FOXO Technologies, a technology company applying epigenetic science and AI to modernize the life insurance industry, agreed to go public via SPAC merger with Delwinds Insurance Acquisition, a special purpose acquisition company, in a $369m deal.
“Our goal is to modernize life insurance by making advances in longevity science fundamental to the product itself. This transaction is transformative in our effort to support the industry’s effort to modernize in the face of accelerating advances in science and technology to reach more consumers at a time when interest in life insurance is at all-time highs,” Jon Sabes, FOXO Founder and CEO.
Foxo Technologies is advised by Deutsche Bank, Mitchell Silberberg & Knupp, Stinson and ASTRSK PR. Delwinds Insurance Acquisition is advised by Cantor Fitzgerald, Cohen & Company, Houlihan Lokey, RBC Capital Markets, Ellenoff Grossman & Schole and Lamson Dugan & Murray. Financial advisors are advised by Proskauer Rose.
Zendesk announced that it has terminated the agreement and plan of merger by and among Zendesk, Milky Way Acquisition, and Momentive Global, after it did not receive the approval of its stockholders to adopt the proposal to issue shares of Zendesk common stock in connection with the proposed transaction at the stockholder meeting held on February 25, 2022.
“While we were excited by the potential of this transaction to transform the customer experience and create stockholder value, we respect and appreciate the perspectives of our stockholders. Our Board and management team remain laser-focused on our strategy and execution. Zendesk’s business has never been stronger, with accelerated revenue growth of 30% to $1.34bn in revenue in 2021 and a clear path to generating $3.4bn in revenue by 2025,” Mikkel Svane, Zendesk CEO and Founder.
The Justice Department filed an antitrust lawsuit challenging UnitedHealth Group's $13bn acquisition of health technology firm Change Healthcare, arguing the tie-up would unlawfully reduce competition in markets for commercial insurance and the processing of claims,
WSJ reported.
The deal, announced in January 2021, sought to bring a major provider of healthcare clinical and financial services, including the handling of claims, under UnitedHealth's Optum health-services arm.
Change Healthcare is advised by Morrow Sodali Global, Barclays, Goldman Sachs Simpson Thacher & Bartlett and Brunswick Group. UnitedHealth is advised by Cleary Gottlieb Steen & Hamilton and Sullivan & Cromwell. Optum is advised by Bank of America and Hogan Lovells. Blackstone is advised by Ropes & Gray.
Aaron's, an American lease-to-own retailer, agreed to acquire BrandsMart USA, an electronics retailer, for $300m.
"I am proud to share the momentous news that BrandsMart is joining the Aaron's family of companies. BrandsMart has been part of my family for over 45 years, and I am incredibly proud of our team and the success of the company we have built together. I am confident that the combined organization will benefit from our complementary strengths and will deliver growth opportunities and even greater value to our customers, employees and suppliers," Michael Perlman, BrandsMart President and CEO.
BrandsMart USA is advised by Cassel Salpeter & Co and Cooley. Aaron's is advised by Bank of America, Truist Bank and Jones Day. Debt financing is provided by Bank of America, Citizens Bank, JP Morgan and Truist Bank.
Energy Infrastructure Partners, a private equity firm, agreed to acquire a 30% stake in Boralex, an energy company, for $600m.
“We are grateful to the EIP team for the trust they’ve placed in us. We look forward to joining forces to fulfil our ambitions alongside a renowned player in our industry who knows the European renewable energy sector well and who shares our values of corporate social responsibility. In addition to creating significant value for our shareholders, this investment illustrates the quality of our team’s work in France and Canada and lets us showcase the leading platform we have been building for over 20 years,” Patrick Decostre, Boralex President and CEO.
Boralex is advised by Accuracy, KPMG, Lazard, EPILOGUE Avocats, Kaufhold & Reveillaud Avocats, Oxygen, Everoze and Mott MacDonald.
Chatham Asset Management, a private investment firm, completed the acquisition of RR Donnelley, an integrated communications company, for $2.3bn. Chatham Asset Management acquired all of the outstanding shares of RRD common stock for $10.85 per share in cash.
