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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
ACI
KR
Albertsons Companies, Inc.
Kroger
14-October-22
31-March-24
Merger
Friendly
Retail
27.25000
0.00000
20.40000
24600.00000
0.32840
7.34000
0.01
0.00
0.00000
27.73000
20.39000
7.33000
0.35386
370
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
HSR expiry (second request from FTC Dec 6 2022);
AGFS
AgroFresh Solutions, Inc.
Paine Schwartz Partners
22-November-22
31-March-23
Merger
Friendly
Food
3.00000
0.00000
3.00000
538.26154
0.91083
0.01000
-1.42000
0.39000
0.03
0.01
0.00000
3.00000
2.99000
0.00000
0.00000
4
Perella
Evercore
Morris / Morrison
Kirland
Definitive merger agreement; AgroFresh is an AgTech innovator and global leader with a mission to prevent food loss/waste and conserve the planets resources by providing a range of science-based solutions, data-driven digital technologies, and high-touch customer services; Paine Schwartz is a global leader in sustainable food chain investing; A special committee of independent directors (the Special Committee) of the AgroFresh Board of Directors (the Board), in consultation with its independent financial and legal advisors, unanimously determined that the merger agreement is advisable, fair to, and in the best interests of, the unaffiliated stockholders of the Company and recommended it for approval by the Board. The merger agreement was subsequently approved by the disinterested members of the Board; Consummation of the transaction is conditioned on approval of the unaffiliated stockholders of the Company and is subject to other customary closing conditions. The transaction is expected to close in the first quarter of 2023; Valuation: 8.6x EBITDA (2023E), 3.0x sales (2023E); Outside date November 21, 2022; The Paine Schwartz affiliates collectively hold approximately 39% of the voting power, on an as-converted basis, of the issued and outstanding Shares, and have agreed to vote all of their Series B Shares and Shares;
>50% vote target; HSR expiry (filed Dec 6 2022, attained Jan 5 2023);
AJRD
LHX
Aerojet Rocketdyne Holdings, Inc.
L3Harris Technologies
18-December-22
30-September-23
Merger
Friendly
Industrial
58.00000
0.00000
55.81000
4700.00000
0.27951
2.23250
-10.44460
0.02
0.18
0.03250
58.03250
55.80000
2.22250
0.07922
187
Barclays / GS
Wachtell
Simpson
Definitive agreement; Aerojet Rocketdyne, a subsidiary of Aerojet Rocketdyne Holdings, Inc., is a world-recognized aerospace and defense leader that provides propulsion systems and energetics to the space, missile defense and strategic systems, and tactical systems areas, in support of domestic and international customers; The cash acquisition will be funded with existing cash and the issuance of new debt. The deal is expected to close in 2023, subject to required regulatory approvals and clearances and other customary closing conditions; Accretive to non-GAAP EPS (year 1) and adjusted free cash flow (year 2); Valuation: 28.7x EPS (2023E), 15.4x EBITDA (2023E), 2.02x sales (2023E); Ticking fee if the Closing occurs after September 17, 2023, $0.0025 for each calendar day; Outside date December 17, 2023 (except such date will initially be automatically extended for six months and subsequently, at L3Harris election, for an additional three months, in each case, under certain circumstances, including a Legal Restraint relating to antitrust law); Mar 15 2023 received second request from the FTC;
>50% vote target; HSR expiry (filed Jan 10 2023, pulled and refiled Feb 13, second request from the FTC on Mar 15 2023);
AMYT
Amryt Pharma Plc
Chiesi Farmaceutici S.p.A.
08-January-23
30-April-23
Scheme
Friendly
Biotech
14.50000
0.00000
14.57000
1480.00000
1.07143
0.19000
-7.43931
0.26000
0.01
0.02
0.25000
14.75000
14.56000
0.18000
0.14100
34
Moelis
Centerview
Cooley / Gibson
Dechert
Definitive agreement; Amryt Pharma Plc is a global, commercial-stage biopharmaceutical company dedicated to acquiring, developing, and commercializing novel treatments for rare diseases;Transaction expands Chiesis rare disease medicine portfolio; All cash acquisition at US$14.50 per ADS, plus Contingent Value Rights of up to an additional US$2.50 per ADS based on certain Filsuvez milestones being achieved; Transaction unanimously approved and recommended by the Boards of both Chiesi and Amryt; Transaction expected to close in the first half of 2023; CVRs of up to US $2.50 per ADS are payable if certain milestones related to Amryts product Filsuvez are achieved before December 31, 2024, consisting of US$1.00 per ADS upon FDA approval of Filsuvez and US$1.50 per ADS upon successful receipt of a Priority Review Voucher from the FDA; The Transaction, which will be effected by means of a U.K. scheme of arrangement under Part 26 of the UK Companies Act 2006, is subject to the approval of Amryt shareholders, sanction by the High Court of Justice of England and Wales (the Court) and other customary closing conditions, including regulatory/antitrust approvals; The Transaction is not subject to any financing condition; Valuation: 9.7x EBITDA (2024E), 3.61x sales (2024E); Outside date July 31, 2023 (subject to an automatic extension to October 31, 2023 under certain circumstances);
>75% vote target (attained); HSR expiry (attained as at Mar 23 2023);
APE
AMC
AMC Preferred Equity
AMC Entertainment Holdings, Inc.
22-December-22
28-April-23
Exchange
Friendly
Consumer
0.00000
1.00000
1.50000
2818.01001
6.79412
3.51000
-0.84849
0.17800
0.00
0.81
0.00000
5.00000
1.49000
2.77599
100000.00000
32
Proposed dual share class conversion; AMC is the largest movie exhibition company in the United States, the largest in Europe and the largest throughout the world with approximately 940 theatres and 10,500 screens across the globe; AMCs Board of Directors is seeking to hold a special meeting for holders of both AMC common shares and APE units (voting together) to vote to increase the authorized number of AMC common shares to permit the conversion of APE units into AMC common shares; The capital raise and debt exchange are subject to customary closing conditions; Raises $110 million of new equity capital through the sale of APE units to Antara Capital, LP (Antara) at a weighted average price of $0.660 per share. The APE closing price on the NYSE on December 21, 2022 was $0.685; Reduces debt by $100 million principal amount of 2nd Lien Notes due 2026 currently held by Antara in exchange for approximately 91.0 million APE units. This $100 million principal debt reduction reduces annual interest expense by approximately $10 million; Under the terms of the agreement, Antara, a current AMC debt holder, will also exchange $100 million principal amount of 2nd Lien Notes due 2026 for approximately 91.0 million APE units thereby reducing AMCs outstanding debt by $100 million; The sale of APE units to Antara will be split into two tranches. The first tranche involves the immediate purchase by Antara of 60 million APE units under the Companys at-the-market program (ATM program). The second tranche, for the purchase of approximately 106.6 million APE units, as well as the $100 million debt exchange, are subject to the completion of the waiting period under Hart-Scott-Rodino (HSR); As part of the agreement, Antara has agreed to hold their APE units for up to 90 days and vote them at the special meeting in favor of the proposals; Company shall hold a special meeting of the Companys stockholders (the Special Meeting) within 90 days of the date of the Forward Purchase Agreement (the Special Meeting Date) for a vote to (A) amend the Companys amended and restated certificate of incorporation to increase the number of authorized shares of the Companys Class A common stock (Common Stock) to a number at least sufficient to permit the full conversion of the then-outstanding shares of Series A Convertible Participating Preferred Stock into Common Stock, or to such higher number of authorized shares of Common Stock as the Companys board of directors may determine in its sole discretion and (B) amend the Companys amended and restated certificate of incorporation to effect a 10 to 1 reverse-stock split of the Common Stock; Antara Capital has agreed to vote or cause to be voted the Private Placement APEs and Initial APEs and any additional APEs and Common Stock owned or controlled, either directly or indirectly by the Investor or any of its affiliates, in favor of the Charter Amendment; As of Nov 8, there are 516.8 million AMC shares and 531.7 million APE units; On the Reco
>50% vote AMC common shares and APE units (voting together);
APEN
BSX
Apollo Endosurgery, Inc.
Boston Scientific Corporation
29-November-22
31-March-23
Merger
Friendly
Healthcare
10.00000
0.00000
9.92000
615.00000
0.66667
0.09000
-3.91000
0.08400
0.03
0.02
0.00000
10.00000
9.91000
0.08000
1.08271
4
Piper
Cooley
Definitive agreement; APEN is a leading minimally invasive medical device company for gastrointestinal and bariatric procedures. The Apollo Endosurgery product portfolio includes devices used during endoluminal surgery (ELS) procedures to close gastrointestinal defects, manage gastrointestinal complications and aid in weight loss for patients suffering from obesity; Acquisition to expand endoluminal surgery portfolio and add differentiated technologies for endobariatric procedures; Boston Scientific expects to complete the transaction in the first half of 2023, subject to satisfaction of customary closing conditions; The impact to Boston Scientifics adjusted earnings per share is expected to be immaterial in 2023, and accretive thereafter. The impact to GAAP earnings per share is expected to be less accretive, or more dilutive, as the case may be, due to amortization expense and acquisition-related net charges; Certain stockholders representing 8.4% of Apollos outstanding shares of common stock have agreed to vote their shares in favor of the transaction; Valuation: 6.89x sales (2023E); Outside date January 31, 2024 (can be extended to July 31, 2024);
>50% vote target; HSR expiry (filed Dec 20 2022 attained Jan 19 2023); Certain foreign antitrust or competition laws;
AQUA
XYL
Evoqua
Xylem Inc.
23-January-23
30-June-23
Merger
Friendly
Industrial
0.00000
0.48000
47.88000
7500.00000
0.28897
0.25600
-10.52646
0.03
0.02
0.00000
48.09600
47.84000
0.17950
0.01449
95
GS / BofA
Lazard / Guggenheim
Jones
Gibson
Definitive agreement; Evoqua is a leader in mission-critical water treatment solutions and services; The combination unlocks compelling new growth opportunities and is expected to deliver run-rate cost synergies of $140 million within three years, driven by scale efficiencies in procurement, network optimization and corporate costs; The transaction, which is anticipated to close in mid-2023, is subject to approval by shareholders of Xylem and Evoqua, the receipt of required regulatory approvals and other customary closing conditions; Upon closing, Xylem shareholders will own approximately 75 percent and Evoqua shareholders will own approximately 25 percent of the combined company on a fully diluted basis; The respective boards of directors of Xylem and Evoqua have unanimously approved the Merger Agreement, and the board of directors of Xylem has agreed to recommend that Xylems shareholders approve the issuance of the shares of Xylem common stock in connection with the Merger; The completion of the Merger is not conditioned on receipt of financing by Xylem; Outside date January 22, 2024; Valuation: 47.5x EPS (2024E), 21.6x EBITDA (2024E), 3.85x sales (2024E);
>50% vote target; >50% vote acquiror; HSR expiry (filed Feb 3 2023);
ARGO
BNRE
Argo Group International Holdings, Ltd.
Brookfield Reinsurance
08-February-23
30-September-23
Merger
Friendly
Financial
30.00000
0.00000
29.18000
1100.00000
0.48662
0.83000
-8.99000
0.09470
0.03
0.08
0.00000
30.00000
29.17000
0.82000
0.05560
187
GS
Skadden
Debevoise
Definitive merger agreement; Argo Group International Holdings, Ltd. is a U.S. focused underwriter of specialty insurance products in the property and casualty market; A successful conclusion to Argos strategic alternatives review process; Funded by existing cash on hand and liquidity available to Brookfield Reinsurance; The transaction is not subject to any financing condition or contingency; Each of Brookfield Reinsurances and Argos boards of directors unanimously approved the merger agreement; The merger is expected to close in the second half of 2023, subject to approval by Argo shareholders and other closing conditions customary for a transaction of this type, including receipt of insurance regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; Voce Capital Management LLC entered into a voting and support agreement whereby Voce Capital Management LLC agreed to vote all of the common shares held by it in favor of the merger; Under the terms of the merger agreement, Argo has agreed to suspend the payment of dividends on its common shares through the closing of the transaction; Valuation: 8.6x EPS (2024E), 0.81x BV, 0.90x TBV; Outside date November 8, 2023 (automatically extended to February 8, 2024);
>50% vote target; HSR expiry (filed Mar 8 2023); Bermuda Monetary Authority; Italy; Insurance regulators in Illinois, New York, Ohio, Pennsylvania and Virginia;
ATCX
Atlas Technical Consultants, Inc.
GI Partners
31-January-23
15-April-23
Merger
Friendly
Consulting
12.25000
0.00000
12.19000
1050.00000
1.23949
0.07000
-6.71000
0.43000
0.02
0.01
0.00000
12.25000
12.18000
0.06000
0.09900
19
BofA
Kirkland / Potter
Ropes
Definitive agreement; Atlas Technical Consultants, Inc. is a leading provider of infrastructure and environmental solutions; The Boards decision follows careful evaluation of the transaction and a comprehensive review of value creation opportunities for Atlas; The transaction was unanimously approved by Atlas Board of Directors, which recommends that Atlas shareholders vote in favor of the transaction; Affiliates of Bernhard Capital Partners, which own approximately 43% of the outstanding Atlas common stock, have entered into a voting agreement in support of the transaction; The transaction is expected to close in the second quarter of calendar 2023, subject to approval by Atlas shareholders, receipt of regulatory approvals and other customary closing conditions;Valuation: 17.6x EPS (2024E), 10.2x EBITDA (2024E), 1.53x sales (2024E); Founded in 2001, GI Partners is a private investment firm with over 140 employees and offices in San Francisco, New York, Dallas, Chicago, Greenwich, Scottsdale, and London. The firm has assets under management totaling $35 billion and invests on behalf of leading institutional investors around the world through its private equity, real estate, and data infrastructure strategies; Merger Agreement provides that the closing of the Merger (the Closing) may not occur earlier than March 31, 2023; Outside date July 31, 2023; Funds advised by GI Partners each committed to provide capital to Parent with an equity contribution of $1,068,000,000, subject to the terms and conditions set forth in the equity commitment letter, and have each agreed to fund certain other obligations of Parent and Merger Sub in connection with the Merger, including payment of the Parent Termination Fee, subject to the terms and conditions set forth in that certain limited guarantee agreement in favor of the Company;
>50% vote target; HSR expiry (filed Feb 13 2023);
ATVI
MSFT
Activision Blizzard Inc.
Microsoft Corp.
