AMERICAS
Taylor Morrison Home, a homebuilder and real estate developer, agreed to merge with William Lyon Homes, one of the largest Western US regional homebuilders, for $2.4bn. Taylor Morrison will acquire all of the outstanding shares of William Lyon Homes common stock for per share consideration of $2.50 in cash and 0.800 shares of Taylor Morrison common stock.
"The combined business will represent a powerhouse of a builder that can meet the strong demand of entry-level and first-time move-up buyers—consumer segments that represent 85% of William Lyon's closings last year. We are excited to join forces with Taylor Morrison and draw upon their proven track record and greater access to scale efficiencies to meet consumer demand with a reputable, quality product," Matthew R. Zaist, William Lyon Homes president and CEO.
JP Morgan and Latham & Watkins are advising William Lyon Homes. Citigroup and Paul Weiss Rifkind Wharton & Garrison are advising Taylor Morrison Home.
Kaman, an American aerospace company, agreed to acquire Bal Seal Engineering, a global provider of custom-engineered sealing, connecting, conducting, and EMI/RFI shielding solutions for worldwide industry, for $330m.
"Following the recent sale of our distribution business, Kaman's strategic focus has centered on growing our highly engineered products business, enhancing margins, and driving free cash flow generation. This complementary acquisition of Bal Seal will advance all three objectives by expanding the breadth of our product offering, increasing our exposure to attractive high growth markets, and driving meaningful near-term margin and cash flow accretion," Neal J. Keating, Kaman Chairman, President and CEO.
William Blair & Co and Pillsbury Winthrop Shaw Pittman are advising Bal Seal Engineering. JP Morgan and Skadden Arps Slate Meagher & Flom are advising Kaman.
HIG Capital completed its $250m acquisition of BioVectra, a contract drug manufacturer, from Mallinckrodt, a global biopharmaceutical company.
"Oliver and his team have expanded BioVectra's presence by pursuing strategic capital expenditure programs to significantly expand capacity. We believe the company is well positioned to capitalize on the growing demand for its broad set of technical capabilities and exceptional quality track record," Mike Gallagher, HIG Capital Managing Director.
HIG Capital was advised by Wells Fargo Securities and McDermott Will & Emery. Mallinckrodt was advised by Goldman Sachs, Latham & Watkins and Kekst CNC.
Marubeni, a general trading company and Mizuho Leasing, a general leasing company, offered to acquire Aircastle, a global company that acquires and leases high-utility commercial jet aircraft to customers throughout the world, for $7.4bn including debt.
"After a review of strategic alternatives by our Board of Directors, we are pleased to reach this agreement with Marubeni and Mizuho Leasing, which delivers tremendous value and immediate liquidity to our shareholders," Peter V. Ueberroth, Aircastle Chairman of the Board of Directors.
Citigroup, Conyers Dill & Pearman, Skadden Arps, Slate Meagher & Flom and The IGB Group are advising Aircastle.
FOX, an American television broadcasting company, agreed to acquire US-based TV stations from Nexstar Media Group, a publicly traded American telecommunications company, for $350m. As part of the buy/sell agreement FOX also sold Charlotte-based TV stations to Nexstar.
“The planned transactions with FOX address all of these strategic objectives and the net financial result is embedded in our pro-forma average annual free cash flow guidance for the 2019/2020 cycle of approximately $1bn," Perry Sook Nexstar Media Group Chairman, President and CEO.
Kirkland & Ellis and JCIR are advising Nexstar Media Group.
Cornell Capital-backed Knowlton Development Corporation, which provides personal care and household products, agreed to acquire Benchmark Cosmetic Laboratories, a custom formulator for established and emerging prestige beauty brands. Financial terms were not disclosed.
"Benchmark's capabilities naturally complement KDC/ONE's Innovation Lab, and its strong reputation for service and invention matches our own dedication to high-touch development and speed-to-market efficiency," Nicholas Whitley, KDC/ONE President and CEO.
Joele Frank is advising KDC.
Clearlake Capital-backed Gravity, a water and energy infrastructure company, agreed to acquire On Point, a contracted produced water midstream company focused on gathering and disposal operations in the Midland Basin, from White Deer Energy. Financial terms were not disclosed.
