Deal Pipeline
Monday 05 March 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-KNOT OFFSHORE PARTNERS CLOSES ACQUISITION OF ANNA KNUTSEN

UK-based shuttle tanker operator Knot Offshore Partners LP's (NYSE: KNOP) Knot Shuttle Tankers AS subsidiary has acquired all of the ownership interests in Knot Shuttle Tankers 30 AS, the company that owns and operates the shuttle tanker Anna Knutsen, from Knutsen NYK Offshore Tankers AS, the company said.
The aggregate purchase price is USD 120m less USD 106.8m of outstanding indebtedness under the secured credit facility related to the vessel, plus approximately USD 1.4m for certain capitalised fees related to the financing of the Anna Knutsen.
Status: Closed


-FCB FINANCIAL CLOSES USD 88M ACQUISITION OF FLORIDIAN COMMUNITY BANK

Florida, US-based bank holding company FCB Financial Holdings, Inc. (NYSE: FCB) has closed the acquisition of Floridian Community in a merger transaction valued at USD 88.1m, the company said.
This deal was announced last October. Subject to the terms of the merger agreement, Floridian Community shareholders will receive 0.4584x shares of FCB class A common stock for each outstanding share of Floridian Community common stock and 1.75 m shares in the aggregate. Options to acquire Floridian Community common stock will be cashed out at the completion of the merger for approximately USD 4.0m.
Status: Closed


-HOWARD BANCORP CLOSES ACQUISITION OF 1ST MARINER BANK

Maryland, US-based bank holding company Howard Bancorp, Inc. (NASDAQ: HBMD) has closed its acquisition of1st Mariner Bank, the company said. Last August, Howard Bancorp and 1st Mariner Bank signed a definitive agreement and plan of reorganisation.
Upon the closing of the transaction, 1st Mariner will merge with Howard's wholly owned bank subsidiary, Howard Bank, and the combined organisation will operate under the Howard Bank name and be headquartered in 1st Mariner's existing Baltimore city location.
Status: Closed

-FIRST BANCSHARES CLOSES ACQUISITION OF SOUTHWEST BANC SHARES
Mississippi, US-based First Bancshares, Inc. (NASDAQ: FBMS) has closed the acquisition of Alabama, US-based 100% of the common stock of Southwest Banc Shares, Inc. in a cash and stock transaction, the company said.
First Bancshares, Inc. is the holding company for The First, A National Banking Association. Southwest Banc Shares, Inc. is the parent company of First Community Bank. Under the terms of the agreement and plan of merger, First Bancshares will pay shareholders of Southwest USD 60m in transaction value with 60% in stock and 40% in cash.
Status: Closed

-EVERBRIDGE LAUNCHES CASH TENDER OFFER TO ACQUIRE UNIFIED MESSAGING SYSTEMS ASA
Massachusetts, US-based event management and enterprise safety software applications provider Everbridge Holdings Ltd. and Everbridge, Inc. (NASDAQ: EVBG) has launched a voluntary cash offer to acquire the entire issued share capital of Norway based technology company Unified Messaging Systems ASA (Oslo Axess: UMS) in a recommended cash offer for NOK 268m (USD 33.6m), the company said.
The offer price represents a 44.8% premium to UMS' closing share price on 13 February 2018 and a 48.1% and 46.2% premium to the 90 day and 180-day volume weighted average stock price on 13 February 2018, the last trading day prior to the announcement of the Offer, respectively.
Status: Agreed

-EDGEMONT CAPITAL PARTNERS ADVISES ON SALE OF CHANDLER RADIOLOGY ASSOCIATES TO ENVISION HEALTHCARE
US-based healthcare-focused middle market investment bank Edgemont Capital Partners, L.P. acted as exclusive financial advisor to Arizona, US-based radiology services provider Chandler Radiology Associates in the sale of the company to Envision Healthcare Corp. (NYSE: EVHC), the firm said.
CRA's sale continues the trend of hospital outsourced clinical services consolidation, driven by regulatory pressures and most recently the implementation of the Medicare Access and CHIP Reauthorization Act of 2015, and marks the 71st transaction in radiology since 2008. The firm's 15 physicians staff two of the most active radiology departments in Phoenix, Arizona, with over 300,000 reads annually.
Status: Closed

