for $73m.
"As brands find it increasingly difficult to tell their story to consumers effectively, and branded content becomes a more critical and effective form of engagement, a new paradigm is required. Brands must gain the ability to scale to highly relevant audiences, and through that, to assert greater control over the media environment. CIQ's offering fills this gap and provides Perion with a proprietary solution that gives publishers and brands the tools they need to prosper in a challenging digital world," Doron Gerstel, Perion CEO.
Perion is advised by Canaccord Genuity and Lake Street.
Post Holdings, a consumer packaged goods holding company, and TreeHouse, a food manufacturer, mutually agreed to terminate the agreement for the acquisition of RTE's cereal business. Financial terms were not disclosed.
"After thoroughly evaluating our options and the potential outcomes, our Board has determined that terminating the agreement with Post and immediately seeking another buyer for the business is the proper course forward. Unfortunately, the business risk, necessary resources, and extent of time required to challenge the FTC's position was not in the best interest of our constituencies," Steve Oakland, TreeHouse Foods Chief Executive Officer, and President.
MacNeill Pride Group, a diversified designer and manufacturer of sporting goods and related products, agreed to acquire ORCA Coolers, a supplier of premium coolers, drinkware, and other outdoor accessories. Financial terms were not disclosed.
"The acquisition of ORCA is a natural addition to our company as we continue to expand into new, yet complementary markets. This is an attractive opportunity to extend into the lifestyle product market where we have strong existing relationships with sporting goods retailers – both in the US and abroad – that will be beneficial to increasing distribution and sales of ORCA products," Joe Zeller, MPG CEO.
Beekman Group-backed Mainstreet Computers, a provider of computer software for the glass industry, completed the acquisition of Dialmark, a provider of business software to the auto and flat glass industries. Financial terms were not disclosed.
“The DB Controls team and their focus on value-add solutions are a perfect complement to Mainstreet. We believe that both companies will be better positioned to deliver outstanding customer tools along with service and support, and we continue to look for similar acquisition opportunities,” Brad Rhoades, Mainstreet CEO.
Novacap-backed Bestar, a designer and manufacturer of ready-to-assemble furniture, agreed to acquire Bush Industries, a manufacturer of case goods and RTA furniture for the office and home. Financial terms were not disclosed.
"Bestar's goal is to concentrate their efforts on e-commerce solution for home/office furniture. Bestar's and Bush's leadership teams see a significant and fast-growing market opportunity for furniture sold online and shipped directly to the end consumer. This emerging business model provides furniture consumers a convenient, rapid, and affordable shopping solution," Frederick Perrault, Novacap Senior Partner, and Bestar Chairman.
WSP in talks with Aecom about a potential deal.
Canada’s WSP Global approached rival engineering services firm Aecom about a possible deal, Bloomberg reported.
Aecom shares opened up 4% Tuesday, valuing the company at about $7.7bn. WSP market value is about C$9.9bn ($7.6bn).
Koch-backed Safe Harbor Marinas considers a $2bn divestment. (FS)
American Infrastructure Funds is exploring a sale of one of the largest owners of US marinas, Bloomberg reported.
The firm has interviewed advisers about selling Safe Harbor Marinas, which is expected to fetch more than $2bn. American Infrastructure Funds is the majority owner of Safe Harbor, and Koch Real Estate Investments, an affiliate of Koch Industries, has owned a minority stake since July 2018.
Siguler Guff raised $1.57bn for its Small Buyout Opportunities Fund IV. (FS)
Siguler Guff, a multi-strategy private equity investment firm with over $14bn of assets under management, completed fundraising for its Small Buyout Opportunities Fund IV.
“We have built a talented team that has worked together for many years. This team has collectively developed a market-leading position within small and lower middle-market private equity that generates superior partnerships and investment opportunities. As such, we have already made several compelling Fund IV investments and identified a number of exciting opportunities that align squarely with our proven small buyout investment strategy,” Kevin Kester, Fund Managing Director and Portfolio Manager, and Siguler Guff’s small business investment unit Head.
Vale considers raising stake in Aliança Energia.
Brazilian miner Vale is in talks to increase its stake in Aliança Energia, an energy generation and trading joint venture with Companhia Energética de Minas Gerais set up in 2015.