"This acquisition is transformational for Gravity and enables the company to offer expanded water handling infrastructure for producers operating in the core of the Midland Basin. Gravity continues to focus on providing the most reliable and efficient produced water gathering and disposal infrastructure for its customers. We are excited to expand our platform and welcome On Point and its proven management team to Gravity." Rob Rice, Gravity President and Chief Executive Officer.
Blicksilver Public Relations is advising Clearlake.
Seismic, a provider of a sales enablement platforms, agreed to acquire Percolate, a marketing campaign orchestration and content management platform. Financial terms were not disclosed.
With this acquisition, Seismic strengthens its ability for marketers to deliver personalized and compelling content throughout the entire customer journey and across all channels. This includes initial customer engagement via email, social, and other channels, as well as across customer-facing teams, such as sellers, customer success representatives, and partners.
"Marketers understand that producing personalized, compelling content is foundational to providing value to their company's bottom line and therefore the business at large. Percolate will be essential in helping Seismic widen our industry lead in enabling marketers do so in one-to-one customer interactions while also expanding our combined capabilities into all content initiatives and distribution channels," Doug Winter, Seismic co-founder and CEO.
Red Lorry Yellow Lorry is advising Seismic.
May River Capital-backed Hunt Valve Company, a specialty valve engineering and manufacturing company, completed the acquisition of Pima Valve, which supplies severe-duty bronze marine valves. Financial terms were not disclosed.
"The financial and organizational resources afforded by Hunt Valve's acquisition of Pima Valve underpins a strategic push toward high-performance, cost-effective manufacturing and technical know-how that will be a key part of the Navy supply chain in the coming years," David Bala, Pima Valve President.
Amperity, a software company in Seattle, Washington, agreed to acquire Custora, a customer analytics platform for consumer brands. Financial terms were not disclosed.
"This partnership represents a major milestone in Amperity's growth, allowing us to accelerate value for our customers and deliver the comprehensive end-to-end platform they need," Kabir Shahani, Amperity CEO and co-founder.
Discovery Life Sciences, a research biobank located in Los Osos, California, agreed to acquire QualTek Molecular Laboratories, which specializes in immunohistochemistry. Financial terms were not disclosed.
QualTek's acquisition significantly augments Discovery's existing histopathology services and creates a uniquely powerful suite of solutions that include one of the world's largest commercial biorepositories and biospecimen procurement networks, the HudsonAlpha Discovery sequencing and bioinformatics laboratory, and innovative flow cytometry and cell-based laboratory services.
Castik Capital-backed Waterlogic, a global designer, manufacturer, distributor and service provider of purified drinking water dispensers, completed its acquisition of Pure Water Technology Ohio and Pure Water Technology Georgia, two major water dispenser businesses in the US. Financial terms were not disclosed.
"Waterlogic was the natural acquirer for our businesses. I am delighted that our customers and employees will be joining Waterlogic and look forward to seeing PWT Ohio and PWT Georgia go from strength to strength under Waterlogic's ownership," Tom Skerl, PWT Ohio and PWT Georgia Owner.
Arthur J. Gallagher & Co, a US-based global insurance brokerage and risk management services firm, agreed to acquire BonusDrive, which offers a national automobile voluntary benefit program to channel partners such as employers, associations and insurance companies. Financial terms were not disclosed.
"BonusDrive is an attractive strategic addition to Gallagher's existing voluntary benefit offerings," J. Patrick Gallagher, Arthur J. Gallagher Chairman, President and CEO.
UST Global, a digital transformation solutions company, agreed to acquire ComplyUSA, a comprehensive compliance assessment and privacy automation platform. Financial terms were not disclosed.
"Privacy laws are now in a state of flux both at the state level and at a federal level causing a significant 'known unknown' impact on our clients. Automation is critical to effectively manage varying SAR workloads. ComplyUSA is a complete automation led solution that assists companies not only in managing privacy compliance but also in unlocking the value of customer data by building trust," Niranjan Ramsunder, UST Global Chief Technology Officer.
RelaDyne, a provider of lubricants, fuel, diesel exhaust fluid, and industrial reliability services, agreed to acquire Richard Oil and Fuel, a full-service oil, lubricant, gasoline and diesel fuel distributor serving Louisiana. Financial terms were not disclosed.