18-January-22
30-September-23
Merger
Friendly
Tech
95.00000
0.00000
84.54000
68700.00000
0.45282
10.95000
-18.80649
0.03
0.37
0.00000
95.47000
84.52000
10.94000
0.26818
187
Allen
GS
Skadden
Simpson
Definitive agreement; This acquisition will accelerate the growth in Microsofts gaming business across mobile, PC, console and cloud and will provide building blocks for the metaverse; When the transaction closes, Microsoft will become the worlds third-largest gaming company by revenue, behind Tencent and Sony; The transaction is subject to customary closing conditions and completion of regulatory review and Activision Blizzards shareholder approval. The deal is expected to close in fiscal year 2023 and will be accretive to non-GAAP earnings per share upon close. The transaction has been approved by the boards of directors of both Microsoft and Activision Blizzard; Valuation: 20.9x EPS (2023E), 15.0x EBITDA (2023E), 6.63x sales (2023E); MSFT has 5.15% market share (#3) while ATVI has 3.75% market share (#5); Upon termination of the Merger Agreement, (A) the Parent, under specified circumstances, including termination pursuant to an injunction arising from Antitrust Laws when the Company is not then in material breach of any provision of the Merger Agreement, will be required to pay the Company a termination fee of (i) if such termination notice is provided prior to January 18, 2023, an amount equal to $2,000,000,000, (ii) if such termination notice is provided after January 18, 2023, and prior to April 18, 2023, an amount equal to $2,500,000,000 or (iii) if such termination notice is provided at any time after April 18, 2023, an amount equal to $3,000,000,000; Outside date January 18, 2023 (can be extended to July 18, 2023); Sept 1 2022 UK CMA in-depth Phase 2 investigation; Dec 8 2022 FTC sues to block deal; Jan 5 2022 ATVI / MSFT UK CMA Phase II extended to Apr 26; Jan 16 2023 EC preparing statement of objections; Feb 8 2023 UK CMA has provisionally found competition concerns as part of its in-depth investigation, Apr 26 deadline; Feb 21 2023 signed 10-year legal agreement with NTDOY to bring Call of Duty to Nintendo players; Mar 14 2023 signed 10-year agreement to bring Call of Duty to Boosteroid; Mar 24 2023 UK CMA provisional conclusion: the transaction will not result in a substantial lessening of competition in relation to console gaming in the UK;
>50% vote target (attained); HSR expiry (dec 8 2022 FTC sued to block deal); UK CMA; EC; Brazil (attained Oct 6 2022); Serbia (attained); Saudi Arabia (attained); Japan (attained Mar 28 2023);
AUY
AEM
Yamana Gold Inc.
Agnico Eagle Limited / Pan American Silver
04-November-22
03-April-23
Plan
Friendly
Mining
1.04060
0.03760
5.94000
5874.46143
0.23039
0.00237
-1.10847
0.04
0.00
2.90996
5.93237
5.93000
-0.00302
-0.02621
7
Canaccord / Scotia / Stifel
BMO / GenCap / NBF / Trinity / Maxit
Cassels / Paul
BLG / Davies
Arrangement agreement on Nov 8 after Unsolicited superior binding proposal on Nov 4 2022 at US$1.04 cash per share + 0.1598x PAAS shares + 0.0376 AEM shares, 23.7% premium, neemed suprior to GFI friendly deal; Yamana is a Canadian-based precious metals producer with significant gold and silver production, development stage properties, exploration properties, and land positions throughout the Americas, including Canada, Brazil, Chile and Argentina; The Board of Directors of the Company has determined in good faith, after consultation with its outside financial and legal advisors and upon the unanimous recommendation of the special committee of independent directors of the Board, that the New Offer constitutes a Yamana Superior Proposal in accordance with the terms of the arrangement agreement between the Company and Gold Fields dated May 31, 2022; Consolidates 100% ownership of the Canadian Malartic mine, one of the worlds largest gold mines; The Binding Offer is not subject to any financing condition or additional due diligence; Premium to the implied price of the initial offer delivered by Gold Fields of 15%, based on the spot price of Gold Fields shares as of market close on November 3, 2022; Agnico Eagle intends to purchase as a strategic investment, in the open market up to US$150 million of Pan American shares; The Arrangement Agreement will include a reciprocal termination fee of US$250 million, payable by Yamana to Pan American, or US$375 million payable from Pan American to Yamana; The Arrangement would close late in the first quarter of 2023; At closing, existing Pan American and Yamana shareholders would own approximately 58% and 42% of Pan American, respectively. Similarly, at closing, existing Agnico Eagle and Yamana shareholders would own approximately 93% and 7% of Agnico Eagle, respectively; The Gold Fields Response Period expires on November 15, 2022; Agnico Eagle currently owns 70,565 Yamana Shares, representing less than 1% of the issued and outstanding shares of Yamana; Valuation: 23.6x EPS (2023E), 6.6x EBITDA (2023E), 3.43x sales (2023E); Nov 8 2022 GFI waived eight to match; Nov 8 2022 terminated GFI deal, AEM / PAAS arrangement agreement now effective; Jan 13 2023 announced ISS and Glass Lewis recommend vote For;
>66 2/3 vote target; Majority vote acquiror (PAAS); Competition Canada (attained Nov 2022); Mexican Federal Economic Competition Commission (COFECE cleared Mar 24 2023);
BGRY
Berkshire Grey, Inc.
SoftBank Group Corp.
24-March-23
22-July-23
Merger
Friendly
Tech
1.40000
0.00000
1.38000
375.00000
0.22807
0.03000
-0.23000
0.27900
0.04
0.12
0.00000
1.40000
1.37000
0.02000
0.04625
117
CS
Goodwin
Morrison
Definitive merger agreement; Berkshire Grey is a pioneer in transformative, AI-enabled robotic technologies that address use cases in retail, eCommerce, grocery, 3PL, and package handling companies; SoftBank, a strategic investment holding company with stakes in AI, smart robotics, IoT, telecommunications, internet services, and clean energy technology providers, has been an investor in Berkshire Grey since 2019; Conclusion of review of value creation opportunities available to Berkshire Grey; The agreement, which has been unanimously approved by Berkshire Greys board of directors and represents a premium of approximately 24% to the closing stock price as of March 24, 2023; The transaction is not subject to a financing condition and is expected to close in the third quarter of 2023, subject to the satisfaction of customary closing conditions, including the approval of Berkshire Greys stockholders and regulatory approvals; Valuation: 3.1x sales (2023E); Outside date December 24, 2023; Additionally, in connection with the execution of the Merger Agreement, the Company has entered into a convertible note purchase agreement (the Note Purchase Agreement) with Backgammon Investment Corp., a Delaware corporation and wholly owned subsidiary of Parent (BIC), under which the Company may issue to BIC up to $60 million of convertible senior unsecured notes (the Notes) in exchange for up to $60 million of cash, prior to the Closing and subject to certain conditions;
>50% vote target; HSR expiry; Investment Canada;
BKI
ICE
Black Knight, Inc.
Intercontinental Exchange, Inc
04-May-22
31-December-23
Merger
Friendly
Financial
68.00000
0.06820
55.84000
16000.00000
0.43412
18.94407
-3.67837
0.02
0.84
0.00000
74.73407
55.79000
18.91005
0.46500
279
JPMorgan
GS / Wells
Wachtell
Shearman / Morgan
Definitive agreement; BKI is a software, data and analytics company that serves the housing finance continuum, including real estate data, mortgage lending and servicing, as well as the secondary markets; Unanimously approved by the Boards of Directors of both companies; The transaction is expected to close in the first half of 2023, following the receipt of regulatory approvals, Black Knight stockholder approval, and the satisfaction of customary closing conditions; Cash consideration of $10.5 billion expected to be funded with newly issued debt and cash on hand at the time of close; Black Knight shareholders can elect to receive either cash or stock, subject to proration, with the value of the cash election and the stock election equalized at closing; Expect to realize cost synergies of $200 million; Accretive to adjusted EPS; Valuation: 28.4x EPS (2023E), 18.5x EBITDA (2023E), 15.0x Adj EBITDA after synergies (2023E), 9.26x sales (2023E); Outside date May 4, 2023, subject to two automatic extensions of three months each, to August 4, 2023 and to November 4, 2023, respectively, if U.S. antitrust clearance (or a related Restraint) remains outstanding; Nov 18 2022 announced sale of TitlePoint to FNF for $225 million; Mar 7 2023 announced agreement to sell Black Knights Empower LOS Business to Constellation Software, revised consideration down -11.8% from $85.00 to $75.00 (consisting of $68.00 cash + 0.0682x shares); Mar 9 2023 FTC to block merger, ICE fully confident in its position and looks forward to presenting it in court, closing Q3 or Q4;
>50% vote target (attained); HSR expiry (Mar 9 2023 FTC sued to block deal);
BRMK
RC
Broadmark Realty Capital Inc.
Ready Capital Corporation
27-February-23
30-June-23
Merger
Friendly
Real Estate
0.00000
0.47233
4.58000
787.00000
0.40910
-0.06095
-1.37005
0.02
0.00
0.00000
4.50905
4.57000
-0.07511
-0.06168
95
JPMorgan
Wells
Sidley / Bryan
Alston
Definitive merger agreement; Broadmark Realty Capital Inc. is a specialty real estate finance company that specializes in originating and servicing residential and commercial construction loans; Transaction will create the 4th largest commercial mortgage REIT with a capital base of $2.8 billion; Highly synergistic platforms and capital optimization will drive strong earnings per share accretion in 2024 and sustained long-term growth; Expected value at closing of approximately $787 million; Ready Capital stockholders are expected to own approximately 64% of the combined companys stock, while Broadmark stockholders are expected to own approximately 36% of the combined companys stock. In addition, Ready Capital will assume Broadmarks outstanding senior unsecured note; Waterfall Asset Management, LLC will continue to manage the combined company; The transaction has been unanimously approved by each of the Boards of Directors of Ready Capital and Broadmark. The transaction is expected to close during the second quarter of 2023, subject to the respective approvals by the stockholders of Ready Capital and Broadmark and other customary closing conditions; Valuation: 0.85x TBV, 8.8x EPS (2024E); Outside date August 26, 2023;
>50% vote target; >50% vote acquiror; HSR expiry;
CIH
China Index Holdings Limited
Fang Holdings Limited
22-December-22
30-May-23
Merger
Friendly
Tech
1.00000
0.00000
0.94480
92.00000
0.42857
0.06200
-0.23800
0.95000
0.01
0.21
0.00000
1.00000
0.93800
0.05200
0.36031
64
Roth
Gibson / Maples
OMelveny
Agreement and Plan of Merger; China Index Holdings Limited is a real estate information and analytics service platform provider in China; Certain shareholders of the Company, including Fang Holdings Limited, ACE Smart Investments Limited, Media Partner Technology Limited, Next Decade Investments Limited, Karistone Limited, Open Land Holdings Limited, True Knight Limited, Digital Link Investments Limited, General Atlantic Singapore Fund Pte. Ltd., Evenstar Master Fund SPC for and on behalf of Evenstar Master Sub-Fund I Segregated Portfolio, and Evenstar Special Situations Limited (collectively, the Rollover Shareholders, and each, a Rollover Shareholder) have entered into an equity contribution agreement (Support Agreement), pursuant to which each Rollover Shareholder has irrevocably agreed to contribute the Shares (including Shares represented by ADSs) it holds or will hold to Merger Sub prior to the Effective Time in exchange for newly issued shares of Parent, such that Merger Sub will hold approximately 95% of the voting power of the Shares exercisable in a general meeting of the Company in aggregate; The board of directors of the Company (the Board), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the Special Committee), approved the Merger Agreement and the Merger. As the Merger will be in the form of a short-form merger in accordance with Section 233(7) of the Companies Act between a parent company and one of its subsidiary companies (as those terms are defined in the Companies Act), the Merger does not require a shareholder vote or approval by a special resolution of the Companys shareholders if a copy of the Plan of Merger is provided to every registered shareholder of the Company; The Merger is currently expected to close during the first quarter of 2023 and is subject to customary closing conditions; Outside date: 9 months;
CS
UBS
Credit Suisse
UBS
19-March-23
30-June-23
Merger
Friendly
Financial
0.00000
0.04448
0.88000
3240.00000
-0.59721
0.00114
-0.87920
0.00
0.00000
0.88034
0.87920
-0.00536
-0.02324
95
Centerview
JPMorgan / MS
Merger agreement; Creates leading global wealth manager with USD 5 trillion of invested assets across the Group; Annual run-rate of cost reduction of more than USD 8 billion expected by 2027; EPS accretive by 2027; The Swiss government has exercised its emergency powers to facilitate a swift consummation of this merger without the necessity of shareholder approval; Closing expected in 2Q23 subject to expedited regulatory approval; Transaction fully supported by the Swiss authorities; Subject to regulatory approvals in jurisdictions outside Switzerland, working in partnership with the Swiss government and relevant regulators for an expedited timeline; A focused Investment Bank, remaining committed to UBSs model; strategic Global Banking businesses to be retained, majority of Credit Suisse markets positions moved to non-core; The discussions were initiated jointly by the Swiss Federal Department of Finance, FINMA and the Swiss National Bank and the acquisition has their full support; UBS benefits from CHF 25 billion of downside protection from the transaction to support marks, purchase price adjustments and restructuring costs, and additional 50% downside protection on non-core assets; Both banks have unrestricted access to the Swiss National Bank existing facilities, through which they can obtain liquidity from the SNB in accordance with the guidelines on monetary policy instruments; UBS has obtained pre-agreement from FINMA, Swiss National Bank, Swiss Federal Department of Finance and other core regulators on the timely approval of the transaction; On Sunday, Credit Suisse has been informed by FINMA that FINMA has determined that Credit Suisses Additional Tier 1 Capital (deriving from the issuance of Tier 1 Capital Notes) in the aggregate nominal amount of approximately CHF 16 billion will be written off to zero; Valuation: 0.07x TBV;
Eegulatory approvals in jurisdictions outside Switzerland;
CSII
ABT
Cardiovascular Systems, Inc.
Abbott
09-February-23
30-June-23
Merger
Friendly
Healthcare
20.00000
0.00000
19.89000
778.11499
0.50263
0.12000
-6.57000
0.02
0.00000
20.00000
19.88000
0.11000
0.02143
95
JPMorgan
Definitive agreement; CSI is a medical device company with an innovative atherectomy system used in treating peripheral and coronary artery disease; Abbott will gain an innovative, complementary solution in treating vascular disease through CSIs leading atherectomy system, which prepares vessels for angioplasty or stenting to restore blood flow; The transaction, which has been approved by the boards of directors of CSI and Abbott, is subject to the approval of CSI stockholders and the satisfaction of customary closing conditions, including applicable regulatory approvals; Valuation: 2.74x sales (2024E);
>50% vote target; HSR expiry (filed Mar 13 2023);
CVT
Cvent Holding Corp.
