Deal Pipeline
Monday 16 April 2018
The following is a list of deals covered in detail by M and A Navigator this week:


-DA DAVIDSON ADVISES SETPOINT SYSTEMS, SETPOINT ON COMBINED SALE TO JR AUTOMATION

US-based D.A. Davidson and Co. served as exclusive financial advisor to both US-based automation solutions firm Setpoint Systems and amusement and theme parks ride designer Setpoint, Inc in their separate sales to US-based automated manufacturing and technology solutions provider JR Automation Technologies, the firm said.
JR Automation is a portfolio investment of Crestview Partners, a New York-based private equity firm. Terms of the transaction were not disclosed. Setpoint Systems and Setpoint Inc. are distinct entities and shareholder groups creating automation solutions for e-commerce, amusement, and other industries.
Status: Agreed


-FAIRPOINTE CAPITAL SUPPORTS CHICAGO BRIDGE AND IRON MERGER WITH MCDERMOTT

US-based investment advisor Fairpointe Capital LLC supports the proposed merger of US-based engineering, procurement and construction company Chicago Bridge and Iron (NYSE: CBI) and McDermott International (NYSE: MDR) and will vote in favour of the transaction at the upcoming shareholder meetings on 2 May, the firm said.
Fairpointe Capital has voting control of 5.9% of the outstanding shares of McDermott International and 5.9% of the outstanding shares of Chicago Bridge and Iron.
Status: Agreed


-WRIGHT INVESTORS' SERVICE TO SELL INVESTMENT MANAGEMENT AND FINANCIAL ADVISORY FIRM WINTHROP

The board of US-based Wright Investors' Service Holdings, Inc. (OTC: WISH) has voted to enter into a stock purchase agreement providing for the sale of 100% of the issued and outstanding common stock of WISH's The Winthrop Corp. investment management and financial advisory subsidiary to Khandwala Capital Management, Inc., the firm said.
Khandwala Capital Management is a company principally owned and controlled by Amit S. Khandwala, the current co-chief executive officer and chief Investment officer of Winthrop. Winthrop, through its wholly owned subsidiary Wright Investors' Service, Inc., is an investment management and financial advisory firm. 
Status: Agreed


-BREITBURN ENERGY PARTNERS COMPLETES CHAPTER 11 REORGANISATION; EMERGES AS NEWLY-FORMED COMPANY

US-based oil and gas company Maverick Natural Resources, LLC began operating on April 6, 2018, after it emerged from Chapter 11 as the successor to Breitburn Energy Partners LP, the company said.
Maverick is majority-owned and controlled by funds and accounts managed by EIG Global Energy Partners. As a result of the restructuring process, Maverick has debt of approximately USD 105m, which is substantially lower than Breitburn's USD 2.96bn debt balance prior to initiating the restructuring process.
Status: Closed

-SITEONE LANDSCAPE SUPPLY ACQUIRES TERRAZZO AND STONE SUPPLY
US-based landscape supplies distributor SiteOne Landscape Supply, Inc. (NYSE: SITE), has acquired US-based Terrazzo and Stone Supply, the company said.
Founded in 1956, Terrazzo is in the distribution of natural stone and hardscapes products with locations in Bellevue and Marysville, Washington. SiteOne Landscape Supply is the largest and only national wholesale distributor of landscape supplies in the United States and has a growing presence in Canada.
Status: Closed

-ILLINOIS GAMING BOARD APPROVES PENN NATIONAL GAMING'S PENDING ACQUISITION OF PINNACLE ENTERTAINMENT
The Illinois Gaming Board approved the proposed financing for US-based casino operator Penn National Gaming, Inc.'s (PENN: NASDAQ) pending acquisition of Pinnacle Entertainment, Inc. (NASDAQ: PNK), subject to customary conditions, Penn said.
Completion of the proposed transaction is contingent on receipt of additional regulatory approvals, as well as certain other conditions. Last month, the Pennsylvania Gaming Control Board and the West Virginia Lottery Commission conditionally approved the company's pending acquisition of Pinnacle Entertainment.
Status: Agreed