“Partnering with Richard Oil is an exciting opportunity to further strengthen our operations in the Southeast. Situated in the heart of one of our strongest regions, the Richard Oil team will immediately be able to take advantage of the unmatched scope of products and services that RelaDyne has to offer,” Larry Stoddard, RelaDyne President and CEO.
ftrack, a creator of the production tracking and media review platform, agreed to acquire Cospective, which develops visual communication tools for synchronized review of creative projects. Financial terms were not disclosed.
This acquisition will enable Cospective to offer 24-hour product support via the global ftrack organization. In the longer-term, the acquisition will supply Cospective with additional resources to further develop features and workflow solutions with a focus on media review and approval.
Sound Seal Holdings, a portfolio company of The Stephens Group and a manufacturer of noise control products, agreed to acquire Lamvin, a manufacturer of acoustical wall and ceiling products for commercial construction. Financial terms were not disclosed.
“This acquisition just made sense. With Lamvin as part of our family, Sound Seal is able to expand our architectural product portfolio and gain a national manufacturing presence that will allow us to better service and grow the west coast market. Having a brick and mortar facility in California puts us at a strong geographical advantage as we will now be more responsive and better equipped to support our valuable reps and distributors coast to coast.”Joe Lupone, Sound Seal CEO.
Iwatani Corporation of America, a global Japanese conglomerate in the fields of cooking products, industrial gases, ceramics, electronics, plastics, chemicals, metals, and agri-bio, agreed to acquire Advanced Specialty Gases, a premier provider of a broad portfolio of specialty gases and services. Financial terms were not disclosed.
"Iwatani was a natural fit for our family to transition ownership to. Iwatani will continue to invest in the business to grow, expand its product offerings and bring enhanced value propositions to customers," David Stein, Advanced Specialty Gases Owner and President.
Xerox ponders a takeover offer for HP.
Xerox, an American global corporation that sells print and digital document products and services, considers making a takeover offer for HP, a personal computer and printer maker, which would value the firm at $27bn. There is no guarantee Xerox will follow through with an offer or that one would succeed.
A deal would join two household names with storied pasts that have been scrambling to retool their businesses as the need for printed documents declines. Both companies are in cost-cutting mode and a union could afford new opportunities to shed expenses—to the tune of more than $2bn, WSJ reported.
GFL Environmental abandons $2.4bn IPO plans.
GFL Environmental, an environmental services company with headquarters in Toronto, abandoned its $2.4bn initial public offering, with no immediate plans to revisit the markets.
The shareholders have determined that the intended $18 per share does not represent a fair value for the company, Chief Executive Officer Patrick Dovigi said. Institutional investors pushed GFL to price its deal at $18 a share, partly because of concerns about the company’s debt load, Reuters reported.
Brazil’s president signs bill to privatize Eletrobras.
Brazil’s President Jair Bolsonaro signed a bill for the privatization of state-run Centrais Eletricas Brasileira, a major Brazilian electric utility company.
The bill may face strong resistance in Congress because the government dropped the idea of maintaining a golden share in the company that would assure it the power to veto decisions once sold, which many lawmakers see as a needed guarantee for the country’s security, Reuters reported.
EMEA
TDR Capital, a British private equity firm, completed the acquisition of BCA Marketplace, a used vehicle marketplace, for $2.7bn. The offer price represents a premium of approximately 25% to BCA's closing share price of 195 pence per share on Jun. 19 2019.
"BCA is a high-quality business that operates in a market that is changing rapidly, driven by evolving customer demands and digital disruption. TDR has a strong track record of investing in businesses and partnering with management to develop and grow their operations. We are highly supportive of BCA management and believe that with the right investment and support, BCA can continue to grow and evolve its market-leading automotive aftermarket services offering for the benefit of its customers, employees and partners," TDR Capital.
Goldman Sachs, Jefferies & Company, Bryan Cave Leighton Paisner, Kinmont, Buchanan and Square1 Consulting advised BCA. Bank of America Merrill Lynch, HSBC, Kirkland & Ellis, Linklaters, Ashurst and Tulchan Communications advised TDR Capital. Bank of America Merrill Lynch, HSBC and RBC Capital Markets provided debt financing.
Private equity firm Naxicap Partners agreed to acquire alwitra, a flat roof specialist based in Trier, Germany. Financial terms were not disclosed.