“We are excited about the next chapter in RRD’s journey, and I am personally thrilled to be leading the Company once again. Importantly, I am grateful to RRD’s employees, whose dedication and hard work have contributed to the Company’s success and momentum. Together with Chatham, we expect we will remain the industry leader in marketing and business communications and continue to meet the evolving needs of our clients," Thomas Quinlan, RRD President and CEO.
RRD is advised by Centerview Partners, Skadden Arps Slate Meagher & Flom and Joele Frank. Centerview Partners was advised by Debevoise & Plimpton. Chatham was advised by Jefferies & Company, Lowenstein Sandler, Olshan Frome Wolosky and Gasthalter & Co.
Liberty Strategic Capital, a private equity firm, led a $250m Series D round in BlueVoyant, a cyber defense platform, with participation from ISTARI, Eden Global Partners and 8VC.
"When we started BlueVoyant, we knew that cybersecurity was quickly becoming one of the most significant threats businesses and government agencies face, and something our team was uniquely prepared to address. The market demand we are seeing is tremendous and we see this trend accelerating as security professionals pivot to our outcomes-based cybersecurity solutions," Jim Rosenthal, BlueVoyant CEO.
BlueVoyant was advised by Davis Polk & Wardwell. Eden Global was advised by Abernathy MacGregor Group. ISTARI was advised by Allison+Partners. Liberty Strategic was advised by Paul Weiss Rifkind Wharton & Garrison.
Carvana, a company specializing in buying and selling cars online, agreed to acquire ADESA US, the second largest provider of wholesale vehicle auction solutions in the United States, from KAR Global, a used car dealers company, for $2.2bn.
"We are thrilled to welcome ADESA US to the Carvana family. Together with Carvana's existing operations, ADESA US's nationwide infrastructure network and robust, highly profitable business will accelerate Carvana's progress toward becoming the largest and most profitable automotive retailer," Ernie Garcia, Carvana Founder and CEO.
KAR Global is advised by Goldman Sachs and Skadden Arps Slate Meagher & Flom. Carvana is advised by Citigroup, JP Morgan and Kirkland & Ellis. Debt financing is provided by Citigroup and JP Morgan.
SmartStop Self Storage REIT, a self-managed and fully-integrated self storage company, agreed to acquire Strategic Storage Growth Trust II, a private REIT sponsored by an indirect subsidiary of SmartStop, for $280m.
"We are excited to announce this transaction and look forward to combining the high-quality assets in the SSGT II portfolio with SmartStop's existing portfolio. With this merger, the combined company will be better positioned to recognize expense efficiencies and aggregate size and scale for the future. Since all of the SSGT II portfolio is already branded as SmartStop® Self Storage, there will be total continuity of operations throughout the process," H. Michael Schwartz, SmartStop Chairman and CEO.
Strategic Storage Growth Trust II is advised by KeyBanc Capital Markets, Bass Berry & Sims and Shapiro Sher Guinot & Sandler. SmartStop is advised by Robert A. Stanger & Co, Nelson Mullins Riley & Scarborough and Venable.
AE Industrial Partners, a US-based private equity firm, agreed to acquire a majority stake in Firefly Aerospace, a provider of economical launch vehicles, spacecraft, and in-space services, from Noosphere Venture Partners, an international asset management firm. Financial terms were not disclosed.
With the acquisition of Noosphere's stake in Firefly, AEI will further expand its robust space investment portfolio, which includes investments in Redwire Space and Sierra Space.
AE Industrial Partners is advised by Ernst & Young, Covington & Burling and Lambert & Co. Noosphere is advised by Jefferies & Company, DLA Piper and Kirkland & Ellis.
Electric-car manufacturer Lucid Group was hit with a shareholder suit over claims the comapny's management made inaccurate statements about production ahead of an $11bn merger with special purpose acquisition company in order to give management the upper hand in negotiations.