-AMAZON CLOSES ACQUISITION OF VIDEO DOORBELL MAKER RING
US-based online retailer Amazon (NASDAQ: AMZN) has closed its acquisition of US-based video doorbell maker Ring, the company said.
The deal is worth around USD 1bn. Amazon said the two companies will work together to accelerate Ring's mission to reduce crime in neighbourhoods with affordable home security products and services, so more customers can see, hear, and speak to people on their property from anywhere.
Status: Closed

-HEARST BUYS REMAINING 20% OF FITCH GROUP
US-based media company Hearst has purchased from Fimalac S.A. an additional 20% interest in global financial information services company Fitch Group, bringing Hearst's equity interest to 100%, the company said.
The transaction is valued at USD 2.8bn. Hearst acquired its original interest in Fitch Group in 2006, and increased its holdings to 80% in 2015. Fitch Group, comprised of Fitch Ratings, Fitch Solutions and Fitch Learning, provides insights and analysis which are critical to the global financial community.
Status: Closed

-HAWKER PACIFIC AGREES TO USD 250M JET AVIATION BUYOUT
US-based private equity firm Britton Hill Partners is selling portfolio company Hawker Pacific, an Australia-based aviation service provider Airservices Ltd., to US-based FBO Jet Aviation for USD 250m, the firm said.
Founded in 1978 and headquartered in Sydney, Australia, Hawker Pacific is the largest business and general aviation service provider within the Asia Pacific region, the fastest-growing market for private aviation globally.
Status: Agreed

-ESSENDANT, GENUINE PARTS' SP RICHARDS BUSINESS PRODUCTS DISTRIBUTION UNIT MERGE
US-based workplace items distributor Essendant (NASDAQ: ESND) and US-based automotive replacement parts distributor Genuine Parts Company (NYSE: GPC) have entered into a definitive agreement to combine Essendant and Genuine Parts company's S.P. Richards business products distribution business, the companies said.
The transaction, which has been unanimously approved by the boards of Essendant and Genuine Parts, is expected to be tax free to the companies' respective shareholders. This transaction creates a company with pro forma 2017 net sales of approximately USD 7bn, USD 300m in Adjusted EBITDA, 4.2% Adjusted EBITDA margins.
Status: Agreed

-QUALTRICS ACQUIRES CUSTOMER EXPERIENCE MEASUREMENT AND RATING FIRM DELIGHTED
US-based customer experience company Qualtrics has acquired US-based customer experience measurement and rating firm Delighted, the company said. Qualtrics' customer experience platform for the enterprise serves more than 8,500 customers in over 90 countries.
With the acquisition of Delighted, the ultimate "do-it-yourself" CX product, Qualtrics is now enabling even the smallest organizations to get a pulse on their customers and take immediate action. Used by over 1,500 companies, five-year-old Delighted has been very successful helping measure and improve customer experience at small and medium businesses.
Status: Closed

-ABRY PARTNERS ACQUIRES WEBSITE SECURITY SOLUTIONS FIRM SITELOCK
US-based private equity firm Abry Partners has acquired US-based website security solutions specialist SiteLock, the firm said.
Founded in 2008, SiteLock is the provider of cloud-based, comprehensive website security solutions, and its innovative and award-winning products protect more than 12m websites globally. In 2017, SiteLock was named by Deloitte as the fastest growing software company in Arizona for the third consecutive year, and the fastest growing company in Arizona overall.
Status: Closed

-SPECIALTY PROGRAM GROUP ACQUIRES MARINE AND CRANE INSURANCE BUSINESS FROM NORMAN-SPENCER AGENCY
US-based insurance holding company for specialty brokerages and underwriting facilities Specialty Program Group, LLC has acquired the assets of Norman-Spencer Agency's crane programme, personal lines watercraft program and commercial lines recreational marine program divisions, the company said.
With offices across the country, NSA's personal lines watercraft program and commercial lines recreational marine program divisions focus on providing solutions for personal and commercial recreational marine risks including personal watercraft, yachts, marinas, boat dealers, yacht brokers, boat repair businesses, and yacht clubs.
Status: Closed

-UNIFI ENTERS TO ACQUIRE THE DYED YARN BUSINESS AND ASSETS OF NATIONAL SPINNING
US-based synthetic and recycled yarns provider Unifi, Inc.'s (NYSE: UFI) domestic operating subsidiary, Unifi Manufacturing, Inc., has entered into an agreement to acquire the dyed yarn business and assets of National Spinning Co., Inc., the company said.
Unify expects the acquisition to enhance its position as a leading producer of dyed staple and filament yarn in the region, and will add acrylic and wool products to the company's dyed yarn portfolio. The companies expect the transaction to close in May 2018, subject to typical closing conditions. Unifi intends to transition the dyed yarn business from National Spinning's facility in Burlington, North Carolina, to Unifi's state-of-the-art dye house in Reidsville, N.C.
Status: Agreed