"alwitra is very well-positioned in Germany, with strong market presence and brand power. Together with the alwitra management team and its entire staff, we will continue to develop the company long into the future, in particularly by leveraging and maximizing its international growth potential," Peter Pergovacz, Naxicap Partners Germany Managing Director.
Industrieconsult and Beiten Burkhardt are advising alwitra. Roland Berger, Taub, Accuracy, Morgan Lewis & Bockius, Watson Farley & Williams and IWK Communication Partner are advising Naxicap Partners.
FSN Capital, a private equity company, agreed to acquire majority stakes in each of Fellowmind, eCraft and Orango, three European business software systems providers, to create a leading European group specialized in Microsoft Business Applications and Digital Workplace. Financial terms were not disclosed.
"We've noticed the increasing demand of customers for a more integrated approach to their digital transformation. Thanks to the merger with eCraft and Orango, we are now better able to lead our international customers on their journey into digital transformation. We are delighted to have found FSN as a strategic partner for enabling our future growth. They understand our market and share the belief of putting people at heart," Emiel Putman, Fellowmind CEO.
HDR Partners, Baker McKenzie, KPMG, Bain & Company, JLT and Implement Consulting Group is advising FSN Capital.
Kendrion, which develops, manufactures and markets electromagnetic and mechatronic systems, agreed to acquire INTORQ, a machining manufacturer in Aerzen, Germany, for €80m ($89m).
"This transaction substantially strengthens our position in industrial brakes and further expands our footprint in China. The acquisition creates a leading industrial brake company that provides our customers with a broad set of industrial brake technology products, while optimizing operational efficiencies," Joep van Beurden, Kendrion CEO.
Deutsche Bank and ARQIS Rechtsanwalte are advising INTORQ. ING Bank and Allen & Overy are advising Kendrion.
Endava, a technology services provider, agreed to acquire Intuitus, a provider of technology and digital due diligence, and other technology advisory services to private equity clients. Financial terms were not disclosed.
“The Private Equity space has always been an area of focus and strength for Endava, driven by the ability to increase equity value through digital transformation. Joining forces with Intuitus strengthens this position, bringing increased execution capability and a great portfolio of clients,” John Cotterell, Endava CEO.
CAMELOT Consulting Group, a consulting specialist for integrated value chain management, agreed to acquire PulseShift, which offers digital solutions for data-driven management of change and transformation processes in organizations. Financial terms were not disclosed.
“We have expanded our consulting portfolio in a client-oriented manner by adding PulseShift’s intelligent solutions for data-driven transformation management. Starting today, we will be offering our clients a unique solution approach tailored to the requirements of the 21st century so they can proactively and successfully manage change in their companies,” Jorma Gall, CAMELOT managing partner.
Bishop Fox, the largest private professional services firm focused on offensive security testing, agreed to acquire SoNeMo, a Spain-based startup focused on advanced attack-surface discovery and analysis. Financial terms were not disclosed.
"We are excited to bring Borja onboard to help us continue to advance our offensive security technology, tools, and processes. He understands both the technology and our objectives as we continue to incorporate innovative attack techniques and detection mechanisms into our managed services," Jon Rose, Bishop Fox Vice President of Managed Security Services.
GIC, a Singaporean sovereign wealth fund, agreed to acquire a 9.9% stake in Anticimex, an international modern pest control company, from EQT Partners for $356m.
"EQT is pleased to welcome GIC as a new investor and business partner that can help strengthen Anticimex' position in Asia. Anticimex will now continue its journey towards becoming the global leader in preventive pest control with further international expansion and investments in the next generation of digital pest control technologies. Bringing in investors like GIC is part of EQT's continuous effort to internationalize Anticimex' shareholder base and strengthen the Company with value-adding partners," Per Franzén, EQT Partner.
Inflexion-backed Radius Payment Solutions, a payment and fleet services company, agreed to acquire The Burley Group, an insurance broker. Financial terms were not disclosed.
"This move is a great move for Radius as it significantly strengthens our insurance division with a company that has a long history of providing great service to its customers. We plan to both significantly expand the sales operation as well as create new products driven by data from our telematics platform. We look forward to working with the MD Matthew Mawson and his experienced team over the months ahead as we start to develop and execute our plans," Bill Holmes, Radius Payment Solutions Chief Executive.