The suit was brought in California federal court by plaintiff Zsata Williams-Spinks, a current shareholder of Lucid.
Lucid Motors was advised by Citigroup, Davis Polk & Wardwell and Brunswick Group. Churchill Capital IV was advised by Bank of America, Guggenheim Partners, Weil Gotshal and Manges and Gladstone Place Partners. Financial advisors were advised by Shearman & Sterling.
Barings BDC, an investment company, completed the merger with Sierra Income, a non-traded business development company, in a $624m deal. The transaction is expected to close in the first quarter of 2022.
"We are very excited to announce that we have entered into an agreement to purchase Sierra Income Corporation. This combination will create a scaled top-10 BDC with enhanced earnings profile, portfolio diversification, and best-in-class shareholder alignment," Eric Lloyd, Barings BDC Chairman and CEO.
Sierra Income was advised by Broadhaven Capital Partners, Sullivan & Worcester and Joele Frank. Barings BDC was advised by Wells Fargo Securities and Goodwin Procter. Financial advisors were advised by Cravath Swaine & Moore.
Nautic Partners, a middle-market private equity firm, agreed to acquire Vallen North America, a provider of indirect industrial supplies, from Sonepar Group, a provider of electrical products, solutions and related services. Financial terms were not disclosed.
"Vallen is led by CEO Chuck Delph and a deep management team. We are excited about Chuck and the team's ability to accelerate the business' growth trajectory in the coming years, and are thrilled to partner with them to support the company's future efforts. Additionally, we are excited to add another industrial distribution investment to our portfolio, as well as to lean on our prior experience with corporate carveouts to help Vallen successfully transition to a standalone organization," Chris Pierce, Nautic Managing Director.
Nautic Partners is advised by McDermott Will & Emery. Debt financing is provided by BMO Harris Bank, Capital One Financial Corporation and Wells Fargo Securities. Sonepar is advised by JP Morgan and Jones Day.
Churchill Downs, a racing, online wagering and gaming entertainment company, agreed to acquire Peninsula Pacific Entertainment, an operator of gaming venues, for $2.48bn.
“This unique set of assets expands our geographic footprint and provides additional scale. P2E has done an exceptional job developing and managing this collection of assets, which we are very excited to acquire and plan to strategically grow in the years ahead," Bill Carstanjen, Churchill Downs CEO.
Churchill Downs is advised by Macquarie Group and Sidley Austin. PEP is advised by Credit Suisse.
Monarch Alternative Capital, a private equity firm, offered to acquire Paramount Group, a real estate manager, for $2.6bn.
"Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Paramount Board of Directors will carefully review the unsolicited proposal to determine the course of action that it believes is in the best interest of the company and all Paramount stockholders," Paramount Group.
Paramount Group is advised by Bank of America, Goodwin Procter and Joele Frank.
Goldman Sachs Asset Management led a $175m Series E round in Bloomreach, a cloud e-commerce platform, with participation from Bain Capital Ventures and Sixth Street Partners.
"We're thrilled to partner with the Bloomreach team and join a group of high-caliber investors in supporting a category leader. The company's strong performance is a clear reflection of their innovative approach to the space and accelerating market tailwinds. We see tremendous opportunity ahead for Bloomreach as businesses evolve their commerce experiences for personalization and engagement," Stephen Kerns, Goldman Sachs AM Managing Director.
Goldman Sachs AM was advised by Vinson & Elkins.
Thoma Bravo-backed Imprivata, a provider of access management solutions, agreed to acquire SecureLink, a remote access software designed for technology provider, from Cove Hill Partners, a private equity firm, and Vista Equity Partners, a private equity firm. Financial terms were not disclosed.
"While it is an exciting day for Imprivata, our North Star has been and continues to be our customers. This integration will further expand our strategic vision of digital identity in healthcare and beyond," Gus Malezis, Imprivata CEO.
SecureLink is advised by Raymond James.
First Student, a provider of school bus transportation in North America, agreed to acquire Apple Bus, a Missouri-based provider of student and charter transportation services. Financial terms were not disclosed.
