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Summary Information
Target
Acquiror
Sector
Value ($mm)
Premium
Announce Date
Estimated Completion Date
Deal Type
Deal Nature
Transaction Data
Lock-up
Break Fee As % Deal
Upside
Downside
Implied Odds of Deal Breaking
Target Financial Advisor
Acquiror Financial
Consideration
Cash Consideration
Share Consideration
Spin-off/ Other Consideration
Implied Consideration Value
Arbitrage Return
Current Price
Current Spread
Deal Duration (Days)
Yield
Notes
Key Conditions
ticker
Acquiror Ticker
target_name
acquiror_name
Announce Date
Estimated Completion Date
type
nature
sector
cash
shares
ask_target
size_mm
premium
upside
downside
lock_up
break_fee_pct
odds_of_deal_breaking
spin_off_other
implied_consideration_bid
bid_target
bid_to_bid
Yield
days
target_financial
acquiror_financial
target_legal
acquiror_legal
notes
key_conditions
AAN
The Aarons Company, Inc.
IQVentures Holdings, LLC
17-June-24
30-September-24
Merger
Friendly
Retail
10.10000
0.00000
9.94000
504.00000
0.33952
0.29500
-2.29668
0.02
0.11
0.00000
10.22500
9.93000
0.28500
0.16147
69
JPMorgan
Stephens
Jones
King
Definitive agreement; Headquartered in Atlanta, The Aarons Company, Inc. is a leading, technology-enabled, omnichannel provider of lease-to-own and retail purchase solutions of appliances, electronics, furniture, and other home goods across its brands: Aarons, BrandsMart U.S.A, BrandsMart Leasing, and Woodhaven. Aarons offers a direct-to-consumer lease-to-own solution through its approximately 1,220 company-operated and franchised stores in 47 states and Canada, as well as its e-commerce platform. BrandsMart U.S.A. is one of the leading appliance retailers in the country with 11 retail stores in Florida and Georgia, as well as its e-commerce platform; IQVentures Holdings, LLC is a leading fintech organization; The Board conducted a thorough review of our strategic options and ultimately determined that a sale to IQVentures represented the best way to maximize shareholder value; The transaction was unanimously approved by the Board of Directors of The Aarons Company and is expected to close by the end of the year, subject to shareholder approval, regulatory approval and other customary closing conditions; The transaction is not subject to a financing condition; Under the terms of the Merger Agreement, the Company is permitted to continue to pay its regular quarterly dividend, not in excess of $0.125 per Share; Outside date November 30, 2024; Parent has obtained debt financing and equity financing commitment letters to finance the Transactions and to pay related fees and expenses (the Financing), subject to certain terms and conditions set forth in the commitment letters; Valuation: 12.8x EPS (2025E), 3.7x EBITDA (2025E), 0.23x sales (2025E);
>50% vote target; HSR expiry;
ACI
KR
Albertsons Companies, Inc.
Kroger
14-October-22
30-September-24
Merger
Friendly
Retail
27.25000
0.00000
20.21000
24600.00000
0.32840
7.17000
0.01
0.00
0.00000
27.37000
20.20000
7.16000
3.97756
69
GS / CS
Citi / Wells
Jenner / White / Debevoise
Weil / Arnold
Definitive agreement; Albertsons Companies is a leading food and drug retailer in the United States. As of June 18, 2022, Albertsons Companies operated 2,273 retail food and drug stores with 1,720 pharmacies, 402 associated fuel centers, 22 dedicated distribution centers and 19 manufacturing facilities; Under the terms of the merger agreement, which has been unanimously approved by the board of directors of each company, Kroger will acquire all of the outstanding shares of Albertsons Companies, Inc. ("Albertsons Cos.") common and preferred stock (on an as converted basis) for an estimated total consideration of $34.10 per share, implying a total enterprise value of approximately $24.6 billion, including the assumption of approximately $4.7 billion of Albertsons Cos. net debt. Subject to the outcome of a store divestiture process, the cash component of the $34.10 per share consideration may be reduced by the per share value of a newly created standalone public company ("SpinCo") that Albertsons Cos. is prepared to spin off at closing in conjunction with the regulatory clearance process; As part of the transaction, Albertsons Cos. will pay a special cash dividend of up to $4 billion to its shareholders. The cash component of the $34.10 per share consideration will be reduced by the per share amount of the special cash dividend, which is expected to be approximately $6.85 per share. This cash dividend will be payable on November 7, 2022, to shareholders of record as of the close of business on October 24, 2022; The combined company expects to achieve approximately $1 billion of annual run-rate synergies net of divestitures within the first four years of combined operations with approximately 50% being achieved within the first two years following close; In connection with obtaining the requisite regulatory clearance necessary to consummate the transaction, Kroger and Albertsons Cos. expect to make store divestitures. As described in the merger agreement and subject to the outcome of the divestiture process, Albertsons Cos. is prepared to establish an Albertsons Cos. subsidiary (SpinCo). SpinCo would be spun-off to Albertsons Cos. shareholders immediately prior to merger closing and operate as a standalone public company; The per share cash purchase price payable to Albertsons Cos. shareholders in the merger would be reduced by an amount equal to (i) three times four-wall adjusted EBITDA for the stores contributed to SpinCo divided by the number of Albertsons Cos. common shares (including common shares issuable upon conversion of Albertsons Cos. preferred stock) outstanding as of the record date for the spin-off plus (ii) the per share amount of a special pre-closing cash dividend of up to $4 billion payable to Albertsons Cos. shareholders, which is expected to be approximately $6.85 per share; Kroger has $17.4 billion of fully committed bridge financing in place from Citi and Wells Fargo; Albertsons Cos. shareholders holding more than a majority of Albertsons Cos. common stock have either delivered a written consent or committed to delivering a written consent approving the transaction no later than October 18, 2022 and Albertsons Cos. shareholders holding more than a majority of Albertsons Cos. preferred stock have already approved the transaction. No further action by Albertsons Cos. shareholders will be needed or solicited in connection with the merger; The transaction is expected to close in early 2024, subject to the receipt of required regulatory clearance and other customary closing conditions, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; Represents the #2 merging with #4 grocery store company, for a combined 12% market share; Roughly 30% of Krogers locations have an Albertsons within a five-mile radius, while about half of Albertsons stores have a Kroger within that range; Outside date January 13, 2024, provided that the Outside Date may be extended by either Parent or the Company by written notice to the other party for one or more 30-day periods not to exceed 270 days in the aggregate; arent entered into a commitment letter with Citigroup Global Markets Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC pursuant to which the Commitment Parties have committed to provide, subject to the terms and conditions set forth in the Commitment Letter, a 364-day $17.4 billion senior unsecured bridge term loan facility; Divestiture cap: 650 stores; Valuation: 11.7x EPS (2023E), 5.6x EBITDA (2023E), 0.32x sales (2023E); Nov 4 2022 Attorney General of the State of Washington has been granted a temporary restraining order restraining company from paying dividend, hearing Nov 10; Nov 8 2022 court denied request of state AGs to block special dividend; Dec 2 2022 ACI / KR filed PREM14c for written consent to approve deal, closing early 2024: Dec 6 2022 ACI / KR received second request from FTC; Sept 8 2023 ACI / KR announced comprehensive divestiture plan, entered a definitive agreement with C&S Wholesale Grocers for the sale of select stores, banners, distribution centers, offices and private label brands for $1.9 billion, cancelled previously contemplated spin-off, closing early 2024; Feb 26 2024 FTC sues to block merger, stating largest supermarket merger in U.S. history will eliminate competition and raise grocery prices for millions of Americans, while harming tens of thousands of workers; Apr 22 2024 announced amended divestiture package that responds to concerns raised by federal and state antitrust regulators regarding the original agreement, updated divestiture package increases the total store count by 166 to include 579 stores that will be sold to, and continue operating as they do today by the new owner, C&S;
HSR expiry (second request from FTC Dec 6 2022, Feb 26 2024 FTC sues to block merger);
AFBI
Affinity Bancshares, Inc
Atlanta Postal Credit Union
30-May-24
31-March-25
Merger
Friendly
Financial
22.50000
0.00000
21.19000
144.36000
0.32665
1.38000
-4.16000
0.04
0.25
0.00000
22.50000
21.12000
1.37000
0.09570
251
Performance Trust
Hovde
Luse
Honigman
Definitive agreement; Affinity Bancshares, Inc. is a Maryland corporation, based in Covington, Georgia, with approximately $870 million in assets. Its bank subsidiary, Affinity Bank, was founded in 1928 and is a leader in the business community specializing in developing industry specific solutions to support niche / select businesses, such as: commercial real estate, construction, dental and medical practices, and indirect auto lending; Atlanta Postal Credit Union is Georgias oldest credit union and the largest postal credit union in the United States; The transaction is structured as a purchase and assumption agreement whereby APCU will acquire Affinity Bank by purchasing substantially all assets and assuming substantially all liabilities of Affinity Bank in an all-cash transaction; The agreement was unanimously approved by the Boards of Directors of APCU/Center Parc and Affinity; The transaction is expected to close during the fourth quarter of 2024 or the first quarter of 2025, subject to receiving all regulatory approvals, approval by Affinity shareholders and other customary closing conditions; Following the closing of the transaction, Affinity and Affinity Bank will liquidate, dissolve and distribute their remaining assets to Affinity shareholders; Under the terms of the purchase and assumption agreement, APCU will pay Affinity Bank an aggregate amount estimated to provide Affinity with sufficient cash to have $22.50 per share in cash available for distribution to its shareholders, subject to potential increase for levels of tax payments; The acquisition will allow APCU/Center Parc to expand their reach throughout Atlanta and surrounding communities, as well as increase their market base and expertise. Affinity Bank customers will become members of APCU/Center Parc, gaining access to a full range of membership benefits offered by the credit union such as digital banking, checking, savings, various consumer loans, residential mortgages and more; Valuation: 24.5x EPS (LTM), 1.17x BV, 1.38x TBV; Outside date August 15, 2025, unless the date is extended by the mutual written agreement of the parties; provided, however, that such date will be automatically extended to November 15, 2025;
>50% vote target; Fed; FDIC;
AGR
Avangrid, Inc.
Iberdrola, S.A.
17-May-24
31-December-24
Merger
Friendly
Utilities
35.75000
0.00000
35.57000
27880.88867
0.11440
1.08000
-2.68034
0.81600
0.00
0.29
0.00000
36.63000
35.55000
1.07000
0.06954
161
Moelis
MS
Paul / Latham
White / Clifford
Definitive agreement; Avangrid has two primary lines of business: networks and renewables. Through its networks business, Avangrid owns and operates eight electric and natural gas utilities, serving more than 3.3 million customers in New York and New England. Through its renewables business, Avangrid owns and operates a portfolio of renewable energy generation facilities across the United States; Iberdrola, Europes largest electricity utility by market capitalization and one of the worlds top three electricity companies, is a leader in renewables, spearheading the energy transition to a low carbon economy; Mar 7 2024 announced unsolicited proposal at $34.25 (DA bumped priced 4.4%); Iberdrola, S.A. owns approximately 81.6% of Avangrids issued and outstanding shares of common stock; Avangrid expects to continue paying regular quarterly cash dividends not to exceed $0.440 per share through the closing of the transaction, including a pro-rated dividend for any partial quarter prior to the closing; The Board of Directors of Avangrid, acting on the unanimous recommendation of the Unaffiliated Committee of the Board of Directors (the Special Committee) that led the consideration of strategic alternatives and the negotiation of the terms of the transaction, unanimously approved the agreement, which is subject to a number of customary conditions, including affirmative votes of (1) the holders of a majority of all outstanding shares of common stock of Avangrid, (2) the holders of a majority of all outstanding shares of common stock held by Avangrids shareholders other than Iberdrola, its subsidiaries, and their controlled affiliates and (3) the holders of a majority of the outstanding shares of Avangrid common stock other than Iberdrola, Arizona Merger Sub, Inc., their affiliates, any members of the board of Avangrid who are employed by Iberdrola or its affiliates, any officer of Avangrid and any family members, affiliates or associates of the foregoing; The transaction is expected to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including receipt of the shareholder approvals described above and the approval of the Federal Energy Regulatory Commission, the Maine Public Utilities Commission and the New York Public Service Commission; The transaction is not subject to a financing condition; Valuation: 14.8x EPS (2025E), 10.6x EBIDA (2025E), 3.24x sales (2025E); Outside date June 30, 2025, subject to one three-month extension, exercisable by either Parent or Avangrid;
FERC (filed June 3 2024); Maine Public Utilities Commission (filed May 31 2024); New York Public Service Commission (filed May 31 2024);
AGS
PlayAGS, Incorporated
Brightstar Capital Partners
09-May-24
30-September-25
Merger
Friendly
Gaming
12.50000
0.00000
11.41000
1100.00000
0.39509
1.10000
-2.44000
0.01
0.31
0.00000
12.50000
11.40000
1.09000
0.07982
434
Macquarie
Jefferies / Barclays / Citizens
Cooley
Kirkland
Definitive agreement; PlayAGS, Incorporated is a global gaming supplier of high-performing slot, table, and interactive products; Brightstar Capital Partners is a middle market private equity firm focused on investing in industrial, manufacturing, and services businesses where Brightstar believes it can drive significant value with respect to the management, operations, and strategic direction of the business; The Companys Board of Directors has unanimously approved, and recommended that the Companys stockholders approve, the agreement; The proposed transaction, which is expected to close in the second half of 2025 is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of AGS stockholders; Funds affiliated with Brightstar Capital Partners (such funds, collectively, the Investors) have delivered an equity commitment letter (the Equity Commitment Letter) to Parent, pursuant to which, the Investors have committed to provide Parent, on the terms and subject to the conditions set forth in the Equity Commitment Letter, an aggregate equity commitment to fund a portion of the payment of the aggregate Merger consideration and other amounts required to be paid under the Merger Agreement (the Equity Financing). Barclays Bank PLC, Citizens Bank, N.A. and Jefferies Finance LLC are parties to a debt commitment letter (the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters) delivered to Parent and have agreed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, certain debt financing to fund a portion of the payment of the aggregate Merger consideration and other amounts required to be paid under the Merger Agreement; Outside date May 8, 2025, subject to either partys ability to extend for up to two additional 90-day periods; Valuation: 21.0x EPS (2025E), 6.3x EBITDA (2025E), 2.85x sales (2025E);
>50% vote target; HSR expiry; Gaming regulatory approvals;
ALE
ALLETE, Inc.
CPP Investments / GIP
06-May-24
28-June-25
Merger
Friendly
Utilities
67.00000
0.00000
64.66000
6200.00000
0.19111
5.22000
-5.98246
0.02
0.47
0.00000
69.82000
64.60000
5.21000
0.08683
340
JPMorgan / Houlihan
Skadden
Definitive agreement; ALLETE, Inc. is an energy company headquartered in Duluth, Minnesota. ALLETEs largest business unit, Minnesota Power, is an electric utility which serves 150,000 residents, 14 municipalities, and some of the nations largest industrial customers. In addition to Minnesota Power, ALLETE owns Superior Water, Light and Power, based in Superior, Wisconsin, ALLETE Clean Energy, based in Duluth; BNI Energy in Bismarck, N.D.; and New Energy Equity, headquartered in Annapolis, Maryland; and has an 8% equity interest in the American Transmission Co; The agreement provides commitments with respect to workforce retention, as well as maintaining compensation levels and benefits programs. The agreement also honors union contracts including our strong partnership with the International Brotherhood of Electrical Workers. ALLETEs Minnesota Power and Superior Water, Light and Power (SWL&P) will continue as independently operated, locally managed, regulated utilities. Bethany Owen will continue as Chief Executive Officer, and the current management team will continue to lead ALLETE and remain as the primary points of contact for customers, regulators and other stakeholders. ALLETE will continue to be headquartered in Duluth, Minnesota. ALLETE and its family of businesses and the Minnesota Power Foundation will continue to make economic and charitable contributions in its service territories to support vibrant and sustainable communities, close opportunity gaps, and help people of all ages live with purpose and passion. ALLETE will continue to invest corporate resources and employee volunteer hours to help build thriving communities; Following the close of the acquisition, Minnesota Power and SWL&P will continue to be regulated by the Minnesota Public Utilities Commission (MPUC), the Public Service Commission of Wisconsin (PSCW) and the Federal Energy Regulatory Commission (FERC). The acquisition is not expected to impact retail or municipal rates for utility customers; The acquisition was unanimously approved by ALLETEs Board of Directors and is expected to close in mid-2025, subject to the approval of ALLETEs shareholders, the receipt of regulatory approvals, including by the MPUC, PSCW and FERC, and other customary closing conditions; Dividends payable to ALLETE shareholders are expected to continue in the ordinary course until the closing, subject to approval by ALLETEs Board of Directors; The Merger Agreement also provides that the Company may request that Parent purchase up to a total of $300 million of preferred stock of the Company in the second half of 2025, subject to certain parameters. If Parent declines to purchase the preferred stock, the Company will have the right to issue Company common stock up to certain limits; Outside date August 5, 2025 (subject to extension for an additional two successive three-month periods if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied); 16.4x EPS (2025E), 11.6x EBITDA (2025E), 3.52x sales (2025E); July 17 2024 filed EC, deadline Aug 21 2024;
>50% vote target; HSR expiry; CFIUS; FERC; FCC; Minnesota Public Utilities Commission (MPUC); Public Service Commission of Wisconsin (PSCW); EC (filed July 16 2024); China SAMR; Turkey;
ALIM
ANIP
Alimera Sciences, Inc.
ANI Pharmaceuticals, Inc.
24-June-24
30-September-24
Merger
Friendly
Pharma
5.50000
0.00000
5.60000
438.70001
0.74603
-0.04000
-2.41136
0.00
0.05000
5.55000
5.59000
-0.05000
-0.04642
69
Centerview / Perella
Guggenheim / RJ
DLA
Hughes
Definitive agreement; Alimera is a global pharmaceutical company whose mission is to be invaluable to patients, physicians and partners concerned with maintaining better vision longer. Alimeras two commercial products treat diabetic macular edema (DME) and chronic non-infectious uveitis affecting the posterior segment (NIU-PS) of the eye. ILUVIEN (fluocinolone acetonide intravitreal implant 0.19mg) is indicated for DME in the U.S., Europe and the Middle East as well as for NIU-PS in Europe and the Middle East. YUTIQ (fluocinolone acetonide intravitreal implant 0.18mg) is available in the U.S. only and is indicated for the treatment of chronic NIU-PS; Strengthens Rare Disease segment as largest driver of future growth, expected to add approximately $105 million in highly durable branded revenue; Adds two commercial assets ILUVIEN and YUTIQ with significant growth potential, expanding ANIs foothold in key strategic therapeutic area of ophthalmology; Anticipated to drive high single digit to low double digit accretion in adjusted non-GAAP EPS in 2025 and to be substantially accretive thereafter; Expected to generate additional $35 - $38 million in 2025 adjusted non-GAAP EBITDA inclusive of approximately $10 million in identified cost synergies; additional EBITDA contribution expected from accelerated growth of Purified Cortrophin Gel in ophthalmology; Increased geographic diversification with Alimeras established ex-US footprint, including direct operations in Europe; The transaction, which values Alimera at approximately $381 million in up front consideration, has been approved by both the ANI and Alimera Boards of Directors and is expected to close late in the third quarter of 2024, as further described below; Alimera investors will also be entitled to a CVR for up to $0.50 per share, based on achieving net revenue in excess of specified thresholds in 2026 and 2027: Up to $0.25 per share upon achieving net revenues in excess of $140M in 2026 (sliding scale for net revenues of up to $150M), Up to $0.25 per share upon achieving net revenues in excess of $160M in 2027 (sliding scale for net revenues of up to $175M); The transaction is not subject to a financing condition. ANI intends to finance the transaction using a combination of cash on hand and debt financing. ANI has obtained $280M of committed financing from J.P. Morgan and Blackstone Credit & Insurance; The transaction has been approved by the Boards of Directors of both companies. The transaction is expected to close late in the third quarter of 2024, subject to customary closing conditions, including receipt of required regulatory approvals and approval by Alimeras shareholders; Valuation: 21.7x EPS (2025E), 13.5x EBITDA (2025E), 3.62x sales (2025E);
>50% vote target; HSR expiry (filed June 28 2024);
ALLG
Allego N.V.
Madeleine Charging B.V.