Zebra Technologies, a public company that manufactures and sells marking, completed the acquisition of Cortexica Vision Systems, a provider of vision, machine learning, action recognition & video analysis solutions. Financial terms were not disclosed.
“The acquisition of Cortexica further advances our Enterprise Asset Intelligence vision by providing computer vision-based sensing to enable our customers to operate more effectively in increasingly automated, data-powered environments. Cortexica’s computer vision expertise provides customers greater visibility into the status of assets at the operational edge of their businesses through vision-based sensing and advanced analytics capabilities,” Anders Gustafsson, Zebra Technologies CEO.
EPAM Systems, a global provider of digital platform engineering and software development services, agreed to acquire NAYA Technologies and its US subsidiary, providers of big data, software development and cloud migration expertise. Financial terms were not disclosed.
This acquisition complements EPAM's technology consulting practice and further enhances its strong capabilities in data management and cloud services.
"With the increasing pressures of digitalization, the majority of our clients are migrating to the cloud for greater agility, security and scalablity. By providing integrated data consulting, delivery and automation capabilities, EPAM's true end-to-end services will enable our customers to seamlessly transition and optimize their enterprise platforms on the cloud to achieve these benefits," Max Bogretsov, EPAM SVP of Technology Solutions.
eToro, a global multi-asset investment platform, agreed to acquire Delta, a crypto portfolio management tools. Financial terms were not disclosed.
"I'm thrilled to welcome Delta to the eToro family. They have a fantastic product which we believe will make a great addition to our crypto offering. We will be exploring how we can continue to diversify Delta, and will integrate with eToroX so customers can trade from within the app, and also looking to broaden the scope beyond crypto to reflect the many different asset classes offered by eToro," Doron Rosenblum, eToroX Managing Director.
Advisers to receive £280m in fees from the LSE-Refinitiv deal. (FS)
Bankers, lawyers and other advisers are set to take home a combined £281m ($362m) for their work on the London Stock Exchange’s $27bn takeover of financial data provider Refinitiv, in a huge payday for some of London’s top dealmakers.
Saudi Aramco offered Petronas to participate in its IPO.
Saudi Aramco approached Malaysian state energy company Petronas to participate in its IPO, as the Middle Eastern oil giant seeks cornerstone investors for the listing, Reuters reported. The Saudi government plans to sell 2% of state-run Aramco, the world's most profitable company, in a domestic listing on Dec.11.
The approach comes as Petronas, officially known as Petroliam Nasional, nears the start of commercial operations at a $27bn refinery and petrochemical project built jointly with Aramco in southern Malaysia.
Chinese state-owned entities are also in talks about investing a combined $5bn to $10bn in Aramco’s IPO.
KKR closed its latest flagship European buyout fund at €5.8bn. (FS)
KKR & Co closed its latest flagship European buyout fund at €5.8bn ($6.4bn). The fund will be focused on private equity-related transactions in the core markets of Western Europe.
“KKR has been investing in Europe for over twenty years and our position has never been stronger. We will invest our fifth European fund by maintaining the differentiated approach that has served us so well to date, combining our local country knowledge with the skill and insights of our sector teams to source and execute investments. Europe’s complex dynamics create significant opportunities to deploy capital and continue delivering value and outperformance for our investors.” Johannes Huth, KKR Member and Head of EMEA.
Macquarie Capital to acquire fiber broadband network in Spain. (FS)
Macquarie Capital, the arm of Macquarie Group specialized in project development and construction across the infrastructure and energy sectors, and Aberdeen Standard Investments signed an agreement with MasMovil, Spain’s fourth-largest telecoms operator, to acquire a c. 940k building units Fibre-to-the-Home network in Spain. Financial terms were not disclosed.
“This deal will further open up the Spanish broadband market, creating more competition amongst retailers and encouraging more people to upgrade their broadband access. By applying Macquarie’s expertise as global infrastructure developers and flexible balance sheet capital, our role will be to enable the company’s growth through the next stages of its development,” Mark Bradshaw, Macquarie Capital Head of Infrastructure Projects, Europe & Americas.
Total looking to sell its stake in Nigerian offshore block.
Total, a French multinational integrated oil and gas company, is looking to divest its 12.5% stake in a major deepwater oilfield off the coast of Nigeria. The stake is valued at up to $750m. The sale process is part of Total’s plan to sell $5bn of assets by 2020.