Blackstone
14-March-23
30-June-23
Merger
Friendly
Tech
8.50000
0.00000
8.39000
4600.00000
0.29376
0.12000
-1.81000
0.87500
0.03
0.06
0.00000
8.50000
8.38000
0.11000
0.05138
95
Qatalyst / JPMorgan
Evercore / MS / UBS
Kirkland / Goodwin
Simpson
Definitive agreement; Cvent Holding Corp. is an industry-leading meetings, events and hospitality technology provider; A wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) will be a significant minority investor alongside Blackstone as part of the transaction; In connection with the transaction, Vista Equity Partners, a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses, and majority stockholder of Cvent, has agreed to invest a portion of its proceeds as non-convertible preferred stock in financing for the transaction; Following the recommendation of a special committee composed entirely of independent and disinterested directors, the Cvent Board of Directors unanimously approved the merger agreement; The transaction is expected to close mid-year 2023, subject to the satisfaction of customary closing conditions, including receipt of approval by Cvents stockholders and required regulatory approvals; Blackstone has received a fully committed $1.0 billion credit facility as part of the financing of this transaction; Valuation: 32.3x EPS (2024E), 24.3x EBITDA (2024E), 5.3x sales (2024E); The Closing will not occur prior to June 15, 2023, without the prior written consent of Parent; Outside date December 14, 2023 (subject to an extension until 11:59 p.m., New York City time, on March 14, 2024 under certain circumstances for the purpose of obtaining certain regulatory approvals); Funds affiliated with Blackstone Inc. and Abu Dhabi Investment Authority (collectively, the Equity Investors) have committed, pursuant to equity commitment letters, dated as of March 14, 2023 (the Equity Commitment Letters), to, directly or indirectly, capitalize Parent, at or immediately prior to the Closing of the Merger, with an aggregate equity contribution in the amount of $2,531,000,000; Morgan Stanley Senior Funding, Inc., UBS AG, Stamford Branch, UBS Securities LLC and Citizens Bank, N.A. (collectively and each 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 $100,000,000; and (ii) a senior secured term loan facility in an aggregate principal amount equal to $900,000,000, in each case, on the terms and subject to the conditions set forth in commitment letters, dated as of March 14, 2023; Certain stockholders of the Company affiliated with Vista Equity Partners have committed, pursuant to a commitment letter (the Preferred Commitment Letter), dated as of March 14, 2023, to invest a portion of their proceeds from the merger consideration to acquire non-convertible preferred shares with an initial liquidation preference of $1,250,000,000, to be issued by Capstone TopCo, Inc., the indirect parent company of Parent; In connection with the consummation of the transactions contemplated by the Merger Agreement, certa
>50% vote target; HSR expiry;
DCP
PSX
DCP Midstream, LP
Phillips 66
06-January-23
30-April-23
Merger
Friendly
Infrastructure
41.75000
0.00000
41.75000
14346.55664
0.06180
0.01000
-2.42000
0.43300
0.00
0.00
0.00000
41.75000
41.74000
0.00000
0.00000
34
Evercore
Barclays
Hunton / Richards
Bracewell / Morris
Definitive agreement; DCP Midstream, LP is a Fortune 500 midstream master limited partnership headquartered in Denver, Colorado, with a diversified portfolio of gathering, processing, logistics and marketing assets; Increases Phillips 66s economic interest in DCP Midstream, LP to 86.8%; Targeted operational and commercial synergies of at least $300 million; All-cash transaction expected to close in the second quarter of 2023; Phillips 66 plans to fund the approximately $3.8 billion cash consideration through a combination of cash and debt while maintaining its current investment grade credit ratings; The transaction was unanimously approved by the board of directors of DCP Midstream GP, LLC, the general partner of DCP Midstream GP, LP, the general partner of DCP Midstream, based on the unanimous approval and recommendation of a special committee comprised entirely of independent directors after evaluation of the transaction by the special committee in consultation with independent financial and legal advisors; Affiliates of Phillips 66, as the holders of a majority of the outstanding DCP Midstream common units, have delivered their consent to approve the transaction. As a result, DCP Midstream has not solicited and is not soliciting approval of the transaction by any other holders of DCP Midstream common units; Valuation: 8.5x EPS (2023E), 8.1x EBITDA (2023E), 1.88x sales (2023E); The General Partner has agreed to declare, and cause the Partnership to pay, a cash distribution in respect of the Common Units in an amount equal to $0.43 per Common Unit for each completed quarter ending on or after December 31, 2022 and prior to the Effective Time. If the record date for any such distribution has not occurred prior to the Effective Time, the Partnership will establish or reestablish the record date for such quarter as the day that includes the Effective Time; Phillips 66s economic interest in the Partnership will increase from 43.3% to approximately 86.8%. Enbridge Inc.s economic interest in the Partnership will remain unchanged at approximately 13.2%; Outside date October 5, 2023;
DCT
Duck Creek Technologies
Vista Equity Partners
09-January-23
30-March-23
Merger
Friendly
Tech
19.00000
0.00000
19.00000
2600.00000
0.46266
0.01000
-6.00000
0.02
0.00
0.00000
19.00000
18.99000
0.00000
0.00000
3
JPMorgan / Evercore
Skadden / Paul
Kirkland
Definitive agreement; Duck Creek Technologies is the intelligent solutions provider defining the future of property and casualty (P&C) insurance; Conclusion of a deliberate and thoughtful process; Transaction negotiations were led by a Special Committee of the Duck Creek Board of Directors, composed entirely of independent and disinterested directors. Following the recommendation of the Special Committee, the Duck Creek Board of Directors approved the merger agreement with Vista Equity Partners; The transaction is expected to close in the second calendar quarter of 2023, subject to the satisfaction of customary closing conditions, including approval by Duck Creeks stockholders and U.S. antitrust clearance; The agreement includes a go-shop period expiring at 11:59 p.m. Eastern time on February 7, 2023, which allows Duck Creeks board of directors and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties; Valuation: 68.3x EBITDA (2024E), 6.97x sales (2024E); Outside date August 8, 2023; Also on January 8, 2023, in connection with the execution of the Merger Agreement, Vista Equity Partners Fund VIII, L.P. delivered to Parent an Equity Commitment Letter pursuant to which Vista Equity Partners Fund VIII, L.P. has committed to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding the full amount of the aggregate merger consideration payable in the Merger; Feb 8 2023 go-shop period expired, no alternative proposals received, closing H1;
>50% vote target; HSR expiry (filed Jan 18 2023, attained Feb 17 2023);
DSEY
Diversey
Solenis (Platinum Equity)
08-March-23
30-September-23
Merger
Friendly
Industrial
8.40000
0.00000
8.10000
4600.00000
0.41176
0.31000
-2.14000
0.73000
0.02
0.13
0.00000
8.40000
8.09000
0.30000
0.07366
187
Evercore / JPMorgan / Centerview
BofA / Piper
Wachtell / Kirkland
Gibson / Willkie
Definitive merger agreement; Headquartered in Wilmington, Delaware, Solenis is a leading manufacturer of specialty chemicals used in water-intensive industries, which was acquired by Platinum Equity in 2021. Diversey is a leading provider of hygiene, infection prevention and cleaning solutions based in Fort Mill, South Carolina; Bain Capital will receive $7.84 per share in cash and will rollover a portion of its shares of Diversey into an affiliate of Solenis in exchange for common and preferred units of such affiliate; Under the terms of the transaction, Bain Capital will contribute approximately 56% of its existing equity into Solenis at an implied value per Diversey share of $7.84 and will sell its remaining shares to Solenis for cash at the same price. After negotiations with a special committee of Diverseys Board of Directors composed entirely of independent directors (the Special Committee), Bain Capital agreed to accept less consideration per share than the consideration to be paid to the other holders of Diverseys shares; Diversey Board of Directors unanimously approved the merger and recommended that Diversey shareholders vote in favor of the merger. The Special Committee negotiated the terms of the merger agreement with assistance from its independent financial and legal advisors; In connection with the transaction, Solenis has entered into a support agreement with Bain Capital, pursuant to which Bain Capital has agreed to vote all of its Diversey shares (which represent approximately 73% of Diverseys outstanding shares) in favor of the transaction, subject to certain terms and conditions set forth therein; Solenis intends to finance the transaction with a combination of committed debt and equity financing, including the contribution by Bain Capital; The merger is expected to be completed in the second half of 2023, subject to the satisfaction of customary closing conditions, including approval by Diversey shareholders holding a majority of the outstanding shares of the Company and receipt of regulatory approvals; BofA Securities and Goldman Sachs are leading the debt financing for the acquisition; Valuation: 15.4x EPS (2024E), 10.5x EBITDA (2024E), 1.54x sales (2024E); Outside date December 8, 2023, subject to a three-month extension if all closing conditions, other than certain conditions relating to the Requisite Shareholder Approval or regulatory approvals, have been satisfied or waived on such date; Bank of America, N.A., BofA Securities, Inc. and Goldman Sachs Bank USA have agreed to provide Parent with debt financing on the terms and subject to the conditions set forth in a debt commitment letter;
>50% vote target; HSR expiry; Completion of Dutch works council consultation procedures;
FHN
TD
First Horizon Corporation
TD Bank Group
28-February-22
31-July-23
Merger
Friendly
Financial
25.00000
0.00000
17.43000
13400.00000
0.36986
8.16808
0.03
0.00
0.43808
25.58808
17.42000
8.15808
2.04262
126
MS
TD / JPMorgan
Sullivan
Simpson / Torys
Definitive agreement; First Horizon is headquartered in Memphis, Tennessee, with assets of US$89 billion as of December 31, 2021. First Horizon operates 412 branches and serves over 1.1 million consumer, business and commercial customers across 12 states; Accelerates U.S. growth strategy, creating top 6 U.S. bank with immediate presence and scale in fast growing TD-adjacent markets; The transaction is expected to be immediately accretive at closing to TDs adjusted EPS and over 10% accretive to 2023E adjusted EPS on a fully-synergized basis; TD expects to achieve approximately US$610 million in pre-tax cost synergies equal to 33% of First Horizons 2023E non-interest expense through a combination of technology and systems consolidation, and other operational efficiencies; The transaction is expected to close in the first quarter of TDs 2023 fiscal year, and is subject to customary closing conditions, including approvals from First Horizons shareholders and U.S. and Canadian regulatory authorities; If the transaction does not close prior to November 27, 2022, First Horizon shareholders will receive, at closing, an additional US$0.65 per share on an annualized basis for the period from November 27, 2022 through the day immediately prior to the closing; Outside date Feb 27 2023; TD expects to use excess capital on its balance sheet for the transaction, reflecting its robust capital and liquidity position; Valuation: 14.4x EPS (2023E), 9.8x EPS after synergies (2023E), 1.74x BV, 2.1x TBV;Feb 10 2023 extended outside date to May 27 2023, fully committed to the merger and continue to make significant progress in planning for the closing and the integration of the companies; Mar 1 2023 TD recently informed FHN that TD does not expect that the necessary regulatory approvals will be received in time to complete the Pending TD Merger by May 27, 2023, and that TD cannot provide a new projected closing date at this time. TD has initiated discussions with FHN regarding a potential further extension of the outside date;
>50% vote target; HSR expiry; Fed; FDIC; Tennessee Department of Financial Institutions;
FOCS
Focus Financial Partners Inc.
Clayton, Dubilier & Rice, LLC / Stone Point Capital LLC
27-February-23
31-July-23
Merger
Friendly
Financial
53.00000
0.00000
51.82000
7000.00000
0.48003
1.20000
-15.99000
0.24340
0.01
0.07
0.00000
53.00000
51.80000
1.19000
0.06801
126
Jefferies / GS
Moelis / RBC / Truist / BofA / BMO / Citizens / Fifth Third / MU
Potter / Vinson
Kirkland / Debevoise / Simpson
Definitive agreement; Focus Financial Partners Inc. is a leading partnership of independent, fiduciary wealth management firms; The proposed transaction delivers substantial value to Focus stockholders, who will receive $53 in cash per share, representing an approximately 36% premium to Focus 60-day volume weighted average price as of the close on February 1, 2023 (the day prior to public announcement of the potential transaction), and an approximately 48% premium to the closing price of the Companys Class A common stock on December 28, 2022 (the day the Special Committee of the Board of Directors of Focus (the "Special Committee") authorized its financial advisors to contact other specified potential bidders regarding interest in a potential transaction); Funds managed by Stone Point have agreed to retain a portion of their investment in Focus and provide new equity financing as part of the proposed transaction.The Special Committee of the Board of Directors has unanimously determined that this transaction is fair to and in the best interests of Focus and its unaffiliated stockholders; FOCS: "This transaction results from a robust process conducted by a Special Committee of all the independent directors of Focus that included a pre-announcement market check and provides for a 40-day go-shop provision, to help ensure value maximization for public stockholders"; The proposed transaction has been approved by the Special Committee, which was formed on November 1, 2022, to evaluate a non-binding offer received from CD&R and to explore alternative transactions; Closing of the proposed transaction is subject to stockholder approval, regulatory approvals and other customary conditions. The transaction is expected to close in the third quarter of 2023; The proposed transaction is subject to a non-waivable approval of holders of a majority in the voting power of the outstanding shares of common stock held by Focus disinterested stockholders and provides for a 40-day "go-shop" period expiring at 11:59 p.m. Eastern time on April 8, 2023, which allows the Special Committee and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties, with a 10-day extension for parties that submit acquisition proposals during the initial 40-day period that are reasonably likely to lead to a superior proposal; Valuation: 11.5x EPS (2024E), 9.9x EBITDA (2024E), 2.55x sales (2024E); Outside date November 27, 2023; Signed NDA July 13, 2022;
>50% vote target; Majority of minority vote target; HSR expiry; FINRA;
FORG
ForgeRock
Thoma Bravo
11-October-22
30-June-23
Merger
Friendly
Tech
23.25000
0.00000
20.43000
2300.00000
0.53364
2.83000
-5.26000
0.03
0.35
0.00000
23.25000
20.42000
2.82000
0.64381
95
JPMorgan
Wilson
Kirkland
Definitive agreement; ForgeRock is a global digital identity leader; The transaction, which was unanimously approved by the ForgeRock Board of Directors, is currently expected to close in the first half of 2023, subject to customary closing conditions, including approval by ForgeRocks shareholders and the receipt of required regulatory approvals; Valuation: 8.76x sales (2023E); Outside date October 10, 2023 (the Termination Date), which may be extended to January 10, 2024 if certain closing conditions related to the receipt of required regulatory approvals have not been satisfied; Thoma Bravo Fund delivered to ForgeRock an Equity Commitment Letter pursuant to which the Thoma Bravo Fund has committed to invest in Parent, the cash amounts set forth therein for the purpose of funding up to the full amount of the aggregate merger consideration payable; Nov 28 2022 filed PREM14a, no meeting date set, closing H1 2023, pulled and refiled HSR Nov 28; Dec 22 2022 FORG / Thoma Bravo received second request from the DoJ;
>50% vote target; HSR expiry (pulled and refiled Nov 28 2022, DoJ second request Dec 22 2022, entered timing agreement with DoJ on Feb 27 2023);
GSMG
Glory Star New Media Group Holdings Limited
Cheers Inc
11-July-22
30-April-23
Merger
Friendly
Media
1.55000
0.00000
0.66490
105.59220
0.76136
0.88900
0.72800
0.00
0.00
0.00000
1.55000
0.66100
0.87900
8774.67090
34
Benchmark
China International Capital
Hogan / Mourant
Latham / Maples
Definitive agreement and plan of merger; GSMG is a leading digital media platform and content-driven e-commerce company in China; As of the date of the Merger Agreement, the Buyer Group beneficially owns, in the aggregate, approximately 72.8% of the outstanding Shares of the Company; The Buyer Group intends to fund the Merger through a combination of cash contributions from certain members of the Buyer Group pursuant to their respective equity commitment letters and rollover equity contributions from the rollover shareholders; The Merger, which is currently expected to close in the second half of 2022, is subject to various closing conditions, including a condition that the Merger Agreement be authorized and approved by a special resolution by the affirmative vote of shareholders representing at least two-thirds of the voting power of the issued and outstanding Shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the shareholders in accordance with the Cayman Islands Companies Act (As Revised) and the current effective memorandum and articles of association of the Company. Pursuant to certain support agreements and voting proxies entered among the members of the Buyer Group and Parent, the Buyer Group has agreed to vote all the Shares beneficially owned by it in favor of the authorization and approval of the Merger Agreement and the Merger; Valuation: 2.0x EPS (2023E), 2.0x EBITDA (2023E), 0.51x sales (2023E); Outside date April 11, 2023;
>66 2/3 vote target;
HZNP
AMGN
Horizon Therapeutics plc
Amgen Inc.