17-June-24
31-July-24
Tender Offer
Friendly
Industrial
1.70000
0.00000
1.70000
834.46698
1.29730
0.01000
-0.95000
0.73000
0.00
0.01
0.00000
1.70000
1.69000
0.00000
0.00000
8
Citi / UBS
MS
Weil
Allen
Definitive agreement; Allego N.V. is a leading provider of electric vehicle charging network; With offices in Addis Ababa, Amman, Dakar, Istanbul, Johannesburg, Libreville, Luxembourg, Paris, Vienna and Washington DC, Meridiam manages over US$22 billion and more than 125 projects to date; Neither the tender offer nor the completion of the other parts of the transaction are contingent on any minimum number of ordinary shares in the capital of Allego being tendered and are not subject to any financing or regulatory approval conditions; Shareholders that do not elect to tender their ordinary shares will remain investors in the delisted Company; As part of the transaction, Meridiam reaffirms its commitment to the long-term interests of Allego and its business. It reiterates its support for Allegos existing strategy and commits to make available to Allego an amount of EUR 46 million in order to develop, operate and maintain charging sites in Germany and, once delisted, an additional amount of EUR 310 million of new equity-like capital to support Allegos growth; The independent members of Allegos board have unanimously approved the transaction, and have determined that the transaction is in the best interests of Allego and its business and promotes the sustainable success and the sustainable long-term value creation of its business, having taken into account the interests of Allegos stakeholders; Meridiam currently owns approximately 73.0% of all issued and outstanding shares of Allego; Meridiam intends to launch the Offer with the purpose of providing an immediate exit opportunity to all Allego minority shareholders. Allego shareholders are not required to tender their Shares in the Offer, and Meridiam does not intend to pursue a squeeze-out of any minority Allego shareholders; The transaction committee, comprised of the independent members of the Board of Directors of the Company (the Transaction Committee), has unanimously approved the Transaction, and has determined that the Transaction is in the best interests of Allego and its business and promotes the sustainable success and the sustainable long-term value creation of its business, having taken into account the interests of Allegos stakeholders; The completion of the Offer is not subject to any conditions requiring a minimum number of tendered Shares, the receipt of any regulatory or third-party approvals, or the completion of any financing to provide funding for the Offer. Meridiam and the Company expect that the Offer and the Delisting will be completed in the third quarter of 2024;
None
AMED
UNH
Amedisys, Inc.
UnitedHealth Group
26-June-23
30-August-24
Merger
Friendly
Healthcare
101.00000
0.00000
97.90000
3782.80005
0.28450
3.27000
-19.10000
0.03
0.15
0.00000
101.00000
97.73000
3.26000
0.37050
38
Guggenheim
Paul
Sullivan
Definitive merger agreement; Amedisys, Inc. is a leading healthcare at home Company delivering personalized home health, hospice and high-acuity care services; Superior proposal to OPCH deal; June 5 2023 AMED received unsolicited proposal from Optum (UnitedHealth Group) at $100.00 cash per share, 15.9% premium to OPCH consideration, could reasonably be expected to result in superior proposal - the deal would combine the second- and third-largest home health providers for a net 10% market share; June 26 2023 AMED entered into acquisition by UNH for $101.00 cash per share (superior proposal), terminated OPCH deal; Outside date June 25, 2024 (can be extended to December 27, 2024); Valuation: 21.7x EPS (2024E), 17.0x EBITDA (2024E), 1.59x sales (2024E); June 28 2024 signed a definitive agreement to divest its Personal Care division to HouseWorks, LLC;
>50% vote target; HSR expiry (filed July 5 2023, received a second request from the DOJ Aug 4 2023 );
AMK
AssetMark Financial Holdings, Inc.
GTCR
25-April-24
31-October-24
Merger
Friendly
Financial
35.25000
0.00000
34.60000
2659.27002
0.33220
0.66000
-8.13000
0.68400
0.03
0.08
0.00000
35.25000
34.59000
0.65000
0.07031
100
MS
UBS / Barclays / BofA / Jefferies
Davis
Kirkland / Paul
Definitive agreement; AssetMark Financial Holdings, Inc. is a leading wealth management technology platform for financial advisors; GTCR is a leading private equity firm with substantial investment expertise in financial technology, wealth and asset management. Since its inception, GTCR has invested more than $25 billion in over 280 companies, and the firm currently manages $40 billion in equity capital; AssetMarks Board of Directors has unanimously approved the transaction and recommended the transaction to its stockholders. After AssetMarks Board of Directors approved the transaction, the definitive agreement was signed, and the transaction was approved by written consent of stockholders representing a majority of the outstanding voting interests of the Company; The transaction is subject to customary closing conditions and required regulatory approvals and is expected to close in Q4 2024; The consummation of the transaction is not subject to any financing condition. The transaction will be financed with a credit facility and equity capital from funds affiliated with GTCR. UBS Investment Bank and Barclays served as co-lead financial advisors to GTCR and are providing debt financing support for the transaction; Outside date May 1, 2025; GTCR Fund XIV/A LP, GTCR Fund XIV/C LP, GTCR Co-Invest XIV/A LP and GTCR Co-Invest XIV/B LP, each an investment fund affiliated with Parent, have delivered an equity commitment letter to Parent (the Equity Commitment Letter), pursuant to which, upon the terms and subject to the conditions set forth therein, such funds have committed to provide equity financing in the aggregate amount set forth therein. UBS AG, Stamford Branch, UBS Securities LLC and Barclays Bank PLC (collectively, Lenders) have delivered a debt commitment letter to Parent (the Debt Commitment Letter), pursuant to which, upon the terms and subject to the conditions set forth therein, such Lenders have agreed to provide debt financing to Parent up to the amounts set forth in the Debt Commitment Letter at the closing of the Merger; Valuation: 12.4x EPS (2025E), 8.7x EBITDA (2025E), 3.15x sales (2025E); Inside date June 10 2024; Signed CA December 5, 2023; AMK is a Delaware corporation with no revenue from or operations within the PRC, not subject to regulation by PRC authorities; Controlling shareholder Huatai Securities Co. announced is working with advisers to sell stake on Dec 18 2023;
HSR expiry (filed May 14 2024); FINRA; China Securities Regulatory Commission; Department of Finance of Jiangsu Province of the Peoples Republic of China; National Securities Clearing Corporation; Specified U.S. state governmental entities;
ANSS
SNPS
Ansys
Synopsys
16-January-24
31-March-25
Merger
Friendly
Tech
197.00000
0.34500
312.22000
35000.00000
0.28706
74.72945
-11.28488
0.03
0.87
0.00000
385.64944
310.92001
80.55530
0.39797
251
Qatalyst
Evercore
Skadden
Cleary
Definitive agreement; Ansys, Inc. is an American multinational company with its headquarters based in Canonsburg, Pennsylvania. It develops and markets CAE/multiphysics engineering simulation software for product design, testing and operation and offers its products and services to customers worldwide; Bringing together Synopsys pioneering semiconductor electronic design automation (EDA) with Ansys broad simulation and analysis portfolio will create a leader in silicon to systems design solutions; Synopsys and Ansys have had a successful and growing partnership since 2017, and share a culture built on integrity, execution excellence and empowering customers; The combined company expects to achieve approximately $400 million of run-rate cost synergies by year three post-closing and approximately $400 million of run-rate revenue synergies by year four post-closing, growing to more than approximately $1 billion annually in the longer-term; Synopsys intends to fund the $19 billion of cash consideration through a combination of its cash on hand and debt financing. Synopsys has obtained $16 billion of fully committed debt financing; The transaction is anticipated to close in the first half of 2025, subject to approval by Ansys shareholders, the receipt of required regulatory approvals and other customary closing conditions; Valuation: 36.5x EPS (2025E), 28.9x EBITDA (2025E), 15.8x Adj EBITDA after synergies (2025E), 12.9x sales (2025E); Ansys Board of Directors has unanimously approved the Merger Agreement; The Exchange Ratio is expected to result in Ansys equityholders and Synopsys equityholders owning approximately 16.5% and 83.5%; With regard to the Stock Consideration, if the aggregate number of shares of Synopsys Common Stock to be issued in connection with the Merger would exceed 19.9999% of the shares of Synopsys Common Stock issued and outstanding immediately prior to the Effective Time (the Maximum Share Number), (a) the Exchange Ratio will be reduced to the minimum extent necessary such that the aggregate number of shares of Synopsys Common Stock to be issued in connection with the Merger does not exceed the Maximum Share Number and (b) the Per Share Cash Amount will be correspondingly increased to offset such adjustment; Outside date January 15, 2025 (may be extended to January 15, 2026); May 6 2024 SNPS to sell its software integrity business to Clearlake Capital and Francisco Partners;
>50% vote target; HSR expiry (filed Jan 29 2024, pulled and refiled Mar 1 2024, received second request from the FTC Apr 1); EC; Israel; Japan; South Korea; Taiwan; Turkey; UK CMA; Austria; Belgium; Investment Canada; France; Germany; Ireland; Italy; Spain; Sweden; China SAMR (filed July 10 2024);
ATRI
NDSN
Atrion Corporation
Nordson Corporation
28-May-24
26-August-24
Merger
Friendly
Industrial
460.00000
0.00000
457.87000
800.00000
-0.00633
2.50000
0.22000
0.02
0.00
0.00000
460.00000
457.50000
2.49000
0.06000
34
Truist
MS
A&O
Davis
Definitive agreement; Atrion Corporation is a developer and manufacturer of products primarily for medical applications, a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions; The proposed transaction was unanimously approved by the Boards of Directors of Atrion and Nordson; Completion of the proposed transaction is expected in the third quarter of 2024, subject to the satisfaction of customary closing conditions, including the receipt of customary regulatory clearances and approvals; Three of Atrions largest stockholders, holding approximately 22% of Atrions outstanding shares, have entered into voting and support agreements with Nordson under which they have agreed, on customary terms and conditions, to vote all their Atrion shares in favor of the proposed transaction; The acquisition expands Nordsons medical portfolio into new markets and therapies, supported by long-term secular growth trends; Atrions portfolio consists of three key businesses that will significantly expand Nordsons addressable market in infusion and cardiovascular therapies: Halkey Roberts is a leader in infusion fluid delivery solutions, including single-use OEM medical components such as swabable and pressure relief valves, Atrion Medical is a leading provider of OEM interventional inflation devices for balloon catheterization, stent deployment and fluid delivery in structural heart, ENT and GI procedures, Quest Medicals highly differentiated myocardial protection devices and single-use consumables deliver real-time precise drug administration during cardiovascular surgery; The transaction is expected to close prior to Nordsons fiscal year-end 2024, pending applicable regulatory and stockholder approvals and will be funded through a combination of cash on hand and newly issued financial debt; Valuation: 40.8x EPS (LTM), 21.7x EBITDA (LTM), 4.53x sales (LTM); Outside date February 28, 2025;
>50% vote target; HSR expiry (filed June 11 2024, attained July 11 2024); Italy (filed June 21 2024); Turkey (filed June 24 2024, attained July 11 2024);
AUGX
Augmedix, Inc.
Commure, Inc.
19-July-24
30-September-24
Merger
Friendly
Healthcare
2.35000
0.00000
2.28000
127.38900
1.55435
0.08000
-1.35000
0.38000
0.04
0.06
0.00000
2.35000
2.27000
0.07000
0.17428
69
Evercore
MS
Morrison
Kirkland
Definitive agreement; Augmedix, Inc. is a leader in ambient AI medical documentation and data solution; Commure, Inc. is a leading provider of technology to healthcare systems; Augmedixs Board of Directors unanimously approved the transaction; The closing of the transaction is expected in late Q3 or early Q4, subject to approval by Augmedix stockholders and the satisfaction of other customary closing conditions; The transaction is expected to be funded from Commures cash on hand and available liquidity; Outside date January 21, 2025; In total, the stockholders that signed the Voting Agreements hold outstanding shares of Company Common Stock representing approximately 38% of the Companys voting power; Valuation: 1.91x sales (2025E);
>50% vote target; HSR expiry;
AXNX
BSX
Axonics, Inc.
Boston Scientific Corporation
08-January-24
30-August-24
Merger
Friendly
Healthcare
71.00000
0.00000
68.03000
3400.00000
0.23328
3.05000
-10.38000
0.02
0.23
0.00000
71.00000
67.95000
3.04000
0.52256
38
JPMorgan
K&L
Definitive agreement; Axonics, Inc. is a publicly traded medical technology company primarily focused on the development and commercialization of differentiated devices to treat urinary and bowel dysfunction; The purchase price is $71 in cash per share, reflecting an equity value of approximately $3.7 billion and an enterprise value of approximately $3.4 billion; Axonics brings a complementary product portfolio to the Boston Scientific Urology business. Axonics has pioneered and introduced significant enhancements to sacral neuromodulation therapy for bladder and bowel dysfunction and urethral bulking for women with stress urinary incontinence, both of which are among the fastest growing segments in urology; Boston Scientific expects to complete the transaction in the first half of 2024, subject to customary closing conditions; Axonics revenue growth profile is anticipated to be highly accretive to the Boston Scientific Urology business in 2024. The impact to Boston Scientific adjusted earnings per share is expected to be immaterial in 2024 and accretive thereafter; The boards of directors of Axonics and Boston Scientific have unanimously approved the transaction, which is expected to close in the first half of 2024 after satisfaction of customary closing conditions, including approval of Axonics stockholders and receipt of required regulatory approvals; We consider our primary competition to be implantable SNM devices offered by Medtronic. Medtronics InterStim X and InterStim Micro are currently the only other implantable SNM devices approved for commercial sale in the United States by the FDA. We also compete with other third-line treatments, such as BOTOX injections, a product sold by Allergan plc, PTNS, as well as more invasive surgical treatment options, and drugs for the treatment of OAB and FI. We also face competition from Boston Scientific for the treatment of SUI with its bulking agent; Valuation: 97.0x EPS (2025E), 63.3x EBITDA (2025E), 6.41x sales (2025E); Outside date January 8, 2025 (can be extended to January 8, 2026); Apr 4 4024 received a second request from the FTC;
>50% vote target; HSR expiry (filed Jan 30 2024, pulled and refiled Mar 4 2024, received a second request from the FTC on Apr 4 2024);
AY
Atlantica Sustainable Infrastructure plc
Energy Capital Partners
28-May-24
31-December-24
Scheme
Friendly
Infrastructure
22.00000
0.00000
22.06000
7549.57080
0.18855
0.84000
-2.79119
0.42200
0.00
0.23
0.00000
22.89000
22.05000
0.83000
0.08738
161
Citi
Skadden
Latham
Definitive agreement; Atlantica Sustainable Infrastructure plc is a sustainable infrastructure company that owns a diversified portfolio of contracted renewable energy, storage, efficient natural gas, electric transmission and water assets in North & South America, and certain markets in EMEA; Energy Capital Partners (ECP), founded in 2005, is a leading equity and credit investor across energy transition, electrification and decarbonization infrastructure assets, including power generation, renewables and storage solutions, environmental infrastructure and sustainability, efficiency & reliability assets facilitating the energy transition. The ECP team, comprised of 90 people with 850 years of collective industry experience, deep expertise and extensive relationships, has consummated more than 100 equity (representing nearly $60 billion of enterprise value) and over 20 credit transactions since inception; The transaction is to be completed pursuant to a scheme of arrangement (the Scheme) under the U.K. Companies Act 2006; Algonquin Power & Utilities Corp. and Liberty (AY Holdings), B.V. (collectively, Algonquin), which hold approximately 42.2% of Atlanticas shares, have entered into a support agreement with Bidco pursuant to which Algonquin has agreed, subject to the terms of that agreement, to vote its shares in favor of the Scheme; This transaction is the culmination of a thorough and comprehensive strategic review process; The transaction is subject to, among other conditions, approval by Atlanticas shareholders of the Scheme, sanction of the transaction by the High Court of Justice of England and Wales, and regulatory approvals in different jurisdictions, including clearance under the Hart-Scott-Rodino Act, by the Committee on Foreign Investment in the United States and by the Federal Energy Regulatory Commission in the United States; The transaction is expected to close in the fourth quarter of 2024 or early first quarter of 2025; Atlantica expects to continue paying its current quarterly dividend of $0.445 per share through to the closing of the transaction, subject to the approval of its board of directors at the relevant times; In addition to ECP, Bidco contains a group of more than 10 institutional co-investors who share Atlantica and ECPs view of the Companys attractive growth prospects; Bidco has secured committed financing in connection with the Transaction, consisting of a combination of (i) equity to be provided by certain funds managed and advised by ECP, who have agreed to capitalize Bidco subject to the terms and conditions set forth in an equity commitment letter, and (ii) debt financing to be provided by the sources thereof, subject to the terms and conditions set forth in a debt commitment letter; Under the Transaction Agreement, the parties have agreed that (i) Closing shall not occur prior to August 26, 2024 without the consent of Bidco and (ii) if, at the time all Closing conditions have been satisfied or waived (other than those that are to be satisfied at Closing), certain third-party consents have not yet been obtained, then Closing shall not occur prior to November 27, 2024 without the consent of Bidco and the Company; Outside date April 27, 2025; The AQN Support Agreement will terminate upon termination of the Transaction Agreement and certain other events specified therein, provided that if the Transaction Agreement is terminated due to the Company entering into a definitive transaction for a Superior Proposal, the AQN Support Agreement will only terminate if the consideration in such transaction is at least 3.5% higher than the Per Share Consideration set out in the Transaction Agreement; Valuation: 33.4x EPS (2025E), 8.9x EBITDA (2025E), 6.25x sales (2025E);
>75% vote target; HSR expiry; CFIUS ; FERC; Foreign Investment Laws in Italy and Spain; South Africa Competition Act; Mexico COFECE;
BALY
Ballys Corporation
Standard General L.P.
25-July-24
30-April-25
Merger
Friendly
Gaming
18.25000
0.00000
16.75000
4600.00000
0.71846
1.52000
-6.11000
0.26400
0.00
0.20
0.00000
18.25000
16.73000
1.51000
0.11879
281
Macquarie
Citizens
Sullivan / Potter / Nixon
Fried
Definitive merger agreement; Ballys Corporation is a global casino-entertainment company with a growing omni-channel presence. It currently owns and manages 15 casinos across 10 states, a golf course in New York, a horse racetrack in Colorado, and has access to OSB licenses in 18 states. It also owns Ballys Interactive International, formerly Gamesys Group, a leading, global, online gaming operator, Bally Bet, a first-in-class sports betting platform, and Bally Casino, a growing iCasino platform; In lieu of receiving the Cash Consideration, Ballys stockholders may elect to retain all or a portion of their Ballys stock by means of a rollover election; Pursuant to the Merger, Ballys will combine with The Queen Casino & Entertainment Inc. (QC&E), a regional casino operator majority-owned by funds managed by Standard General; In connection with the transaction, in addition to Standard General, Sinclair Broadcast Group, Inc. (Sinclair), and Noel Hayden have committed to support the Merger and to make rollover elections. As a result, at least 47% of Ballys outstanding fully-diluted equity interests will be rolled over into the Combined Company; Standard General owns 26.4% of BALY shares; A special committee of independent and disinterested directors (the Special Committee) of Ballys Board of Directors, which has been advised by its own independent financial and legal advisors in evaluating the Merger and the Cash Consideration, determined that the Merger is in the best interest of Ballys and its stockholders (aside from Standard General, Sinclair and Noel Hayden) and unanimously recommended that the Companys Board of Directors approve the Merger. Acting upon the recommendation of the Special Committee, Ballys Board of Directors approved the Merger and recommends that stockholders approve the Merger; Standard General has obtained $500 million of committed financing (the Financing) to support the Merger (together, the Transaction). The cash proceeds from the Financing, in connection with the Companys existing resources, will be used to effectuate the Merger and fund the Cash Consideration to Ballys stockholders; The Transaction is subject to receipt of regulatory approvals, the approval by Ballys stockholders (other than Standard General, Sinclair and Noel Hayden), and satisfaction of other customary closing conditions, and is expected to close in first half of 2025; Valuation: 7.8x EBITDA (2025E), 1.71x sales (2025E); Outside date July 25, 2025;
>50% vote target; HSR expiry; Gaming approvals;
BATL
Battalion Oil Corporation
Fury Resources, Inc.
15-December-23
30-June-25
Merger
Friendly
Oil & Gas
9.80000
0.00000
4.19000
450.00000
0.85606
6.48000
0.38000
0.02
0.00
0.00000
9.80000
3.32000
6.47000
2.17124
342
Houlihan
Jefferies
Mayer
K&L
Agreement and Plan of Merger; Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States; The Preferred Stock of the Company held by Luminus Management LLC and funds and accounts managed by Oaktree Capital Management, L.P., or their respective affiliates (collectively, the "Rollover Stockholders"), will be contributed to Buyer in exchange for new preferred shares of Buyer, or sold to Buyer for cash, in each case at a valuation based on the conversion or redemption value of such Preferred Stock; The transaction is expected to close in the first quarter of 2024, subject to various closing conditions. Such conditions include customary closing conditions, such as the approval of Battalions stockholders; Parent has received debt commitments from Fortress Credit Corp. and AI Partners Asset Management Co., Ltd to finance a portion of the Merger Consideration under the Merger Agreement; In connection with the transaction, the Rollover Stockholders, who collectively own 61.61% of the Common Stock of the Company, entered into a Voting Agreement with Buyer pursuant to which they have agreed, among other things, to vote 6,254,652 of their shares of Common Stock, which in the aggregate represents 38% of the total voting power of the shares of capital stock of the Company, in favor of adopting the Merger Agreement; Outside date April 12, 2024; Valuation: 4.4x EBITDA (LTM); Jan 24 2024 amended merger agreement, pushed outside date to June 12 2024; Feb 6 2024 delayed funding deadline to Feb 15; Feb 16 2024 amended merger agreement after acquiror failed to failed to fund escrow account; June 11 2024 extended outside date to Sept 12 2024;
>50% vote target;
CALB
BCAL
California BanCorp
Southern California Bancorp
30-January-24
31-July-24
Merger
Friendly
Financial
0.00000
1.59000
23.98000
233.60001
0.10525
-0.33830
-2.55349
0.04
0.00
0.00000
23.26170
23.60000
-0.32821
-0.47216
8
Keefe
MJC
Sheppard
Stuart
Definitive merger agreement; California BanCorp, the parent company for California Bank of Commerce, offers a broad range of commercial banking services to closely held businesses and professionals located throughout Northern California; Creates a premier California financial institution with approximately $4.6 billion in assets by combining two high performing franchises with footprints in the states two best markets for mid-market business banking; True merger of equals uniting top talent of two institutions with shared vision, values, and client-centric focus; Adds complementary business lines and diversified lending verticals to each client base; Under the terms of the definitive agreement, which has been unanimously approved by the boards of directors of Southern California Bancorp and California BanCorp, each outstanding share of California BanCorp common stock will be exchanged for the right to receive 1.590 shares of Southern California Bancorp common stock; As a result of the transaction, Southern California Bancorp shareholders will own approximately 57.1% of the outstanding shares of the combined company and California BanCorp shareholders will own approximately 42.9% of the outstanding shares of the combined company; The transaction is expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Southern California Bancorp and California BanCorp shareholders; Members of the board of directors of each of Southern California Bancorp and California BanCorp have entered into agreements pursuant to which they have committed to vote their shares of common stock in favor of the merger of California BanCorp with and into Southern California Bancorp; Outside date January 30, 2025; Valuation: 12.2x EPS (2025E), 1.14x BV, 1.18x TBV;
>50% vote target; >50% vote acquiror; Fed (attained May 13 2024); FDIC; OCC (attained May 13 2024);
CERE
ABBV
Cerevel Therapeutics
AbbVie Inc.