Rothschild & Co is advising Total.
Alitalia administrators neutral towards Delta, Lufthansa offers.
Reuters reported that Alitalia’s administrators had no preferred option between Delta Air Lines and Lufthansa, the two groups talking with rail operator Ferrovie dello Stato about rescue for the troubled Italian carrier.
Ferrovie, which is leading a state-orchestrated effort to rescue Alitalia, will have to choose between the two foreign carriers in the next weeks as the financial performance of Alitalia was deteriorating.
Finland's Cramo in takeover talks.
Cramo, Europe's second-largest rental services company, is in advanced talks over a potential offer for the business. The firm did not disclose the name of the offeror.
“If negotiations concerning the potential tender offer are successful, Cramo expects that a voluntary cash tender offer for all of the outstanding shares in Cramo would be made at an offer price of €13.25 ($14.7) per share,” Cramo.
Shan Foods considers selling a majority stake.
Shan Foods, a Pakistani producer of packaged spice mixes, considers selling a majority stake in itself in a deal that would value the company at $250m.
The company is working with a financial adviser on the sale and has approached potential buyers, including Unilever.
APAC
Allianz acquired a 4% stake in Taikang Life from Goldman Sachs for $1bn.
Allianz, a German multinational financial services company, acquired part of Goldman Sachs' stake in Chinese insurer Taikang Life Insurance Co. Goldman Sachs retains an 8.6% stake in the company.
SoftBank’s Son admits turning ‘blind eye’ to WeWork mistakes.
Masayoshi Son, the founder of SoftBank, admitted he had turned a “blind eye” to governance lapses at WeWork but vowed to revive the crisis-hit group after disclosing a $4.6bn writedown on the Japanese company’s investment in it.
The dismal results came two weeks after SoftBank agreed a $9.5bn package to rescue the US office-sharing group following an aborted attempt at an initial public offering. The deal saw WeWork’s valuation sink from $47bn in January to $8bn. Despite the setback, Masayoshi Son defended SoftBank’s strategy.
“I made a bad investment decision and I am deeply remorseful. But there is no change to my strategy or vision,” Masayoshi Son, SoftBank founder.
Sinochem chairman assures merger with ChemChina is still underway.
Frank Ning Gao Ning, chairman of Chinese state-run Sinochem Group, a conglomerate primarily engaged in the production and trading of chemicals and fertilizer and exploration and production of oil, said the planned merger with China National Chemical was still underway. He denied the rumors that the parties abandoned talks on the deal.
Ning also said the company is working on plans to list crop and seed company Syngenta on the Shanghai stock exchange.
China looking to sell its stake in Anbang.
China is looking to sell its 98% stake in Anbang, a Chinese holding company whose subsidiaries mainly deal with insurance, banking, and financial services. The state took control of Anbang in 2017 after Wu Xiaohui, its chairman, was accused of fraud.
The potential price for the company was unclear with the talks over a sale in their early stages.
Postal Savings Bank of China looking to raise $4.7bn in IPO.
Postal Savings Bank of China, a commercial retail bank, is looking to raise up to $4.7bn through an initial public offering in Shanghai in the largest mainland IPO in four years. The Beijing-based lender is selling up to 5.95bn A shares.
China International Capital Corporation, Postal Securities, CITIC Securities and UBS are co-sponsors of the IPO.
Megvii looking to delay its IPO.
Megvii Technology, a Chinese technology company that designs image recognition and deep-learning software, is considering whether to delay its IPO given uncertainty over whether it can secure its existing $4bn valuation while on an American blacklist, Bloomberg reported.
The artificial intelligence startup is discussing with advisors whether to proceed with the planned Hong Kong share sale this month or hold off as they try to get off the US “Entity List,” which cuts off access to key American technology.
MPK Partners looking to raise a $6bn buyout fund. (FS)
North Asia-focused private-equity firm MBK Partners is looking to raise a $6bn fifth buyout fund. The company plans to reach the first close by the end of November and the final close by the second half of next year.
Like MBK’s previous buyout funds, the fund will seek deals that give it control, with a focus on industries underpinned by domestic consumption growth, such as consumer, tech and financial services in South Korea, China and Japan.
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