Vale is a majority owner in Aliança Energia with a 55% stake while Cemig owns 45% of the firm. The company hired Banco Santander to advise it on the potential acquisition.
EMEA
Capgemini makes "best and final" Altran offer. (FS)
France's Capgemini sweetened its bid for Altran to neutralize opposition from activist US hedge fund Elliott Management and convince more investors to sell their shares before the tender offer closes next week, FT reported.
The IT services and consulting giant said in a statement that it had raised its bid to €14.50 ($16) a share from the €14 ($15.5) it offered in June and said this was its "best and final offer." The increased offer valued Altran at €3.7bn ($4.1bn) compared with €3.6bn ($4bn) previously and comes despite Capgemini saying earlier that it would not increase its bid.
Capgemini added that if the increased offer were to fail and it could not buy at least 50.1% of Altran shares, it would withdraw its bid and not submit another for 18 months. If it succeeds, however, Capgemini pledged not to bid on the remainder of the free float, or buy out minorities at a higher value than the offer price for 18 months.
Capgemini is advised by EY, Credit Agricole, HSBC, JP Morgan, Lazard, Cleary Gottlieb Steen & Hamilton, and Image Sept. Altran is advised by Citigroup, Herbert Smith Freehills, and Brunswick Group. BNP Paribas is providing debt financing and is being advised by Hogan Lovells.
Vivendi asked a court in Holland for an injunction to prevent the merger of Mediaset and its Spanish subsidiary into a Dutch vehicle, Reuters reported.
Mediaset, controlled by the family of former Prime Minister Silvio Berlusconi, is setting up the Dutch-based company, called MediaForEurope, to help it pursue tie-ups in Europe. But Vivendi, Mediaset's shareholder, opposes the plan saying the governance structure of the new entity would strengthen Berlusconi's grip on the company.
The Amsterdam court is scheduled to decide on the issue on February 10.
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.
Endeavour Mining abandoned its £1.47bn ($1.9bn) pursuit of Centamin, saying it did not receive sufficient information on the Egypt-based miner's assets during an assessment.
"The quality of information received during the accelerated due diligence process has been insufficient to allow us to be confident that proceeding with a firm offer would have been in the best interests of Endeavour shareholders," Sebastien de Montessus, Endeavour CEO.
Endeavour's de Montessus said the company was still convinced about the strategic rationale of combining the two miners to create a diversified gold producer with a high-quality portfolio of assets.
Waters, a specialty measurement company, agreed to acquire Andrew Alliance, an innovator in specialty laboratory automation technology. Financial terms were not disclosed.
"The acquisition of Andrew Alliance broadens our technology portfolio to include advanced robotics and software that will positively impact our customers' workflows across pharmaceuticals, life sciences, and materials science markets. This move also demonstrates Waters' commitment to deploying capital to growth-oriented acquisitions that reinforce our specialty strategy and enhance our core business," Chris O'Connell, Waters Chairman and Chief Executive Officer.
Cushman & Wakefield, a global real estate services firm, agreed to acquire acht+, an independent Berlin-based consultancy. Financial terms were not disclosed.
"The acquisition of acht+ is another important milestone for our expansion plans in Germany and is consistent with our strategy to support clients through the entire life cycle of a property. Combining with acht+ significantly enhances our Project & Development Services team and allows us to offer a comprehensive range of services to both occupier and investor clients," Yvo Postleb, Cushman & Wakefield Head of Germany.
TelXL to merge with Cirrus.
TelXL, a telecommunications supplier of network-based solutions, agreed to merge with Cirrus, supplier of omnichannel cloud contact center solutions. Financial terms were not disclosed.
“The merger is the natural next step for both organizations in what has been a long-term relationship. In 2015, TelXL acquired 51% of Cirrus, and this merger is the next step in our journey together. We have successfully traded as a Group for many years, and merging will bring us even closer together, with common goals and a shared vision of the future. The merger comes at the end of a highly successful year for both Cirrus and TelXL,” Nigel Fox, TelXL Founder.
Banks push Aramco for incentive fee after low IPO compensations.
Global banks which worked on Saudi Aramco's record IPO are pushing for an additional "incentive fee," Reuters reported, as they try to boost relatively low earnings from the deal. Aramco said it had exercised a "greenshoe option" to sell an additional 450m shares, raising the size of its IPO to $29.4bn - comfortably the world's biggest listing to date.