06-December-23
31-July-24
Merger
Friendly
Biotech
45.00000
0.00000
44.39000
8700.00000
0.73077
0.65000
-18.35000
0.03
0.03
0.00000
45.00000
44.35000
0.64000
0.92263
8
Centerview
MS
Latham
Kirkland
Definitive agreement; Cerevel Therapeutics is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. The company is tackling diseases by combining its deep expertise in neurocircuitry with a focus on targeted receptor subtype selectivity and a differentiated approach to pharmacology. Cerevel Therapeutics has a diversified pipeline comprised of five clinical-stage investigational therapies and several preclinical compounds with the potential to treat a range of neuroscience diseases, including schizophrenia, Alzheimers disease psychosis, epilepsy, panic disorder, and Parkinsons disease; Proposed acquisition adds robust pipeline of assets focused on best-in-class potential for psychiatric and neurological disorders where significant unmet needs remain; Cerevels clinical-stage pipeline complements AbbVies current on-market portfolio and emerging neuroscience pipeline; Emraclidine has the potential to transform the standard of care in schizophrenia and other psychiatric conditions; The boards of directors of both companies have approved the transaction; This transaction is expected to close in the middle of 2024, subject to Cerevel shareholder approval, regulatory approvals, and other customary closing conditions; The proposed transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by Cerevel shareholders. The proposed transaction is expected to be accretive to adjusted diluted earnings per share (EPS) beginning in 2030; Outside date September 6, 2024, subject to three 90-day auto extensions; Concurrent with the execution of the Merger Agreement, Parent entered into a Support Agreement (the Support Agreement) with BC Perception Holdings, LP providing that, among other things, subject to the terms and conditions set forth therein, such stockholders will support the Merger and the transactions contemplated thereby, including by voting to adopt the Merger Agreement; Signed CA March 28, 2023, as amended as of November 18, 2023; Feb 26 2024 ABBV issued $15 billion of notes to finance merger;
>50% vote target; HSR expiry (filed Dec 15 2023, pulled and refiled Jan 16 2024, received second request from the FTC Feb 16 2024);
CHUY
DRI
Chuys Holdings, Inc.
Darden Restaurants, Inc.
17-July-24
17-October-24
Merger
Friendly
Food
37.50000
0.00000
37.15000
605.00000
0.48397
0.36000
-11.87000
0.02
0.03
0.00000
37.50000
37.14000
0.35000
0.04061
86
Piper
BofA
Winston
Hunton
Definitive agreement; Founded in Austin, Texas, in 1982, Chuys owns and operates full-service restaurants serving a distinct menu of authentic, made-from-scratch Tex-Mex inspired dishes. Chuys highly flavorful and freshly prepared fare is served in a fun, eclectic and irreverent atmosphere, while each location offers a unique, "unchained" look and feel, as expressed by Chuys motto "If youve seen one Chuys, youve seen one Chuys!" Chuys had 101 restaurants in 15 states as of July 16, 2024, and in the latest twelve months ending March 31, 2024 generated total revenues over $450 million, and average annual restaurant volumes of $4.5 million; Darden expects pre-tax net synergies of approximately $15 million by the end of its fiscal 2026; Expected to be neutral to Dardens diluted net earnings per share for its fiscal 2025, excluding acquisition and integration-related expenses, and accretive by approximately 12 to 15 cents in its fiscal 2027; Transaction is expected to be completed in Dardens fiscal second quarter, subject to satisfaction of customary closing conditions; The transaction has been unanimously approved by the boards of directors of both Darden and Chuys; The definitive merger agreement includes a 30-day "go-shop" period that will allow Chuys to affirmatively solicit alternative proposals from interested parties; Darden has sufficient liquidity to complete the all-cash transaction; The transaction is expected to close in Dardens fiscal second quarter subject to certain conditions set forth in the merger agreement, including the approval by a majority of Chuys stockholders, the expiration or termination of the applicable waiting period under the HSR Act and other customary conditions; Valuation: 18.2x EPS (2025E), 9.5x EBITDA (2025E), 7.7x Adj EBITDA after synergies (2025E), 1.46x sales (2025E); Outside date February 17, 2025; Signed CA April 4, 2024;
>50% vote target; HSR expiry;
CHX
SLB
ChampionX Corporation
SLB
02-April-24
31-December-24
Merger
Friendly
Industrial
0.00000
0.73500
34.07000
8133.36133
0.14652
0.94015
-3.53263
0.03
0.21
0.00000
35.00015
34.06000
1.62937
0.11175
161
Centerview
Latham
Weil
Definitive agreement; ChampionX Corporation is a global leader in chemistry solutions, artificial lift systems, and highly engineered equipment and technologies that help companies drill for and produce oil and gas safely, efficiently, and sustainably around the world; Acquisition strengthens SLB as a leader in production space, with world-class production chemicals and artificial lift technologies; Combined portfolios will drive customer value through deep industry expertise and digital integration, as well as enhanced equipment life and production optimization; Annual pre-tax synergies to reach approximately $400 million within three years; The agreement was unanimously approved by the ChampionX board of directors; At the closing of the transaction ChampionX shareholders will own approximately 9% of SLBs outstanding shares of common stock; The transaction is subject to ChampionX shareholders approval, regulatory approvals and other customary closing conditions. It is anticipated that the closing of the transaction will occur before the end of 2024; Key competitors for our Production Chemical Technologies and Reservoir Chemical Technologies segments include Baker Hughes, Clariant AG, Multi-Chem (a Halliburton Service), M-I SWACO (a Schlumberger company), CES Energy Solutions Corp.,SNF, Kemira, Innospec, and Rockwater. Production & Automation Technologies segment key competitors include Baker Hughes, Halliburton, Schlumberger, NOV, Weatherford International, and Tenaris. Drilling Technologies segment key competitors include DeBeers (Element 6), Schlumberger (Mega Diamond), and various suppliers in China; CHX is #1 in production chemicls while SLB is #6. SLB is #1 in artificial list revenue and CHX is #5; Outside date April 2, 2025 ((subject to an automatic extension to October 2, 2025); Valuation: 16.9x EPS (2025E), 9.1x EBITDA (2025E), 1.95x sales (2025E); July 2 2024 received DoJ second request;
>50% vote target; HSR expiry (filed Apr 23 2024, July 2 2024 received DoJ second request); Antitrust regulatory laws in Australia, Brazil, Canada, Mexico, New Zealand, Norway, Saudi Arabia and the United Kingdom;
CNSL
Consolidated Communications Holdings, Inc
Searchlight Capital Partners, L.P. / British Columbia Investment
13-October-23
15-January-25
Merger
Friendly
Infrastructure
4.70000
0.00000
4.51000
3100.00000
0.70290
0.20000
-1.74000
0.33800
0.01
0.10
0.00000
4.70000
4.50000
0.19000
0.08955
176
Rothschild
GS / JPMorgan / MS / Wells / Mizuho / RBC / TD
Cravath / Latham
Wachtell / Weil
Definitive agreement; Consolidated Communications Holdings, Inc. is a top 10 fiber provider in the United States; Searchlight is a global private investment firm with approximately $11 billion in assets under management and offices in New York, London and Toronto; Searchlight, in the aggregate, is currently the beneficial owner of approximately 34% of the Companys outstanding shares of common stock, as well as the holder of 100% of the Companys outstanding Series A perpetual preferred stock; The purchase price represents a premium of approximately 70% to the closing price of the Companys common stock through April 12, 2023, the last trading day prior to the submission of Searchlight and BCIs initial non-binding proposal to the Companys Board of Directors; The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of the Board; The Board of Directors of the Company, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee; In connection with execution of the Agreement, Consolidated has entered into an amendment (the Amendment) to its credit agreement. The Amendment provides for interim financial covenant relief by increasing the maximum consolidated first lien leverage ratio permitted under the credit agreement, subject to certain conditions. The covenant relief provided for in the Amendment will provide the Company with near-term financial and operational flexibility amid a more challenging operating environment, enabling Consolidated to conservatively continue its fiber build plan between signing and closing. The Amendment will remain in effect following closing of the transaction. In the event the transaction does not close by August 1, 2025, it is expected that the financial covenant will revert to the levels that currently apply; The proposed transaction will result in Consolidated Communications becoming a private company and is expected to close by the first quarter of 2025, subject to customary closing conditions, including receipt of regulatory approvals and approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and held by shareholders other than Searchlight and BCI, their investment fund affiliates and the directors and officers of the Company; The transaction is not subject to a financing condition; Valuation: 9.1x EBITDA (2024E), 2.77x sales (2024E); Outside date January 15, 2025 (subject to an automatic six-month extension if certain closing conditions have not been satisfied); Parent has obtained equity financing commitments from BCI and certain affiliates of Searchlight (collectively, the Guarantors) in an aggregate amount of $370,000,000 to fund the transactions contemplated by the Merger Agreement. The consummation of the Merger is not subject to a financing condition. The Company is entitled to specific performance, subject to the terms and conditions of the Merger Agreement and the applicable equity commitments, to require each Guarantor to fund its respective equity commitment and Parent to close the transaction, if all closing conditions are met; Jan 19 2024 announced ISS recommends vote For; Jan 23 2024 announced Glass Lewis recommends vote For;
>50% vote target; HSR expiry; FCC; CFIUS; State public utility commissions;
CPRI
TPR
Capri Holdings Limited
Tapestry, Inc.
10-August-23
15-November-24
Merger
Friendly
Consumer
57.00000
0.00000
32.77000
8500.00000
0.64692
24.29000
0.03
0.00
0.00000
57.00000
32.71000
24.28000
4.82489
115
Barclays
MS
Wachtell
Latham
Definitive agreement; Capri Holdings Limited is a global fashion luxury group consisting of Versace, Jimmy Choo, and Michael Kors; Tapestry, Inc. is a house of iconic accessories and lifestyle brands consisting of Coach, Kate Spade, and Stuart Weitzman; This acquisition brings together six highly complementary brands with global reach, powered by Tapestrys data-rich customer engagement platform and diversified, direct-to-consumer operating model; Estimated synergies of $200 million; Expected to deliver significant financial returns, including strong double-digit EPS accretion on an adjusted basis and compelling ROIC; The Boards of Directors of each of Tapestry, Inc. and Capri Holdings Limited have unanimously approved the transaction; The transaction is anticipated to close in calendar year 2024, subject to approval by the Capri Holdings shareholders, as well as the receipt of required regulatory approvals, and other customary closing conditions; The transaction is not subject to a financing condition. Tapestry has secured $8.0 billion in fully committed bridge financing from Bank of America N.A. and Morgan Stanley Senior Funding, Inc. The purchase price of approximately $8.5 billion is expected to be funded by a combination of senior notes, term loans, and excess Tapestry cash, a portion of which will be used to pay certain of Capris existing outstanding debt; Valuation: 9.5x EPS (2024E), 8.0x EBITDA (2024E), 6.8x Adj EBITDA after synergies (2024E), 1.45x sales (2024E); Outside date August 10, 2024, subject to two extensions of up to three months each in certain circumstances in order to obtain required regulatory approvals; The Merger Consideration is expected to be financed with a combination of new debt and cash on the Companys balance sheet. In connection with its entry into the Merger Agreement, the Company entered into a bridge facility commitment letter pursuant to which Bank of America, N.A., BofA Securities, Inc., and Morgan Stanley Senior Funding, Inc. committed to provide a $8.0 billion 364-day senior unsecured bridge loan facility, subject to customary conditions. The consummation of the Merger is not subject to any financing condition; Tapestry and Capri will have 5% share of the global luxury goods market behind Chanel (7%), Kering (7%), and LVMH (19%); Signed CA June 13, 2023; Sept 1 2023 increased credit facility from $1.25 billion to $2.0 billion, entered into a term loan agreement for $1.4 billion, and reduced bridge loan from $8.0 billion to $6.6 billion, to finance merger; Nov 15 2023 filed 424b5 for bond offering to fund merger; Nov 17 2023 filed 424B5 for $4.5 billion offering of senior notes; Nov 21 2023 priced $4.5 billion and EUR1.5 billion of senior unsecured notes to fund merger; Nov 27 2023 announced closing of $7.5 billion debt financing to fund merger, terminate bridge facility; Coach and Michael Kors combined had a 17% share of the North American bag market in 2022. Narrow that down to luxury bags and the two brands combined market share rises to 26%, and 53% in affordable luxury bags; Apr 22 2024 FTC sued to block merger;
>50% vote target (attained); HSR expiry (filed Aug 31 2023, Nov 3 received second request from the FTC, Apr 22 2024 FTC sued to block merger); Australia ACCC (attained as at Apr 15 2024); Competition Canada (filed Oct 6 2023, attained as at Apr 15 2024); China SAMR (filed Oct 25 2023, attained Jan 10 2024); EC (filed Mar 6 2024, attained Apr 15 2024); Japan (attained Apr 10 2024); Korea; UK CMA (attained as at Apr 15 2024);
CTLT
Catalent, Inc.
Novo Holdings
05-February-24
31-December-24
Merger
Friendly
Healthcare
63.50000
0.00000
58.38000
16500.00000
0.39132
5.15000
-12.71000
0.02
0.29
0.00000
63.50000
58.35000
5.14000
0.21094
161
Citi / JPMorgan
MS
Skadden / Jones
Goodwin
Merger agreement; Catalent, Inc. is a global leader in enabling pharma, biotech, and consumer health partners to optimize product development, launch, and full life-cycle supply for patients around the world. With broad and deep scale and expertise in development sciences, delivery technologies, and multi-modality manufacturing, Catalent is a preferred industry partner for personalized medicines, consumer health brand extensions, and blockbuster drugs. Catalent is a global Contract Development and Manufacturing Organisation (CDMO) headquartered in Somerset, New Jersey in the US. The company has over 50 global sites and employs more than 18,000 people including 3,000 scientists and technicians; Novo Holdings is a holding and investment company that is responsible for managing the assets and the wealth of the Novo Nordisk Foundation. The purpose of Novo Holdings is to improve peoples health and the sustainability of society and the planet by generating attractive long-term returns on the assets of the Novo Nordisk Foundation; Purchase price represents a premium of 39.1% to the closing price of Catalents common stock on August 28, 2023, the last trading day prior to Catalents announcement that its Board of Directors formed a Strategic and Operational Review Committee to conduct a review of Catalents business, strategy and operations, as well as Catalents capital-allocation priorities with a view towards maximizing value for all Catalent stockholders.; Of Catalents more than 50 global sites, Novo Holdings intends to sell three Catalent fill-finish sites and related assets acquired in the merger to Novo Nordisk (CPH: NOVO), in which Novo Holdings has a controlling interest, shortly after the closing of the merger. These three sites are located in Anagni, Italy; Bloomington, Indiana, USA; and Brussels, Belgium; The merger is expected to close towards the end of calendar year 2024, subject to customary closing conditions, including approval by Catalent stockholders and receipt of required regulatory approvals; The transaction is not subject to any financing contingency; Following an evaluation of possible value-maximizing alternatives, the Catalent Board unanimously determined that the transaction with Novo Holdings, which delivers a premium and certain cash value, is in the best interest of Catalent. Accordingly, the Catalent Board unanimously recommends that Catalent stockholders vote in favor of the merger; Elliott Investment Management L.P. and certain of its affiliates have entered into a support agreement pursuant to which they have agreed to vote their shares of Catalent common stock in favor of the merger; Novo Nordisk will acquire the three manufacturing sites for an upfront payment of 11 billion USD; Valuation: 40.8x EPS (2025E), 17.3x EBITDA (2025E), 3.52x sales (2025E); Outside date February 5, 2025, automatically be extended by three (3) months on each of four (4) occasions; Novo Holdings has provided an equity commitment to Parent in the aggregate amount of $16,650,000,000 for the purpose of financing the transactions contemplated by the Merger Agreement; The Company has also agreed to use commercially reasonable efforts to cooperate with Novo Holdings and Novo Nordisk in connection with planning efforts for the Carve-Out such that the Carve-Out can be implemented as promptly as reasonably practicable following closing of the Merger. The consummation of the Carve-Out is not a condition to closing of the Merger; May 2 2024 received a second request from the FTC;
>50% vote target; HSR expiry (filed Mar 4 2024, pulled and refiled Apr 2 2024, received a second request from the FTC May 2 2024);
DFS
COF
Discover Financial Services
Capital One Financial Corporation
19-February-24
31-March-25
Merger
Friendly
Financial
0.00000
1.01920
141.05000
35300.00000
0.26586
8.90958
-22.52026
0.04
0.28
0.00000
149.64958
140.74001
13.50512
0.14253
251
PJT / MS
Centerview
Sullivan
Wachtell
Definitive agreement; Discover Financial Services (NYSE: DFS) is a digital banking and payment services company with one of the most recognized brands in U.S. financial services. Since its inception in 1986, the company has become one of the largest card issuers in the United States. The company issues the Discover card, Americas cash rewards pioneer, and offers personal loans, home loans, checking and savings accounts and certificates of deposit through its banking business; Creates a global payments platform at scale, with 70 million merchant acceptance points in more than 200 countries and territories; Positions the combined company to compete with the largest payments companies and deliver enhanced value to a franchise of over 100 million customers; Enables Capital One to leverage its customer base, technology, and data ecosystem to drive more sales for merchants and great deals for consumers and small businesses; Leverages Capital Ones eleven-year technology transformation across a much larger enterprise; Generates $2.7 billion in pre-tax synergies and >15% accretive to adjusted non-GAAP EPS in 2027; Delivers return on invested capital (ROIC) of 16% in 2027 with internal rate of return (IRR) >20%; The transaction is expected to close in late 2024 or early 2025, subject to satisfaction of customary closing conditions, including regulatory approvals and approval by the shareholders of each company; Valuation: 10.0x EPS (2025E), 5.5x EBITDA (2025E), 2.13x sales (2025E); Merger creates 6th largest US bank; The transaction will combine the 3rd largest issuer of Visa and Mastercard credit cards (COF, with a low-teens market share) with DFS, the smallest of the 4 US-based payment networks (V, MC, AXP, and DFS); Feb 20 2024 Massachusetts Democrat Elizabeth Warren says threatens financial stability, reduces competition and raise costs for Americans; Outside date February 19, 2025 (shall be automatically extended to May 19, 2025);
>50% vote target; >50% vote acquiror; Fed; FDIC;
DM
NNDM
Desktop Metal, Inc.
Nano Dimension Ltd.