"At First Student, we see this as a logical step in our strategic commitment to grow our presence in North America. We are excited to have Apple Bus Company join our team. We look forward to introducing our industry-leading safety record, rigorous driver training programs and cutting-edge technologies to even more school districts, families and communities," Paul G. Osland, First Student President.
First Student is advised by Simpson Thacher & Bartlett.
Universal Security Instruments, a US-based manufacturer and distributor of safety and security devices, agreed to merge with Infinite Reality, a new Metaverse innovation and entertainment company. Financial terms were not disclosed.
"Today is a big day for Infinite Reality's mission of establishing economic fairness for all content creators. Infinite Reality is leading the revolution of the new creator-focused economy and is building a world in which its users will have access to, and earn money in, the social Metaverse, which includes minting, selling, and trading NFTs, providing creators themselves the ability to directly monetize their own content. This merger is an exciting next step and gives the company broader access to the capital markets, and further supports our commitment to disrupting social media and social commerce through the democratization of the open Metaverse. Infinite Reality has already secured over $50m in financing, and we are in the process of finalizing terms on further investments that will come into place upon the merger. As we become a publicly traded entity, we look forward to accelerating our platform and growth," John Acunto, Infinite Reality CEO.
Infinite Reality is advised by Sheldon Strategy & Consulting.
Rede D’Or São Luiz, a healthcare network in Brazil, agreed to merge with Sul America, a healthcare and insurance services provider. Financial terms were not disclosed.
The transaction encompasses two leaders in the Brazilian healthcare market, combining the largest hospital network with one of the major independent insurance companies in the country. The combination between the two companies is based on strategic pillars focused on the expansion and alignment of their health ecosystems, including the health, dental, life, pension, and investment businesses, to the benefit of all clients, beneficiaries, and business partners.
Sul America is advised by Rothschild & Co.
GIC-backed Barzel Properties, an investment fund, agreed to acquire 17 properties of GPA, a Brazilian retailer, for $234m.
The properites will then be rented by cash and carry chain Assai for 25 years, which could be extended for an additional 15 years. The deal still requires approval from Brazil's antitrust watchdog.
EVERTEC, a full-service transaction processing business, agreed to acquire BBR, a Chile-based payment solutions and business technology company with operations in Peru, for $60m.
"The acquisition of BBR complements our existing technology and product portfolio in Chile and opens the Peruvian market for Evertec. With this acquisition, we continue expanding our footprint and solidifying our position as a leading Latin American payment processing company," Mac Schuessler, Evertec President and CEO.
Hexagon, a provider of digital reality solutions combining sensor, software and autonomous technologies, agreed to acquire ETQ, a provider of SaaS-based quality management system, environment, health and safety and compliance management software. Financial terms were not disclosed.
"Integrating data from our metrology systems with Reliance leads to increasing levels of autonomy that improve a customer's ability to put quality and process data to work. ETQ also enables connectivity of quality data and processes across supply chains, bringing suppliers and customers into one system," Ola Rollén, Hexagon President and CEO.
Abry Partners and Hoplon Capital-backed illumifin, an insurance third-party administration and software provider, agreed to acquire LTCG, a provider of administrative solutions and clinical services to the long-term care insurance industry. Financial terms were not disclosed.
"The integration of illumifin and LTCG will deliver superior value to customers through our deep insurance knowledge, technology innovation and operational excellence. The combined company will be a true market innovator with unparalleled depth and capabilities to assist insurers as they continue their digital transformations," Phil Ratcliff, illumifin CEO.
BVK and Paramount joint venture to acquire flagship store of M&M from Sherwood Equities, a real estate investment company. Financial terms were not disclosed.
“M&M’s World has long-served as an icon for global tourism, and its recent 15-year renewal and significant commitment to improve the space is a testament to the long-term value of this iconic Times Square retail location,” Albert Behler, Paramount Chairman, CEO and President.