12-December-22
30-May-23
Scheme
Friendly
Pharma
116.50000
0.00000
109.05000
28300.00000
0.47918
7.47000
-30.27000
0.01
0.20
0.00000
116.50000
109.03000
7.46000
0.45856
64
MS / JPMorgan
PJT / Citi
Cooley / Matheson
Sullivan / William
Recommended cash offer to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014; HZNP is a global biotechnology company headquartered in Dublin, Ireland and is focused on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. The Company has 12 marketed medicines and a pipeline with more than 20 development program; The Acquisition values the entire issued and to be issued ordinary share capital of the Company at approximately $27.8 billion on a fully diluted basis and implies an enterprise value of approximately $28.3 billion; The Company Board has unanimously determined that the Transaction Agreement and the Transactions, including the Scheme, are advisable for, fair to and in the best interests of, the Company Shareholders; It is anticipated that the Scheme will, subject to obtaining the necessary regulatory approvals, be declared effective in the first half of 2023; Amgen reserves the right to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of the Company as an alternative to the Scheme, subject to the provisions of the Irish Takeover Rules and the Transaction Agreement and with the Irish Takeover Panels consent whether or not the Scheme Document has been posted; HZNP previously received an unsolicited proposal from Sanofi, which was rejected. Subsequently, Amgen submitted an initial bid and Sanofi increased its proposed price. Company A declined to submit a proposal. JNJ indicated that it would continue to evaluate the information shared in the management presentation and would make a determination after a board meeting as to whether to submit a bid. On December 2, 2022, Sanofi and Amgen each released a statement as required by Rule 2.12 of the Irish Takeover Rules confirming that any offer, if made, would be in cash. Subsequently, JNJ conveyed to the Companys financial advisors that it had decided not to submit a proposal; The Acquisition is expected to be accretive to Amgens revenue and non-GAAP earnings per share from 2024; The Acquisition is expected to deliver annual pre-tax cost synergies of at least $500 million by the end of the third fiscal year following Completion; Valuation: 21.7x EPS (2023E), 18.7x EBITDA (2023E), 7.11x sales (2023E); Amgen has entered into a Bridge Credit Agreement, dated December 12, 2022, for an aggregate amount of $28.5 billion, by and among Amgen, Citibank N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Citibank, N.A. and Bank of America, N.A. as lead arrangers and book runners, and the other banks from time to time party thereto to finance, together with Amgens own cash resources, the Acquisition; Amgen reserves the right to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital
>75% vote target (attained); HSR expiry (filed Dec 29 2022, second request Jan 31 2023); German FCO (filed Jan 13 2023, attained as at Mar 1 2023); Austria FCA (filed Jan 16 2023, attained as at Mar 1 2023); France (attained as at Mar 1 2023); Denmark (fil
INDT
INDUS Realty Trust, Inc.
Centerbridge Partners, L.P. / GIC
22-February-23
30-June-23
Merger
Friendly
Real Estate
67.00000
0.00000
66.07000
868.00000
0.16969
1.30000
-8.47223
0.31800
0.03
0.13
0.00000
67.36000
66.06000
1.29000
0.07713
95
MS
BofA / JPMorgan
Latham
Simpson / Skadden
Definitive merger agreement; INDUS Realty Trust, Inc. is a U.S. based industrial/logistics REIT; The transaction was unanimously approved by the participating members of INDUS Board of Directors; The transaction represents a premium of 17% to the Companys unaffected stock price on November 25, 2022, the date of Centerbridges initial public announcement that it intended to make a takeover offer with GIC to acquire INDUS; Conclusion of extensive process to explore the Companys strategic alternatives; INDUS will be allowed to declare and pay its regular first quarter and second quarter 2023 cash dividends in the ordinary course. Thereafter, INDUS has agreed to suspend payment of any further regular quarterly dividends until the earlier of the closing or the termination of the merger agreement. The merger consideration will be increased by an amount per share, if any, equal to the sum of (1) the amount per share of the most recently declared regular quarterly cash dividend during the first two quarters of 2023 for which the record date has not passed prior to the close of the transaction, plus (2) the cash amount per share equal to (x) the amount per share of such most recently declared regular quarterly cash dividend prior to the day prior to the closing date, multiplied by (y) the number of days between the end of the quarterly period for which such most recently declared regular quarterly cash dividend was declared and the day prior to the closing date, divided by (z) 90, rounded to the nearest whole cent; The transaction is expected to close in the summer of 2023 and is subject to customary closing conditions including approval by a majority of the shares of INDUS common stock outstanding and certain regulatory approvals as set forth in the merger agreement; Michael Gamzon, President, Chief Executive Officer and Director of INDUS, and Frederick M. Danziger, Director of INDUS, and their spouses have signed separate voting agreements under which they agreed to vote certain shares of INDUS common stock controlled by each of them in support of the proposed transaction, representing, in the aggregate, approximately 6.7% percent of the current outstanding voting power of INDUS common stock. In addition, certain affiliates of Conversant Capital LLC have signed a separate voting agreement under which they agree to vote the shares of INDUS common stock beneficially owned by them in support of the proposed transaction representing, in the aggregate, approximately 10.3% of the current outstanding voting power of INDUS common stock; The closing of the transaction is not contingent on the receipt of financing by Centerbridge and GIC; Outside date November 22, 2023; Certain entities affiliated with Parent and the Sponsors have committed to fund Parent and/or Merger Sub, prior to or substantially concurrently with the Closing, with aggregate equity contributions in an amount equal to $976 million, subject to the terms and conditions set forth in such equity co
>50% vote target; CFIUS; EC;
IRBT
AMZN
iRobot
Amazon
05-August-22
30-June-23
Merger
Friendly
Tech
61.00000
0.00000
43.34000
1700.00000
0.22024
17.84000
0.03
0.00
0.00000
61.00000
43.16000
17.83000
2.77569
95
GS
Goodwin
Paul
Definitive merger agreement; iRobot is a global consumer robot company that designs and builds thoughtful robots and intelligent home innovations that make life better. iRobot introduced the first Roomba robot vacuum in 2002; Completion of the transaction is subject to customary closing conditions, including approval by iRobots shareholders and regulatory approvals; Outside date August 4, 2023 subject to certain limitations, and provided that the Outside Date will automatically be extended for up to two additional six-month periods if certain regulatory closing conditions have not been satisfied as of the then-current Outside Date; Valuation: 23.3x EPS (2023E), 15.0x EBITDA (2023E), 0.96x sales (2023E);
>50% vote target; HSR expiry (second request from the FTC on Sept 19 2022); EC;
JNCE
Jounce Therapeutics, Inc.
Concentra Biosciences, LLC
27-March-23
11-May-23
Tender Offer
Friendly
Biotech
1.85000
0.00000
1.85000
96.45951
0.74528
0.11000
-0.72270
0.04
0.13
0.10000
1.95000
1.84000
0.10000
0.53612
45
Cowen
Ropes
Gibson
Agreement and Plan of Merger; Jounce Therapeutics, Inc. is a clinical-stage company focused on the discovery and development of novel cancer immunotherapies and predictive biomarkers; Following a thorough review process conducted with the assistance of its legal and financial advisors, Jounces Board of Directors has determined that the acquisition by Concentra of which Tang Capital Partners, LP is the controlling shareholder is in the best interests of all Jounce shareholders, and has unanimously approved the merger agreement; Jounces Board of Directors is no longer recommending the proposed all-share merger transaction (the Redx Business Combination) with Redx Pharma Plc (AIM:REDX) (Redx). The Jounce Board of Directors has notified Redx of the withdrawal of its recommendation in favor of the Redx Business Combination and termination of the co-operation agreement dated February 23, 2023 between Jounce and Redx; In conjunction with the merger agreement, Jounce is implementing a workforce reduction of approximately 84% of its employees; Pursuant and subject to the terms of the merger agreement, a subsidiary of Concentra will commence a tender offer by April 7, 2023 to acquire all outstanding shares of Jounce for $1.85 in cash per share at closing plus a non-tradeable CVR representing the right to receive 80% of the net proceeds payable for a period of ten years post-closing from any license or disposition of Jounces programs effected within two years of closing and 100% of the potential aggregate value of certain specified potential cost savings; Closing of the tender offer is subject to certain conditions, including the tender of Jounce shares representing at least a majority of the total number of outstanding shares as of immediately following the consummation of the offer; the availability of at least $110 million of cash and cash equivalents, net of any tail and closing costs, at closing, and other customary conditions; The acquisition is expected to close in the second quarter of 2023; Concurrently with the execution of the Merger Agreement, Concentra delivered to the Company a duly executed Equity Commitment and Guarantee Letter of Investor, dated as of the date of the Merger Agreement, in respect of certain of Concentra and the Merger Subs obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby. Subject to certain terms and conditions of the Equity Commitment and Guarantee Letter, Tang Capital Partners, LP, a Delaware limited partnership, will contribute to Concentra, on or before one business day prior to the closing date of the Merger, an aggregate amount of $100,000,000, to be used by Concentra solely to fund the Offer Price, the Merger Consideration and any other cash amounts to be paid by Concentra or Merger Sub pursuant to the Merger Agreement; Outside date: 90 days;
>50% tender; HSR expiry; >$110 million cash;
KBAL
HNI
Kimball International, Inc.
HNI Corporation
08-March-23
30-June-23
Merger
Friendly
Consumer
9.00000
0.13010
12.38000
531.00000
0.92179
0.27563
-5.78986
0.03
0.05
0.00000
12.64563
12.37000
0.26482
0.08479
95
JPMorgan
Rothschild
ArentFox
Davis
Definitive agreement; Kimball International is a commercial furnishings company with a well-established family of brands and extensive expertise in the workplace, health, and hospitality segments; Kimball International shareholders will own approximately 10% of the combined company; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close by mid-2023, subject to the approval of Kimball International shareholders, the receipt of required regulatory approval, and the satisfaction of other customary closing conditions; Valuation: 16.7x EPS (2024E), 8.5x EBITDA (2024E), 0.69x sales (2024E); Committed bridge loan financing from Wells Fargo and US Bank; $25 million estimated synergies; Outside date September 7, 2023 (can be extended to December 7, 2023); The global office furniture market size was valued at USD 44.27 billion in 2021. The market is projected to grow from USD 48.64 billion in 2022. HNI has 4% market share while KBAL has 2% market share; In connection with its entry into the Merger Agreement, on March 7, 2023, HNI entered into a debt financing commitment letter and related fee letter with Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and U.S. Bank, National Association (the Commitment Parties), pursuant tow hich the Commitment Parties have committed to provide HNI with debt financing in an aggregate principal amount of $440 million in the form of a senior unsecured 364-day bridge loan facility;
>50% vote target; HSR expiry;
LBAI
PFS
Lakeland Bancorp, Inc.
Provident Financial Services, Inc.
27-September-22
30-June-23
Merger
Friendly
Financial
0.00000
0.83190
16.06000
1248.48889
0.18274
0.27218
-2.24658
0.04
0.11
0.00000
16.30218
16.03000
0.23960
0.05866
95
Keefe
Piper
Luse
Sullivan
Definitive merger agreement; Lakeland Bank is the wholly-owned subsidiary of Lakeland Bancorp, Inc. (NASDAQ:LBAI), which had $10.4 billion in total assets at June 30, 2022. With an extensive branch network and commercial lending centers throughout New Jersey and Highland Mills, New York, Lakeland Bank offers business and retail banking products and services; The merger combines two complementary banking platforms to create New Jerseys preeminent super-community bank. The combined company will have more than $25 billion in assets and $20 billion in total deposits; Upon completion of the transaction, which is subject to both Provident and Lakeland shareholder approval, Provident shareholders will own 58% and Lakeland shareholders will own 42% of the combined company; The merger is expected to close in the second quarter of 2023, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company; Outside date: 15 months; Valuation: 1.54x TBV, 11.4x EPS (2022E);
>50% vote target; >50% vote acquiror; HSR expiry; Fed; FDIC; New Jersey Department of Banking and Insurance;
LBC
WAFD
Luther Burbank Corporation
Washington Federal, Inc
14-November-22
30-September-23
Merger
Friendly
Financial
0.00000
0.33530
9.70000
654.00000
0.03159
0.45906
0.23160
0.04
0.00
0.00000
10.06906
9.61000
0.42350
0.08782
187
Piper
Keefe
Holland
Davis
Definitive merger agreement; Luther Burbank is headquartered in Santa Rosa, California, and operates 10 full-service branches in California, 1 full service branch in Washington, 6 loan production offices in California and 1 loan production office in Oregon; Upon closing of the transaction, which was unanimously approved by the boards of directors of each of Washington Federal and Luther Burbank and is subject to shareholder and regulatory approval and other customary closing conditions, Luther Burbank shareholders will be entitled to receive 0.3353 shares of Washington Federal common stock for each share of Luther Burbank common stock they own; The transaction, which is anticipated to close as early as the second calendar quarter of 2023, will expand Washington Federals franchise into California; Upon completion of the merger, the combined institution will have approximately $29 billion in total assets, $23 billion in total loans and $22 billion in total deposits with over 210 locations in Washington, California, Oregon, Idaho, Utah, Nevada, Arizona, Texas and New Mexico operated through its community bank subsidiary and approximately 2,400 full time employees; As an inducement for WAFD to enter into the Merger Agreement, each director and certain executive officers of Luther Burbank who own shares of LBC Common Stock, reflecting an aggregate of approximately 23.16% of the outstanding LBC Common Stock as of the date of the Merger Agreement, entered into a key shareholder agreement with Luther Burbank and WAFD (collectively, the Key Shareholder Agreements) pursuant to which he or she agreed, among other things, to vote all shares of LBC Common Stock beneficially owned by him or her in favor of adoption and approval of the Merger Agreement and any other matters required to be approved for the consummation of the Proposed Transaction at any meeting of the shareholders of Luther Burbank; Outside date November 30, 2023; Valuation: 0.97x TBV, 14.8x EPS (2023E);
>50% vote target; >50% vote acquiror; HSR expiry; Fed; FDIC;
LMST
PEBO
Limestone Bancorp, Inc.