03-July-24
31-December-24
Merger
Friendly
Industrial
4.07000
0.00000
4.87000
135.00000
-0.05787
-0.79000
-0.54000
0.19000
0.06
0.00
0.00000
4.07000
4.86000
-0.80000
-0.33485
161
Stifel
Greenhill
Latham
Greenberg
Definitive agreement; Desktop Metal is driving Additive Manufacturing 2.0, a new era of on-demand, digital mass production of industrial, medical, and consumer products. Its innovative 3D printers, materials, and software deliver the speed, cost, and part quality required for this transformation. Desktop Metal is the original inventors and world leaders of the 3D printing methods it believes will empower this shift, binder jetting and digital light processing; Subject to the terms and conditions of the merger agreement, Nano Dimension will acquire all of the outstanding shares of Desktop Metal for $5.50 per share in cash. The purchase price may be adjusted for: Transaction expenses: Desktop Metal estimates that transaction expenses will be approximately $11 million, which would result in an approximate decrease of $0.44 per share. The maximum reduction, based on expenses, is $0.63 per share. If the closing of the transaction extends into 2025, Nano Dimension has committed to providing Desktop Metal with a $20 million secured loan facility. Desktop Metal does not expect to draw on the facility, but to the extent it does, there will be an adjustment to the purchase price based on the amount drawn prior to closing of up to $0.80 per share. If all reductions will occur, the price will be $4.07 per share, a total consideration of $135 million; The closing of the transaction is subject to certain closing conditions, including the approval of Desktop Metals stockholders, and required regulatory approvals, and certain termination rights as described in the merger agreement; The transaction, which was unanimously approved by the Boards of Directors of both companies, is expected to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions described above; The transaction is not subject to a financing condition. Nano Dimension intends to finance the transaction using its cash on hand. The combined company is expected to have a strong cash position at closing, with approximately $665 million at the $5.50 per share price ,or $680 million at the reduced price $4.07 per share price as described above, of projected cash and cash equivalents post-transaction, which assumes no repurchases of Desktop Metals $115 million outstanding convertible notes which will be required as a result of the transaction if holders accept the offer to repurchase, unless refinanced; Outside date January 31, 2025 (can be extended to March 31, 2025); Nano agreed to provide the Company with a multi-draw term loan credit facility in an aggregate principal amount not to exceed $20.0 million (the Bridge Loan Facility), which amount shall be available at the Companys request at any time and from time to time after January 7, 2025; As an inducement to Nano entering into the Merger Agreement, on July 2, 2024, (a) Ric Fulop, (b) Red Tailed Hawk Trust, (c) Wen Hseih, (d) Jonah Myerberg, (e) Audra Myerberg, (f) Bluebird Trust, (g) Khaki Campbell Trust and (h) KPCB Holdings, Inc. ((a) through (h), collectively, the Stockholders), who collectively beneficially own shares representing approximately 19% of the voting power of the Companys Common Stock, entered into Voting and Support Agreements with Nano; Valuation: 0.65x sales (2025E);
>50% vote target; HSR expiry; CFIUS; Cash burn below $20.0 million during any fiscal quarter;
DO
NE
Diamond Offshore Drilling, Inc
Noble Corporation plc
10-June-24
31-January-25
Merger
Friendly
Industrial
5.65000
0.23160
15.95000
2094.71167
0.11387
0.18137
-1.46563
0.03
0.11
0.00000
16.11137
15.93000
0.42761
0.05165
192
Guggenheim / TPH
MS / Wells / SB1
Kirkland
Paul
Definitive merger agreement; Diamond shareholders will own approximately 14.5% of Nobles outstanding shares; Noble expects to realize annual pre-tax cost synergies of $100 million, with 75% expected to be realized within one year of closing; The transaction is significantly and immediately accretive to Nobles free cash flow per share and will facilitate Nobles ability to further augment our return of capital to shareholders; Noble intends to fund the cash portion of the transaction through new debt financing, which Noble has secured through a $600 million committed bridge financing facility; The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Diamond shareholders. The transaction is expected to close by the first quarter of 2025; The transaction has been unanimously approved by the Board of Directors of each company; Morgan Stanley & Co. LLC is acting as lead financial advisor to Noble and has provided committed financing; Diamond Offshore is a leader in offshore drilling, providing innovation, thought leadership and contract drilling services to solve complex deepwater challenges around the globe; Valuation: 7.5x EPS (2025E), 4.8x EBITDA (2025E), 3.9x Adj EBITDA after synergies (2025E), 1.85x sales (2025E); Outside date June 9, 2025 (automatically be successively extended to December 9, 2025 and June 9, 2026);
>50% vote target; HSR expiry (filed June 24 2024);
DOMA
Doma Holdings, Inc.
Title Resources Group
28-March-24
30-September-24
Merger
Friendly
Real Estate
6.29000
0.00000
6.06000
78.68496
0.38546
0.25000
-1.50000
0.25000
0.02
0.14
0.00000
6.29000
6.04000
0.24000
0.22891
69
Houlihan
Latham / Davis / Mayer
Willkie
Definitive agreement; Doma is a real estate technology company that is innovating a century-old industry by building an instant and frictionless home closing experience for buyers and sellers. Doma uses proprietary machine intelligence technology and deep human expertise to create a vastly more simple and affordable experience for everyone involved in a residential real estate transaction, including current and prospective homeowners, mortgage lenders, title agents, and real estate professionals; Title Resources Group (TRG) is one of the nations leading title insurance underwriters; The transaction, which was unanimously approved by Domas Board of Directors, acting on the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent directors, is expected to close in the second half of 2024, subject to certain closing conditions, including approval by the holders of a majority of Domas common stock that are not affiliated with the Lennar Stockholders (as defined below) and certain other persons, and certain insurance regulatory approvals; The transaction is not subject to a financing condition, though is conditioned on the completion of certain specified transactions as contemplated by the merger agreement for the transaction (the merger agreement), an investment by Lennar into TRG and the consummation of certain arrangements with HSCM; LENX ST Investor, LLC and Len FW Investor, LLC (Lennar and together with LENX ST Investor, LLC, the Lennar Stockholders), representing approximately 25% of the voting power of Domas common stock, have signed a voting agreement in support of the transaction, agreeing to vote their shares of Domas common stock in favor of the merger agreement and the transaction; Doma may solicit alternative acquisition proposals from third parties during a 50-day go-shop period following the date of execution of the merger agreement; Valuation: 0.19x sales (2025E); Outside date September 28, 2024 (extends to November 28, 2024); The Lennar Stockholders hold, collectively, approximately 25% of the voting power of the Common Stock. Under the Voting and Support Agreement, the Lennar Stockholders have agreed to, among other things, (a) vote the Voting Agreement Shares in favor of the Merger;
>50% vote target; HSR expiry; Insurance approvals; Repayment of the Companys outstanding indebtedness with HSCM;
EDR
Endeavor Group Holdings, Inc.
Silver Lake
02-April-24
15-January-25
Merger
Friendly
Entertainment
27.50000
0.00000
27.38000
25000.00000
0.55192
0.25000
-9.57268
0.91500
0.01
0.03
0.00000
27.62000
27.37000
0.24000
0.01827
176
Centerview
BDT / GS / JPMorgan / MS / BofA / Barclays / DB / RBC / KKR / Ra
Latham / Cravath
Simpson / Kirkland
Definitive agreement; Endeavor is a global sports and entertainment company, home to many of the worlds most dynamic and engaging storytellers, brands, live events, and experiences. The Endeavor network specializes in talent representation through entertainment agency WME; sports operations and advisory, event management, media production and distribution, and brand licensing through IMG; live event experiences and hospitality through On Location; full-service marketing through global cultural marketing agency 160over90; and sports data and technology through OpenBet. Endeavor is also the majority owner of TKO Group Holdings (NYSE: TKO), a premium sports and entertainment company comprising UFC and WWE; ; Endeavor stockholders will receive $27.50 per share in cash, representing a 55% premium to the unaffected share price of $17.72 per share at market close on October 25, 2023, the last full trading day prior to Endeavors announcement of its review of strategic alternatives; Silver Lake believes that when consolidating all of TKOs value into Endeavor, the combined total enterprise value of $25 billion will make this the largest private equity sponsor public-to-private investment transaction in over a decade, and the largest ever in the media and entertainment sector; The transaction builds on multiple investments Silver Lake has made in Endeavor starting with Silver Lakes initial investment in William Morris Endeavor in 2012 and continuing through Endeavors subsequent acquisition of IMG in 2014 and initial public offering in 2021. Silver Lake also supported Endeavors acquisition of UFC in 2016 and the merger of UFC and WWE, creating premium sports and entertainment company TKO Group Holdings, Inc. (NYSE: TKO) (TKO) in 2023; TKO is not party to this transaction and will remain a publicly traded company that will continue to benefit from its connectivity to Endeavors expertise, relationships, and significant capabilities; The consummation of the transaction is not subject to any financing condition; The transaction will be financed through a combination of new and reinvested equity from Silver Lake and additional capital anchored by Mubadala Investment Company, DFO Management, LLC, Lexington Partners, and funds managed by Goldman Sachs Asset Management, equity rolled over by members of the Endeavor management team including Emanuel, Whitesell, and Shapiro, and new debt financing fully committed by Goldman Sachs, USA, JP Morgan, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Barclays PLC, Deutsche Bank AG New York, and Royal Bank of Canada; Consistent with Endeavors announcement on October 25, 2023 of the initiation of a formal review to evaluate strategic alternatives, and Silver Lakes public response that it was working toward a proposal to take Endeavor private, Endeavor proceeded to form a Special Committee of independent directors to review and consider any proposal that might materialize in connection with the strategic review; The Special Committee reviewed, negotiated, unanimously approved, and recommended approval by Endeavors Executive Committee of the proposed transaction. Following formal approval by Endeavors Executive Committee, the definitive agreement was signed, and the transaction was approved by the written consent of stockholders representing a majority of the outstanding voting interests of the Company; The transaction is subject to the satisfaction of customary closing conditions and required regulatory approvals. No other stockholder approval is required. The transaction is expected to close by the end of the first quarter of 2025; Valuation: 14.4x EPS (2025E), 12.6x EBITDA (2025E), 3.21x sales (2025E); Outside date April 2, 2025; Pursuant to the equity commitment letter, dated April 2, 2024, Silver Lake Partners VI, L.P. (SLP Fund VI), Silver Lake Partners VII, L.P. (SLP Fund VII) and SL SPV-4, L.P. have committed to provide the Parent Entities, on the terms and subject to the conditions set forth in the equity commitment letter, an aggregate equity commitment to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement; Pursuant to the debt commitment letter, dated April 2, 2024, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Goldman Sachs Bank USA, Barclays Bank PLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch and Royal Bank of Canada have committed to provide the Parent Entities or the Merger Subs, on the terms and subject to the conditions set forth in the debt commitment letter, certain debt financing to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement; Deemed Gaming Waiver Date means January 2, 2025; Signed CA November 2, 2023; Silver Lake owns 30% of Endeavor, but it has super-voting stock, giving it 70% of the total voting power; Messrs. Emanuel and Whitesell, Executive Holdcos, and the Silver Lake Equityholders, as a group, control approximately 91.5% of the combined voting power of EDR common stock as of December 31, 2023;
HSR expiry; Gaming approvals;
ENV
Envestnet, Inc.
Bain Capital
11-July-24
08-November-24
Merger
Friendly
Financial
63.15000
0.00000
61.89000
4500.00000
0.11691
1.29000
-5.32000
0.02
0.20
0.00000
63.15000
61.86000
1.28000
0.07167
108
MS
JPMorgan
Paul
Ropes
Definitive agreement; Envestnet is a leading provider of integrated technology, intelligent data and wealth solutions; Reverence Capital also agreed to participate in the transaction. Strategic partners BlackRock, Fidelity Investments, Franklin Templeton, and State Street Global Advisors have committed to invest in the proposed transaction, and upon its completion they will hold minority positions in the private company; The Board and its advisors conducted a process to maximize value for shareholders; Under the terms of the agreement, which has been unanimously approved by the Envestnet Board of Directors, Envestnet shareholders will receive $63.15 in cash for each share of common stock they own. The transaction is expected to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including receipt of approval by Envestnets shareholders and required regulatory approvals; RBC Capital Markets, BMO Capital Markets, Barclays, and Goldman, Sachs & Co. LLC provided committed debt financing for the transaction and financial advisory services to Bain Capital. Funds managed by Ares Management, funds managed by Blue Owl Capital and Benefit Street Partners also provided committed debt financing for the transaction; Outside date January 11, 2025; Certain investment vehicles managed or advised by Bain Capital Private Equity, LP and certain co-investors have committed, pursuant to the equity commitment letters dated July 11, 2024 (the Equity Commitment Letters), to capitalize Parent, at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of $2,300,264,000.00, on the terms and subject to the conditions set forth in the Equity Commitment Letters; RBC Capital Markets, BMO Capital Markets, Barclays, Goldman Sachs & Co. LLC, Ares Capital Management, funds managed by Blue Owl Capital and Benefit Street Partners, L.L.C. (collectively and each with certain affiliates, the Lenders) have committed to provide debt financing (the Debt Financing) in connection with the Merger consisting of a first lien term loan facility in an aggregate principal amount of up to $1,760,000,000, a second lien term loan facility in an aggregate principal amount equal of up to $375,000,000, and a revolving credit facility in an aggregate principal amount equal to $375,000,000, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated July 11, 2024 (the Debt Commitment Letter); Ares Capital Management LLC has committed, pursuant to the preferred equity commitment letter dated July 11, 2024 (the Preferred Equity Commitment Letter), to capitalize an entity that directly or indirectly owns all of the equity interests issued by Parent, at or immediately prior to the closing of the Merger, with an aggregate preferred equity contribution in an amount of $200,000,000, on the terms and subject to the conditions set forth in the Preferred Equity Commitment Letter; In connection with entering into the Merger Agreement, on July 11, 2024, Parent, certain of its affiliates and the Company entered into support and rollover agreements with a subsidiary of BlackRock, Inc. (BlackRock) and FMR LLC (Fidelity). Under the support and rollover agreements, the applicable shareholders have agreed to vote or execute consents with respect to the number of Common Shares beneficially owned by such shareholder set forth in such shareholders support and rollover agreement (such shares, the Rollover Shares) in favor of the Merger, subject to certain terms and conditions contained therein. In addition, the applicable shareholders have agreed to rollover their Rollover Shares into a non-voting ownership interest in the parent company of Parent. The Rollover Shares do not include any shares of Common Shares held by Advisory Subsidiaries (as defined in the Schedule 13D filed by BlackRock on May 21, 2021 that relates to shares of Common Shares) of BlackRock in their capacity as investment advisers to client accounts (including any additional shares of Common Shares acquired by Advisory Subsidiaries after July 11, 2024); Valuation: 20.3x EBITDA (2025E), 12.6x EBITDA (2025E), 3.02x sales (2025E); Signed CA April 18, 2024; Equity Investors means Bain Capital Fund XIII, L.P., Bain Capital Fund (Lux) XIII, SCSp, Reverence Capital Partners Opportunities Fund V (PE Fund III), L.P., Reverence Capital Partners Opportunities Fund V-A (PE Fund III), L.P., Reverence Capital Partners Opportunities Fund V (AI) (PE Fund III), L.P., Reverence Capital Partners Opportunities Fund V (FOO) (PE Fund III), L.P., Templeton Worldwide, Inc., State Street Corporation and Norwest Venture Partners XVII, LP.;
>50% vote target; HSR expiry; FINRA;
FETM
COFS
Fentura Financial, Inc.
ChoiceOne Financial Services, Inc.
25-July-24
31-March-25
Merger
Friendly
Financial
0.00000
1.35000
34.99000
180.39999
0.33920
0.55650
-8.07205
0.06
0.00000
34.06650
33.51000
1.63234
0.07161
251
Hovde
Janney
Dickinson
Warner
Definitive merger agreement; Fentura Financial, Inc. is the holding company for The State Bank. The State Bank is a commercial, retail and trust bank headquartered in Fenton, Michigan. It currently operates 20 full-service offices and one loan production center serving Bay, Genesee, Ingham, Livingston, Oakland, Saginaw, and Shiawassee counties; The agreement was unanimously approved by the boards of directors of both companies; Once completed, the combination will create the third largest publicly traded bank in Michigan with approximately $4.3 billion in consolidated total assets and 56 offices in Western, Central and Southeastern Michigan; The proposed transaction is expected to close in the first quarter of 2025, subject to the satisfaction of customary closing conditions, including receipt of approval from Fentura and ChoiceOne shareholders and receipt of all necessary regulatory approvals; Valuation: 14.3x EPS (2025E), 1.29x BV, 1.38x TBV;
>50% vote target; >50% vote acquiror; Fed; FDIC;
FREE
Whole Earth Brands, Inc.
Sababa Holdings FREE, LLC (Martin Franklin)
13-February-24
07-August-24
Merger
Friendly
Food
4.87500
0.00000
4.87000
637.17175
0.56250
0.01500
-1.74000
0.20780
0.03
0.01
0.00000
4.87500
4.86000
0.00500
0.02534
15
Jefferies
Citi
DLA
Greenberg
Definitive agreement; Whole Earth Brands, Inc. is a global food company enabling healthier lifestyles through premium plant-based sweeteners, flavor enhancers and other foods; A 56% premium over the Companys share price at market close on June 23, 2023 prior to receiving Sababas initial $4.00 per share bid; A special committee of the Companys board of directors (the Board), consisting solely of disinterested members of the Board (the Special Committee), in consultation with its independent financial and legal advisors, unanimously recommended the Transaction and the disinterested members of the Board unanimously approved the Transaction; Conclusion of a comprehensive review of strategic alternatives; The Transaction is expected to close in the second quarter of 2024; Consummation of the Transaction is conditioned on, among other things, the approval at a special meeting of the Companys stockholders (i) of the holders of a majority in voting power of the Companys outstanding stock and (ii) of the holders of 66 2/3% of the Companys outstanding stock not owned by Sababa, and is subject to other customary closing conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; The Transaction is not subject to any financing conditions; Silver Point Finance LLC and Fortress Credit Corp. and its affiliates are providing debt financing in connection with the Transaction; Sweet Oak is a Delaware limited liability company that is controlled by Sir Martin E. Franklin and owns Royal Oak Enterprises, LLC (Royal Oak). Sir Martin is also the controlling member of Sababa. Upon completion of the Transaction, Rhone Capital VI L.P. (through certain affiliated funds) will become an indirect owner of Sweet Oak, which will own both the Company and Royal Oak. Royal Oak is a leading manufacturer and distributor of branded and private label fire building products, including charcoal, artificial firelogs, matches, lighter fluid and other consumable products; Martin Franklin owns 8.9 million shares (20.8%); Valuation: 12.8x EPS (2025E), 7.4x EBITDA (2025E), 1.10x sales (2025E); Outside date August 12, 2024; Pursuant to a commitment letter, dated February 11, 2024 (the Debt Commitment Letter), provided to Parent by Silver Point Finance, LLC (acting directly or indirectly through its parent or one or more of its direct or indirect affiliates, managed funds or accounts) and Fortress Credit Corp., on behalf of itself and/or as agent on behalf of one or more funds or accounts managed by affiliates of Fortress Credit Corp. (collectively, the Initial Incremental Lenders), the Initial Incremental Lenders committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at or prior to the closing of the Merger, an incremental term loan facility of $375,000,000, subject to certain customary conditions; Pursuant to an equity commitment letter, dated February 12, 2024, Sweet Oak Holdings LP, a newly formed Delaware limited partnership which indirectly owns Parent (Newco), has committed to purchase, or cause to be purchased, directly or indirectly, at or prior to the Effective Time, securities of Parent for an aggregate purchase price in cash not to exceed $300,000,000, subject to the terms and conditions set forth in the equity commitment letter. The commitment contemplated by the equity commitment letter will be funded by Newco via the proceeds of an equity investment in Newco to be made by Rhone Partners VI L.P., a Cayman Islands limited partnership, Rhone Offshore Partners VI L.P., a Cayman Islands limited partnership, and Rhone Partners VI (DE) L.P, a Delaware limited partnership (collectively, the Guarantors), contemporaneously with the Closing, subject to the satisfaction of certain conditions precedent to such investment beyond the conditions set forth in the Merger Agreement; Signed CA August 14, 2023;
>50% vote target; 66 2/3 of minority vote target; HSR expiry (filed Mar 4 2024, attained Apr 3 2024);
GAN
6460
GAN Limited
Sega Sammy Creation Inc.
08-November-23
15-November-24
Merger
Friendly
Gaming
1.97000
0.00000
1.52000
75.75351
1.21348
0.48000
-0.60000
0.08
0.44
0.00000
1.97000
1.49000
0.47000
1.38736
115
B Riley
SMBC
Sheppard
Greenberg
Definitive agreement; GAN Limited is a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting; The Sega Sammy Holdings, Inc. the holding company for a group of companies comprising the Entertainment Contents Business, which offers a diversity of fun through consumer and arcade game content, toys and animation; the Pachislot and Pachinko Machines Business, which conducts everything from development to sales of Pachinko/Pachislot machines; and the Resort Business, which develops and operates hotels; The proposed merger is subject to the approval of GAN shareholders. The Company will ask its shareholders to consider and vote to approve the Merger Agreement at a Special Meeting of Shareholders, which is expected to be held no later than March 31, 2024; Completion of the merger is not subject to a financing condition but is subject to the accuracy of the representations and warranties, performance of the covenants and other agreements included in the Merger Agreement, and customary closing conditions for a transaction of this type, including notification or approval with various gaming regulatory authorities. Assuming satisfaction of those conditions, the Company expects the merger to close during the fourth quarter of 2024; The Company anticipates that this will take some time, and that the closing of the Merger may not occur until late 2024 or early 2025; Outside date February 7, 2025; Valuation: 10.1x EBITDA (2024E), 0.46x sales (2024E);
>50% vote target; CFIUS; HSR expiry; Gaming approvals;
HA
ALK
Hawaiian Holdings, Inc.
Alaska Air Group, Inc.
03-December-23
02-June-25
Merger
Friendly
Industrial
18.00000
0.00000
11.77000
1900.00000
2.70370
6.26000
-6.88000
0.02
0.48
0.00000
18.00000
11.74000
6.25000
0.64185
314
Barclays
BofA / PJT
Wilson
OMelveny
Definitive agreement; Hawaiian is Hawaiis biggest and longest-serving airline. Hawaiian offers approximately 150 daily flights within the Hawaiian Islands, and nonstop flights between Hawaii and 15 U.S. gateway cities more than any other airline as well as service connecting Honolulu and American Samoa, Australia, Cook Islands, Japan, New Zealand, South Korea and Tahiti; Combined company to maintain Alaska Airlines and Hawaiian Airlines strong, high-quality brands, supported by a single, compelling loyalty offering; Expands fifth largest U.S. airline to a fleet of 365 narrow and wide body airplanes enabling guests to reach 138 destinations through our combined networks and more than 1,200 destinations through the oneworld Alliance; $235 million of expected run-rate synergies; The combined company will unlock more destinations for consumers and expand choice of critical air service options and access throughout the Pacific region, Continental United States and globally; The transaction is expected to enable a stronger platform for growth and competition in the U.S., as well as long-term job opportunities for employees, continued investment in local communities and environmental stewardship; Expected to generate high single digit earnings accretion for Alaska Airlines within the first two years (high-teens three+ years) post-close and mid-teens ROIC by year three, excluding integration costs, with returns above Alaska Airlines cost of capital; The transaction agreement has been approved by both boards; The acquisition is conditioned on required regulatory approvals, approval by Hawaiian Holdings, Inc. shareholders (which is expected to be sought in the first quarter of 2024), and other customary closing conditions. It is expected to close in 12-18 months; Valuation: 184.5x EBITDA (2024E), 0.63x sales (2024E); Hawaiian Airlines is already the states largest carrier and the airlines said that together they will have more than 50% market share there; June 2, 2025, which may be extended to December 2, 2025 in certain circumstances; Mar 27 2024 entered into a timing agreement with the DOJ;
>50% vote target; HSR Expiry (filed Jan 8 2024, received second request from DoJ Feb 7 2024, entered into a timing agreement with the DOJ Mar 27 2024, certified substantial compliance with the Second Request May 7 2024); FCC; U.S. Federal Aviation Administration; U.S. Department of Transportation;
HAYN
ANIOY
Haynes International, Inc.