-US FTC CLEARS INGEVITY TO ACQUIRE GEORGIA-PACIFIC'S PINE CHEMICALS BUSINESS FOR USD 315M
The US Federal Trade Commission has cleared US-based specialty chemical and carbon materials and technologies company Ingevity Corp.'s (NYSE: NGVT) pending acquisition of US-based pulp and paper company Georgia-Pacific's pine chemicals business for a cash purchase price of USD 315m, Ingevity said.
This deal was announced last August. Ingevity expects to close on the transaction in 1Q18. US-based specialty chemical and carbon materials and technologies company Ingevity Corp. (NYSE: NGVT) has reached an agreement with US-based pulp and paper company Georgia-Pacific to acquire Georgia-Pacific's pine chemicals business for a cash purchase price of USD 315m.
Status: Agreed

-SECURITY PRODUCTS MANUFACTURER ALLEGION CLOSES ACQUISITION OF AD SYSTEMS DOOR MAKER
A subsidiary of Ireland-based security products and solutions provider Allegion plc (NYSE: ALLE) has closed the acquisition of Washington, US-based high-performance door manufacturer Aurora Systems, Inc. (AD Systems), the company said.
Allegion said AD Systems is an innovator in door solutions that are sought across US healthcare, storefront and commercial office spaces because of their distinct designs that provide acoustics control, privacy and ADA compliance.
Status: Closed

-RV MAKER THOR INDUSTRIES CLOSES AUSTRALIA, NEW ZEALAND JV
US-based RV manufacturer Thor Industries has closed on a 50/50 joint venture with New Zealand-based RV rental and sales operator Tourism Holdings, Ltd (thl), the company said.
The joint venture, called TH2, was announced on 15 February 2018 and is committed to bringing the full benefit of digital connectivity and the sharing economy to RV owners around the world. TH2 will be focused on significantly enhancing the enjoyment and safety of RV enthusiasts by digitally connecting this fast-growing international marketplace.
Status: Closed

-INSUREZONE CLOSES PURCHASE OF THE PIA WEST MARKET ACCESS PROGRAMME
Texas, US-based online insurance sales company InsureZone has completed an asset purchase of the PIA Pacific Northwest wholesale operation and has signed a long-term marketing agreement as the exclusive wholesale services partner of PIA West, the company said.
Within this partnership, InsureZone plans to offer market access along with personal and commercial rating services to all agencies in the nine-state PIA West region.
Status: Closed

-LIFETIME BRANDS CLOSES USD 313M ACQUISITION OF FILAMENT BRANDS
US-based kitchenware and tableware products company Lifetime Brands, Inc. (NASDAQ: LCUT) has closed the acquisition of housewares provider Filament Brands, Lifetime said.
Last December, Lifetime Brands and housewares provider Filament Brands entered into a definitive agreement under which Lifetime will acquire Filament from middle market private equity firm Centre Partners in a cash and stock deal.
Status: Closed

-VERSCEND CLOSES ACQUISITION OF GENERAL DYNAMICS' PAYER PRODUCTS TO ENHANCE HEALTHCARE PAYMENT SOLUTIONS
Massachusetts, US-based data-driven healthcare solutions provider Verscend Technologies, Inc. has closed the acquisition of the commercial health insurance payer-focussed products business from Virginia, US-based General Dynamics Information Technology to detection and prevention of fraud, waste and abuse, the company said.
Veriscend said the announcement of the acquisition reinforces its market leadership in healthcare data analytics and commitment to helping payer organisations make sound clinical and financial decisions for the benefit of their members, businesses, and customers.
Status: Closed