Peoples Bancorp Inc.
25-October-22
15-May-23
Merger
Friendly
Financial
0.00000
0.90000
22.67000
208.20000
0.41619
0.96200
-5.76550
0.04
0.14
0.00000
22.89200
21.93000
0.93532
0.36494
49
Piper
RJ
Wyatt
Dinsmore
Definitive agreement; Limestone, through its community bank subsidiary and 226 associates, operates 20 branches in 14 counties in Kentucky; Upon completion of the Merger, the combined company will have approximately $8.5 billion in total assets, $5.7 billion in total loans and $7.1 billion in total deposits with 150 locations in Ohio, West Virginia, Kentucky, Maryland, Virginia and Washington, D.C.; The transaction is expected to be immediately accretive to Peoples estimated earnings before one-time costs, with a tangible book value earn back of approximately 2.8 years (inclusive of interest rate marks), and an internal rate of return in excess of 20%; The acquisition is expected to close during the second quarter of 2023, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Peoples and Limestone; Valuation: 9.7x EPS (2023E), 1.65x BV, 1.73x TBV; Outside date July 31, 2023;
>50% vote target; >50% vote acquiror; HSR expiry; Fed; FDIC;
MAXR
Maxar Technologies
Advent International
16-December-22
30-June-23
Merger
Friendly
Tech
53.00000
0.00000
50.85000
6400.00000
1.29437
2.17000
-27.73564
0.01
0.07
0.00000
53.01000
50.84000
2.16000
0.17335
95
JPMorgan
GS / MS
Wachtell / Milbank
Weil / Covington / Skadden / Freshfields
Definitive merger agreement; Maxar Technologies is a provider of comprehensive space solutions and secure, precise, geospatial intelligence; Advent is headquartered in the United States and has a demonstrable track record as a responsible owner of defense and security businesses. Following the close of the transaction, Maxar will remain a U.S.-controlled and operated company; Transaction will support Maxar to accelerate investment in and development of the Companys next-generation satellite technologies and data insights for its customers; Advent has arranged committed debt and equity financing commitments for the purpose of financing the transaction, providing a high level of closing certainty. Funds advised by Advent have committed an aggregate equity contribution of $3.1 billion and British Columbia Investment Management Corporation (BCI) is providing a minority equity investment through a committed aggregate equity contribution equal to $1.0 billion, both on the terms and subject to the conditions set forth in the signed equity commitment letters; The agreement includes a 60-day go-shop period expiring at 11:59 pm EST on February 14, 2023. During this period, the Maxar Board of Directors and its advisors will actively initiate, solicit and consider alternative acquisition proposals from third parties; The transaction is expected to close mid-2023, subject to customary closing conditions, including approval by Maxar stockholders and receipt of regulatory approvals. The transaction is not subject to any conditionality related to the launch, deployment or performance of Maxars WorldView Legion satellite program; Outside date: nine month anniversary of the signing of the Merger Agreement (subject to an automatic extension to the one year anniversary of the date of the Merger Agreement if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived); Certain direct lenders have agreed to provide Parent with debt financing in an aggregate principal amount that is sufficient, when taken together with the amounts of the Investor Equity Commitment and the Preferred Equity Commitment and cash and cash equivalents of the Company at closing, to pay the cash consideration required to complete the Merger and satisfy the Parents financial obligations at the closing of the Merger in connection with the transactions contemplated by the Merger Agreement, including the repayment of any debt required to be repaid, redeemed or satisfied and discharged in connection with the Merger and payment of related fees, expenses and premia. The obligations of the lenders to provide debt financing under the debt commitment letter are subject to customary closing conditions set forth in a debt commitment letter delivered to Parent; Valuation: 36.6x EPS (2023E), 12.1x EBITDA (2023E), 3.35x sales (2023E);
>50% vote target; HSR expiry (filed Dec 30 2022, cleared Jan 30 2023); CFIUS (submitted Feb 14 with review commenced Feb 22 2023); U.S. International Traffic in Arms Regulations (ITAR); Defense Counterintelligence and Security Agency (DCSA) (filed Jan 16 2
MGI
MoneyGram International, Inc.
Madison Dearborn Partners
15-February-22
15-April-23
Merger
Friendly
Financial
11.00000
0.00000
10.49000
1800.00000
0.49864
0.52000
-3.14000
0.01
0.14
0.00000
11.00000
10.48000
0.51000
1.49136
19
BofA
GS / DB / Barclays / JPMorgan
Vinson / Paul
Latham / Kirkland / Covington
Definitive agreement; MoneyGram International, Inc. is a global leader in the evolution of digital P2P payments, delivers innovative financial solutions to connect the worlds communities; Unanimously approved by the MoneyGram Board of Directors; Committed debt financing for the transaction has been provided by Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and Barclays. The transaction is expected to close in the fourth quarter of 2022, subject to customary closing conditions, including approval by MoneyGram shareholders and receipt of regulatory approvals, including required approvals in various jurisdictions related to money transmitter licenses; The agreement includes a 30-day "go-shop" period expiring on March 16, 2022; Outside date February 14, 2023, provided, that either Parent or the Company may extend the End Date until May 14, 2023, if necessary to obtain required approvals with respect to money transmitter licenses; Parent has obtained equity financing and debt financing commitments to finance the transactions contemplated by the Merger Agreement and to pay related fees and expenses. Madison Dearborn Capital Partners VIII-A, L.P., Madison Dearborn Capital Partners VIII-C, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P. and Madison Dearborn Capital Partners VIII Executive-A2, L.P (individually, a Guarantor and collectively, the Guarantors) have committed to provide equity financing of $810,000,000 to finance a portion of the Merger Consideration, Warrant Consideration and LTI Award Consideration; Valuation: 22.5x EPS (2023E), 7.5x EBITDA (2023E), 1.34x sales (2023E); Dec 21 2022 received all but one regulatory approval and expect to close the transaction in early Q1 2023; Jan 30 2023 working on Reserve Bank of India approval, extended outside date to May 14 2023, expected close late Q1 or early Q2;
>50% vote target; HSR expiry (attained Apr 15 2022); Money transmitter licenses;
MLVF
FRBA
Malvern Bancorp, Inc.
First Bank
14-December-22
30-June-23
Merger
Friendly
Financial
7.80000
0.77330
16.00000
149.50000
0.27445
1.13831
-2.29824
0.04
0.33
0.00000
15.95831
14.82000
1.11769
0.32228
95
Piper
Hovde
Holland
Luse
Definitive merger agreement; Malvern Bank is headquartered in Paoli, a suburb of Philadelphia, Pennsylvania, and serves its customers and communities through its nine banking locations in Chester and Delaware counties, Pennsylvania, Morristown, New Jersey, and Palm Beach, Florida. Malvern Bancorp, Inc. had assets of approximately $1.04 billion, loans of approximately $815.6 million and deposits of approximately $785.3 million as of September 30, 2022; The merger has been unanimously approved by the boards of directors of both institutions and is expected to be completed in the second quarter of 2023, subject to the approval of First Bank and Malvern Bancorp, Inc. shareholders, as well as customary regulatory approvals; Valuation: 1.02x TBV, 21.5x EPS (LTM), 8.2x EPS after synergies (2023E); If Malverns adjusted shareholders equity as of the tenth day prior to the closing date of the Merger does not equal or exceed $140,000,000, the cash component of the Merger consideration described above will be reduced, on a dollar for dollar basis, in an amount equal to the difference between Malverns adjusted shareholders equity and $140,000,000. If Malverns adjusted shareholders equity is $125,000,000 or less, First Bank will not be obligated to consummate the Merger;
>50% vote target; >50% vote acquiror; HSR expiry; Fed; FDIC; New Jersey Department of Banking and Insurance; Shareholders equity >$ 125 million;
MNTV
Momentive
Symphony Technology Group
13-March-23
11-July-23
Merger
Friendly
Tech
9.46000
0.00000
9.30000
1500.00000
0.45763
0.17000
-2.80000
0.12500
0.03
0.06
0.00000
9.46000
9.29000
0.16000
0.06056
106
Qatalyst
Wilson
Paul
Definitive agreement; Momentive, maker of SurveyMonkey, empowers people with the insights they need to make business decisions with speed and confidence; The transaction is the result of an extensive and careful process to review strategic alternatives by the Momentive board; The transaction, which was approved unanimously by the Momentive Board of Directors, is expected to close in the second or third quarter of 2023, subject to customary closing conditions, including approval by Momentive shareholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition; Silver Point acted as Sole Lead Arranger and provided committed debt financing in support of the acquisition; STG is a private equity partner to market leading companies in data, software, and analytics; Valuation: 17.3x EPS (2024E), 14.2x EBITDA (2024E), 2.79x sales (2024E); Outside date September 13, 2023 which date may be extended up to two times to December 13, 2023 and to March 13, 2023; Pursuant to an equity commitment letter dated March 13, 2023, the investment consortium led by STG committed to provide Parent, at the effective time of the Merger, with an equity investment of approximately $1.17 billion to fund a portion of the aggregate Merger consideration and to pay fees and expenses related to the Merger; Pursuant to a debt commitment letter dated March 13, 2023, the lenders party to that letter committed to provide Parent, at the effective time of the Merger, with debt financing of $450 million to fund a portion of the aggregate Merger consideration and to refinance Momentives existing credit facilities; Momentives directors and certain of their affiliates that hold shares of Common Stock, solely in their capacity as Momentives stockholders, have entered into voting agreements (the Voting Agreements) with Parent and Momentive. These stockholders represent approximately 12.5 percent of Momentives outstanding voting power;
>50% vote target; HSR expiry;
NUVA
GMED
NUVASIVE
Globus Medical
09-February-23
30-May-23
Merger
Friendly
Healthcare
0.00000
0.75000
38.38000
3869.06201
0.26081
1.94750
-6.38226
0.02
0.23
0.00000
40.26750
38.32000
1.89990
0.31781
64
BofA
GS
Wachtell
Goodwin
Definitive agreement; NuVasive is a leader in spine technology innovation, with a mission to transform surgery, advance care, and change lives. The companys less-invasive, procedurally integrated surgical solutions are designed to deliver reproducible and clinically proven outcomes. With more than $1 billion in net sales, NuVasive operates in more than 50 countries serving surgeons, hospitals, and patients; The transaction brings together two well-regarded technology companies in the musculoskeletal industry, which have a shared vision focused on innovation in a relentless pursuit of unmet clinical needs to improve patient care; Following the close of the transaction, NuVasive shareholders will own approximately 28% of the combined company, and Globus Medical shareholders will own approximately 72%; The transaction is expected to close in the middle of 2023, subject to the approval of both companies shareholders, regulatory approval, and other customary closing conditions; $170 million cost synergies by year three; Valuation: 21.9x EPS (2024E), 11.3x EBITDA (2024E), 2.87x sales (2024E); Divestiture cap of $40 million annual revenue; Outside date October 8, 2023, subject to two additional two-month extensions (up to a maximum of twelve (12) months from signing, or February 8, 2024); David Paul and Sonali Paul, each a stockholder of Globus Medical (together, the Stockholders), have entered into a voting and support agreement (the Voting Agreement) with NuVasive and Globus Medical pursuant to which such Stockholders have agreed to vote their shares of Class B common stock, par value $0.001 per share, of Globus Medical (Globus Medical Class B Common Stock) in accordance with the recommendation of Globus Medicals board of directors as of the time of the Globus Medicals stockholder meeting soliciting approval of the Issuance. The Stockholders collectively own approximately 20,867,524 shares of Globus Medical Class B Common Stock, representing approximately 70% of the total voting power of outstanding common stock of Globus Medical;
>50% vote target; >50% vote acquiror; HSR expiry (filed Mar 3 2023);
NVCN
SWAV
Neovasc Inc.
Shockwave Medical, Inc.