-FIELDWOOD ENERGY CLOSES ACQUISITION OF NOBLE ENERGY'S DEEPWATER ASSETS
US-based Fieldwood Energy LLC has closed its acquisition of all of Noble Energy, Inc.'s (NYSE: NBL) deepwater oil and gas assets located in the Gulf of Mexico, the company said.
The acquisition was a key component of Fieldwood's restructuring and recapitalisation plan, which was confirmed last week by the Bankruptcy Court for the Southern District of Texas. Through the prepackaged plan, Fieldwood raised USD 525m of capital which was used to fund the acquisition and provide general working capital, while reducing its debt levels by USD 1.6bn and eliminating USD 134m in annual cash interest.
Status: Closed

-WORD OF MOUTH SALES PLATFORM VERVE ACQUIRES STUDENT TRAVEL FIRM JUSCOLLEGE IN USD 25M DEAL
UK-based word of mouth marketing brand Verve has acquired US-based student travel firm JusCollege, the company said. The acquisition, valued at USD 25m including ongoing incentives, instantly expands Verve's area of focus in music and sporting experiences to include trips to the top 40 US student destinations.
Verve is partnered with ticketing providers including Ticketmaster, Eventbrite, Paylogic and Front Gate Tickets along with its existing client base of over 500 music and sporting events including Insomniac, C3 Presents, Bonnaroo, React Presents and Reading and Leeds.
Status: Closed

-BLACKSTONE UNIT WINS INVESTMENT CANADA ACT APPROVAL FOR PURE INDUSTRIAL REAL ESTATE TRUST ACQUISITION
US-based investment firm Blackstone's (NYSE: BX) Blackstone Property Partners Core+ real estate investment unit has received Investment Canada Act approval in connection with the firm's pending acquisition of Canadian REIT Pure Industrial Real Estate Trust (TSX: AAR.UN)
The arrangement has previously received shareholder approval, court approval and clearance under the Competition Act (Canada). No further regulatory or shareholder approvals are required in connection with the arrangement. The Arrangement is expected to be completed in 2Q18 year.
Status: Agreed

-INVESTCORP ACQUIRES AFTERMARKET AUTO BODY SUPPLIER KSI TRADING
US-based alternative investment firm Investcorp has acquired US-based aftermarket auto body supplier KSI Trading Corp, the firm said. Founded in 1984, KSI is a distributor of quality replacement auto body parts servicing over 10,000 collision repair shop customers across 25 locations in 14 states.
In addition to top quality products, KSI has succeeded in providing superior customer service, rapid order turnaround and competitive pricing over the last three decades.
Status: Closed

-THRIVE ACQUIRES MAINE, US IT SUPPORT FIRM BIZCOMPASS
US-based managed services provider Thrive has completed a merger transaction with Maine, US-based IT support firm BizCompass, the company said.

BizCompass serves the greater Portland, Maine area. Led by CEO Tony Correale and CTO John Burghardt, BizCompass has grown to become a well-respected and recognized MSP in Maine and the surrounding northern New England region.
Status: Closed

-IFM CLOSES ACQUISITION OF SPANISH TRANSPORTATION INFRASTRUCTURE CONCESSION PORTFOLIO OHL CONCESIONES
Australian fund manager IFM Investors' IFM Global Infrastructure Fund has completed the acquisition of 100% of Spanish transportation infrastructure concession portfolio OHL Concesiones S.A.U., the company said.
The equity purchase price was EUR 2,158 m (USD 2,643m). OHL Concesiones is a diversified portfolio of transportation infrastructure concessions with 19 assets across five countries, headquartered in Madrid, Spain.
Status: Closed