-CONVERGEONE CLOSES ACQUISITION OF ARROW ELECTRONICS' SYSTEMS INTEGRATION BUSINESS
US-based collaboration and technology solutions provider ConvergeOne has closed the acquisition of electronic products, services company Arrow Electronics' Systems Integration business, the company said.
The business specialises in unified communications, contact centre, and voice and data technologies. This acquisition further solidifies ConvergeOne's position as a provider of collaboration and IT-enabled solutions. ConvergeOne serves as an advisor to more than 7,200 customers, including 57% of the Fortune 100 and 43% of the Fortune 500 customers across the healthcare, finance, manufacturing, education, and energy industries.
Status: Closed

-ROLLINS PURCHASES LOUISVILLE, USA'S OPC PEST SERVICES
Atlanta, US-based consumer and commercial pest-control services company Rollins, Inc. (NYSE: ROL) has completed its acquisition of Louisville, US-based pest control services provider OPC Services, the company said.
OPC Services will continue to operate as a separate business, and one of Rollins' Specialty Brands, along with HomeTeam Pest Defense, Northwest Exterminating, Western Pest Services and Waltham Pest Services. Based in Louisville, Ky., OPC Services was founded in 1972 by the late Lamon Blake and his son Donnie Blake.
Status: Closed

-UNION PARTNERS ACQUIRES MANUFACTURER LAMINATION SPECIALTIES
US-based metals and logistics company Union Partners has acquired electrical steel laminations manufacturer Lamination Specialties Corp., the company said. Operating out of three locations throughout the greater Chicagoland area, the company distributes products throughout North America and overseas.
In addition to its lamination capabilities, the company also operates a full-service electrical steel service center with value-added capabilities. As the company transitions to new ownership, there will be no disruption of services.
Status: Closed

-MASSMUTUAL INTERNATIONAL TO SELL 85.1% OF MASSMUTUAL JAPAN TO NIPPON LIFE FOR USD 935M
US-based insurer Massachusetts Mutual Life Insurance Company's MassMutual International LLC international insurance holding company and Japanese life insurer Nippon Life Insurance Co. have entered into a transaction in which MassMutual International will sell approximately 85.1% of its MassMutual Japan life insurance and wealth management affiliate to Nippon Life, the company said.
Under the terms of the transaction, which is expected to close in the first half of 2018, MassMutual International will receive approximately USD 935m in cash (JPY 104.2.bn), while retaining approximately 14.9% ownership in MassMutual Japan.
Status: Agreed

-BELL MEDIA ACQUIRES INDEPENDENT GROCER ONLINE DIGITAL ADVERTISING PLATFORM CARTED
US-based digital marketing agency Bell Media has acquired US-based Carted, an online shopping and digital marketing provider for grocers, the firm said. Carted offers tools designed specifically for the independent grocer, and features three layers of marketing products that will allow grocers to quickly utilise features previously only appreciated by larger chains.
The platform, at its very basic level offers a digital brochure website replete with such features as digital weekly ads, integrations with the Reach Offers coupon platform and allows for the displaying of recipes and enables customers to build online shopping lists.
Status: Closed

-M/I HOMES CLOSES ACQUISITION OF PINNACLE HOMES TO EXPAND INTO MICHIGAN
Ohio, US-based homebuilder M/I Homes, Inc. (NYSE: MHO) has closed the acquisition of the residential homebuilding assets and operations of Michigan, US-based homebuilder Pinnacle Homes, to expand into the Michigan market, the company said.
Pinnacle currently controls more than 1,000 home sites and delivered 214 homes in 2017. M/I Homes said this acquisition represents a strategic fit for M/I Homes and further enhances its market position with a well-established operation and land position in a dynamic and growing housing market.
Status: Closed