17-January-23
15-April-23
Plan
Friendly
Healthcare
27.25000
0.00000
29.39000
100.00000
0.26509
-0.70000
-6.66145
0.09230
0.04
0.00
1.20000
28.45000
29.15000
-0.71000
-0.37731
19
Piper
Perella
Blakes / Skadden
Fenwick / Davies
Definitive agreement; Neovasc is a specialty medical device company that develops, manufactures, and markets products for the rapidly growing cardiovascular marketplace. Its products include Reducer, for the treatment of refractory angina, which is under clinical investigation in the United States and has been commercially available in Europe since 2015; Upon the closing of the transaction, Shockwave Medical will acquire all outstanding Neovasc shares for an upfront cash payment of $27.25 per share, corresponding to an enterprise value of approximately $100 million, inclusive of certain deal-related costs. Neovasc shareholders will also receive a potential deferred payment in the form of a non-tradable contingent value right (CVR) entitling the holder to receive up to an additional $12 per share in cash if certain regulatory milestones are achieved; The transaction will be effected by way of a court-approved plan of arrangement pursuant to the Canada Business Corporations Act, and is subject to customary closing conditions, including requisite Neovasc shareholder approval. Shockwave expects to complete the transaction in the first half of 2023; The Board of Directors of Neovasc, acting on the unanimous recommendation of a special committee comprised of independent directors and after having received an opinion from its financial advisor to the effect that the consideration to be received by Neovasc shareholders pursuant to the plan of arrangement is fair from a financial point of view, has unanimously approved the arrangement; Directors and executive officers of Neovasc and related parties, holding an aggregate of approximately 9.23% of the Neovasc shares currently outstanding (on a non-diluted basis) have entered into support and voting agreements with Shockwave; Each CVR will pay: (i) US$12.00 if the Milestone is achieved on or prior to June 30, 2026, (ii) US$8.00 if the Milestone is achieved during the period beginning on July 1, 2026 and ending on December 31, 2026 or (iii) US$4.00 if the Milestone is achieved during the period beginning on January 1, 2027 and ending on December 31, 2027; The Arrangement is not subject to any financing condition; Outside date June 16, 2023; Valuation: 10.5x sales (2023E); Outside date June 16, 2023;
66 2/3 vote target; Majority of minority vote target;
OSH
CVS
Oak Street Health
CVS Health
08-February-23
31-October-23
Merger
Friendly
Healthcare
39.00000
0.00000
36.25000
10600.00000
0.72796
2.76000
-13.67000
0.45000
0.03
0.17
0.00000
39.00000
36.24000
2.75000
0.13028
218
Centerview
CS / Lazard
Kirkland
Shearman / Dechert / McDermott
Definitive agreement; Oak Street Health is a leading multi-payor, value-based primary care company helping older adults stay healthy and live life more fully; CVS Health expects to fund the transaction through available resources and existing financing capacity and is committed to maintaining its current credit ratings; The transaction was approved by the Board of Directors at each of the respective companies and is subject to approval by a majority of Oak Street Healths stockholders, receipt of regulatory approval and satisfaction of other customary closing conditions; Private equity funds affiliated with Newlight Partners LP and General Atlantic LLC and certain members of the Oak Street Health Board of Directors, which collectively own approximately 45% of the common stock of Oak Street Health, have agreed to vote the shares they own in favor of the transaction, subject to customary exceptions; CVS Health and Oak Street Health anticipate that the transaction will close in 2023; Valuation: 2.57x sales (2024E); Outside date Feb 8 2024;
>50% vote target; HSR expiry (filed Feb 24 2023);
PNM
AGR
PNM Resources Inc
Avangrid Inc
21-October-20
30-June-23
Merger
Friendly
Utilities
50.30000
0.00000
48.74000
7955.85303
0.10066
1.94750
-2.68611
0.02
0.42
0.00000
50.66750
48.72000
1.93750
0.16164
95
Evercore
BNP
Troutman
Latham
Definitive agreement; PNM is an energy holding company based in Albuquerque, N.M., with 2019 consolidated operating revenues of $1.5 billion. Through its regulated utilities, PNM and TNMP, PNM Resources has approximately 2,811 megawatts of generation capacity and provides electricity to approximately 790,000 homes and businesses in New Mexico and Texas; Transaction merges two strategically aligned, premier companies to create a large, diversified national regulated utility and renewable energy platform with approximately $14 billion of rate base, more than 4 million electric and natural gas utility customers and more than 7.4 gigawatts of renewable energy assets; Unanimous board approval of both companies; The transaction is expected to close between October and December 2021; Outside date January 20, 2022 (subject to a three-month extension by either party if all of the conditions to the Closing, other than the conditions related to obtaining regulatory approvals, have been satisfied or waived); Valuation: 21.6x EPS (2021E), 10.9x EBITDA (2021E), 4.9x sales (2021E); Iberdrola (AGR controlling shareholder) is providing necessary financing; Jan 3 2022 extended outside date to Apr 20 2023, file notice of appeal with new mexico Supreme Court; Mar 9 2023 filed joint motion with New Mexico Public Regulation Commission to dismiss merger appeal, resolve through rehearing and reconsideration;
>50% vote target (attained); HSR Expiry (attained Jan 20 2021); New Mexico Public Regulation Commission; Public Utility Commission of Texas (attained May 13 2021); NRC (attained May 26 2021); FCC (attained Mar 10 2021); CFIUS (attained Feb 1 2021); FERC (a
PRVB
SNY
Provention Bio, Inc.
Sanofi
13-March-23
20-April-23
Tender Offer
Friendly
Biotech
25.00000
0.00000
24.01000
2900.00000
2.73134
1.00000
-17.30000
0.03
0.05
0.00000
25.00000
24.00000
0.99000
0.84919
24
BofA / Centerview
PJT
Ropes
Weil
Agreement; Provention Bio, Inc., is a U.S.-based, publicly traded biopharmaceutical company focused on intercepting and preventing immune-mediated diseases including type 1 diabetes (T1D); The transaction adds an innovative, fully owned, first-in-class therapy in type 1 diabetes to Sanofis core asset portfolio in General Medicines and further drives its strategic shift toward products with a differentiated profile. TZIELD (teplizumab-mzwv) was approved in the U.S. last year as the first and only therapy to delay the onset of Stage 3 type 1 diabetes (T1D) in adults and pediatric patients aged 8 years and older with Stage 2 T1D; The consummation of the tender offer is subject to customary closing conditions, including the tender of a number of shares of Provention Bio, Inc. common stock, that together with shares already owned by Sanofi or its affiliates, represents at least a majority of the outstanding shares of Provention Bio, Inc. common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions; Sanofi plans to fund the transaction with available cash resources; Subject to the satisfaction or waiver of customary closing conditions, Sanofi currently expects to complete the acquisition in the second quarter of 2023; Valuation: 17.2x sales (2024E); Outside date December 12, 2023;
>50% tender; HSR expiry;
PTRS
LNKB
Partners Bancorp
LINKBANCORP, Inc.
22-February-23
30-September-23
Merger
Friendly
Financial
0.00000
1.15000
7.96000
167.80000
0.00911
0.00000
-0.06714
0.04
0.00000
7.44000
7.44000
-0.03236
-0.00847
187
Piper
Stephens
Troutman
Luse
Definitive agreement; Partners Bancorp is the holding company for The Bank of Delmarva and Virginia Partners Bank. The Bank of Delmarva commenced operations in 1896. The Bank of Delmarvas main office is in Seaford, Delaware and it conducts full service commercial banking through eleven branch locations in Maryland and Delaware, and three branches, operating under the name Liberty Bell Bank, in the South Jersey/Philadelphia metro market; Merger of Equals; Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Partners shareholders will receive 1.15 shares of LINK stock for each Partners share they own; Upon completion of the transaction, Partners shareholders will own approximately 56% and LINK shareholders, inclusive of shares issued in a concurrent private placement of common stock, will own approximately 44% of the combined company; In connection with the transaction LINK has completed a private placement common stock offering resulting in $10 million in gross proceeds; Once the merger transaction is completed, the combined organization will be a leading Mid-Atlantic community banking franchise with nearly $3 billion in assets and an expected $300+ million market capitalization; The merger is expected to close in the third quarter of 2023, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by the shareholders of each company; Valuation: 1.23x BV, 1.35x TBV, 13.4x EPS (LTM); Outside date Feb 22 2024;
>50% vote target; >50% vote acquiror; HSR expiry; Fed; FDIC; Pennsylvania Department of Banking and Securities; DE Bank Commissioner; Virginia Bureau of Financial Institutions;
RADI
Radius Global Infrastructure, Inc.
EQT and Public Sector Pension Investment Board (PSP)
01-March-23
31-July-23
Merger
Friendly
Infrastructure
15.00000
0.00000
14.67000
3000.00000
0.27986
0.34000
-2.94000
0.21000
0.10
0.00000
15.00000
14.66000
0.33000
0.06661
126
Citi / GS / Barclays
MS / Evercore
Cravath / Morris
Simpson / Weil
Definitive agreement; Radius is a leading global aggregator of real property interests underlying wireless telecommunications cell sites and other digital infrastructure assets; The Radius Board of Directors, upon the recommendation of a Transaction Committee comprised of independent directors, has unanimously approved the transaction, and the transaction is not subject to a financing condition; It is expected to close in the third quarter of 2023, subject to satisfaction of customary closing conditions including the receipt of certain regulatory approvals and approval by Radius shareholders, as well as certain other conditions related to Radius indebtedness and available cash; Radius has obtained consents to the transaction from certain of its lenders; Certain Radius shareholders, including Mr. Berkman, Centerbridge Partners, L.P., Imperial Landscape Sponsor LLC, TOMS Acquisition II LLC and their respective affiliated entities, as applicable, have entered into agreements to vote their combined 21% ownership in favor of the transaction; Valuation: 27.3x EBITDA (2024E), 14.6x sales (2024E);
>50% vote target; HSR expiry; Certain other conditions related to Radius indebtedness and available cash;
ROCC
BTE
Ranger Oil Corporation
Baytex Energy Corp.
28-February-23
15-June-23
Merger
Friendly
Oil & Gas
13.31000
7.49000
40.76000
2500.00000
0.10365
0.64260
-3.23834
0.54000
0.02
0.17
0.00000
41.32260
40.68000
0.56634
0.06511
80
CIBC / RBC / Scotia
BofA / Wells
Vinson / BDP
Kirkland / Stikeman
Definitive agreement; Ranger Oil is a pure play Eagle Ford company with production of 67-70 Mboe/d (working interest) that is 96% operated (72% light oil, 15% NGLs and 13% natural gas), 174 MMboe of proved reserves (consisting of 120 MMbbls of tight oil, 27 MMbbls of NGLs and 162 Bcf of shale gas (working interest before the deduction of royalties), 258 MMboe of proved plus probable reserves (consisting of 180 MMbbls of tight oil, 39 MMbbls of NGLs and 232 Bcf of shale gas (working interest before the deduction of royalties); The transaction has been unanimously approved by the Boards of Directors of Baytex and Ranger and is expected to close late in the second quarter of 2023; Acquisition is 23% accretive to free cash flow per share; On closing of the transaction, Baytexs Revolving Credit Facility will increase to US$1.0 billion (US$850 million previously) and the Company will maintain strong liquidity. Baytexs total debt to EBITDA(4) ratio(1) is forecast to be 1.0x at US$75/bbl WTI. As part of this transaction, Baytex expects to pursue a financing structure which will include senior notes; The total transaction value is approximately US$2.5 billion (C$3.4 billion), including net debt of approximately US$650 million estimated on closing. The cash portion of the acquisition is expected to be funded, in part, through expanded credit facilities and the issuance of debt securities; In connection with the Acquisition, Baytex has entered into a debt commitment letter with Canadian Imperial Bank of Commerce ("CIBC"), Royal Bank of Canada ("RBC") and The Bank of Nova Scotia ("BNS") to provide aggregate debt commitments of US$1.75 billion, which are expected to be comprised of a US$1.0 billion revolving credit facility ("Revolving Credit Facility"), a US$250 million term loan ("Term Loan") and a US$500 million 364-day bridge facility ("Bridge Facility"). The Bridge Facility will provide financing to backstop an anticipated issuance of new debt securities prior to closing of the Acquisition. The debt commitments provide Baytex with the ability to optimize its capital structure, which includes the redemption of Rangers outstanding senior notes, while maintaining adequate go-forward liquidity; The transaction is subject to the approval by a majority of the votes cast by the holders of Rangers common stock at a special meeting of the Ranger stockholders held for that purpose. Affiliates of Juniper Capital Advisors ("Juniper") own approximately 54% of Rangers common stock and have entered into a support agreement with Baytex pursuant to which Juniper has agreed to vote all of the Ranger common stock it owns in favour of the transaction; The closing of the Acquisition is subject to the satisfaction of customary closing conditions, including the approval by Baytexs shareholders of the issuance of Baytex shares as consideration for the Acquisition, approval by the holders of Rangers common stock, the expiration of the waiting period under the U.S. Hart-Scott-Rod
>50% vote target; >50% vote acquiror; HSR expiry;
SAVE
JBLU
Spirit Airlines, Inc.
JetBlue Airways
05-April-22
31-March-24
Merger
Friendly / Hostile
Industrial
31.00000
0.00000
16.87000
7600.00000
0.54165
14.14000
0.01
0.00
0.00000
31.00000
16.86000
14.13000
0.82302
370
Barclays / MS
GS
Debevoise
Shearman
Friendly definitive merger agreement at $33.50 cash per share on July 28 2022 after Hostile tender offer at $30.00 on May 16 2022 after Unsolicited proposal from JBLUE at $33.00 cash per share, 42.2% premium to ULCC friendly bid; Spirit Airlines serves destinations throughout the U.S., Latin America and the Caribbean; No JetBlue shareholder vote is required to complete the proposed transaction, which will not be subject to financing contingency. JetBlue has approximately $2.8 billion of cash on hand as of December 31, 2021, and has a variety of unencumbered assets available to finance, worth in aggregate approximately $9 billion; The proposed transaction is expected to deliver $600-700 million in net annual synergies once integration is complete, driven in large part by expanded customer offerings resulting from the greater scale of the network; JetBlue expects the transaction to be accretive to earnings per share in the first full year, excluding integration costs; Given its conviction in securing the necessary regulatory approvals, JetBlue is highly confident that its proposed transaction would be completed on a timely basis and on a timeframe generally consistent with the pending transaction with Frontier. JetBlues proposal contemplates that the definitive agreement for the proposed transaction would contain contractual commitments designed to address any regulatory concern, including, while JetBlue is highly confident in the completion of the transaction, a reverse break-up fee that would become payable to Spirit in the unlikely event the proposed transaction is not consummated for antitrust reasons; JetBlue intends to fund the transaction with cash on hand and debt financing led by Goldman Sachs & Co. LLC; Valuation: 16.8x EPS (2023E), 9.2x EBITDA (2023E), 5.2x Adj EBITDA after synergies (2023E), 1.35x sales (2023E); May 2 2022 SAVE rejected JBLU proposal due to antitrust risk, reiterates support for ULCC deal; June 6 2022 received amended proposal from JBLU, reverse break fee increased to $350 million ($164 million prepaid), bid increased to $31.50 (inclusive of break fee prepayment); June 20 2022 bumped bid from $30.00 to $33.50, up 6.3%, increased reverse break fee to $350 million with enhanced divestitures; June 28 2022 increased reverse break fee to $400 million and accelerated prepayment to $2.50 per share, added ticking fee, which would provide shareholders with a monthly prepayment of $0.10 per share between January 2023 and the consummation or termination of the transaction; July 27 2022 SAVE / ULCC deal terminated, shareholders rejected, will pursue JBLU deal; Even as the fifth-largest carrier, JetBlue, with Spirit, would have only 9% market share, compared to 13% for the fourth-largest airline and 23% for the largest carrier. After the combination and with its committed upfront divestitures, the largest seat share a combined JetBlue-Spirit will have in any of its largest metro areas is 40%, compared to the 57-91% share legacy c
>50% vote target; HSR Expiry (May 31 2022 received FTC second request, Mar 7 2023 DoJ sued to block deal); FCC; U.S. Federal Aviation Administration; U.S. Department of Transportation;
SGEN
PFE
Seagen Inc.
Pfizer Inc.