-ALTERNATIVE INVESTMENT GROUP TO ACQUIRE BERENS CAPITAL MANAGEMENT FUNDS AND TEAM
US-based investment firm Alternative Investment Group has agreed a transaction with US-based asset manager Berens Capital Management, which will involve the Berens Capital Management team and funds becoming part of Alternative Investment Group on 1 June, the firm said.
Berens Capital Management is a global asset manager known for its high-quality research and focus on emerging and frontier markets. Alternative Investment said the transaction will position the combined team as a leader in emerging markets multi-manager investing, with Berens Capital Management's emerging and frontier markets expertise complementing Alternative Investment Group's longstanding strengths in US and international long/short equity, credit, mortgages, event-driven and sustainability/ESG strategies.
Status: Agreed

-FON ACQUIRES XCELLAIR TO REINFORCE HOME WIFI SOLUTION
Spanish WiFi network Fon has acquired US-based XCellAir, a commercial initiative by mobile research and development company InterDigital Inc. (NASDAQ: IDCC), focused on WiFi Quality of Experience, the company said.
The acquisition strengthens Fontech, Fon's technology arm, which is focused on the development of wireless solutions for operators and enterprises, and further establishes Fon's position in the North American market where XCellAir's sales and technical teams are located.
Status: Closed

-P2P STAFFING SELLS MEDPARTNERS BUSINESS FOR USD 195M
Florida, US-based P2P Staffing Corp. has closed the sale of its MedPartners HIM business unit to AMN Healthcare, Inc. for USD 195m, with the potential for an additional USD 20m based on future performance, the company said.
P2P Staffing Corp. was founded in 2002 by Harris Katz and Vito Scutero when they launched TekPartners to provide technology solutions to include staffing, managed services, and project based capabilities. In 2006, the MedPartners HIM division was created under the P2P umbrella when Bob Bradley and Marci Wilhelm partnered with the P2P Founders. P2P generated 2017 revenue of approximately USD 225m of which USD 125m was contributed by MedPartners HIM.
Status: Closed

-ISEC7 MERGES WITH US ENTERPRISE MOBILITY SPECIALIST PARABAL
German mobile infrastructure company ISEC7 Group (ISEC7) has merged with Baltimore-based PaRaBaL Inc. (PaRaBaL) to meet the increasing market demands for enterprise mobility management solutions, the company said. Both companies have long-standing commitments to their customers' mobile experience specialising in developing, implementing and operating mobile infrastructures.
With their 100% focus on mobile operational excellence, customers reap the benefits of management dashboards and tools to aid continuous security and compliance. Together, teams will provide ISEC7's 360° Enterprise Mobility Portfolio, a holistic approach for strategy, design, integration and operations.
Status: Closed

-ONTARIO ENERGY BOARD DENIES HYDRO ONE'S PROPOSED ACQUISITION OF ORILLA POWER DISTRIBUTION
Canadian electricity transmission and distribution provider Hydro One Inc. has received a decision from the Ontario Energy Board denying its proposed acquisition of Orillia Power Distribution Corp. from the city of Orillia, Ontario.
Hydro One is reviewing the decision in detail and will determine the appropriate next steps. A copy of the decision is available on the OEB's website. On August 15, 2016, Hydro One announced the agreement to acquire OPDC for CDN 26.35m and the assumption of approximately CDN 14.9m of debt and regulatory liabilities for a total transaction value of CDN 41.3m.
Status: Terminated

-FEDERATED INVESTORS TO ACQUIRE MAJORITY INTEREST IN UK INTEGRATED ESG MANAGER HERMES INVESTMENT MANAGEMENT FROM BT PENSION SCHEME
US-based investment manager Federated Investors, Inc. (NYSE: FII) has agreed to acquire a majority interest in UK-based ESG investment specialist Hermes Fund Managers Ltd., which operates Hermes Investment Management, from UK-based pension scheme BT Pension Scheme, the company said.
Upon closing, Federated will pay GBP 246m (approximately USD 350m) to BTPS for a 60% interest in Hermes. Federated will fund the transaction through a combination of cash and an existing revolving credit facility. BTPS will retain a 29.5 % share in Hermes and will continue to invest in Hermes' strategies as a client. Certain members of Hermes' management will hold an aggregate 10.5% interest in Hermes.
Status: Agreed

-ASHFORD TO ACQUIRE PROJECT MANAGEMENT DIVISION OF REMINGTON
Texas, US-based asset management firm Ashford Inc. (NYSE American: AINC) has agreed to acquire the project management business of Texas-based hotel management organisation Remington Holdings, L.P., the company said.

