The Walt Disney Company announced that it has successfully completed its $71bn takeover of Twenty-First Century Fox. The $38 per share, cash and stock offer was first announced in December 2017. Under the agreement, 21st Century Fox received, for each share of 21st Century Fox common stock, $38 in either cash or shares of Disney common stock.
“This is an extraordinary and historic moment for us—one that will create significant long-term value for our company and our shareholders,” said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. “Combining Disney’s and 21st Century Fox’s wealth of creative content and proven talent creates the preeminent global entertainment company, well positioned to lead in an incredibly dynamic and transformative era.”
Centerview Partners, Deutsche Bank, Goldman Sachs, Talwar Thakore & Associates, Allens, Allen & Overy, Cleary Gottlieb Steen & Hamilton, Hogan Lovells, Simpson Thacher & Bartlett and Skadden Arps Slate Meagher & Flom advised Twenty-First Century Fox. Guggenheim Partners, AZB & Partners, JP Morgan, Cleary Gottlieb Steen & Hamilton, Covington & Burling, Cravath Swaine & Moore, Herbert Smith Freehills, Fangda Partners, King & Wood Mallesons, Slaughter & May and Macfarlanes advised Walt Disney. Citigroup and Goldman Sachs provided debt financing. Debevoise & Plimpton and Weil Gotshal and Manges advised the debt providers.
Nexstar Media Group, a publicly traded American telecommunications company headquartered in Irving, Texas, sold 19 TV stations to American broadcasters Tegna and E.W. Scripps for $1.3bn. The deal was conducted in response to conditions set by the US Federal Communications Commission in order to gain approval for Nexstar's $4.1bn acquisition of Tribune Media.
Perry Sook, Chairman, President and CEO of Nexstar, commented: “As with our prior acquisitions, we announced the Tribune transaction after developing a comprehensive regulatory compliance plan for required station divestitures and a detailed integration plan that will result in significant synergy realization. The proposed divestitures announced today mark an important step in fulfilling Nexstar’s commitment to regulatory bodies to divest certain television stations in order to comply with the FCC local and national television ownership rules and to obtain FCC and Department of Justice approval of the proposed Nexstar / Tribune Media transaction."
Methuselah Advisors, Morgan Stanley and BakerHostetler advised E.W. Scripps. Greenhill & Co, JP Morgan, Hughes Hubbard & Reed, Jenner & Block and Nixon Peabody advised Tegna. Bank of America Merrill Lynch, Kirkland & Ellis and Wiley Rein advised Nexstar. Morgan Stanley and Wells Fargo provided debt financing to E.W. Scripps.
The Williams Companies, an energy company based in Tulsa, and Canada Pension Plan Investment Board formed a $3.8bn joint venture that will include Williams’ 100% owned Ohio Valley Midstream system and 100% of Utica East Ohio Midstream system. CPPIB will invest approximately $1.34bn for a 35% ownership stake in the joint venture. Williams will retain 65% ownership, will operate the combined business, and will consolidate the financial results of the joint venture in Williams’ financial statements.
“This joint venture will provide CPPIB additional exposure to the attractive North American natural gas market, aligning with our growing focus on energy transition,” said Avik Dey, Managing Director, Head of Energy & Resources, CPPIB. “The joint venture complements our recent investment in Encino Acquisition Partners, an anchor customer on UEO and other Williams gathering assets. Through these unique operations in highly attractive basins, we will further our strategy to establish U.S. midstream exposure alongside highly regarded and experienced operating partners such as Williams. We look forward to expanding this new joint venture over time.”
CIBC Capital Markets, Morgan Stanley and Gibson Dunn & Crutcher advised The Williams Companies.
Gryphon Investors, a San Francisco-based private equity firm, acquired a majority stake in LEARN Behavioural, the leading network of providers serving children with autism and other special needs, from LLR Partners. LLR and senior management will maintain minority stakes alongside Gryphon. Financial terms were not disclosed.
Gryphon Principal Luke Schroeder said: "There is a large unmet need for ABA therapy for children with autism spectrum disorder. The CDC currently estimates that one in 59 children is affected by autism spectrum disorder and there is a proven benefit from early intervention with comprehensive treatment. Gryphon is excited to team-up with LEARN, whose high-quality care and reputation as an employer of choice for clinicians provides a strong foundation for future growth."
Harris Williams & Co. and McGuireWoods advised LEARN Behavioural. Kirkland & Ellis and Berkery Noyes advised Gryphon Investors.
Airgas, an Air Liquide company, closed its acquisition of CI Capital Partners-backed Tech Air, a distributor of industrial, medical, and specialty gases. The deal was first announced in February. Financial terms were not disclosed.
Joost Thesseling, Managing Director at CI Capital, said: "We are grateful to have had the opportunity to support Tech Air CEO Myles Dempsey and his team in its buy-and-build strategy, which allowed Tech Air to become a leading packaged gas distributor. We congratulate the Tech Air management team on their unrelenting commitment to value creation. We wish them and Airgas all the best in the future."
Harris Williams & Co., Berenson & Co. and Paul Weiss Rifkind Wharton & Garrison advised Tech Air. Cleary Gottlieb Steen & Hamilton advised Airgas.
Kroger, an American retailing company, sold Turkey Hill, an American brand of iced tea, ice cream and other beverages and frozen desserts, to private equity firm Peak Rock Capital. Financial terms were not disclosed.