But the energy giant's earlier decision not to market the deal internationally means most banks involved in selling Aramco's shares will earn less than $5m each a low amount for such a massive deal. Now banks are in discussions with Aramco for the payment of the "incentive fee" under a clause in the contract that gives the Saudi government the discretion to pay banks an extra sum if the listing went well.
Aramco was advised by JP Morgan, Morgan Stanley, Bank of America Merrill Lynch, Citigroup, Credit Suisse, Goldman Sachs, HSBC, NCB Capital, and Samba Financial Group.
RAG-Stiftung sells 5.4% stake in Evonik for €632m.
RAG-Stiftung, the public sector foundation, agreed to sell 5.4% stake in Evonik, German specialty chemicals maker, in a €632m ($704m) private placement deal.
"Evonik has made substantial progress in its transformation into a best in class specialty chemicals company, and we are fully supportive of the management's strategy and long-term value creation. After reducing our holding in Evonik today, we intend to continue to be a long-term, significant shareholder, with an interest in a positive share price development of Evonik. The Placement is also expected to enhance the free-float and liquidity in the shares of Evonik Industries," Bernd Tönjes, RAG-Stiftung Chairman of the Board of Executives.
RAG-Stiftung was advised by Bank of America Merrill Lynch and UBS.
Pennon soars on report of rejecting KKR bid for unit Viridor. (FS)
Pennon said a previously announced review into its strategic focus was ongoing, and all options were being considered in response to a report that KKR had made a bid for the British water utility’s waste management business, Reuters reported.
Pennon in September said it would conduct a review of its strategic focus, growth options, and capital allocation policy given the strong performance of Viridor and its utility business South West Water.
“The review is ongoing and all options are being considered. We will update the market as and when it is appropriate to do so,” Pennon spokeswoman.
APAC
Nissan considers breaking away from Renault.
Nissan Motor executives examined the possibility of breaking away from Renault amid concerns that relations with the longtime French partner have turned dysfunctional after the ouster of former chief Carlos Ghosn, Bloomberg reported.
Since last year, Nissan has been exploring the pros and cons of sustaining the alliance, particularly when it comes to engineering and technology sharing.
SML considers $500m divestment.
SML Group, a closely held garment label maker for fashion brands and retailers globally, is exploring a sale of the business, which could fetch about $500m, Bloomberg reported.
Hong Kong-based SML is working with Citigroup to seek a buyer for the business. The company has drawn preliminary interest from investment funds as well as other companies in the industry.
Seazen plans $351m new share sale.
China's Seazen Group said it planned to sell new shares worth HK$2.73bn ($351m) to third party investors and that it would use the proceeds to fund its long-term business development and as general working capital.
The property development and management group plans to sell 311m shares, representing 5.01% of the enlarged share capital, at HK$8.78 ($1.12) each to at least six independent investors.
Seazen Group is advised by Citigroup.
Resolute in talks to divest Ravenswood gold mine for up to $207m. (FS)
Resolute Mining said it entered into talks with private equity fund EMR Capital Management to sell its Ravenswood gold mine in Australia for up to A$300m ($207m).
The sale would comprise an initial upfront payment of A$100m ($69m), and up to A$200m ($138m) in additional deferred consideration.
"While negotiations and documentation are advanced, there is currently no certainty that an agreement for the sale of Ravenswood will be reached between Resolute and EMR Capital," Resolute.
Hong Kong regulator gives the green light to UBS's IPO sponsorship.
Hong Kong's markets watchdog lifted UBS's ban on leading IPOs after 10 months, down from an initial one year, after a review of the bank's enhanced governance processes.
The ban kept the bank from sponsoring or leading, IPOs in Hong Kong because of due diligence failings on three prior IPOs. The regulator also fined it HK$375m ($48m) at the time.
Yum China to pick CICC, Goldman for Hong Kong listing.
Yum China Holdings is working with China International Capitaland Goldman Sachs on the preparations of its proposed second listing in Hong Kong, DealStreetAsia reported.
The operator of Pizza Hut and KFC restaurants in China is working with the banks on the share sale, which could take place as soon as this year.
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