Acerinox
05-February-24
31-December-24
Merger
Friendly
Industrial
61.00000
0.00000
60.30000
970.00000
0.08715
1.51000
-3.41527
0.03
0.31
0.00000
61.44000
59.93000
1.50000
0.05764
161
Jefferies
GS
Kirkland
Paul / Linklaters
Definitive agreement; Haynes International, Inc. is a leading developer, manufacturer and marketer of technologically advanced high-performance alloys; As part of this transaction, Acerinox has committed to investing an additional $200 million into its U.S. operations, including $170 million into Haynes operations; Headquartered in Madrid, Spain, Acerinox is a global leader in manufacturing stainless-steel and high-performance alloys and its subsidiary, North American Stainless, is the largest fully integrated stainless-steel company in the U.S.; The transaction, which has been unanimously approved by the board of directors of both companies, is expected to close in the third calendar quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approval and approval by Haynes stockholders; The transaction has been unanimously approved by the Boards of Directors of Haynes and Acerinox; Estimated annual synergies of $71 million; Acerinox plans to finance the transaction using existing available cash on its balance sheet. The transaction includes the absorption of Hayness debt and other adjustments of approximately $172 million. The pro-forma debt of Acerinox is expected to reach 1.5x NFD/EBITDA in 2024, and then fall to 1.2x in 2025, in line with Acerinoxs target through the cycle; The transaction is expected to be immediately accretive to Acerinoxs earnings per share in its first year of ownership, even prior to the realization of $71 million in estimated annual synergies. In addition, the return on capital employed (ROCE) target of 15% is expected to be reached in year one; Acerinox has 31% market share in the U.S.; Valuation: 12.6x EPS (2025E), 9.4x EBITDA (2025E), 5.6x Adj EBITDA after synergies (2025E), 1.51x sales (2025E); Outside date Feb 4 2025 (subject to an automatic extension until August 4, 2025, and a second extension until February 4, 2026, in each case under certain circumstances for the purpose of obtaining certain regulatory approvals); May 2 2024 announced Austrian FCA phase II investigation May 2 2024; May 14 2024 announced UK CMA formal investigation, closing Q4 2024;
>50% vote target; HSR expiry (filed Feb 16 2024, attained Mar 19 2024); CFIUS (filed Mar 1 2024, attained June 28 2024); Austrian FCA (phase II investigation May 2 2024, May 31 2024 withdrew merger notification); UK CMA (May 14 2024 announced formal investigation);
HCP
IBM
HashiCorp Inc.
IBM
24-April-24
01-December-24
Merger
Friendly
Tech
35.00000
0.00000
33.60000
6400.00000
0.46016
1.41000
-9.62000
0.43000
0.04
0.13
0.00000
35.00000
33.59000
1.40000
0.12050
131
Qatalyst
Wilson
Paul
Definitive agreement; HashiCorps suite of products provides enterprises with extensive Infrastructure Lifecycle Management and Security Lifecycle Management capabilities to enable organizations to automate their hybrid and multi-cloud environments; $6.4 billion acquisition adds suite of leading hybrid and multi-cloud lifecycle management products to help clients grappling with todays AI-driven application growth and complexity; HashiCorps capabilities to drive significant synergies across multiple strategic growth areas for IBM, including Red Hat, watsonx, data security, IT automation and Consulting; As a part of IBM, HashiCorp is expected to accelerate innovation and enhance its go-to-market, growth and monetization initiatives; Transaction expected to be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two; The acquisition of HashiCorp by IBM creates a comprehensive end-to-end hybrid cloud platform built for AI-driven complexity. The combination of each companys portfolio and talent will deliver clients extensive application, infrastructure and security lifecycle management capabilities; HashiCorp will be acquired with available cash on hand; The boards of directors of IBM and HashiCorp have both approved the transaction. The acquisition is subject to approval by HashiCorp shareholders, regulatory approvals and other customary closing conditions; The Companys largest shareholders and investors, who collectively hold approximately 43% of the voting power of HashiCorps outstanding common stock, entered into a voting agreement with IBM pursuant to which each has agreed to vote all of their common shares in favor of the transaction and against any alternative transactions; The transaction is expected to close by the end of 2024; Valuation: 9.91x sales (2025E); HCPs Terraform and RHT/IBMs Ansible overlap in infrastructure provisioning (Terraform vs Ansible Playbook), but IBM says Terraform and Ansible are very complimentary tools.; Outside date April 24, 2025, which may be extended to as late as October 24, 2025; Signed CA December 7, 2023; July 12 2024 received second request from the FTC;
>50% vote target; HSR expiry (filed May 10 2024, June 10 2024 pulled and refiled HSR, July 12 2024 received second request from the FTC); German FCO (attained June 6 2024); Austria FCA (attained May 17 2024);
HES
CVX
Hess Corporation
Chevron Corporation
23-October-23
15-November-24
Merger
Friendly
Oil & Gas
0.00000
1.02500
147.12000
60000.00000
0.04896
9.08325
0.03
0.00
0.00000
156.06325
146.98000
11.31761
0.26547
115
GS / JPMorgan
MS / Evercore
Wachtell
Paul
Definitive agreement; Hess Corporation is a leading global independent energy company engaged in the exploration and production of crude oil and natural gas with leading positions offshore Guyana, the Bakken shale play in North Dakota, the deepwater Gulf of Mexico and the Gulf of Thailand; The acquisition of Hess upgrades and diversifies Chevrons already advantaged portfolio. The Stabroek block in Guyana is an extraordinary asset with industry leading cash margins and low carbon intensity that is expected to deliver production growth into the next decade. Hess Bakken assets add another leading U.S. shale position to Chevrons DJ and Permian basin operations and further strengthen domestic energy security. The combined company is expected to grow production and free cash flow faster and for longer than Chevrons current five-year guidance; The transaction is expected to achieve run-rate cost synergies around $1 billion before tax within a year of closing; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2024; The acquisition is subject to Hess shareholder approval. It is also subject to regulatory approvals and other customary closing conditions; Valuation: 19.1x EPS (2024E), 8.5x EBITDA (2024E), 5.01x sales (2024E); Outside date April 18, 2024 (automatically be successively extended to October 22, 2024, April 22, 2025 and October 22, 2025 if all required applicable regulatory approvals have not been obtained by what would otherwise be the End Date but all other conditions to closing have been satisfied); Dec 7 2023 received second request from the FTC; May 13 2024 ISS recommends shareholders abstain; May 17 2024 announced Glass Lewis recommends shareholders vote For;
>50% vote target; HSR expiry (Dec 7 2023 received second request from the FTC);
HMST
FSUN
HomeStreet, Inc.
FirstSun Capital Bancorp
16-January-24
31-December-24
Merger
Friendly
Financial
0.00000
0.38670
13.81000
286.00000
0.21180
0.56455
-1.90244
0.03
0.23
0.00000
14.11455
13.55000
0.84089
0.14625
161
Keefe
Stephens
Sullivan
Nelson
Definitive merger agreement; HomeStreet, Inc., headquartered in Seattle, Washington, operates as the bank holding company for HomeStreet Bank that provides commercial, mortgage, and consumer/retail banking services primarily in the Western United States. The company offers personal and business checking, savings accounts, interest-bearing, money market accounts, and certificates of deposit; credit cards, insurance, and cash management services; 30%+ accretion to FSUNs 2025 estimated EPS; $175 million equity raise, led by Wellington Management, is fully committed; Combination will create a premier bank operating in the nations best markets in the Southwest and West Coast; FirstSun also announced today that it has entered into investment agreements with investors to raise capital to support the merger, led by Wellington Management (Wellington, and combined the Investors). In aggregate, $175 million of common stock will be issued to those Investors: (a) $80 million of which will be issued to Wellington immediately following todays merger announcement, and (b) the remaining $95 million of which will be issued concurrently with, and subject to, closing of the merger (acquisition equity). The proceeds of this capital are expected to support the pro forma companys balance sheet, resulting in CET1 of 9%+ pro forma at the consolidated BHC level and 10%+ at the bank level; Upon completion of the merger, the shares issued to HomeStreet shareholders are expected to comprise 22% of the outstanding shares of the combined company, the shares issued to Investors in the common stock issuance are expected to represent 14% of the combined company, and the expected remaining ownership of 64% will be held by legacy FirstSun common shareholders; Once completed, the merger will create a premier regional bank with $17 billion in total assets and 129 branch locations across some of the most attractive markets in the United States. The expanded footprint complements FirstSuns current presence in the high growth markets of the Southwest to include HomeStreets strong presence in Southern California, Hawaii, and other key markets in the Pacific Northwest; The financial benefits of the transaction are compelling, with estimated 2025 EPS accretion of 30%+ and a < 2 years earn back on tangible book value dilution; The parties expect the closing of the merger to occur in the middle of 2024, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the shareholders of each company. Principal FirstSun investors, as well as members of the HomeStreet Board of Directors, have executed voting agreements committing to support the transaction. The acquisition equity capital is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions; Valuation: 0.56x TBV, 0.55x BV, 15.1x EPS (2025E); Outside date January 16, 2025; Apr 30 2024 revised consideration downward -11.0% to 0.3867x shares;
>50% vote target; Fed; FDIC;
HOLI
Hollysys Automation Technologies Ltd.
Ascendent Capital Partners
11-December-23
25-July-24
Merger
Friendly
Industrial
26.50000
0.00000
26.41000
1660.00000
0.42015
0.10000
-7.74000
0.02
0.01
0.00000
26.50000
26.40000
0.09000
0.86098
2
DB
Davis / Mourant / Haiwen
Morrison / Zhong
Agreement; Hollysys is a leading automation control system solutions provider in China, with overseas operations in eight other countries and regions throughout Asia; Hollysys Board has unanimously approved Ascendents all cash offer at 42% premium to the unaffected price as of 23 August 2023; Agreement marks culmination of formal sale process conducted by Special Committee of independent directors; Ascendent Capital Partners is an international private investment firm headquartered in Hong Kong; The acquisition, which concludes a months-long sale process, will be completed through an all-cash transaction valued at approximately US$1.66bn; The Board of Directors of Hollysys (the "Board"), upon the unanimous recommendation of the Special Committee of independent directors, has given its unanimous approval for the transaction; The Board formed the Special Committee of independent directors on October 2, 2023 to run the sale process with the assistance of external advisors. Throughout the process, the Special Committee engaged in extensive discussions with multiple credible offerors who expressed interest in acquiring the Company and a number of buyers participated in such sale process; The deal will be subject to shareholder approval by the Company and certain closing conditions, including customary regulatory approval; Valuation: 14.1x EPS (LTM), 13.8x EBITDA (LTM), 2.06x sales (LTM); Outside date December 11, 2024 (automatically be extended by up to two periods of additional sixty days each); Dec 27 2023 announced end of go-shop, while company received additional offers, non constituted a superior proposal; Unsolicited proposal at $29.00 on Dec 24 2023, a 9.4% premium to Ascendent Capital friendly $26.50 deal; The Consortium is fully confident that its new proposal, at an attractive premium for Hollysys shareholders and backed by credible financing, will be deemed superior by the Hollysys Board; The Consortium stands ready to engage with the Hollysys Board, conclude the due diligence process and sign a merger agreement prior to January 22, 2024; Dazheng Group Acquisition Limited is a BVI-incorporated financial investor founded by sophisticated entrepreneurs and investment banking professionals; Feb 8 2024 shareholders approved Ascendent Capital Partners buyout, received notices of objection from more than 10% of shares; June 3 2024 announced the appointment of Vocation as a new auditor, reaffirmed strong commitment to closing the merger; July 1 2024 obtained all Chinese approvals;
>50% vote target; China ODI (filed Jan 2 2024, attained as at July 1 2024); China NDRC (attained as at July 1 2024); China NSR (filed Jan 5 2024, attained as at July 1 2024); <10% dissent;
HPGSF
Hipgnosis Songs Fund Limited
Alchemy Copyrights, LLC (Concord Chorus / Apollo)
18-April-24
15-August-24
Scheme
Friendly
Consumer
1.16000
0.00000
1.46000
1402.69995
0.29176
-0.09000
-0.35200
0.29380
0.00
0.00
0.00000
1.16000
1.25000
-0.10000
-0.73373
23
Singer
JPMorgan
Mourant / Carey
Reed / Latham / DLA
Recommended cash offer to be implemented by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended); In addition, if prior to the date falling five Business Days prior to the Court Hearing, the Investment Adviser, Hipgnosis (together with Hipgnosis Sub) and Bidco have entered into a tripartite agreement to terminate the Investment Advisory Agreement (the "IAA Termination Agreement") with effect from the Effective Date, Scheme Shareholders will be entitled to share in an aggregate additional consideration of up to US$25 million (the "Contingent Consideration"). The Contingent Consideration, if payable, will be equal to US$25 million less any amount payable to the Investment Adviser under the IAA Termination Agreement (the "Contingent Consideration Amount"). For the avoidance of doubt, such amount being reduced from the US$25 million would exclude any sums payable to the Investment Adviser in satisfaction of accrued fees and expenses due under the terms of the Investment Advisory Agreement, and any other fees and expenses incurred in relation to the IAA Termination Agreement. If the Contingent Consideration is payable, Scheme Shareholders will each receive for each Scheme Share held, the Contingent Consideration Amount divided by the number of Hipgnosis Shares in issue at the Scheme Voting Record Time rounded down, on a per share basis, to the nearest US$0.001. The maximum amount of Contingent Consideration a Scheme Shareholder may therefore receive is US$0.020 per Scheme Share; Hipgnosis Board intends to unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Hipgnosis Shareholders vote in favour of the Resolution at the General Meeting; In addition to the irrevocable undertakings given by the Hipgnosis Directors as set out above, Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting, and in favour of the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), from Asset Value Investors Limited, CCLA Investment Management, Schroder & Co Limited, J O Hambro Capital Management Limited, Madison Avenue Partners, LP, Gresham House Asset Management Ltd, Hawksmoor Investment Management and Premier Fund Managers Limited in respect of, in aggregate, 284,917,641 Hipgnosis Shares representing approximately 23.56 per cent. of Hipgnosis issued share capital as at the Latest Practicable Date; Bidco has also received a letter of intent to vote in favour of the Scheme at the Court Meeting, and in favour of the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), from Investec Wealth & Investment Limited in respect of, in aggregate, 70,000,000 Hipgnosis Shares representing approximately 5.79 per cent. of Hipgnosis issued share capital as at the Latest Practicable Date; The total number of Hipgnosis Shares which are therefore subject to irrevocable undertakings or a letter of intent received by Bidco from Hipgnosis Shareholders is 355,245,437 Hipgnosis Shares, representing in aggregate approximately 29.38 per cent; In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. of the voting rights of such Scheme Shareholders. In addition, the Resolution, a special resolution to authorise the Hipgnosis Directors to take all actions necessary for carrying the Scheme into effect and to amend the Hipgnosis Articles, must be passed by Hipgnosis Shareholders (either in person or by proxy) representing at least 75 per cent. of the votes cast on that resolution at the General Meeting; It is expected that the Court Meeting and the General Meeting will be held on or around 10 June 2024; The Acquisition will be financed by a combination of debt and equity financing. The equity financing will be provided by Concord and the Apollo Funds, and the debt financing will be provided by the Apollo Funds; Valuation: 1.04x NAV; Outside date Nov 5 2024;
75% vote; EC ; UK CMA;
HTLF
UMBF
Heartland Financial, USA Inc.
UMB Financial Corporation
29-April-24
31-March-25
Merger
Friendly
Financial
0.00000
0.55000
52.79000
2000.00000
0.28061
1.01050
-10.72151
0.04
0.09
0.00000
53.54050
52.53000
2.64795
0.07413
251
Keefe
BofA
Wachtell
Davis
Definitive merger agreement; Founded in 1981, HTLF is headquartered in Denver and has $19.4 billion in assets, $16.2 billion in total deposits and $12.1 billion in total loans, as of March 31, 2024. The combination of companies will create a leading, regional banking powerhouse, spanning a 13-state branch footprint, adding California, Minnesota, New Mexico, Iowa and Wisconsin to UMBs existing eight-state footprint, which includes Missouri, Illinois, Colorado, Kansas, Oklahoma, Nebraska, Arizona and Texas; This transaction, the largest in UMBs 111-year history, will result in UMB having $64.5 billion in assets, elevating it to the top 5% of the 616 publicly traded banks in the U.S. The transaction will increase UMBs private wealth managements AUM/AUA by 31% and nearly doubles its retail deposit base. It will also add 107 branches and 237 ATMs to UMBs 90 branches and 238 ATMs, dramatically expanding the network for both companies customers; HTLF stockholders are expected to collectively represent approximately 31% of the combined company; The transaction is subject to customary closing conditions, including regulatory approvals and approval by UMB shareholders and HTLF stockholders, and is expected to close in the first quarter of 2025; Outside date October 28, 2025; Valuation: 9.7x EPS (2025E), 1.07x BV, 1.59x TBV;
>50% vote target; >50% vote acquiror; Fed; FDIC;
IBTX
SSB
Independent Bank Group, Inc.
SouthState Corporation
20-May-24
31-March-25
Merger
Friendly
Financial
0.00000
0.60000
57.12000
2000.00000
0.10401
0.85000
-4.54808
0.13200
0.03
0.16
0.00000
57.30000
56.45000
2.60783
0.06788
251
Keefe
RJ
Wachtell
Davis
Definitive agreement; Independent Bank Group, based in McKinney, Texas, has approximately $18.9 billion in total assets, $15.7 billion in total deposits and $14.6 billion in total loans as of March 31, 2024, and operates in four market regions located in Dallas/Fort Worth, Austin and Houston areas in Texas and the Colorado Front Range; Three Independent Bank Group directors, including David Brooks and Independent Bank Groups Lead Independent Director G. Stacy Smith, will join both the SouthState Corporation board and the SouthState Bank board upon the completion of the transaction; The transaction was approved by the boards of directors of SouthState and Independent Bank Group by the unanimous vote of directors present at their respective meetings; Completion of the transaction is subject to customary closing conditions, including receipt of required regulatory approvals and the approval by shareholders of Independent Bank Group and SouthState; All members of the board of directors of Independent Bank Group and other significant shareholders collectively holding approximately 13.2% of Independent Bank Groups common stock, have signed voting agreements in support of the transaction. All members of the board of directors of SouthState have also signed voting agreements in support of the transaction; The transaction is expected to close by the end of the first quarter of 2025; There is no overlap in the branch network of the two companies; Outside date Aug 20 2025; Valuation: 12.0x EPS (2025E), 0.84x BV, 1.48x TBV;
>50% vote target; >50% vote acquiror; Fed; FDIC;
INFN
NOK
Infinera
Nokia
28-June-24
31-March-25
Merger
Friendly
Tech
4.65500
0.53688
5.91000
2300.00000
0.26426
0.77904
-0.61703
0.11000
0.56
0.00000
6.67904
5.90000
0.83379
0.21194
251
Centerview
PJT
Wilson
Skadden / Roschier
Definitive agreement; Infinera is a global supplier of innovative open optical networking solutions and advanced optical semiconductors; At least 70% of the consideration will be paid in cash and Infineras shareholders can elect to receive up to 30% of the aggregate consideration in the form of Nokia ADSs; Creates a highly scaled and truly global optical business with increased in-house technology capabilities and vertical integration; Strengthens Nokias optical position, specifically in North America; Accelerates Nokias customer diversification strategy, expanding webscale presence; Targeted net comparable operating profit synergies of EUR 200 million by 2027; Expected to be accretive to Nokias comparable operating profit and EPS in year 1 and to deliver over 10% comparable EPS accretion in 2027; Offer split at least 70% cash and up to 30% stock; Infinera shareholders can elect cash, Nokia stock or a combination; From 10-K: "The optical networking equipment market is competitive. Our main competitors in the optical transport systems market include dense wavelength division multiplexing system suppliers, such as ADTRAN, Ciena Corporation, Cisco Systems, Fujitsu, Huawei, Nokia, Ribbon Communications and ZTE"; The combination will increase the scale of Nokias Optical Networks business by 75%, enabling it to accelerate its product roadmap timeline and breadth; For each Infinera share, Infinera shareholders will be able to elect to receive either: 1) $6.65 cash, 2) 1.7896 Nokia shares, or 3) a combination of $4.66 in cash and 0.5355 Nokia shares for each Infinera share. All Nokia shares will be issued in the form of American Depositary Shares. The definitive agreement includes a proration mechanism so that the Nokia shares issued in the transaction do not exceed an amount equal to approximately 30% of the aggregate consideration that may be paid to Infinera shareholders; At or around the time of closing of the transaction Nokia will repurchase Infineras outstanding convertible notes for an estimated total value of approximately US$760 million; The acquisition has been unanimously approved by the board of directors of both Nokia and Infinera. It is targeted to close during the first half of 2025, subject to approval by Infineras shareholders, regulatory approvals including antitrust, CFIUS and other foreign direct investment approvals and other customary closing conditions; Oaktree Optical Holdings, L.P., which owned approximately 11% of Infinera common stock as of 27 June 2024, has agreed to vote their shares in favor of the transaction; Share of optical networking (2023): NOK (12%), INFN (8%), combines #3 and #5 to create #2 player (20%) behind Huawei; Valuation: 16.3x EPS (2025E), 10.6x EBITDA (2025E), 1.36x sales (2025E);
>50% vote target; HSR expiry; EC; CFIUS, China SAMR;
INST
KKR
Instructure Holdings, Inc.