-PORCARO STOLAREK METE PARTNERS ACQUIRES CHICAGO TECHNOLOGY ADVISORS
Chicago, US-based strategy, technology and talent consulting services provider Porcaro Stolarek Mete Partners LLC has acquired Chicago, US-based IT managed services firm Chicago Technology Advisors, the company said.
The purchase adds to the portfolio of PSM clients and services and expands its team of engineers and consultants. Porcaro Stolarek Mete said the all-cash purchase of the managed services provider fits into the company's strategy and dedication to serving the long-term IT needs of the Chicago small and medium business space.
Status: Closed

-QUALITY CARE PROPERTIES TO ACQUIRE BANKRUPT HCR MANORCARE 'S SKILLED NURSING, ASSISTED LIVING, HOSPICE AND HOMECARE BUSINESSES
US-based real estate company Quality Care Properties, Inc. (NYSE: QCP) and HCR ManorCare, Inc. have reached an agreement to transition the ownership and leadership of HCR ManorCare, including its skilled nursing, assisted living, hospice and homecare businesses to QCP, the companies said.
Under QCP's ownership and with new leadership, HCR ManorCare will continue to focus on providing superior patient care in this vital sector of healthcare. QCP and HCR ManorCare have agreed to effect this transaction through a prepackaged plan of reorganisation pursuant to a Plan Sponsor Agreement entered into between the parties.
Status: Agreed

-DEERE TO ACQUIRE SPANISH CARBON FIBRE TECHNOLOGY PRODUCTS MAKER KING AGRO
US-based agriculture, construction and lawn and garden equipment manufacturer Deere and Company (NYSE: DE) has signed a definitive agreement to acquire Spanish carbon fibre technology products manufacturer King Agro, the company said.
King Agro has headquarters in Valencia, Spain and a production facility in Campana, Argentina. In 2015, John Deere and King Agro agreed to develop and distribute carbon fiber booms for John Deere application equipment in agriculture, offering growers the advantages of carbon fibre's versatility, strength and durability in self-propelled spraying equipment.
Status: Agreed

-INTERSTATE HOTELS AND RESORTS ACQUIRES MANAGEMENT PLATFORM FROM GATEWAY HOSPITALITY
US-based hotel management company Interstate Hotels and Resorts has acquired the management platform from US-based hotel developer and manager Gateway Hospitality Group, the company said.
The 20-hotel portfolio will be operated under Interstate Gateway Management LLC, a subsidiary of Interstate Hotels and Resorts, with founder Bob Voelker and partner Ron Hutcheson joining Interstate in executive-level asset management and owner relations responsibilities for this portfolio. Gateway has a track history of developing and managing hotels throughout the United States.
Status: Closed

-CASTLETON COMMODITIES CLOSES ACQUISITION OF GAS TRADING BUSINESS FROM AVANGRID
US-based commodities merchant Castleton Commodities International LLC has closed on the acquisition of Enstor Energy Services, LLC, the gas trading business of US-based energy company Avangrid Renewables Holdings, Inc., the company said.
Avangrid Renewables Holdings is a wholly-owned subsidiary of US-based utility operator Avangrid, Inc. CCI's US Natural Gas business consistently ranks among the top marketers of natural gas in the US transacting on approximately 100 pipelines and over 60 storage facilities to create a geographically diverse portfolio of natural gas assets.
Status: Closed

-HARPERCOLLINS PUBLISHERS BUYS AMERICAN MANAGEMENT ASSOCIATION'S AMACOM TRADE BOOK ASSETS
US-based consumer book publisher HarperCollins Publishers has acquired the trade book assets of AMACOM from the American Management Association International, the company said. HarperCollins will take over all front list and backlist publication, sales, distribution, and licensing of the more than 600 books in AMACOM's catalog.
AMACOM, which primarily focuses on personal and professional growth and business leadership, will be a sub-imprint of the recently launched HarperCollins Leadership imprint, which is run out of the company's Nashville, TN offices.
Status: Closed