Under the terms of the agreement, the company will acquire Remington's project management business for a total transaction value of USD 203m. The purchase price will be paid by issuing voting, convertible preferred stock to the sellers. The newly created convertible preferred stock will have a conversion price of USD 140 per share.

Status: Agreed


-CLUB OS ACQUIRES LEAD DOLPHIN TO EXPAND IN HEALTH/FITNESS INDUSTRY

Pennsylvania, US-based gym and studio management software provider Club OS has acquired Tennessee, US-based Lead Dolphin, a CRM provider for fitness businesses to expand its footprint in the health and fitness industry, the company said.
Club OS said Lead Dolphin has provided intuitive sales and marketing analytics dashboards that complement what Club OS does. By combining industry knowledge and product expertise, the company will create a larger impact on the health club and studio software space. The acquisition provides current and new customers a higher level of technology and support.

Status: Agreed

-THE PRAEDIUM GROUP ACQUIRES MULTI-FAMILY APARTMENT COMMUNITY IN MINNEAPOLIS
New York, US-based real estate investment firm The Praedium Group has acquired Minnesota, US-based Maverick North Loop Apartments, a 168-unit multi-family community, the company said.

Maverick is located within the North Loop of Minneapolis, an area populated by young professionals, tech and creative focussed office users, upscale apartments, art galleries, and a nationally acclaimed restaurant scene.

Status: Agreed


-CALUMET SPECIALTY PRODUCTS PARTNERS ACQUIRES RENEWABLE TECHNOLOGY DEVELOPER BIOSYNTHETIC TECHNOLOGIES

Indiana, US-based hydrocarbon and fuels products producer Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) has completed the acquisition of California, US-based renewable technology developer Biosynthetic Technologies, LLC, the company said. 

Calumet said it plans to develop and commercialise these renewable esters at its existing esters manufacturing facility in Missouri.

Status: Agreed


-ARTHUR J GALLAGHER ACQUIRES HOUSTON-BASED INTEGRITY TRANSPORTATION INSURANCE

Illinois, US-based insurance brokerage Arthur J. Gallagher and Co. (NYSE: AJG) has acquired Houston-based Integrity Transportation Insurance Agency, LLC, the company said.

Gallagher said it has been looking to expand its transportation business in Texas and surrounding states.
Integrity Transportation helps achieve that objective, while providing additional opportunities to expand reverse-flow opportunities coming from Mexico.

Status: Agreed


-AMERICAN TRAFFIC SOLUTIONS ACQUIRES EURO PARKING COLLECTION

Arizona, US-based toll and violations management solutions provider American Traffic Solutions (ATS) has acquired UK-based Euro Parking Collection plc (EPC), specialising in the enforcement of payments of traffic penalty fines, the company said.

American Traffic Solutions is a portfolio company of Platinum Equity. Financial terms of the transaction were not disclosed. Certain seller shareholders will become shareholders of the combined group.

Status: Agreed


-SUNROC ACQUIRES WYOMING CONCRETE SUPPLIER ARROWHEAD CONCRETE

Wyoming, US-based construction services company Sunroc Corp. has closed the purchase of Wyoming-based concrete company, Arrowhead Concrete to expand Sunroc's sand, gravel and ready mixed concrete offerings, the company said.

The acquisition will amplify Sunroc's current Wyoming production ability, making Sunroc among the concrete pumping suppliers in the region. Arrowhead Concrete is a supplier of aggregates, ready-mixed concrete and other products, servicing municipalities, contractors and do-it-yourselfers in southwest Wyoming communities.

Status: Agreed


-OHIOGUIDESTONE TO ACQUIRE A RENEWED MIND TO OFFER RESPONSE TO OPOID EPIDEMIC

Ohio, US-based faith-based behavioural healthcare services provider OhioGuidestone has agreed to acquire Ohio-based not-for-profit, substance abuse services provider A Renewed Mind to expand solutions to opiod epidemic, the organisation said.

Under the member substitution agreement, A Renewed Mind will operate independently as a wholly owned subsidiary of OhioGuidestone. The two like-minded organisations are collaboratively strengthening their approach and reach, combining resources to achieve greater impact and long-term sustainability. The agreement will enable OhioGuidestone to enhance its response to the opioid crisis and to expand into Western Ohio, providing pathways for growth, achievement and lifelong success to even more people in need.