KKR
25-July-24
22-November-24
Merger
Friendly
Education
23.60000
0.00000
23.25000
4800.00000
0.16428
0.39000
-2.94000
0.83650
0.12
0.00000
23.60000
23.21000
0.38000
0.04979
122
JPMorgan / Macquarie
MS / Moelis / UBS
Kirkland
Simpson
Definitive agreement; Instructure is a leading global provider of learning management, education-tech effectiveness and credentialing solutions. The Instructure ecosystem of products enhances the lives and outcomes of students, professional learners and educators. The company has impacted approximately 200 million learners across more than 100 countries with a thriving community of over 1,000 partners. Together with its expansive network of educators, learners and partners, the company is committed to broadening its platform and delivering $1B in revenue by 2028; KKR, with participation from Dragoneer Investment Group, will acquire all outstanding shares, including those shares owned by Instructures existing majority owner, Thoma Bravo, a leading software investment firm, which took the company public in 2021; KKR is making its investment in Instructure through its North America Fund XIII; The transaction, which was unanimously approved by the Instructure Board of Directors, is expected to close later this year, subject to customary closing conditions, including receipt of required regulatory approvals; In addition to approval by the Instructure Board of Directors, Instructure stockholders holding a majority of the outstanding voting securities of Instructure are expected to approve the transaction by written consent. Once the foregoing written consent has been delivered, no further action by other Instructure stockholders will be required to approve the transaction; Thoma Bravo owns 83.65% of INST; Valuation: 23.9x EPS (2025E), 15.8x EBITDA (2025E), 6.64x sales (2025E);
HSR expiry;
JNPR
HPE
Juniper Networks, Inc.
Hewlett Packard Enterprise
09-January-24
31-December-24
Merger
Friendly
Tech
40.00000
0.00000
37.22000
14302.09961
0.35593
3.24000
-7.37550
0.03
0.31
0.00000
40.44000
37.20000
3.23000
0.20776
161
GS
JPMorgan / Qatalyst
Skadden
Wachtell / Covington / Freshfields
Definitive agreement; Juniper Networks, Inc. is a leader in AI-native networks; Highly complementary combination enhances secure, unified, cloud and AI-native networking to drive innovation from edge to cloud to exascale; Accelerates long-term revenue growth and expands gross and operating margin; Expected to be accretive to non-GAAP EPS and free cash flow in year 1, post close; Advances HPEs portfolio mix shift toward higher-growth solutions and strengthens high-margin networking business; Combining HPE and Junipers complementary portfolios supercharges HPEs edge-to-cloud strategy with an ability to lead in an AI-native environment based on a foundational cloud-native architecture; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of HPE and Juniper, Juniper shareholders will receive $40.00 per share in cash upon the completion of the transaction; The transaction is expected to be funded based on financing commitments for $14 billion in term loans. Such financing will ultimately be replaced, in part, with a combination of new debt, mandatory convertible preferred securities, and cash on the balance sheet; The transaction is currently expected to close in late calendar year 2024 or early calendar year 2025, subject to receipt of regulatory approvals, approval of the transaction by Juniper shareholders, and satisfaction of other customary closing conditions; The combination is expected to achieve operating efficiencies and run-rate annual cost synergies of $450 million within 36 months post close; Committed financing for the transaction has been provided by Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd; Valuation: 15.6x EPS (2025E), 11.9x EBITDA (2025E), 8.7x Adj EBITDA after synergies (2025E), 2.60x sales (2025E); Outside date January 9, 2025, subject to three automatic three (3)-month extensions; Company is permitted to continue paying regular quarterly dividends, substantially in accordance with past practice, at a quarterly rate not to exceed $0.22 per share; Signed CA October 2, 2023; In connection with its entry into the Merger Agreement, Parent obtained a debt commitment letter from Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. for a $14 billion senior unsecured delayed draw term loan facility, composed of an $11 billion 364-day tranche and a $3 billion three-year tranche, subject to customary conditions. Such financing will ultimately be replaced, in part, with a combination of new debt, mandatory convertible preferred securities, and cash on the balance sheet;
>50% vote target; HSR expiry; EC (notified June 27 2024, deadline Aug 1 2024); UK CMA (June 19 2024 launched phase 1 investigation, deadline Aug 14);
LSXMA
SIRI
Liberty SiriusXM Tracking Stock Group
Sirius XM Holdings Inc.
12-December-23
09-September-24
Merger
Friendly
Media
0.00000
8.40000
22.60000
16093.11621
0.58288
10.97456
-1.37793
0.03
0.89
0.00000
33.54456
22.57000
8.70577
10.94900
48
JPMorgan
MS / Solomon
OMelveny
Simpson / Debevoise
Definitive agreement; SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; Under the terms of the transaction, Liberty will separate LSXM by means of a redemptive split-off of a new subsidiary of Liberty ("SplitCo"), which will hold its shares of SiriusXM and approximately $1.7 billion of estimated attributed net liabilities. In the split-off, holders of each series of LSXM common stock will receive a number of shares of SplitCo stock equal to the Exchange Ratio, calculated as described below, such that LSXM stockholders receive 1 share of New SiriusXM for each share of SiriusXM previously held at LSXM, adjusted for LSXM net liabilities. A wholly owned subsidiary of SplitCo will then merge with SiriusXM, and existing SiriusXM stockholders (other than Liberty Media) will receive 1:1 shares of SplitCo, which will become New SiriusXM; The transaction is intended to be tax-free to LSXM stockholders (except with respect to any cash received in lieu of fractional shares) and SiriusXM stockholders; The Exchange Ratio will be calculated based on (i) the number of shares of SiriusXM held by Liberty, reduced by a net liabilities share adjustment (the "Net Liabilities Share Adjustment"), divided by (ii) the number of adjusted fully diluted shares of LSXM; Liberty Media currently holds 3,205.8 million shares of SiriusXM attributed to LSXM; If the Net Liabilities Share Adjustment and the adjusted fully diluted shares of LSXM were calculated as of June 30, 2024, the Exchange Ratio is estimated to be approximately 8.4 shares in New SiriusXM for each share of LSXM held; LSXM stockholders will own approximately 81% of New SiriusXM, with the SiriusXM minority stockholders owning the remaining 19%; SiriusXM has secured committed financing with availability of $1.1 billion from Morgan Stanley, Bank of America and J.P. Morgan, the net proceeds of which may be used to refinance Liberty Medias 2.75% Exchangeable Notes due 2049 and the existing Liberty Media margin loan secured by SiriusXMs common stock; The transaction has been unanimously approved by Libertys Board, the SiriusXM Special Committee and SiriusXMs Board of Directors; The transaction is expected to be completed early in the third quarter of 2024, subject to approval by a majority of the aggregate voting power of the shares of Liberty SiriusXM common stock present, whether in-person or by proxy, at a stockholder meeting, the receipt by Liberty Media and New SiriusXM of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; A subsidiary of Liberty Media owning a majority of the outstanding shares of SiriusXM has delivered a written consent approving the transaction on behalf of SiriusXM stockholders; Outside date November 15, 2024;
>50% vote target; Tax opinions; FCC (attained as at July 19 2024)
MCBC
WTFC
Macatawa Bank Corporation
Wintrust Financial Corporation
16-April-24
31-December-24
Merger
Friendly
Financial
0.00000
0.13889
14.71000
510.29999
0.49547
0.25500
-4.68322
0.04
0.05
0.00000
14.90500
14.65000
0.54390
0.08615
161
MS
Warner
ArentFox
Definitive merger agreement; Macatawa is the parent company of Macatawa Bank, a Michigan state-chartered bank, which is headquartered in Holland, Michigan and operates a network of 26 full-service branches located throughout communities in Kent, Ottawa and northern Allegan counties, including Grand Rapids; If the Closing Price is greater than or equal to $89.03 but less than or equal to $113.03, Macatawa shareholders will be entitled to receive between 0.1314 and 0.1668 shares of Wintrust Common Stock per share of Macatawa common stock. Macatawa shareholders will be entitled to receive 0.1668 shares of Wintrust Common Stock per share of Macatawa common stock if the Closing Price is below $89.03, and 0.1314 shares of Wintrust Common Stock per share of Macatawa common stock if the Closing Price is above $113.03; The transaction is subject to approval by banking regulators, approval of Macatawas shareholders and other customary closing conditions The transaction is expected to close in the second half of 2024 and is not expected to have a material effect on Wintrusts 2024 earnings per share; Outside date April 15, 2025; Valuation: 11.6x EPS (2025E), 1.78x BV, 1.78 TBV;
>50% vote target; Fed; FDIC;
MGRC
WSC
McGrath RentCorp
WillScot Mobile Mini Holdings Corp.
29-January-24
31-July-24
Merger
Friendly
Industrial
73.80000
1.12844
115.23000
3800.00000
0.11600
7.08164
-5.50427
0.03
0.56
0.00000
121.08164
114.00000
7.11749
14.85001
8
GS
BofA / Rothschild
Morrison
Allen
Definitive agreement; McGrath RentCorp is a leading business-to-business rental company based in Livermore, California; McGrath is a leading provider of temporary and permanent space solutions throughout the United States. This complements WillScot Mobile Minis broad North American footprint and 80-year history as an innovative space solutions provider. The combined company will serve more than 85,000 customers, who will benefit from expanded distribution of Value-Added Products and Services enabling turnkey space solutions, as well as further commercial and operating synergies from the combined branch resources and infrastructure; The acquisition will enhance WillScot Mobile Minis position as a North American leader in turnkey space solutions with a complementary geographic footprint and a more diversified platform, providing enhanced value across key customer segments; The Company expects that the combination will be accretive to earnings per share within twelve months post-closing, based on the Companys successful track record of integrating acquisitions; The acquisition brings together two complementary businesses, enhancing diversity across customer segments; $50 million of run-rate operating synergies expected to be achieved within 24 months of closing; McGrath shareholders will receive for each of their shares either $123.00 in cash or 2.8211 shares of WillScot Mobile Mini common stock, as determined pursuant to the election and allocation procedures in the merger agreement under which 60% of McGraths outstanding shares will be converted into the cash consideration and 40% of McGraths outstanding shares will be converted into the stock consideration; McGrath shareholders will participate in the significant value-creation opportunity from the transaction through approximately 12.6% ownership stake in the combined company and its track record of value creation through synergy realization. McGrath shareholders will also benefit from a tax-free reorganization under IRC Section 368 for the stock portion of the merger consideration; WillScot Mobile Mini has secured committed financing for the transaction by way of a $1.75 billion senior secured bridge credit facility (Bridge Facility), which along with borrowings under WillScot Mobile Minis ABL revolving credit facility (ABL Facility) will fund the cash portion of the purchase price and the repayment of McGraths outstanding debt. In addition, WillScot Mobile Mini has secured commitments to upsize its existing $3.7 billion ABL Facility by $750 million to $4.45 billion; All directors for the respective Boards of WillScot Mobile Mini and McGrath adopted and approved the transaction; The transaction is expected to close in the second quarter of 2024 and is subject to approval by McGrath shareholders, regulatory approvals and other customary closing conditions; JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., MUFG Bank, Ltd., Deutsche Bank AG, acting through its branches, Bank of America, N.A., and Bank of Montreal provided financing commitments for the upsize to the ABL Facility and/or the Bridge Facility in connection with the transaction; Valuation: 21.2x EPS (2025E), 10.6x EBITDA (2025E), 9.3x Adj EBITDA after synergies (2025E), 4.24x sales (2025E); Outside date in 9 months, can be extended an additional 3 months; Signed CA September 19, 2023; Signed clean team confidentiality agreement November 29, 2023; May 29 2024 certified compliance with FTC second request;
>50% vote target; HSR expiry (filed Jan 29 2024, received second request from the FTC Feb 21 2024, May 29 2024 certified compliance with FTC second request);
MORF
LLY
Morphic Holding, Inc.
Eli Lilly and Company
08-July-24
15-August-24
Tender Offer
Friendly
Biotech
57.00000
0.00000
56.56000
3200.00000
0.79020
0.45000
-24.71000
0.20500
0.04
0.02
0.00000
57.00000
56.55000
0.44000
0.13088
23
Centerview / Evercore
Citi
Fenwick
Kirkland
Definitive agreement; Morphic is a biopharmaceutical company developing oral integrin therapies for treatment of serious chronic diseases; Acquisition to expand Lillys immunology pipeline with oral integrin therapies; Morphics lead program is a selective oral small molecule inhibitor of 47 integrin for the treatment of inflammatory bowel disease (IBD) that has the potential to improve outcomes and expand treatment options for patients. This molecule (known as MORF-057) is being evaluated in two Phase 2 studies in ulcerative colitis and one Phase 2 study in Crohns disease. Additionally, Morphic is developing a preclinical pipeline of other molecules for the treatment of autoimmune diseases, pulmonary hypertensive diseases, fibrotic diseases and cancer; The transaction has been approved by the boards of directors of both companies; The transaction is not subject to any financing condition and is expected to close in the third quarter of 2024, subject to customary closing conditions, including the tender of a majority of the outstanding shares of Morphics common stock; From MORF 10-K: We are developing MORF-057, an oral small molecule 47-specific integrin inhibitor, for the treatment of IBD. Currently approved IBD therapies include Entyvio (vedolizumab), an injectable 47 monoclonal antibody marketed by Takeda Pharmaceutical Company Limited, as well as therapies with different mechanisms of action marketed by AbbVie Inc., Johnson & Johnson, UCB, Biogen Inc., Pfizer Inc., Eli Lilly and Company, and Bristol-Myers Squibb, in addition to other pharmaceutical companies, against which our product candidate may compete, if approved. Further, we are aware of oral 47 therapies in clinical development for IBD by Gilead Sciences, Inc, and EA Pharma Co. LTD, as well as therapies with different mechanisms of action in clinical development by AbbVie Inc., Johnson & Johnson, Pfizer, Inc., Eli Lilly and Company, Merck, Roche, Sanofi, Teva, Takeda, and Bristol-Myers Squibb, in addition to other pharmaceutical companies; Outside date November 4, 2024, which date shall be extended on up to two occasions for 90 days each, or for an aggregate of up to 180 days, if the closing condition regarding the expiration of the waiting period under the HSR Act remains unsatisfied; MORF has no clinical data for its lead product due until 1H 2025;
>50% tender; HSR expiry (filed July 16 2024);
MRO
COP
Marathon Oil Corporation
ConocoPhillips
29-May-24
15-November-24
Merger
Friendly
Oil & Gas
0.00000
0.25500
27.88000
22500.00000
0.14687
0.23660
-3.36157
0.02
0.07
0.00000
28.09660
27.86000
0.62955
0.07350
115
MS
Evervore
Kirkland
Wachtell
Definitive agreement; Marathon Oil (NYSE: MRO) is an independent oil and gas exploration and production (E&P) company focused on four of the most competitive resource plays in the U.S. - Eagle Ford, Texas; Bakken, North Dakota; Permian in New Mexico and Texas, and STACK and SCOOP in Oklahoma, complemented by a world-class integrated gas business in Equatorial Guinea; Acquisition of Marathon Oil Corporation is expected to be immediately accretive to earnings, cash flows and return of capital per share; ConocoPhillips expects to achieve at least $500 million of run rate cost and capital savings within the first full year following the closing of the transaction; Independent of the transaction, ConocoPhillips expects to increase its ordinary base dividend by 34% to 78 cents per share starting in the fourth quarter of 2024; This acquisition is immediately accretive to ConocoPhillips on earnings, cash from operations, free cash flow and return of capital per share to shareholders; Given the adjacent nature of the acquired assets and a common operating philosophy, ConocoPhillips expects to achieve the full $500 million of cost and capital synergy run rate within the first full year following the closing of the transaction. The identified savings will come from reduced general and administrative costs, lower operating costs and improved capital efficiencies; The transaction is subject to the approval of Marathon Oil stockholders, regulatory clearance and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2024; Outside date May 28, 2025 (subject to two potential extensions to November 28, 2025 and May 28, 2026 if the required regulatory approvals have not been received but all other conditions to closing have been satisfied or waived (except for those conditions that by their nature are to be satisfied at closing)); Valuation: 9.5x EPS (2025E), 4.9x EBITDA (2025E), 3.22x sales (2025E); July 11 2024 received second request from the FTC;
>50% vote target; HSR expiry (filed June 11 2024, July 11 2024 received second request from the FTC), German FCO;
MTTR
CSGP
Matterport, Inc.