13-March-23
28-February-24
Merger
Friendly
Pharma
229.00000
0.00000
203.25999
43000.00000
0.41910
25.80000
-41.83000
0.04
0.38
0.00000
229.00000
203.20000
25.79000
0.13773
338
Centerview / MTS
Guggenheim
Sullivan
Wachtell
Definitive merger agreement; Seagen is a global biotechnology company that discovers, develops and commercializes transformative cancer medicines; Seagens medicines, late-stage development programs and pioneering expertise in Antibody-Drug Conjugates (ADCs) strongly complement Pfizers Oncology portfolio; The Boards of Directors of both companies have unanimously approved the transaction; Today, Pfizer Oncology has an industry-leading portfolio of 24 approved innovative cancer medicines that generated $12.1 billion in 2022 revenues, including the best-selling therapies for metastatic breast cancer and prostate cancer. Pfizers in-line portfolio is focused on four broad, key areas: breast cancer, genitourinary cancer, hematology and precision medicine, complemented by an extensive pipeline of 33 programs in clinical development. The proposed combination with Seagen would double Pfizers early-stage oncology clinical pipeline; Pfizer expects to finance the transaction substantially through $31 billion of new, long-term debt, and the balance from a combination of short-term financing and existing cash; The transaction is expected to be neutral to slightly accretive to adjusted diluted earnings per share (EPS)4 in the third to fourth full year post close; Pfizer expects to achieve nearly $1 billion in cost efficiencies in the third full year after the completion of the transaction; The companies expect to complete the transaction in late 2023 or early 2024, subject to fulfillment of customary closing conditions, including approval of Seagens stockholders and receipt of required regulatory approvals; Outside date March 12, 2024 (will be automatically extended to September 12, 2024); Valuation: 13.8x sales (2024E);
>50% vote target; HSR expiry; Certain non-U.S. antitrust and foreign direct investment approvals;
SIMO
MXL
Silicon Motion
MaxLinear, Inc.
05-May-22
30-June-23
Merger
Friendly
Tech
93.54000
0.38800
65.13000
3800.00000
0.40814
42.39824
0.03
0.00
0.00000
107.41824
65.02000
42.37212
5.87531
95
GS
BMO
Latham
Wilson
Definitive agreement; Addition of Silicon Motions NAND flash controller technology and customer relationships complements MaxLinears leadership in Broadband, Connectivity, and Infrastructure markets; Acquisition expected to be immediately and materially accretive to Operating Income, Operating Margin, Earnings per Share, and Cash Flow; SIMO is a global leader in NAND flash controllers for solid state storage devices; MXL is a leading provider of radio frequency (RF), analog and mixed-signal integrated circuits for broadband, connectivity, and infrastructure markets; The strategic business combination is anticipated to drive transformational scale, create a diversified technology portfolio, significantly expand the combined companys total addressable market, and create a highly profitable cash generating semiconductor leader; The combination of MaxLinears RF, analog/mixed-signal, and processing capabilities with Silicon Motions market leading NAND flash controller technology completes a total technology stack which fully captures end-to-end platform functionality and accelerates the companys expansion into enterprise, consumer, and many other adjacent growth markets; The transaction is expected to generate annual run-rate synergies of at least $100 million to be realized within 18 months after the transaction closes and is expected to be immediately and materially accretive to MaxLinears non-GAAP earnings per share and cash flow; Upon closing of the transaction, MaxLinear shareholders will own approximately 86% of the combined company and Silicon Motion stockholders will own approximately 14% of the combined company; MaxLinear intends to fund the $3.1 billion of cash consideration with cash on hand from the combined companies and fully committed debt financing from Wells Fargo Bank, N.A. The transaction is not subject to any financing conditions and is expected to close by the first half of calendar 2023, pending satisfaction of customary closing conditions, including Silicon Motion shareholders approval and regulatory approvals in various jurisdictions; Valuation: 12.7x EPS (2023E), 10.9x EBITDA (2023E), 8.5x Adj EBITDA after synergies (2023E), 3.0x sales (2023E); Combined 11th and 12th largest semiconductor companies to create 7th largest; Outside date February 6, 2023;
>50% vote target; HSR expiry (attained June 27 2022); China SAMR;
SIRE
Sisecam Resources LP
Sisecam Chemicals Resources LLC
02-February-23
30-May-23
Merger
Friendly
Infrastructure
25.00000
0.00000
25.12000
805.75000
0.39665
0.40000
-6.84200
0.74000
0.00
0.06
0.00000
25.50000
25.10000
0.39000
0.09191
64
Evercore
BofA
Potter
Steptoe / Paul
Definitive Agreement and Plan of Merger; Sisecam Resources LP, a master limited partnership, operates the trona ore mining and soda ash production business of Sisecam Wyoming LLC, one of the largest and lowest cost producers of natural soda ash in the world, serving a global market from its facility in the Green River Basin of Wyoming; The Board of Directors of Sisecam Resources Partnership LLC, the general partner of Sisecam (the GP Board), delegated to a conflicts committee of the GP Board (the Conflicts Committee), consisting of the GP Boards three independent directors, the authority to review, evaluate, negotiate and approve the transaction on behalf of the GP Board. The Conflicts Committee, after evaluating the transaction with its independent legal counsel and independent financial advisor, unanimously approved the Agreement, and recommended that the GP Board approve the transaction. Following receipt of the recommendation of the Conflicts Committee, the GP Board reviewed the terms of the transaction and the Agreement, and unanimously approved the transaction; Under Sisecams partnership agreement, the transaction is required to be approved by the holders of a majority of the outstanding common units of Sisecam; Parent owns approximately 74% of the outstanding common units, and immediately following the execution of the Agreement, Parent delivered to Sisecam an irrevocable written consent approving the transaction. As a result, the transaction has been approved by a majority of the outstanding common units of Sisecam, and Sisecam will not hold a meeting of its unitholders to approve the transaction; The transaction is expected to close on or prior to July 30, 2023, subject to customary closing conditions; Valuation: 7.9x EPS (LTM), 4.9x EBITDA (LTM), 1.12x sales (LTM); The Partnership GP has also agreed to declare, and to cause the Partnership to pay, regular quarterly cash distributions to the Partnerships unitholders during the pendency of the Merger in the amount of available cash for each quarterly period, and to cause such available cash amount to be sufficient to distribute to unitholders an amount equal to or greater than $0.50 per Common Unit; Outside date July 30, 2023; In connection with the parties entry into the Merger Agreement, Deutsche Bank AG New York Branch and Societe Generale (collectively, the Lenders) have agreed to provide debt financing for the proposed transaction consisting of a $110 million term loan facility, on the terms and subject to the conditions set forth in a debt commitment letter dated as of February 1, 2023. The obligations of the Lenders to provide debt financing under the debt commitment letter are subject to a number of customary conditions;
SUMO
Sumo Logic
Francisco Partners
09-February-23
30-May-23
Merger
Friendly
Tech
12.05000
0.00000
11.99000
1360.71899
0.57106
0.07000
-4.31000
0.02550
0.04
0.02
0.00000
12.05000
11.98000
0.06000
0.02890
64
MS
Wilson
Kirkland
Definitive agreement; Sumo Logic is the SaaS analytics platform to enable reliable and secure cloud-native applications; The Sumo Logic Board conducted a thorough evaluation of strategic alternatives and spoke with a number of strategic and financial partners; The transaction, which was unanimously approved by the Sumo Logic Board, is expected to close in the second calendar quarter of 2023, subject to customary closing conditions, including approval by Sumo Logic stockholders and the receipt of required regulatory approval; Valuation: 3.91x sales (2024E); SUMOs primary competitors include Splunk and Elastic. Other competitors include Datadog and New Relic, cloud infrastructure providers such as AWS, Azure, and GCP, and various private companies; Outside date August 9, 2023 (subject to an automatic extension to November 9, 2023 if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived);
>50% vote target; HSR expiry (attained Mar 27 2023);
TA
BP
TravelCenters of America Inc.
BP p.l.c.
16-February-23
17-May-23
Merger
Friendly
Retail
86.00000
0.00000
86.30000
3500.00000
0.73948
-0.17000
-36.73000
0.11900
0.01
0.00
0.00000
86.00000
86.17000
-0.18000
-0.01485
51
Citi
GS
Ropes
Robey / Sullivan
Merger agreement; TravelCenters of America Inc. is the nationwide operator and franchisor of the TA, Petro Stopping Centers and TA Express travel center brands; Adds a network of around 280 travel centers, strategically-located on major highways across US; complementing bps US convenience and mobility business; The culmination of a comprehensive process by TAs Board. Following the implementation of TAs turnaround plan and several quarters of improved operating performance, TA received unsolicited interest to acquire the Company. In response, TAs Board hired financial and legal advisors as part of a formal process to consider a potential sale of the Company. This process ultimately included competitive rounds of bidding from potential buyers that resulted in the transaction; A condition of the sale is the approval by shareholders who own a majority of TAs shares outstanding. Service Properties Trust (Nasdaq: SVC), which owns 7.8% of TAs shares outstanding, and The RMR Group (Nasdaq: RMR), which owns 4.1% of TAs shares outstanding, both have agreed to vote their shares in favor of the sale. At the closing of the transaction, TA will terminate its management agreement with RMR pursuant to the terms of the agreement and pay a termination fee to RMR that is currently estimated to be approximately $44 million; Subject to shareholder and regulatory approval, the parties are targeting closing the acquisition by mid-year 2023; It supports delivery of bps convenience and EV charging growth engine target of more than $1.5bn EBITDA in 2025 and aim for more than $4bn in 2030. bp expects the acquisition to be accretive to free cash flow per share from 2024 and to deliver a return of over 15%; Valuation: 17.3x EPS (2024E), 11.9x EBITDA (2024E), 0.27x sales (2024E); Outside date November 15, 2023; Signed CA April 21, 2022; Divestiture cap of $175 million; The parties acknowledge and agree that the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief; Mar 22 2023 filed PREM14a, filed HSR Mar 9, closing mid-2023, received unsolicited proposal at $92.00 from Party G (did not constitute a Superior Proposal); Mar 27 2023 ARKO submitted $92.00 proposal for TravelCenters, urged board to consider proposal;
>50% vote target; HSR expiry (filed Mar 9 2023);
TCFC
SHBI
The Community Financial Corporation
Shore Bancshares, Inc
14-December-22
01-July-23
Merger
Friendly
Financial
0.00000
2.32870
34.48000
254.39999
0.11827
0.08356
-3.46827
11.70000
0.04
0.02
0.00000
33.58356
33.50000
0.01810
0.00206
96
Piper
Keefe
Kilpatrick
Holland
Definitive agreement; The Community Financial Corporation is the bank holding company for Community Bank of the Chesapeake, a full-service commercial bank with assets of approximately $2.4 billion as of September 30, 2022. Through its branch offices and commercial lending centers, Community Bank of the Chesapeake offers a broad range of financial products and services to individuals and businesses. TCFCs branches are located at its main office in Waldorf, Maryland, and branch offices in Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby and California, Maryland; and Fredericksburg - Downtown and Fredericksburg - Harrison Crossing, Virginia; The transaction is expected to be over 40% accretive to Shores EPS in 2024. The combined company will have total assets of approximately $6.0 billion on a pro forma basis as of the assumed closing date of June 30, 2023; Unanimously approved by the boards of directors of both companies; Existing Shore shareholders will own approximately 60% of the outstanding shares of the combined company and TCFC shareholders are expected to own approximately 40%; The transaction is expected to close late in the second quarter or early in the third quarter of 2023, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from Shore and TCFC shareholders. TCFC directors and executive officers have entered into agreements with Shore pursuant to which they have committed to vote their shares of TCFC common stock in favor of the merger of TCFC with and into Shore. Shore directors and executive officers have entered into agreements with TCFC pursuant to which they have committed to vote their shares of Shore common stock in favor of the issuance of shares of Shore to TCFC shareholders in the merger; Outside date December 31, 2023; Mar 7 2023 TCFC / SHBI attained regulatory approvals, closing July 1;
>50% vote target; >50% vote acquiror; HSR expiry; Fed (waived as of Mar 7 2023); FDIC; Office of the Comptroller of the Currency (attained as at Mar 7 2023); Maryland Office of the Commissioner of Financial Regulation (attained as at Mar 7 2023);
TCRR
ADAP
TCR2 Therapeutics Inc.
Adaptimmune Therapeutics plc
06-March-23
30-June-23
Merger
Friendly
Biotech
0.00000
1.51170
1.50000
102.85050
1.19884
0.15264
-0.73750
0.02
0.17
0.00000
1.63264
1.48000
0.13773
0.40759
95
Piper
TD
Goodwin
Ropes
Definitive agreement; Following the all-stock transaction, currently expected to close in Q2 2023, Adaptimmune shareholders will own ~75% and TCR2 Therapeutics stockholders will own ~25% of the combined company; Subject to shareholder approval and the subsequent closing of the transaction, the combined company is expected to continue to trade on the Nasdaq Stock Market under the symbol ADAP; The transaction is currently expected to close in Q2 2023, subject to the receipt of approvals by Adaptimmune shareholders and TCR2 stockholders and satisfaction or waiver of other closing conditions; Outside date September 5, 2023;
>50% vote target; >50% vote acquiror; HSR expiry; Certain contingent liabilities of TCR2 being less than $10 million;
TGNA
TEGNA Inc.
Standard General L.P.
22-February-22
30-June-23
Merger
Friendly
Media
24.00000
0.00000
15.96000
8600.00000
0.39050
8.16000
0.02
0.00
0.00000
24.11000
15.95000
8.15000
3.88339
95
JPMorgan / Greenhill
Moelis / RBC
Wachtell / Covington
Fried / Pillsbury
Definitive agreement; TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. With 64 television stations in 51 U.S. markets, TEGNA is the largest owner of top 4 network affiliates in the top 25 markets among independent station groups; The transaction was unanimously approved by the TEGNA Board; Follows a thorough review of acquisition proposals received by the Company; The transaction is subject to approval by TEGNA shareholders, regulatory approvals, and other customary closing conditions, and is expected to close in the second half of 2022; TEGNA shareholders will receive additional cash consideration in the form of a ticking fee of $0.00167 per share per day (or $0.05 per month) if the closing occurs between the 9- and 12-month anniversary of signing, increasing to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs between the 14- and 15-month anniversary of signing; A syndicate of banks led by RBC Capital Markets will provide debt financing; Valuation: 8.9x EPS (2023E), 7.9x EBITDA (2023E), 2.52x sales (2023E); Outside date November 22, 2022; Funds managed by affiliates of Apollo Global Management and certain other investors have committed to purchase preferred equity interests in Parent at the closing of the Merger with an aggregate equity contribution equal to $925 million on the terms and subject to the conditions set forth in a preferred securities commitment letter; Dec 16 2022 Standard General waived certain contractual rights; Feb 21 2023 extended outside date to May 22 2023; Feb 24 2023 FCC issued a hearing designation order with respect to the transaction; Feb 27 2023 vows to continue its efforts to complete its proposed transaction;
>50% vote target; HSR expiry (refiled Apr 11 2022, DOJ second request May 11 2022, cleared Feb 22 2023); FCC (Feb 24 2023 issued hearing designation order);
TIG
Trean Insurance Group, Inc.