Kimberly-Clark, a pioneer of menstrual hygiene products, completed the acquisition of Thinx, an industry disruptor and provider of reusable period and incontinence underwear. Financial terms were not disclosed.
"The investment in Thinx paves the road for collaboration and allows us to work together to drive category growth with our retail partners while continuing to support Thinx in direct-to-consumer channels," Russ Torres, Kimberly-Clark Group President.
Chevron in talks for $3bn Renewable Energy Group deal.
Chevron is in advanced talks to buy Renewable Energy Group for about $3bn, as the oil major looks to make a big bet on green diesel.
Chevron is discussing paying $61.5 per share for Renewable Energy. A deal could be announced as soon as this week. No final decision has been made and the terms could change or talks could still fall through,
Bloomberg reported.
Under Armour announces $300m share repurchase agreements.
Under Armour, an American sports equipment company, announced that it has entered an accelerated share repurchase agreements with each of JP Morgan, National Association, Bank of America and Citigroup, to repurchase $300m of its Class C common stock.
Under the ASRs, Under Armour will pre-pay the $300m purchase price to the dealers and will receive an initial delivery of approximately 16m shares of Under Armour's Class C common stock, with any remaining shares expected to be received in May 2022. The final number of shares to be repurchased will be based on the volume-weighted average price of Under Armour's Class C common stock during the term of the ASRs, less an agreed discount and subject to adjustments pursuant to the terms of the ASRs.
Churchill Downs to exit online casino, sports-betting business.
Churchill Downs said it would exit the online casino and sports betting business, while maintaining its Web-based horse wagering operation, known as TwinSpires.
Chief Executive Officer William Carstanjen announced the move on a conference call with investors. The divestiture will happen over the next six months. The company will continue to operate sportsbooks in its casinos.
“The online sports betting and online casino space is highly competitive with an ever-increasing number of participants that the states have licensed. Many are pursuing maximum market share in every state with limited regard for short-term or potentially even long-term profitability," William Carstanjen.
Blackstone Private-Credit BDC raised $32bn of cash in 2021. (FS)
Blackstone raised $32bn of cash last year for a new private-credit fund amid red-hot demand for the growing asset class that offers higher yields and interest payments that rise as inflation jumps.
The firm’s Blackstone Private Credit Fund, an unlisted business development company that launched in January 2021 and mainly invests in first-lien loans, delivered a 12.4% total net return last year. That far exceeds the market return for leveraged loans of 5.2% in the same period, though the BCRED fund generated additional returns in part by investing borrowed money alongside investors’ equity,
Bloomberg reported.
Insight Partners raises $20bn for its twelfth flagship fund. (FS)
Insight Partners has raised $20bn for its twelfth flagship fund as the New York-based private equity and venture capital firm looks to ramp up investments in technology and software companies.
The sum is the firm's largest fundraise to date and is more than twice the size of its previous flagship fund, which closed at $9.5bn in April 2020. Insight Partners, which now has more than $90bn in regulatory assets under management, has also closed a co-invest fund that will participate in certain investments alongside the flagship fund.
Insight Partners is advised by Willkie Farr & Gallagher.
Northlight Capital Partners holds the second closing of Fund III. (FS)
Northlight Capital Partners, a leading middle-market real estate credit fund manager, has announced the second closing of its third institutional fund, Northlight Real Estate Opportunity Fund III.
Together with Northlight’s co-investment separately managed accounts, total capital commitments now exceed $125m. Northlight expects to have the NREOFIII final closing at the beginning of the second quarter of 2022.
AIMCo appoints Sandra Lau and James Barber as Co-CIOs. (FS, People)
Alberta Investment Management, a private equity firm, has appointed Sandra Lau to the role of co-Chief Investment Officer, Head of Public Investments, and James Barber to the role of co-Chief Investment Officer, Head of Private Investments.
Lau and Barber succeed Dale MacMaster, who announced his retirement from AIMCo last October having served 23 years with the organisation, the last seven as Chief Investment Officer. The transition is effective March 1, 2022.