CoStar Group
22-April-24
31-December-24
Merger
Friendly
Tech
2.75000
0.03552
4.52000
1600.00000
2.16092
0.92993
-2.78900
0.15000
0.03
0.25
0.00000
5.43993
4.51000
0.97796
0.56039
161
Qatalyst
Foley
Latham
Definitive agreement; Matterport, Inc. is the Worlds #1 Digital Twin Platform leading the digital transformation of the built world; Under the terms and subject to the conditions of the agreement, Matterport stockholders will receive $2.75 in cash and $2.75 in shares of CoStar Group common stock for each share of Matterport common stock; The transaction, which is expected to be completed during the year, is subject to the approval of Matterport stockholders and the satisfaction of customary closing conditions, including applicable regulatory approvals; Outside date January 21, 2025, subject to three extensions of 90 days each in order to obtain required regulatory approvals; Unanimously approved by Matterports Board of Directors; CoStar Group was one of the first adopters of Matterports technology, and currently has almost 300,000 Matterport digital twins available in the CoStar information product and online property marketplaces; Directors, Officers and certain other stockholders of Matterport, representing approximately 15% of Matterports fully diluted shares, have entered into voting agreements to support the transaction; Signed CA Oct 16 2023, amended Mar 22 2024; Valuation: 8.03x sales (2025E); July 3 2024 received second request from the FTC;
>50% vote target; HSR expiry (filed May 3 2024, pulled and refiled HSR with the FTC on June 3 2024, July 3 2024 received second request from the FTC); Foreign investment laws of the U.K. (attained July 3 2024);
NVEI
Nuvei Corporation
Advent International
01-April-24
31-December-24
Merger
Friendly
Financial
34.00000
0.00000
32.95000
6300.00000
0.56250
1.26000
-11.05200
0.92000
0.02
0.10
0.00000
34.20000
32.94000
1.25000
0.08811
161
TD / Barclays
RBC / CIBC
Stikeman / Davis / Norton
Kirkland / Blakes / Osler / Fasken / Willkie / McCarthy / Mayer
Definitive agreement; Nuvei is the Canadian fintech company accelerating the business of clients around the world. Nuveis modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services; Existing shareholder Philip Fayer is rolling over substantially all of his existing equity and existing shareholders Novacap and CDPQ are rolling over a majority of their existing equity; Canadian shareholders Philip Fayer, Novacap and CDPQ will indirectly own or control approximately 24%, 18% and 12%, respectively, of the equity in the resulting private company as part of the agreement; Philip Fayer will continue to lead Nuvei as Chair and Chief Executive Officer, alongside his broader leadership team, with Montreal continuing to serve as Nuveis headquarters; The proposed transaction has the support of each of the holders of Multiple Voting Shares, namely Philip Fayer, Novacap and CDPQ, who collectively represent approximately 92% of the voting power attached to all the Shares; Nuveis Board of Directors, after receiving advice from the Companys financial advisor and outside legal counsel, is unanimously recommending (with interested directors abstaining from voting) that the Nuvei shareholders vote in favour of the transaction. This recommendation follows the unanimous recommendation of a special committee of the Board of Directors which is comprised solely of independent directors and was formed in connection with the transaction; The transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act. Implementation of the transaction will be subject to, among other things, the following shareholder approvals at a special meeting of shareholders to be held to approve the proposed transaction (the "Meeting"): (i) the approval of at least 66 2/3% of the votes cast by the holders of Multiple Voting Shares and Subordinate Voting Shares, voting together as a single class (with each Subordinate Voting Share being entitled to one vote and each Multiple Voting Share being entitled to ten votes); (ii) the approval of not less than a simple majority of the votes cast by holders of Multiple Voting Shares; (iii) the approval of not less than a simple majority of the votes cast by holders of Subordinate Voting Shares; (iv) if required, the approval of not less than a simple majority of the votes cast by holders of Multiple Voting Shares (excluding the Multiple Voting Shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"); and (v) the approval of not less than a simple majority of the votes cast by holders of Subordinate Voting Shares (excluding the Subordinate Voting Shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to MI 61-101). The transaction is also subject to court approval and customary closing conditions, including receipt of key regulatory approvals, is not subject to any financing condition and, assuming the timely receipt of all required key regulatory approvals, is expected to close in late 2024 or the first quarter of 2025; 0.3% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 92% of the total voting power attached to all of the Shares, have agreed to vote their Shares in favour of the transaction; TD orally delivered to the Special Committee the results of the Formal Valuation, completed under the Special Committees supervision, opining that, as of April 1, 2024, subject to the assumptions, limitations and qualifications communicated to the Special Committee by TD and to be contained in TDs written Formal Valuation, the fair market value of the Shares is between US$33.00 and US$42.00 per Share; The Board of Directors received the Fairness Opinions and the Formal Valuation and, after receiving the unanimous recommendation of the Special Committee and advice from the Companys financial advisor and outside legal counsel, the Board of Directors unanimously (with interested directors abstaining from voting) determined that the transaction is in the best interests of Nuvei and is fair to its shareholders (other than the Rollover Shareholders and any other shareholders required to be excluded pursuant to MI 61-101) and unanimously recommended (with interested directors abstaining from voting) that shareholders vote in favour of the transaction; BMO Capital Markets is acting as left lead arranger and administrative agent for the new US$600 million revolving credit facility and US$2,550 million term loan financing; Valuation: 13.1x EPS (2025E), 10.5x EBITDA (2025E), 4.0x sales (2025E); Signed CA December 22, 2023; Outside date Jan 15 2024 (can be extended to April 1, 2025); In the event Closing has not occurred prior to the Regulatory Approval Deadline and any Regulatory Approval(s) in connection with Financial Services Licenses or Gaming Authorizations have not been obtained ("Outstanding Approvals"), (A) to the extent permissible by Law and subject in all respects to the Remedy Limitations, the Parties shall use reasonable best efforts to implement Alternative Arrangements, such as payee agent arrangements or other uses of third parties and/or the surrender of one or more Authorizations, to allow the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date) without obtaining such Outstanding Approval(s); and (B) where such Alternative Arrangements cannot be implemented despite such reasonable best efforts in accordance with clause (A) subject in all respects to the Remedy Limitations, the Company shall, in consultation with Purchaser, cease or cause its applicable Subsidiary to cease the conduct of services regulated in such jurisd
66 2/3 vote target; Majority of minority vote target; Investment Canada; Competition Canada (filed Apr 15 2024, attained June 14 2024); HSR expiry (filed Apr 15 2024, attained); Gaming Authorization in West Virginia; Financial Services Licenses; Antitrust: Brazil (attained May 29 2024), China SAMR (attained June 12 2024), South Africa, EC (filed June 24 2024, attained July 17 2024); FDI: Australia, Italy, Romania, Bulgaria;
PARAA
Paramount Global
Skydance Media
08-July-24
31-March-25
Merger
Friendly
Media
23.00000
0.00000
22.45000
24188.72461
0.28348
0.85000
-4.26313
0.77000
0.02
0.17
0.00000
23.15000
22.30000
0.84000
0.05524
251
BDT / Centerview / Rothschild
RedBird / BofA / Moelis / Raine
Ropes / Cravath / Simpson
Latham / Sullivan
Definitive agreement; Paramount Global is a leading global media, streaming and entertainment company that creates premium content and experiences for audiences worldwide; Next generation leadership team to take helm, led by David Ellison as Chairman and Chief Executive Officer, and Jeff Shell as President; Skydance plans to enhance and reinvigorate marquee Paramount and CBS brands; Skydance will merge with Paramount in an all-stock transaction, valuing Skydance at $4.75 billion; Skydance equity holders will receive 317 million Class B Shares valued at $15 per share; Skydance Investor Group, comprised of the Ellison Family and RedBird Capital Partners, to invest $2.4 billion to acquire National Amusements for cash and $4.5 billion for the stock/cash merger consideration to be paid for publicly traded Class A shares and Class B shares, as well as $1.5 billion of primary capital to be added to Paramounts balance sheet; Post transaction close, Skydance Investor Group will own 100% of New Paramount Class A Shares and 69% of outstanding Class B shares, or approximately 70% of the pro forma shares outstanding; The transaction combines the Skydance Investor Groups (Skydance IG) financial resources, deep operating experience, and expertise in cutting-edge technology with Paramounts iconic IP, deep film and television library, proven hit-making capabilities, and linear and streaming platforms that reach millions of viewers; Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee, and by National Amusements, Inc. (NAI), majority owner of Paramounts Class A stock, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share; Skydance IG, led by the Ellison Family and RedBird Capital Partners, will invest up to $6 billion to: Offer Class A stockholders other than NAI an election to receive in the merger $23 cash per share or 1.5333 shares of Class B stock of New Paramount. Offer Class B stockholders other than NAI an election to receive in the merger $15 cash per share or one share of Class B stock of New Paramount, subject to proration if Class B elections exceed $4.3 billion in the aggregate (approximately 48% of the non-NAI float as of the date of this release); NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Following completion of the transaction, only Skydance IG will hold Class A shares; NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Following completion of the transaction, only Skydance IG will hold Class A shares. Following the close of the transaction and the growth equity investment and assuming full participation in the cash election by Class B stockholders, Class B stockholders will own approximately 30% of the outstanding equity of New Paramount and Skydance IG will own approximately 70% of the outstanding equity of New Paramount; When the transaction closes, David Ellison will become Chairman and Chief Executive Officer. Jeff Shell, Chairman of RedBird Sports & Media and former CEO of NBCUniversal, will be President; NAI, which holds approximately 77% of the Paramount Class A shares, has delivered a written consent approving the transaction. No further stockholder approval is required. The consummation of the transaction is not subject to any financing condition. Completion of this transaction is subject to regulatory approvals and other customary closing conditions. The transaction is anticipated to close in the first half of 2025; The definitive Transaction Agreement includes a 45-day go-shop period during which the Special Committee of Paramounts Board of Directors, with the assistance of its financial advisors, will be permitted to actively solicit and evaluate alternative acquisition proposals; Valuation: 16.8x EPS (2025E), 8.2x EBITDA (2025E), 0.79x sales (2025E); Go-shop expires August 21, 2024; Outside date April 7, 2025, subject to two automatic extensions of ninety (90) days each;
FCC; HSR expiry;
PRFT
Perficient, Inc.
BPEA Private Equity Fund VIII (EQT Asia)
05-May-24
22-October-24
Merger
Friendly
Consulting
76.00000
0.00000
75.17000
3000.00000
0.57971
0.87000
-27.02000
0.03
0.03
0.00000
76.00000
75.13000
0.86000
0.04671
91
BofA / Wells
JPMorgan / TD
Kirkland
Simpson / Sidley
Definitive agreement; Perficient, Inc. is a leading global digital consultancy transforming the worlds largest enterprises and biggest brands; EQT is a purpose-driven global leading investment organization with EUR 242 billion in total assets under management (EUR 132 billion in fee-generating assets under management), within two business segments Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership; The result of a comprehensive review by the Board to maximize value for the company and its shareholders; The transaction, which has been unanimously approved by Perficients Board of Directors, is expected to close by the end of 2024, subject to customary closing conditions, including approval by Perficient stockholders and receipt of regulatory approvals; The transaction is not subject to a financing condition; Perficients headquarters will remain in St. Louis, Tom Hogan will continue as CEO, and the current management team will continue to lead Perficient; Valuation: 16.8x EPS (2025E), 13.6x EBITDA (2025E), 2.97x sales (2025E); Inside date July 5, 2024; Outside date February 5, 2025 (can be extended to May 5 2025); unds affiliated with EQT Asia and Wallbrook Pte. Ltd. (collectively, the Equity Investors) have committed, pursuant to equity commitment letters, dated as of May 5, 2024 (the Equity Commitment Letters), to, directly or indirectly, capitalize Parent, at or immediately prior to the Closing of the Merger, with equity contributions in an aggregate amount of $2,228,265,465. JPMorgan Chase Bank, N.A., Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC (collectively and together with certain affiliates, the Lenders) have committed to provide debt financing (the Debt Financing) in connection with the Merger consisting of (i) a senior secured revolving credit facility in an aggregate principal amount equal to $200,000,000; and (ii) a senior secured term loan facility in an aggregate principal amount equal to $935,000,000, in each case, on the terms and subject to the conditions set forth in the commitment letter, dated as of May 5, 2024 (the Debt Commitment Letter);
>50% vote target; HSR expiry (filed May 31 2024, attained July 1 2024); CFIUS (filed May 31 2024); Serbia (filed May 20 2024); Romania (filed June 3 2024);
PWSC
PowerSchool Holdings, Inc.
Bain Capital
07-June-24
30-September-24
Merger
Friendly
Tech
22.80000
0.00000
22.57000
5600.00000
0.37019
0.24000
-5.92000
0.02
0.04
0.00000
22.80000
22.56000
0.23000
0.05512
69
GS / Centerview
Kirkland / Freshfields
Ropes
Definitive agreement; PowerSchool Holdings, Inc. is a leading provider of cloud-based software for K-12 education. PowerSchool is a global education technology company supporting over 55 million students and over 17,000 customers in more than 90 countries; Vista Equity Partners and Onex Partners will continue to have minority investments in PowerSchool; Following the recommendation of a Special Committee composed entirely of independent and disinterested directors, the PowerSchool Board of Directors approved the merger agreement. In addition to approval by the PowerSchool Board of Directors, PowerSchool stockholders holding a majority of the outstanding voting securities of PowerSchool have approved the transaction by written consent; In connection with the transaction, PowerSchools tax receivable agreement was amended to provide that no payments will be made in respect of or following the transaction; these payments would have had an estimated value of approximately $450 million, which corresponds to an estimated per share value in excess of $2.00 per share; The transaction is expected to close in the second half of 2024, subject to customary closing conditions, including receipt of regulatory approvals; Debt financing for the transaction will be provided by Ares Capital Management, HPS Investment Partners, Blackstone Alternative Credit Advisors, Blue Owl Credit Advisors, Sixth Street Partners, and Golub Capital; Valuation: 20.3x EPS (2025E), 17.6x EBITDA (2025E), 6.41x sales (2025E); Inside date September 30, 2024; Outside date March 6, 2025; Certain investment funds advised by Bain Capital Private Equity, LP have committed, pursuant to the equity commitment letter dated June 6, 2024 (the Equity Commitment Letter), to capitalize Parent, at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of $1,748,566,902; Ares Capital Management LLC, Blackstone Alternative Credit Advisors LP, Blue Owl Credit Advisors LLC, Golub Capital LLC, HPS Investment Partners LLC, and Sixth Street Partners, LLC (collectively and each with certain affiliates, the Lenders) have committed to provide debt financing (the Debt Financing) in connection with the Merger consisting of a term loan facility in an aggregate principal amount equal to $2,375,000,000, a delayed draw term loan facility in an aggregate principal amount equal to $500,000,000, and a revolving credit facility in an aggregate principal amount equal to $300,000,000; Parent, certain of its affiliates and the Company entered into support and rollover agreements with investment funds affiliated with Vista Equity Partners and Onex Partners Managers LP. Under the support and rollover agreements, the applicable stockholders have agreed to vote or execute consents with respect to all of their shares of the Companys common stock in favor of the Transactions, subject to certain terms and conditions contained therein. In addition, the applicable stockholders have agreed to rollover a portion of their existing equity in the Company and its subsidiaries into an ownership interest in the parent company of Parent;
HSR expiry (attained July 22 2024);
SBOW
CRGY
SilverBow Resources, Inc.
Crescent Energy Company
16-May-24
30-July-24
Merger
Friendly
Oil & Gas
15.31000
1.86600
37.90000
2100.00000
0.18335
0.11726
-5.75604
0.01
0.02
0.00000
37.90726
37.79000
0.12149
0.18218
7
Intrepid / BofA / Evercore
Jefferies / Wells
Richards / Gibson
Vinson
Definitive agreement; SilverBow Resources, Inc. is a Houston-based energy company actively engaged in the exploration, development, and production of oil and gas in the Eagle Ford Shale and Austin Chalk in South Texas; Combined company to be the second largest operator in the Eagle Ford; Creates leading mid-cap E&P with scaled, balanced portfolio of high-quality assets; Well-positioned for further growth through accretive, returns-driven M&A; The transaction will create a scaled company with a balanced portfolio of high-quality and long-life assets, an attractive, returns-driven financial framework and strong balance sheet, led by a management team and Board with significant operating and investing expertise that is well-positioned to drive long-term growth and value creation; SilverBow shareholders will receive 3.125 shares of Crescent Class A common stock for each share of SilverBow common stock, with the option to elect to receive all or a portion of the proceeds in cash at a value of $38 per share, subject to possible pro ration with a maximum total cash consideration for the transaction of $400 million; Scaled enterprise advantages and complementary assets expected to drive significant annual synergies of $65 to $100 million through immediate cost of capital savings and operating efficiencies; The result of a review of alternatives conducted with the assistance of our financial and legal advisors; Under the terms of the agreement, SilverBow shareholders who elect to receive stock will receive 3.125 shares of Crescent Class A common stock for each share of SilverBow common stock. The transaction is structured as a cash-election merger with shareholders able to elect to receive $38 per share in cash up to a maximum total cash consideration of $400 million (the Available Cash Election Amount). If aggregate cash elections by shareholders exceed the Available Cash Election Amount, shareholders electing cash only will receive a mix of cash and stock that limits the total transaction cash consideration to the Available Cash Election Amount; Pro forma for the transaction, Crescent shareholders will own between approximately 69% and 79% and SilverBow shareholders will own between approximately 21% and 31% of the combined company; The combination has been unanimously approved by the boards of directors of both companies. A special committee of independent directors of Crescent (the Special Committee) have also unanimously approved the transaction. Current Crescent shareholders representing ~43% of total Class A common stock and Class B common stock outstanding have entered into voting agreements in support of the transaction; The transaction, which will be subject to customary closing conditions, including approvals by shareholders of each company and typical regulatory agencies, is targeted to close by the end of the third quarter of this year; Wells Fargo Bank, NA has also provided $2.0 billion of committed financing for the transaction; Valuation: 3.8x EPS (2025E), 2.3x EBITDA (2025E), 1.72x sales (2025E); Outside date November 15, 2024 (subject to a six-month extension under certain circumstances); Concurrently with the execution of the Merger Agreement, each of John Goff, PT Independence Energy Holdings LLC, KKR Upstream Associates LLC and Independence Energy Aggregator L.P. (collectively, the Crescent Supporting Stockholders) beneficially owning approximately 43% of the outstanding shares of Crescent Capital Stock entered into voting and support agreements with SilverBow (the Crescent Support Agreements) pursuant to which the Crescent Supporting Stockholders have agreed, among other things, to (i) refrain from the transfer, including sales, of any shares of Crescent Capital Stock beneficially owned by such stockholders, subject to certain exceptions, and (ii) vote all shares of Crescent Capital Stock beneficially owned by such stockholders or cause to be voted all shares of Crescent Capital Stock beneficially owned by such stockholders (A) in favor of the Crescent Stock Issuance and any other matter that is required to be approved by the stockholders of Crescent in order to effect the Mergers, (B) against any (x) Crescent Acquisition Proposal and (y) action that would reasonably be expected to impede, interfere with or delay the Mergers or any transaction that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Crescent under the Merger Agreement, and (C) in favor of any proposal to adjourn or postpone the Crescent stockholders meeting to a later date if there are not sufficient votes to approve the Crescent Stock Issuance; Combined the #6 and #9 Permian operators to create a #2, behind EOG and ahead of COP; Election breakeven = $12.16 CRGY; Signed CA March 31, 2024; May 22 2024 Kimmeridge withdrew board nominees; June 18 2024 CRGY priced $750 million senior notes to fund merger; July 18 2024 announced ISS and Glass Lewis recommend vote For;
>50% vote target; >50% vote acquiror; HSR expiry (filed May 30 2024, attained July 2 2024);
SILK
BSX
Silk Road Medical, Inc.
Boston Scientific Corporation
18-June-24
31-December-24
Merger
Friendly
Healthcare
27.50000
0.00000
27.06000
1160.00000
0.26904
0.45000
-5.38000
0.03
0.08
0.00000
27.50000
27.05000
0.44000
0.03726
161
BofA
Wilson
Latham
Definitive agreement; Silk Road Medical, Inc. is a medical device company that has developed an innovative platform of products to prevent stroke in patients with carotid artery disease through a minimally invasive procedure called transcarotid artery revascularization (TCAR); Carotid artery disease is the cause of one-third of all strokes and a condition in which the carotid arteries in the neck become narrowed or blocked due to the buildup of plaque.ii Treatment options for this disease include medical therapy management, placement of a stent, or surgery to reduce the risk of stroke. The TCAR procedure involves accessing the carotid artery through a small incision in the neck and temporarily reversing blood flow away from the brain to prevent plaque from dislodging and causing a stroke. A stent is then placed at the site of the blockage for long-term plaque stabilization and future stroke prevention; The products sold by Silk Road Medical are the only devices commercially available for use during the TCAR procedure; Boston Scientific expects to complete the transaction in the second half of 2024, subject to customary closing conditions; Valuation: 5.26x sales (2025E); Outside date June 17, 2025 (autoextends to June 17, 2026); SILK 10-K: Companies with actively marketed FDA-approved stents and embolic protection devices for use with CAS procedures or which could potentially be used in TCAR include Abbott Laboratories, Medtronic plc, Boston Scientific Corporation, and Cordis Corporation;
>50% vote target; HSR expiry;
SLCA
APO
U.S. Silica Holdings, Inc.
Apollo
26-April-24
31-July-24
Merger
Friendly
Industrial
15.50000
0.00000
15.50000
1850.00000
0.18683
0.01000
-2.43000
0.00
0.00000
15.50000
15.49000
0.00000
0.00000
8
Piper
BNP / Barclays
Morrison
Wachtell
Definitive agreement; U.S. Silica Holdings, Inc. is a diversified industrial minerals company and a leading last-mile logistics provider to the oil and gas industry; The transaction, which has been unanimously approved by U.S. Silicas Board of Directors, is expected to close in the third quarter of 2024, subject to customary closing conditions, including approval by U.S. Silica stockholders and receipt of regulatory approvals; The transaction is not subject to a financing condition; The definitive agreement includes a 45-day "go-shop" period that will expire at 12:01 AM ET on June 10, 2024, which permits U.S. Silica and its financial advisor to actively initiate, solicit and consider alternative acquisition proposals from third parties. U.S. Silicas Board of Directors will have the right to terminate the agreement to enter into a superior proposal, subject to the terms and conditions of the agreement; Valuation: 11.7x EPS, 5.1x EBITDA (2025E), 1.29x sales (2025E);
>50% vote target; HSR expiry (attained June 10 2024);
SPR
BA
Spirit AeroSystems
The Boeing Company
01-July-24
30-June-25
Merger
Friendly
Industrial
0.00000
0.20637
35.35000
8300.00000
0.30245
1.92000
-6.73000
0.02
0.22
0.00000
37.25000
35.33000
3.47804
0.10540
342
MS / Moelis
PJT / GS
Skadden
Sullivan
Definitive merger agreement; Spirit AeroSystems is one of the worlds largest manufacturers of aerostructures for commercial airplanes, defense platforms, and business/regional jets. With expertise in aluminum and advanced composite manufacturing solutions, the companys core products include fuselages, integrated wings and wing components, pylons, and nacelles; Spirit also announced today that it entered into a binding term sheet with Airbus SE [EUR: AIR.PA] ("Airbus"). Under the term sheet, the parties will continue to negotiate in good faith to enter into definitive agreements for Airbus to acquire certain Spirit assets that serve Airbus programs, concurrently with the closing of Spirits acquisition by Boeing; Under the terms of the definitive merger agreement with Boeing, Spirit shareholders will receive for each of their shares of Spirit common stock a number of shares of Boeing common stock equal to an exchange ratio calculated as $37.25 divided by the volume weighted average share price (VWAP) of Boeing common stock over the 15-trading-day period ending on the second trading day prior to the closing (the "Closing Price"), subject to a floor of $149.00 per share of Boeing common stock and a ceiling of $206.94 per share of Boeing common stock. Spirit shareholders will receive 0.25 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or below $149.00, and 0.18 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or above $206.94; The definitive merger agreement with Boeing and the term sheet with Airbus were unanimously approved by the Spirit Board of Directors; The closing under the definitive merger agreement with Boeing is subject to the completion of the divestiture of the Airbus businesses by Spirit and is subject to other closing conditions, including approval of the definitive merger agreement by Spirit shareholders and receipt of regulatory approvals; The closings of these transactions are expected to occur in mid-2025; In addition, Spirit plans to pursue the divestiture of certain operations. These include Spirits business and operations in (1) Subang, Malaysia, (2) Prestwick, Scotland that support Airbus programs, and (3) Belfast, Northern Ireland other than those that support Airbus programs; Outside date March 31, 2025, subject to three automatic three-month extensions if on each such date all of the closing conditions except those relating to regulatory approvals or the Airbus Transaction Condition have been satisfied or waived; Under the transaction terms set forth in the Airbus Term Sheet, Airbus would acquire from the Operating Company and its subsidiaries the Spirit Airbus Business, excluding any portions thereof to be acquired by third parties, and cash in the amount of $559 million (subject to downward adjustment if the acquisition by Airbus includes the Airbus Prestwick Business) for nominal consideration of $1.00, subject to working capital and other purchase price adjustments and additional adjustments, to be agreed between the parties prior to execution and delivery of the Definitive Agreements, to reflect the fair market value of specified assets of the Spirit Airbus Business to the extent they are to be acquired by Airbus rather than third parties; Valuation: 25.1x EPS (2025E), 10.1x EBITDA (2025E), 1.01x sales (2025);
>50% vote target; HSR expiry; Completion of the divestiture of the Airbus businesses;
SQSP
Squarespace, Inc.