-K2 ACQUIRES GENERAL LIABILITY AND GAS AND PROPANE DISTRIBUTION BUSINESSES FROM ROCKHILL INSURANCE
US-based specialty insurance services holding company K2 Insurance Services, LLC has acquired the Rockhill Insurance Group's (Rockhill) General Liability and Gas and Propane Distribution lines of business, the company said.
Rockhill is a subsidiary of State Automobile Mutual Insurance Company (State Auto). The transaction includes K2's purchase of Rockhill subsidiary Partners General Insurance Agency, LLC. The PGIA General Liability operations will continue in its current locations of Simi Valley, Calif.; Naperville, Ill.; Richmond, Va.; and Dallas, Texas.
Status: Closed

-MARKETING AGENCY 3Q DIGITAL BUYS ITSELF BACK FROM HARTE HANKS
US-based marketing agency 3Q Digital is purchasing itself back from Harte Hanks, Inc., which acquired 3Q Digital in early 2015, the agency said. 3Q Digital, which encompasses nine offices across the country and USD 700m annual spend under management, said it takes its place as the largest independent agency in digital marketing, a position it held before acquisition in 2015.
The agency's approach to partnership, which integrates strategy and growth services into a full suite of marketing channels, has helped clients including Pinterest, Blurb, UNTUCKit, Stitch Fix, and SurveyMonkey.
Status: Agreed

-MERCIA TECHNOLOGIES SELLS UK SOFTWARE AND IT SERVICES FIRM SCIENCE WAREHOUSE
UK-based investment group Mercia Technologies plc (AIM: MERC) has sold UK-based enterprise software and IT services firm Science Warehouse Ltd., one of the group's direct investments, to Advanced Business Software and Solutions Ltd., for a total cash consideration of GBP 16.9m (USD 23.33m), the company said.
Mercia will receive proceeds of GBP10.5m (net of transaction expenses) and will recognise an immediate realised gain of GBP0.6m, compared with the holding value of GBP 9.9m as at 30 September 2017. The sale represents a return to Mercia of 14.2% on its total investment cost of GBP 9.2m.
Status: Closed

-INNOVIA MEDICAL ACQUIRES UK-BASED NETWORK MEDICAL
Minnesota, US-based medical equipment manufacturer Innovia Medical, LLC has acquired UK-based single-used medical equipment designer/manufacturer Network Medical Products Ltd. to diversify offerings and expand surgical platform, the company said.
Innovia said it would add Network's patented range of corneal graft instruments and disposable products to Innovia's existing family of brands that includes ENT, Instrusafe, and Minne Ties. This acquisition helps strengthen Innovia's portfolio of product solutions. Innovia Medical, LLC is the medical products platform of Chicago, US-based private equity firm Shore Capital Partners.
Status: Closed

-CENTEROAK INVESTS IN JN PHILLIPS AUTO GLASS TO FORM TRUROAD HOLDINGS
Dallas, US-based private equity firm CenterOak Partners LLC has invested in US-based JN Phillips Auto Glass in combination with Techna Glass, Inc. to provide capital to support the growth of new automotive glass and claims-management company TruRoad Holdings, Inc., the company said.
Terms of the transaction were not disclosed. CenterOak Partners invested in TruRoad with capital from its USD 420m CenterOak Equity Fund I, L.P. CenterOak said while TruRoad's origins are in auto glass repair, replacement and recalibration services, the company is positioned to utilise its technology infrastructure and knowledgeable employee base to schedule and complete same-day and next-day auto service and insurance claim resolution across a broader product offering.
Status: Closed

-ADM ACQUIRES EQUITY STAKE IN RUSSIA-BASED ASTON FOODS
Chicago, US-based food processor Archer Daniels Midland Company (NYSE: ADM) has agreed to acquire a 50% equity stake in the Russia-based sweeteners and starches business of Aston Foods and Food Ingredients to expand in global sweetners and starches market, the company said.
Under the terms of the agreement, ADM will become 50% owner of Aston's corn wet mills in Ibred and Novlyanka, which are located close to major customers in the Russian food and beverage industry. ADM is targeting a close for the transaction, which is subject to regulatory approval, late in 2Q18.
Status: Agreed