Altaris Capital Partners
16-December-22
30-April-23
Merger
Friendly
Financial
6.15000
0.00000
6.12000
316.00000
0.97115
0.04000
-2.99000
0.47000
0.03
0.01
0.00000
6.15000
6.11000
0.03000
0.05399
34
Houlihan
Morris / Bass
Kirkland
Definitive merger agreement; Trean Insurance Group, Inc. is a leading provider of products and services to the specialty insurance market; Altaris, LLC currently owns approximately 47% of Treans outstanding common stock; Upon receiving a proposal from Altaris to acquire the Company, which was conditioned on approval by a special committee of independent and disinterested directors and by a majority of the voting power of unaffiliated stockholders, the Board of Directors formed such a Special Committee comprised solely of independent and disinterested directors to evaluate the proposal and alternatives thereto and make a recommendation to the Board of Directors. Following the unanimous recommendation of the Special Committee, the Board of Directors of the Company (other than Daniel Tully, who abstained from participating in the deliberations or voting on the matter due to his position as Co-Founder and Managing Director of Altaris) unanimously approved the merger agreement and is recommending to Treans stockholders that they adopt and approve the merger agreement; The transaction, which implies a total equity value for the Company of approximately $316 million, is expected to close during the first half of 2023; Completion of the transaction is subject to certain closing conditions, including obtaining approval of a majority of the outstanding shares of Trean common stock held by stockholders that are not affiliated with Altaris and receiving certain regulatory approvals; Valuation: 0.78x BV, 1.64x TBV, 11.3x EPS (2023E); Parent and Merger Sub have secured committed financing for the Merger consisting of equity financing from certain funds affiliated with Altaris, the aggregate proceeds of which, along with Company cash on hand, will be sufficient for Parent to pay the aggregate merger consideration and all related fees and expenses of the Parent and Merger Sub. The committed financing is subject to customary terms and conditions. Parent and Merger Sub have committed to use their reasonable best efforts to obtain the financing on the terms and conditions described in the commitment letter relating to the financing (the Equity Commitment Letter). The consummation of the Merger is not subject to a financing condition; Outside date September 15, 2023;
>50% vote target; HSR expiry (attained Jan 23 2023);
TSEM
INTC
Tower Semiconductor
Intel Corporation
15-February-22
30-April-23
Merger
Friendly
Tech
53.00000
0.00000
41.60000
5400.00000
0.59976
11.42000
-8.45000
0.04
0.57
0.00000
53.00000
41.58000
11.41000
12.50603
34
JPMorgan
GS
Latham
Skadden / Yigal
Definitive agreement; TSEM is a leading foundry of high-value analog semiconductor solutions, provides technology and manufacturing platforms for integrated circuits (ICs) in growing markets such as consumer, industrial, automotive, mobile, infrastructure, medical, and aerospace and defense; Highly complementary transaction brings together Intels leading-edge nodes and scale manufacturing with Tower Semiconductors specialty technologies and customer-first approach to deliver leading technology and manufacturing capabilities and enhanced value to customers globally; Transaction is expected to be immediately accretive to Intels non-GAAP EPS; Intel intends to fund the acquisition with cash from the balance sheet; The transaction is expected to close in approximately 12 months. It has been unanimously approved by Intels and Towers boards of directors and is subject to certain regulatory approvals and customary closing conditions, including the approval of Towers stockholders; Valuation: 18.7x EPS (2023E), 8.2x EBITDA (2023E), 2.9x sales (2023E); Outside date February 15, 2023, subject to two (2) three-month extensions in order to obtain required regulatory approvals;
>50% vote target; HSR expiry; EC; China SAMR; Germany; Israel; Japan; UK CMA;
UNVR
Univar Solutions Inc.
Apollo
14-March-23
31-August-23
Merger
Friendly
Industrial
36.15000
0.00000
34.97000
8100.00000
0.20621
1.19000
-4.99000
0.03
0.19
0.00000
36.15000
34.96000
1.18000
0.08023
157
GS / DB
JPMorgan / BMO / BNP / CS / Guggenheim / HSBC / Mizuho / RBC / W
Wachtell
Paul / Cleary
Definitive merger agreement; Univar Solutions is a leading global specialty chemical and ingredient distributor representing a premier portfolio from the worlds leading producers; The Boards decision follows a comprehensive review of value creation opportunities for Univar Solutions; The merger agreement, which has been unanimously approved by the Univar Solutions Board of Directors, provides that Univar Solutions shareholders will receive $36.15 in cash for each share of common stock they own; The transaction includes a minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority ("ADIA"). The transaction will be financed with equity provided by the Apollo Funds, a minority equity investment from a wholly owned subsidiary of ADIA and a committed debt financing package; The transaction is expected to close in the second half of 2023, subject to customary closing conditions, including approval by Univar Solutions shareholders and receipt of regulatory approvals; The transaction is not subject to a financing condition; Valuation: 10.9x EPS (2024E), 8.4x EBITDA (2024E), 0.72x sales (2024); Outside date: six month anniversary of the signing of the Merger Agreement subject to (x) up to one automatic three-month extension if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived; Affiliates of funds managed by affiliates of Apollo, on the one hand, and a wholly owned subsidiary of ADIA, on the other hand (each, an Investor, collectively, the Investors) have severally committed to capitalize Parent at the Closing with an aggregate equity contribution equal to $3.8 billion on the terms and subject to the conditions set forth in the signed equity commitment letter. Certain financial institutions have severally committed to provide Parent debt financing consisting of a $2.1 billion senior secured term loan facility, a $2.0 billion senior secured bridge loan facility, and a $1.4 billion senior secured asset-based revolving facility on the terms set forth in related debt commitment letters;
>50% vote target; HSR expiry;
USX
KNX
U.S. Xpress Enterprises, Inc.
Knight-Swift Transportation Holdings Inc.
20-March-23
15-July-23
Merger
Friendly
Industrial
6.15000
0.00000
5.96000
808.00000
3.10000
0.20000
-4.45000
0.58000
0.01
0.04
0.00000
6.15000
5.95000
0.19000
0.10994
110
JPMorgan
King / Holland
Scudder / Fried
Agreement and Plan of Merger; U.S. Xpress is based in Chattanooga, Tennessee and generated approximately $2.2 billion in total operating revenue in 2022 while serving its blue-chip customer base through a network of approximately 14 facilities, primarily located across the eastern United States. U.S. Xpress fleet includes approximately 7,200 tractors and 14,400 trailers, including tractors provided by approximately 1,000 independent contractors; The transaction has been unanimously approved by the Board of Directors of Knight-Swift and a Special Committee of the independent directors of the U.S. Xpress Board of Directors (Special Committee); It is expected to close late in the second quarter or early third quarter of 2023, subject to customary closing conditions; Based on 2022 results, U.S. Xpress is expected to add approximately $2.2 billion in total operating revenue (including $1.8 billion in truckload revenue), 7,200 tractors, and 14,400 trailers to Knight-Swifts consolidated enterprise. After the transaction, Knight-Swifts consolidated revenue run-rate is expected to approach $10 billion, while the truckload fleet will have approximately 25,000 tractors and 93,000 trailers; The transaction is expected to be accretive to Knight-Swifts adjusted earnings per share(1) starting in 2024; Knight-Swift operates one of the largest asset-based truckload fleets in North America while delivering leading profitability; In the transaction, U.S. Xpress stockholders will receive $6.15 per share in cash for each outstanding share of U.S. Xpress Class A and Class B common stock, except Max Fuller, Executive Chairman of U.S. Xpress, and Eric Fuller and related entities (collectively, the Fullers) will rollover a portion of their shares of U.S. Xpress into an approximately 10% interest in a new Knight-Swift subsidiary formed to hold the U.S. Xpress business post-closing; The total enterprise value of $808 million for U.S. Xpress represents Knight-Swift assuming U.S. Xpress $484 million of outstanding debt and finance leases and purchasing its outstanding equity for $324 million, or $6.15 per share, and excludes its $336 million of operating lease liabilities for the purposes of this calculation (debt and lease balances as of December 31, 2022). As of December 31, 2022, U.S. Xpress had approximately $96 million in outstanding borrowings under its secured revolving credit facility and $388 million in other long-term debt and finance leases; Knight-Swift had approximately $1.3 billion unrestricted cash and available liquidity on December 31, 2022, a portion of which will fund the transaction; After the closing of the transaction, U.S. Xpress will continue as a separate brand and operation to minimize disruptions for the driving associates, shop and office employees, and customers; The transaction is not conditioned on financing and is subject to regulatory and other customary conditions, including approval of holders of a majority of the voting power of the outsta
>50% vote target; Majority of minority vote target; HSR expiry;
VLTA
SHEL
Volta Inc
Shell plc
18-January-23
31-March-23
Merger
Friendly
Industrial
0.86000
0.00000
0.85250
169.00000
0.17808
0.00960
-0.12040
0.02300
0.04
0.07
0.00000
0.86000
0.85040
-0.00040
-0.04202
4
GS / Barclays / RJ
UBS
Shearman
Norton
Definitive merger agreement; Volta Inc. is an industry-leading electric vehicle ("EV") charging and media company; As part of the agreement, an affiliate of Shell will provide subordinated secured term loans to Volta to bridge Volta through the closing of the transaction; Voltas Board of Directors, having determined that the transaction is in the best interests of the companys stockholders, has unanimously approved the transaction and recommends that Voltas stockholders approve the transaction and adopt the merger agreement at the special meeting of stockholders to be called in connection with the transaction; The transaction is expected to close in the first half of 2023; The closing of the merger is subject to the approval of Voltas stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other applicable regulatory approvals, and other customary closing conditions; Valuation: 0.97x sales (2024E); Outside date April 30, 2023;
>50% vote target; HSR expiry (filed Jan 25 2023, attained Feb 25 2023); French Ministry of Economy (filed Jan 31 2023, attained Mar 13 2023);
VMW
AVGO
VMware, Inc.
Broadcom Inc.
26-May-22
31-December-23
Merger
Friendly
Tech
71.25000
0.12600
123.75000
69000.00000
0.45953
25.34222
-21.52698
0.50200
0.01
0.54
0.00000
148.86221
123.52000
25.00291
0.27272
279
GS / JPMorgan
Barclays / BofA / Citi / CS / MS / Wells
Gibson
Wachtell / OMelveny / Cleary
Definitive agreement; VMware is a leading provider of multi-cloud services for all apps, enabling digital innovation with enterprise control; Advances Broadcoms strategy to build the worlds leading infrastructure technology company, with track record of acquiring established, mission-critical platforms; Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, VMware shareholders will elect to receive either $142.50 in cash or 0.2520 shares of Broadcom common stock for each VMware share. The shareholder election will be subject to proration, resulting in approximately 50% of VMwares shares being exchanged for cash consideration and 50% being exchanged for Broadcom common stock; Broadcom shareholders will own approximately 88% and current VMware shareholders will own approximately 12% of the combined company on a fully diluted basis; Michael Dell and Silver Lake, which own 40.2% and 10% of VMware shares outstanding, respectively, have signed support agreements to vote in favor of the transaction, so long as the VMware Board continues to recommend the proposed transaction with Broadcom; In connection with the transaction, Broadcom obtained commitments from a consortium of banks for $32 billion in new, fully committed debt financing; The transaction, which is expected to be completed in Broadcoms fiscal year 2023 (ends Oct 31 2023), is subject to the receipt of regulatory approvals and other customary closing conditions, including approval by VMware shareholders; 40-day go-shop expires July 5, 2022; Valuation: 20.0x EPS (2023E), 14.1x EBITDA (2023E), 5.0x sales (2023E); Outside date February 26, 2023, subject to three extensions of three months each (at either Broadcom or the Companys election); Nov 21 2022 UK CMA investigating deal; Jan 25 2023 UK CMA launched phase 1 merger inquiry, deadline Mar 22 2023; Feb 17 2023 extended outside date to May 26 2023; Mar 22 2023 VMW / AVGO merger may be expected to result in a substantial lessening of competition, will be referred for an in-depth, Phase 2 investigation unless the parties offer an acceptable undertaking to address these competition concerns; Mar 29 2023 informed UK CMA that it would not offer undertakings, UK CMA referred merger for a phase 2 investigation, deadline Sept 12 2023;
>50% vote target; HSR expiry (received second request from FTC on July 11 2022); EC; SAMR; UK CMA (announced investigation Nov 21 2022, phase 2 Mar 22 2023); South Africa (attained Dec 8 2022);
XM
Qualtrics
Silver Lake / CPP Investments
13-March-23
31-August-23
Merger
Friendly
Tech
18.15000
0.00000
17.76000
12500.00000
0.61909
0.40000
-6.54000
0.95900
0.02
0.06
0.00000
18.15000
17.75000
0.39000
0.05183
157
MS / Barclays / GS
JPMorgan
Goodwin / Shearman / Freshfields
Latham / Simpson
Definitive agreement; Qualtrics is the leader and pioneer of the experience management (XM) software category; The transaction is fully financed by equity commitments from Silver Lake and co-investors together with $1.75 billion in equity from CPP Investments and $1 billion in debt; Qualtricss Board of Directors, as well as a Qualtrics committee of independent directors, has approved the transaction, which has also been approved by SAP in its capacity as the principal shareholder of Qualtrics. No other shareholder approval is required; The transaction is expected to close in the second half of 2023, subject to the satisfaction of customary closing conditions, including the receipt of the requisite regulatory approvals; Following execution of the Merger Agreement, SAP America, Inc., which holds approximately 95.9% of the combined voting power of the outstanding shares of Class A common stock of the Company, executed and delivered to the Company a written consent approving and adopting the Merger Agreement and the Transactions, including the Merger. As a result of the execution and delivery of the Written Consent, the holders of at least a majority of the (i) outstanding shares of Common Stock with the right to vote thereon and (ii) outstanding shares of Class B Common Stock (voting as a separate class) have adopted and approved the Merger Agreement; The completion of the Merger is not subject to any financing condition; Outside date September 8, 2023 (automatically be extended to December 7, 2023 if certain regulatory closing conditions have not been satisfied); Pursuant to equity commitment letters, each dated March 12, 2023, Silver Lake Partners VI DE (AIV), L.P. (SL Investor 1), Silver Lake Partners VII DE (AIV), L.P. (SL Investor 2) and Silver Lake Strategic Investors VI, L.P. (SL Investor 3), on the one hand, and CPP Investment Board (USRE V) Inc. (CPP Investor), on the other hand, have committed to provide Parent, on the terms and subject to the conditions set forth in the respective equity commitment letter, an aggregate equity contribution in an amount that is sufficient to fund the payment of the aggregate Merger Consideration in accordance with the Merger Agreement at the closing of the Merger; Valuation: 58.0x EPS (2024E), 36.9x EBITDA (2024E), 6.54x sales (2024E); Silver Lake holds 13.94% of shares;
HSR expiry;