Permira
13-May-24
01-October-24
Merger
Friendly
Tech
44.00000
0.00000
44.06000
6900.00000
0.15213
-0.04000
-5.85000
0.90000
0.03
0.00
0.00000
44.00000
44.04000
-0.05000
-0.00591
70
Centerview / JPMorgan
GS
Richards / Skadden
Latham / Wilson / Paul / Cooley
Definitive agreement; Squarespace, Inc. is a design-driven platform helping entrepreneurs build brands and businesses online; Anthony Casalena will roll over a substantial majority of his existing equity and continue to be one of the largest shareholders following this transaction. He will continue to serve as Squarespaces Chief Executive Officer and Board Chairman, and lead the business in all aspects of its operations, along with Squarespaces current leadership team, who are expected to continue their roles following the close of the transaction; The transaction was unanimously approved and recommended by a Special Committee of the Squarespace Board of Directors, composed entirely of independent and disinterested directors, and unanimously approved by the Board of Directors; Squarespace CEO Anthony Casalena and long-term investors General Atlantic and Accel, representing approximately 90% of the Companys voting shares, have agreed to vote in favor of the transaction; The transaction will be conditioned upon approval of a majority of the voting power of the outstanding capital of the Company held by holders who are unaffiliated with Anthony Casalena, General Atlantic and Accel, and will also be conditioned upon approval of a majority of the Companys Class A common stock and a majority of the Companys Class B common stock, each voting as separate classes. The transaction is subject to receipt of regulatory approvals; The transaction is expected to close by the fourth quarter of 2024; Blackstone Credit & Insurance ("BXCI"), Blue Owl Capital, and Ares Capital Corp are acting as Joint Lead Arrangers on the debt financing; Outside date May 12, 2025; Also on May 13, 2024, in connection with the execution of the Merger Agreement, Parent has delivered (a) equity commitment letters between Parent and the financing sources identified therein, pursuant to which such financing sources have committed, subject to the terms and conditions contained therein, to invest in Parent, directly or indirectly, the cash amounts set forth therein (the Equity Commitment Letters) and (b) a debt commitment letter executed by the financing sources identified therein, pursuant to which such financing sources have committed, subject to the terms and conditions contained therein, to provide Parent with debt financing in the amounts specified therein (the Debt Commitment Letter). The proceeds of the Equity Commitment Letters and the Debt Commitment Letter are intended to fund the merger consideration payable in the Merger; Also on May 13, 2024, in connection with the execution of the Merger Agreement, Parent has delivered fee funding agreements from Permira VIII - 1 SCSp, Permira VIII - 2 SCSp, Permira VIII AIV LP1 L.P., Permira VIII AIV LP2 L.P., Permira VIII CIS SCSp, Permira VIII CIS 2 SCSp, PILI 1 Portfolio SCSp, PILI 2 Portfolio SCSp, PILI 4 Portfolio SCSp, Permira Investment Capital LP, Permira Investment Capital II LP and Permira Investment Capital III LP (the FFA Investors) in favor of the Company and pursuant to which, on the terms and subject to the conditions contained therein, the FFA Investors are guaranteeing certain obligations of the Buyer Parties in connection with the Merger Agreement; Under the Support Agreements, immediately prior to the Effective Time, each of General Atlantic, Accel and Casalena will contribute to a direct or indirect parent company of Parent a portion of its holdings of Company common stock in exchange for equity interests in such a direct or indirect parent company of Parent, such that Casalena, General Atlantic and Accel will indirectly own approximately 32.7%, 8.3% and 8.8% of the Company, respectively, following consummation of the Merger; Valuation: 44.2x EPS (2025E), 20.3x EBITDA (2025E), 5.01x sales (2025E);
Majority of minority vote target; >50% vote target Class A shares; >50% vote target Class B shares; HSR expiry; CFIUS; Austria FCA (attained May 24 2024);
SRCL
WM
Stericycle
Waste Management, Inc.
03-June-24
31-January-25
Merger
Friendly
Industrial
62.00000
0.00000
58.59000
7200.00000
0.38547
3.47000
-13.78000
0.02
0.20
0.00000
62.00000
58.53000
3.46000
0.11537
192
BofA
Centerview
Latham
Vinson / Baker
Definitive agreement; Stericycle is a premier provider of regulated medical waste and compliance services as well as secure information destruction services; Provides a complementary business platform in the healthcare market, a sector with attractive near- and long-term growth dynamics; Positions WM to offer customers the opportunity to partner with a single service provider with a comprehensive suite of environmental solutions; Leverages WMs expertise in logistics and technology-enabled cost optimization, as well as its leading waste disposal network to deliver more than $125 million of projected annual synergies; Expected to be accretive to WMs earnings and cash flow within one year of close; The transaction is not subject to a financing condition. WM intends to finance the transaction using a combination of bank debt and senior notes; The transaction, which was unanimously approved by the boards of directors of both companies, is expected to close as early as the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by a majority of the holders of Stericycles outstanding common shares; Valuation: 22.1x EPS (2025E), 13.3x EBITDA (2025E), 2.57x sales (2025E); Divestiture cap: $25 million of EBITDA; Outside date June 3, 2025 (automatically be extended to December 3, 2025, Parent shall have the right, but not the obligation, to extend the Outside Date to June 3, 2026); Signed CA Nov 21 2023;
>50% vote target; HSR expiry (filed July 3 2024); Spain Competition Approval; Portugal Competition Approval; Competition Canada (filed July 19 2024); Spain Foreign Investment Approval; UK Foreign Investment Approval;
SRDX
Surmodics, Inc.
GTCR
29-May-24
27-August-24
Merger
Friendly
Healthcare
43.00000
0.00000
41.79000
611.09998
0.22507
1.22000
-6.68000
0.03
0.15
0.00000
43.00000
41.78000
1.21000
0.34680
35
Jefferies
GS
Faegre
Kirkland / Cleary
Definitive agreement; Surmodics, Inc. is a leading provider of performance coating technologies for intravascular medical devices and chemical and biological components for in vitro diagnostic immunoassay tests and microarrays. Surmodics also develops and commercializes highly differentiated vascular intervention medical devices that are designed to address unmet clinical needs and engineered to the most demanding requirements; Founded in 1980, GTCR is a leading private equity firm that pioneered The Leaders StrategyTM finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through organic growth and strategic acquisitions. GTCR is focused on investing in transformative growth in companies in the Business & Consumer Services, Financial Services & Technology, Healthcare and Technology, Media & Telecommunications sectors. Since its inception, GTCR has invested more than $25 billion in over 280 companies, and the firm currently manages $40 billion in equity capital; Surmodics Board of Directors has unanimously approved the transaction and resolved to recommend that stockholders vote in favor of the transaction; The transaction is expected to close in the second half of calendar year 2024, subject to customary closing conditions, including approval by Surmodics shareholders and required regulatory approval; It will be financed through a combination of committed equity from funds affiliated with GTCR and committed debt financing; Outside date February 28, 2025 (which date may be extended one or more times, for up to nine additional months in total, under specified circumstances); Parent has advised that it intends to finance the Merger and related expenses with a combination of (i) equity financing to be provided by funds affiliated with GTCR LLC (the GTCR Funds), which has agreed to capitalize Parent with $287,300,000, subject to the terms and conditions set forth in an equity commitment letter entered into by the GTCR Funds and Parent; and (ii) debt financing to be provided pursuant to a debt commitment letter among GTCR BC Purchaser, Inc., an affiliate of Parent, and Oak Hill Advisors, L.P., Bank of Montreal, BMO Capital Markets Corp., Antares Capital LP, Brinley Partners, LP and Northwestern Mutual Investment Management Company, LLC (collectively, the Commitment Parties) pursuant to which the Commitment Parties have agreed to provide Parent and its affiliates at the Closing with $450,000,000 of borrowings under committed borrowing facilities to finance the Merger and refinance certain existing indebtedness, including existing indebtedness of affiliates of the Parent, subject to the terms and conditions set forth in such debt commitment letter; Valuation: 53.5x EBITDA (2025E), 4.44x sales (2025E); Signed CA February 2, 2024; Divestiture cap $5 million revenue;
>50% vote target; HSR expiry;
STER
FA
Sterling Check Corp.
First Advantage Corporation
29-February-24
15-October-24
Merger
Friendly
Consumer
12.04560
0.27412
15.72000
2200.00000
0.34186
1.03483
-3.22604
0.52800
0.03
0.24
0.00000
16.72483
15.69000
1.07676
0.33431
84
GS / Citi
JPMorgan / BofA / Barclays / BMO / Jefferies / RBC
Fried
Simpson
Definitive purchase agreement; Sterling Check Corp. is a provider of background screening and identity services; Extends First Advantages high-quality and cost-effective background screening, identity, and verification technology solutions for the benefit of both companies customers across industry verticals and geographies; Drives attractive total shareholder return outlook, including at least $50 million of synergies, implying expected double-digit Adjusted EPS accretion immediately on a run-rate synergy basis and accelerated earnings growth potential from topline development, synergies, and deleveraging; First Advantage and Sterling offer complementary technology solutions and services that enable employers across healthcare, retail & e-commerce, transportation, manufacturing, financial services, and other industries to manage risk and hire the best talent. Customers will benefit from accelerated investment in innovation and access to a broader suite of products and solutions to meet their needs, fueling growth of the combined company; The combined company will have greater diversification of revenue across customer segments, industries, and geographies, reducing seasonality and improving resource planning and operational efficiency; Certain entities advised by or affiliated with Goldman Sachs & Co. LLC., which own approximately 52.8% of Sterlings outstanding shares, entered into a support agreement pursuant to which they have delivered a written consent approving the transaction. CDPQ is an investor in one of these entities; Under the terms of the agreement, Sterling shareholders will elect to receive either $16.73 in cash or 0.979 shares of First Advantage common stock for each Sterling share. The shareholder election will be subject to proration, resulting in approximately 72% of Sterlings shares being exchanged for cash consideration and 28% being exchanged for First Advantage common stock; Sterling shareholders are expected to own approximately 16% of the combined company after closing, and current First Advantage shareholders will own approximately 84%; First Advantage intends to fund the cash portion of the transaction and retire existing Sterling debt through the issuance of $1.8 billion of new debt and the use of balance sheet cash. First Advantage has secured fully committed financing from Bank of America, N.A., Barclays Bank PLC, Bank of Montreal, Jefferies Finance LLC and Royal Bank of Canada; The transaction has been unanimously approved by the Boards of Directors of both companies; The transaction is expected to close in approximately the third quarter of 2024, with the closing and timing thereof subject to required regulatory approvals, clearances, and other customary closing conditions; Valuation: 11.8x EPS (2025E), 9.5x EBITDA (2025E), 2.65x sales (2025E); Outside date February 28, 2025, subject to an extension of six months at First Advantages election; May 28 2024 received a second request from the DOJ, closing Q4 2024;
HSR expiry (pulled and refiled Apr 26 2024, May 28 2024 received a second request from the DOJ);
SWN
CHK
Southwestern Energy Company
Chesapeake Energy Corporation
11-January-24
15-August-24
Merger
Friendly
Oil & Gas
0.00000
0.08670
6.40000
12295.43652
0.04257
0.28200
0.02
0.00
0.00000
6.67200
6.39000
0.29560
1.04960
23
GS / RBC / BofA / Wells
Evercore / JPMorgan / MS
Kirkland
Latham / Wachtell
Agreement and Plan of Merger; Southwestern Energy Company is a leading U.S. producer and marketer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets in the nations most prolific shale gas basins; The strategic combination will create a premier energy company underpinned by a leading natural gas portfolio adjacent to the highest demand markets, premium inventory, resilient free cash flow, and an Investment Grade quality balance sheet. The combined company, which will assume a new name at closing, will be uniquely positioned to deliver affordable, lower carbon energy to meet growing domestic and international demand with significant, sustainable cash returns to shareholders through cycles; Annual operational and overhead synergies of approximately $400 million; Chesapeake shareholders will own approximately 60% and Southwestern shareholders will own approximately 40% of the combined company, on a fully diluted basis; The combination has been approved by the boards of directors of both companies; The transaction, which is subject to customary closing conditions, including approvals by Chesapeake and Southwestern shareholders and regulatory clearances, is targeted to close in the second quarter of 2024; Valuation: 4.1x EPS (2025E), 3.5x EBITDA (2025E), 3.1x Adj EBITDA after synergies (2025E), 2.06x sales (2025E); Outside date Jan 11 2025 (auto extends 6 months); Apr 5 2024 received second request from the FTC;
>50% vote target; >50% vote acquiror; HSR expiry (filed Feb 1 2024, Apr 5 2024 received second request from the FTC);
TBNK
HOPE
Territorial Bancorp Inc.
Hope Bancorp, Inc.
29-April-24
31-December-24
Merger
Friendly
Financial
0.00000
0.80480
9.85000
78.60000
0.24761
0.55096
-1.48154
0.27
0.00000
10.24096
9.69000
0.74868
0.18380
161
Keefe
DA Davidson
Luse
Greenberg
Definitive merger agreement; As of December 31, 2023, Territorial had total assets of $2.24 billion, total loans of $1.31 billion and total deposits of $1.64 billion. Territorial Savings Bank, a state-chartered savings bank, originally chartered in 1921 by the Territory of Hawaii, conducts business from its headquarters in Honolulu, Hawaii, and operates 28 branches in the state. Hope Bancorp intends to preserve the 100-plus year legacy of the Territorial Savings Bank brand name, culture and commitment to local communities. Following the completion of the transaction, the legacy Territorial franchise in Hawaii will continue to do business under the Territorial Savings Bank brand, as a trade name of Bank of Hope; Hope Bancorp shareholders will own approximately 94.4% of the combined entity and Territorial shareholders will own approximately 5.6%; The Boards of Directors of both companies have approved the merger agreement and the transaction; The transaction is expected to close by year-end 2024, subject to regulatory approvals, the approval of Territorial shareholders, and the satisfaction of other customary closing conditions; Valuation: 27.6x EPS (2025E), 0.97x BV, 0.97x TBV;
>50% vote target; Fed; FDIC;
TELL
Tellurian Inc.
Woodside Energy Group Ltd
22-July-24
19-November-24
Merger
Friendly
Infrastructure
1.00000
0.00000
0.94520
1200.00000
0.75439
0.05490
-0.37510
0.03
0.13
0.00000
1.00000
0.94510
0.04490
0.15299
119
Lazard
PJT
Akin
Norton
Definitive agreement; Headquartered in Houston, Texas, Tellurian is actively developing Driftwood LNG, an approximately 27.6 mtpa LNG export facility and associated pipeline network; The implied total enterprise value of the transaction, including net debt, is approximately $1.2 billion; The transaction, which was unanimously approved by both boards of directors, is expected to close in Q4 2024, subject to customary closing conditions, including approval from Tellurian shareholders and the receipt of regulatory approvals; The transaction is subject to satisfaction of customary conditions precedent, including maintenance of validity for existing authorisations (e.g. Department of Energy (DOE) and FERC), Tellurian shareholder approval, regulatory approval and other approvals; In connection with entry into a binding agreement to acquire Tellurian, Woodside will provide a loan to Tellurian of up to $230 million to ensure Driftwood LNG site activity and de-risking activities maintain momentum prior to completion of the transaction. The loan is secured by a first priority lien over the borrowers assets subject to customary exclusions. The latest maturity date for the loan is 15 December 2024 or the date of transaction completion; Outside date December 15, 2024;
>50% vote target; HSR expiry; CFIUS; DOE; FERC;
VZIO
WMT
VIZIO Holding Corp.
Walmart Inc.
20-February-24
20-September-24
Merger
Friendly
Consumer
11.50000
0.00000
10.99000
1978.59998
0.47059
0.52000
-3.16000
0.89000
0.04
0.14
0.00000
11.50000
10.98000
0.51000
0.32429
59
JPMorgan
Wilson
Hogan
Agreement; Our mission at VIZIO Holding Corp. (NYSE: VZIO) is to deliver immersive entertainment and compelling lifestyle enhancements that make our products the center of the connected home. We are driving the future of televisions through our integrated platform of cutting-edge Smart TVs and powerful operating system; The acquisition of VIZIO and its SmartCast Operating System (OS) would enable Walmart to connect with and serve its customers in new ways including innovative television and in-home entertainment and media experiences. It would also create new opportunities to help advertisers connect with customers, empowering brands with differentiated and compelling opportunities to engage at scale and to realize greater impact from their advertising spend with Walmart. The combination would be expected to further accelerate Walmarts media business in the U.S., Walmart Connect, bringing together VIZIOs advertising solutions business with Walmarts reach and capabilities. These benefits would be further strengthened by the growth of connected TV platforms and Walmarts industry-leading TV panel sales; The transaction is subject to regulatory clearance and other closing conditions specified in the merger agreement; VIZIOs Board of Directors has unanimously approved the transaction; VIZIO stockholders (including Mr. Wang and his affiliates) holding approximately 89% of the voting power of VIZIOs outstanding common shares have approved the transaction. No other stockholder approval is required to complete the transaction; To finance the acquisition, Walmart plans to use cash and/or debt. The transaction is not subject to a financing condition; Walmart, including its Sams Club chain, has historically been Vizios largest customer. Vizio is historically the largest television brand sold at Walmart by sales; Valuation: 25.6x EPS (2025E), 13.2x EBITDA (2025E), 1.08x sales (2025E); WMT has a 37% share of retail TV unit sales; Outside date February 19, 2025; Apr 29 2024 received second request from the FTC;
HSR expiry (filed Feb 26 2024, pulled and refiled Mar 29 2024, received second request from the FTC Apr 29 2024);
WKME
SAP
WalkMe Ltd.
SAP SE
05-June-24
30-August-24
Merger
Friendly
Tech
14.00000
0.00000
13.87000
1500.00000
0.45228
0.15000
-4.21000
0.03
0.03
0.00000
14.00000
13.85000
0.14000
0.10143
38
Qatalyst / MS
GS
Latham / Meitar
Orrick / Gornitzky
Definitive agreement; WalkMe, headquartered in Tel Aviv, Israel, pioneered DAP (Digital Adoption Platforms) innovations and solutions so companies can effectively navigate the constant change brought on by technology; The envisioned combination complements SAPs Business Transformation Management portfolio around SAP Signavio and SAP LeanIX solutions to help customers on their transformation journeys; WalkMe will continue to fully support non-SAP applications; The acquisition is subject to customary closing conditions, including the receipt of WalkMe shareholder approval and necessary regulatory clearances, and is expected to close in the third quarter of 2024; Unanimously approved by the boards of directors; Outside date March 4, 2025 (subject to one extension for an additional period of ninety days); Valuation: 50.7x EPS (2025E), 50.2x EBITDA (2025E), 4.86x sales (2025E); Signed CA January 19, 2024;
>50% vote target; HSR expiry (attained July 17 2024); Cyprus; German FCO; UK CMA;
X
5401
United States Steel Corporation
Nippon Steel Corporation
18-December-23
31-December-24
Merger
Friendly
Industrial
55.00000
0.00000
39.61000
14900.00000
1.42077
15.53000
-16.80869
0.04
0.48
0.00000
55.10000
39.57000
15.52000
1.11736
161
Barclays / GS / Evercore
Citi
Milbank / Wachtell
Ropes
Definitive agreement; United States Steel Corporation is a leading steel producer with competitive advantages in low-cost iron ore, mini mill steelmaking, and best-in-class finishing capabilities; NSC to honor all collective bargaining agreements with United Steelworkers Union as part of commitment to maintaining strong stakeholder relations; U. S. Steel to retain its iconic name and headquarters in Pittsburgh, PA; Transaction represents culmination of U. S. Steels robust strategic alternatives process; The transaction has been unanimously approved by the Board of Directors of both NSC and U. S. Steel; The transaction is expected to close in the second or third quarter of calendar year 2024, subject to approval by U. S. Steels shareholders, receipt of customary regulatory approvals and other customary closing conditions; NSC plans to fund the transaction through proceeds mainly from borrowings from certain Japanese banks and has already secured financing commitments. The transaction is not subject to any financing conditions; Valuation: 19.6x EPS (2024E), 8.0x EBITDA (2024E), 0.89x sales (2024E); Dec 18 2023 USW Slams Nippon Plan to Acquire USS; Outside date September 18, 2024 (subject to an automatic extension to 11:59 p.m. Eastern time on March 18, 2025 and June 18, 2025, in each case if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived); Mar 29 2024 ISS and Glass Lewis recommend vote For; Apr 11 2024 filed for EC clearance, deadline May 17; May 30 2024 announced the receipt of all non-U.S. regulatory approvals;
>50% vote target (attained); HSR expiry; CFIUS; EC (filed Apr 11 2024, attained May 6 2024); Mexico (attained as at May 30 2024); Slovakia (attained as at May 30 2024); Turkey (attained as at May 30 2024); UK CMA (attained as at May 30 2024); Competition Canada (attained as at May 30 2024); Serbia (attained as at May 30 2024);