-EPIC OFFSHORE TO ACQUIRE TETRA TECHNOLOGIES OFFSHORE SERVICES DIVISION
Texas, US-based oil services company Epic Offshore Specialty, LLC has agreed to acquire Tetra Technologies, Inc.'s offshore services division related to diving, heavy lift, specialised cutting, rigless well P and A and consulting, the company said.
At the close of this transaction, Epic will become an independent company backed by a USD 1.0bn private company. EPIC will retain the same leadership, employees, assets, quality and safety standards, as well as all certifications. The acquired businesses provide offshore decommissioning, construction, installation and maintenance services to customers in the US Gulf of Mexico and other markets.
Status: Agreed

-LITHIA ACQUIRES 6 NEW JERSEY AUTO RETAILERS FROM PRESTIGE AUTO
Oregon, US-based automotive retailer Lithia Motors, Inc. (NYSE: LAD) has acquired six New Jersey, US-based automotive marquee stores from Prestige Family of Fine Cars, the company said.
The six stores include a BMW, Mini, Mercedes, Toyota and two Lexus stores. The group is estimated to generate USD 900m in steady state annual revenue.
Status: Closed

-WIPRO EXPANDS PORTFOLIO OF APPLICATION SECURITY SERVICES WITH ACQUISITION OF INTEREST IN DENIM GROUP
India-based information technology, consulting and business process services company Wipro Ltd. (NYSE: WIT) (BSE: 507685) (NSE: WIPRO) has agreed to acquire a minority stake in Texas, US-based application security solution provider Denim Group to expand its portfolio of application security services, the company said.
The partnership will bring together Wipro's digital transformation and cybersecurity capabilities with Denim Group's application security consulting, assessments and implementation services, including DevSecOps and secure development training services.
Status: Agreed

-ISA TANTEC TO ACQUIRE AUBURN LEATHER LACE BUSINESS
China-based leather manufacturer ISA TanTec has agreed to acquire the leather laces manufacturer Auburn Leather brand, business and assets located in Kentucky, US, the company said.
Auburn laces will be manufactured in ISA TanTec's facilities in Mississippi, US using the same proprietary processes, hides, chemicals and equipment to ensure the authenticity and uniqueness of Auburn's leather laces.
Status: Agreed

-ROOMI STRENGTHENS POSITION IN SHARED HOUSING MARKET WITH ACQUISITION OF SYMBI
New York, US-based room rental company Roomi has acquired New York-based roommate matching service, Symbi to strengthen position in shared housing market, the company said.
The acquisition follows Roomi's USD 11m series A raise announcement bringing total funding to date to USD 17m. Roomi said acquiring Symbi enables Roomi to continue building a better product allowing people to find a safer way to search for room rentals and compatible roommates.
Status: Closed

-BDO USA EXPANDS PUBLIC HOUSING AUTHORITY PRACTICE WITH ACQUISITION OF CASTERLINE
Chicago, US-based accounting and advisory firm BDO USA, LLP has acquired Pennsylvania, US-based accounting and consulting firm Casterline Associates to expand presence in public housing authority practice (PHA), the company said.
The newly combined practice will have served served more than 400 PHAs, including the 10 largest. This transaction with Casterline, which brings nine staff to BDO, is effective immediately.
Status: Closed

-NEBRASKA BOOK, COLLEGIATE RETAIL TO MERGE TECH DIVISIONS
Nebraska, US-based Nebraska Book company, Inc. (NBC) and Pennsylvania, US-based independent college stores coalition Collegiate Retail Alliance, owner of RATEX Business Solutions (RBS) have agreed to merge their technology businesses to form PrismRBS (Prism Retail Business Solutions) to serve the independent store marketplace, the companies said.
PrismRBS becomes an adopted campus-wide POS and ERP system serving higher education and the independent store marketplace.
Status: Agreed