Robert Pistilli, Managing Director of Peak Rock Capital, said: "Turkey Hill represents an exciting opportunity to invest in a premier brand with an established reputation for quality, flavor variety, and authenticity, within the large and growing ice cream and refrigerated drinks space. We are impressed with the accomplishments of the business under the stewardship of Kroger and look forward to completing a seamless transition of the business to a standalone entity and partnering with Turkey Hill's management team to drive significant growth through continued product innovation."
Goldman Sachs and Kirkland & Ellis advised Kroger.
Goldman Sachs Asset Management, one of the world's leading investment managers, acquired the investment advisory unit of Standard & Poor's, an American financial services company. The unit provides non-discretionary investment advice across institutional sub-advisory and intermediary distribution channels globally. It has approximately $33bn in assets under supervision across multi-asset, equity and fixed income strategies as of December 31, 2018. Terms of the agreement were not disclosed.
"The firm is acquiring a compelling platform for growth and a differentiated team with a long track record of performance. The team's expertise will allow us to deliver greater value to the financial intermediaries and institutions we serve," said Timothy J. O'Neill and Eric S. Lane, co-heads of the Consumer and Investment Management Division at Goldman Sachs.
Davis Polk advised Standard & Poor’s.
Capital markets firm GenNx360 Capital Partners acquired Miller Environmental Group, the premier provider of reliable environmental solutions and industrial services to the Gulf Coast. Financial terms were not disclosed.
Matt Guenther, the GenNx360 Managing Partner who led the transaction, said: "We are pleased to make this investment in MEG. We recognized the Company as a leader in its sector and believe they are well-positioned to capitalize on the increasing demand for differentiated environmental services. We look forward to working with MEG's strong, experienced management team and to broaden its offerings through organic growth and strategic add-on acquisitions to expand its geographic reach."
Private equity firm GTCR and Gregory Lucier formed Corza Health. The new company will focus on acquiring companies and assets as part of a strategy to build a market-leading healthcare business with a particular focus on the broader life sciences and medical technology sector. Financial terms were not disclosed.
"We are excited to partner with Greg to build a leading healthcare company as part of The Leaders Strategy™," said GTCR Managing Director and head of Healthcare, Dean Mihas. "Greg has an exceptional track record in the sector, including his leadership as CEO of Life Technologies, transforming the business through organic growth and acquisition. Greg has a longstanding relationship with GTCR, including his role as a director of Cole-Parmer, a previous GTCR Fund XI company. His industry expertise, strategic vision and M&A acumen make him an ideal partner as GTCR commits to build another platform in this attractive segment of healthcare."
Insight Venture Partners invested in PDI, a leading global provider of enterprise software solutions to the convenience retail, wholesale petroleum and logistics industries. Insight Venture Partners joins Genstar and TA Associates, who will both retain minority stakes in PDI. Financial terms were not disclosed.
“Insight is an experienced investor with a long-term perspective that will help PDI continue to meet the growing and changing needs of our customers, innovate our software portfolio, and provide world-class global service. We believe the added capital and resources provided by Insight, in addition to the ongoing support and confidence from Genstar and TA Associates, will further the development of our advanced software portfolio and allow for strategic add-on acquisitions that we are confident will meet the needs of a rapidly changing market,” said Jimmy Frangis, CEO, PDI.
Warburg Pincus-backed Trident Energy to acquire Petrobras’ oil clusters. (FS)
According to a
Reuters exclusive, Warburg Pincus-backed firm Trident Energy, an independent oil and gas company focused on the acquisition and operational improvement of international, operated, mid-life producing assets, is in exclusive talks with Petroleo Brasileiro to acquire a pair of Brazilian oil clusters.
Petrobras had agreed in July to enter into exclusive talks with Ouro Preto Oleo e Gas, a Brazilian energy company backed by private equity firm EIG Global Energy Partners, to sell its Pampo and Enchova shallow water oil clusters off the coast of Rio de Janeiro. At the time, the clusters were expected to fetch around $1bn. However, Ouro Preto reduced its offer and Petrobras walked away.
PetroReconcavo entered negotations to acquire Petrobras’ onshore fields.
PetroReconcavo, an oil & natural gas company in Brazil, said that it had entered talks to acquire 34 onshore oilfields of Brazilian national integrated oil & gas firm Petrobras. Petrobras entered talks with the unlisted Salvador, Brazil-based company after upstart 3R Petroleum failed to receive financing for its $453m purchase of the fields, which was announced in late November. PetroReconcavo is likely to offer less for the assets.
Tower Arch Capital closed its second fund at $450m hard cap. (FS)
Tower Arch Capital held a final close on its second fund on $450m, reaching its hard cap. Tower Arch Partners II investors include current and former management team members, foundations, diversified financial institutions, endowments and family offices.
“We are thrilled to have a supportive base of existing investors and to be able to add an impressive group of new investors, which led to a quick and efficient fund closing,” said David Topham, Partner and Co-Founder of Tower Arch Capital. “We are also proud to have many of our Fund I management team members join us as investors in Fund II.”
Shannon Advisors and Kirkland & Ellis advised Tower Arch.
Glossier raised $100m in Sequoia Capital-led Series D funding round. (FS)
Glossier, the online cosmetics company with a cult following among millennials, raised $100m in the latest funding round led by Sequoia Capital, joining a clutch of billion-dollar makeup brands that are powered by the founders’ social-media popularity. The round valued the company at $1bn. The series D funding round included some existing and new investors such as Tiger Global Management and Spark Capital.
“Beauty consumers increasingly want to interact with brands and purchase products online,” said Megan Quinn, general partner at Spark Capital. “The industry’s conglomerates are ill-equipped to retrofit their businesses to this new reality.”