Status: Closed


-CLARIVATE ANALYTICS ACQUIRES UK-BASED KOPERNIO

Pennsylvania, US-based Clarivate Analytics has acquired London, UK-based AI-technology startup Kopernio to create a publisher-neutral platform for research workflow and analysis for scientific researchers, publishers and institutions, the company said.

This acquisition will address an issue in the discovery and access of scientific and academic research, which stems from the circuitous, time-consuming and manual routes that researchers take to access the journal articles they need, even when their institutions and organisations have legitimate subscription access.

Status: Agreed


-HUSQVARNA GROUP ACQUIRES MINORITY SHARE IN FRANKLIN ROBOTICS

Sweden-based outdoor power products producer Husqvarna Group has acquired 25% of Boston, US-based start-up Franklin Robotics, the company said.

The investment forms an important partnership for the Group, to further explore and accelerate customer-driven innovation within robotic applications in the lawn and garden market. Husqvarna Group's investment injects the capital and capabilities needed to commercialise Franklin Robotics' solar-powered, weed-killing robot Tertill.

Status: Agreed


-CLEARLAKE CAPITAL ACQUIRES WHEEL PROS TO SUPPORT GROWTH INITIATIVES

California, US-based private investment firm Clearlake Capital Group, L.P. has acquired Colorado, US-based aftermarket wheels distributor Wheel Pros Holdings, LLC, in partnership with the company's management team, the company said.

Clearlake said it looks forward to supporting Wheel Pros in its strategic growth initiatives, including further expanding its distribution network and increasing the breadth of its offering, both organically and through acquisitions.

Status: Agreed

-OGURY ACQUIRES FRENCH MOBILE PUBLISHER SOLUTION PROVIDER ADINCUBE

New York, US-based mobile data company Ogury has acquired France-based Adincube, a mediation solution for mobile publishers to extend monetisation capabilities for mobile app publishers, the company said. 

With the Adincube integration, Ogury further solidifies its standing as the only solution for publishers to accelerate commercial growth and use automation to holistically monetise their apps. Adincube uses artificial intelligence to integrate all demand partners without compromising user experiences or taxing publishers with labor-intensive processes to manage inventory buys. 

Status: Agreed


-PALO ALTO NETWORKS TO ACQUIRE SECDO TO EXPAND ENDPOINT SECURIYT SOLUTION

California, US-based security company Palo Alto Networks (NYSE: PANW) has agreed to acquire Israel-based security operations provider Secdo, to complement Palo Alto Networks' endpoint security offerings, the company said. 

The acquisition brings endpoint detection and response, or EDR, capabilities including unique data collection and visualisation to Palo Alto networks traps advanced endpoint protection and the application framework in order to enhance their ability to rapidly detect and stop even the stealthiest attacks.

Status: Closed


-KOPPERS ACQUIRES COX INDUSTRIAL TO STRENGTHEN POSITION AS A UTILITY POLE SUPPLIER

Pennsylvania, US-based treated wood products provider Koppers Holdings Inc.'s (NYSE: KOP) Koppers Inc subsidiary has agreed to acquire the industrial division of South Carolina, US-based marine construction products supplier Cox Industries, Inc., the company said.

The agreement to acquire Cox Industrial has been structured as an acquisition of stock, resulting in approximately USD 24m of net present value tax benefits to Koppers. Koppers expects that the combined company will achieve total synergies of at least USD 5.0m on an annualised basis. Koppers expects the acquisition to be accretive to earnings per share in 2018.

Status: Closed


-NUTRIBAND ACQUIRES 4P THERAPEUTICS FOR USD 1.9M

Florida, US-based health and pharmaceutical company Nutriband Inc. (OTC: NTRB) has acquired 100% interest in Georgia, US-based transdermal drug delivery company 4P Therapeutics Inc., the company said.

Nutriband has acquired 4P Therapeutics for a total of USD 1.9m, payable in both company stock and cash. 4P Therapeutics will receive 250,000 shares of common stock and a cash amount of USD 400,000. 
4P Therapeutics will now become the pharmaceutical and development arm of Nutriband Inc. with a specific focus on transdermal and topical technologies, prescription drugs and clinical development.

Status: Agreed