Deal Pipeline
Monday 04 June 2018
The following is a list of deals covered in detail by M and A Navigator this week:

-SYNCHRONOSS TO ACQUIRE SOFTWARE BUSINESS HONEYBEE
New Jersey, US-based cloud, messaging provider Synchronoss Technologies, Inc. (NASDAQ: SNCR) has closed the acquisition of the honeybee software business of UK-based Dixons Carphone plc, the company said.
With this proposed acquisition Synchronoss will further strengthen its digital solutions portfolio by adding enhanced platform capabilities and speed of execution to build, deploy and manage omni-channel customer journeys through retail stores, contact centres and online channels.
Status: Agreed

-AGILENT TECHNOLOGIES CLOSES USD 250M ACQUISITION OF SOFTWARE FIRM ADVANCED ANALYTICAL TECHNOLOGIES
US-based life sciences, diagnostics, and applied chemicals company Agilent Technologies, Inc. (NYSE: A) has closed the USD 250m acquisition of privately-held software firm Advanced Analytical Technologies, Inc., the company said.
Advanced Analytical Technologies is a provider of capillary electrophoresis-based solutions for fully-automated analysis of a range of molecules. Automated electrophoresis is a commonly used separation technique to analyse biomolecules such as nucleic acids (RNA and DNA), proteins, carbohydrates and small molecules.
Status: Closed

-BYLINE BANCORP CLOSES USD 169M ACQUISITION OF FIRST EVANSTON BANCORP
Chicago, US-based bank holding company -Byline Bancorp, Inc. (NYSE: BY) has closed the acquisition of Evanston, Illinois, US-based financial services and bank holding company First Evanston Bancorp, Inc and its First Bank holding, the company said.
Last November, Byline Bancorp agreed to acquire First Evanston Bancorp in a cash and stock transaction valued at approximately USD 169m. Under the terms of the definitive agreement, at the closing of the transaction each share of First Evanston's common stock will be converted into the right to receive 3.994 shares of Byline common stock and an amount in cash equal to USD 27m.
Status: Closed

-PETRO-HUNT ACQUIRES SM ENERGY WILLISTON BASIN PRODUCTION
US-based oil and gas company Petro-Hunt, L.L.C has completed the acquisition of SM Energy Company's remaining Williston Basin production assets located in North Dakota, the company said. The acquired properties include approximately 246 operated and 51 non-operated wells and 119,000 net acres of leasehold.
Petro-Hunt paid USD 292.3m for the assets. After taking into account the 1 January 2018, effective date for each transaction, the net cash proceeds received by SM Energy was USD 249.2m, subject to final purchase price adjustments.
Status: Closed

-ITC SECURE RENAMES ACQUIRED SBD ADVISORS AS ITC GLOBAL ADVISORS
US-based I IT, cyber advisory and managed security service provider TC Secure is renaming SBD Advisors, a Washington DC-based strategic advisory firm, as ITC Global Advisors, the firm said.
The new name follows the April 2018 acquisition of SBD by ITC. Admiral Mike Mullen will remain chairman throughout the renaming, which will serve to further the integration of the former SBD Advisors into ITC's advisory practice alongside the G3 Cyber Consulting team, which ITC also acquired in January 2018. 
Status: Closed

-BAIN CONSORTIUM CLOSES ACQUISITION OF TOSHIBA'S MEMORY BUSINESS
US-based drive maker Seagate Technology plc (NASDAQ: STX) along with a consortium of investors led by US-based investment firm Bain Capital Private Equity, LP has has closed the acquisition of Japanese technology company Toshiba Corp's (Tokyo: 6502) Toshiba Memory Corp subsidiary through K.K. Pangea (Pangea), a special purpose acquisition company, the companies said.
Seagate funded the investment of approximately USD 1.27bn by utilising cash from its balance sheet.
Status: Closed

-DXC TECHNOLOGY CLOSES COMBINATION OF US PUBLIC SECTOR BUSINESS WITH VENCORE HOLDING, KEYPOINT GOVERNMENT SOLUTIONS
US-based IT services company DXC Technology's (NYSE: DXC) has closed the combination of its US Public Sector business with Vencore Holding Corp. and KeyPoint Government Solutions, forming a separate, independent publicly traded company to serve US public sector clients, the company said.
This deal was announced in October. Both Vencore and KeyPoint are currently owned by affiliates of VeritasCapital, a private equity firm. Veritas Capital will remain an investor in the new company. The formation of the new company is expected to be completed by the end of March 2018, subject to regulatory and other approvals.
Status: Closed

-ASSURANT CLOSES ACQUISITION OF US PROTECTION PLAN PROVIDER THE WARRANTY GROUP
US-based risk management solutions provider Assurant, Inc. (NYSE: AIZ) has closed the acquisition of US-based protection plan provider The warranty Group in a USD 2.5bn transaction, the company said. This deal was announced on 18 October 2017.
The warranty Group was a portfolio company of California, US-based global alternative asset firm TPG Capital. The transaction values The warranty Group at USD 1.9bn in equity value, or USD 2.5bn of enterprise value, including existing debt.
Status: Closed

-FIRST FOUNDATION CLOSES USD 106M ACQUISITION OF PBB BANCORP
California, US-based financial services company First Foundation Inc. (NASDAQ: FFWM) has closed the acquisition of PBB Bancorp (OTCQX: PBCA) in a stock transaction valued at approximately 106m, the company said.
Pursuant to the merger agreement, PBB Bancorp shareholders will receive 1.05 shares of First Foundation common stock in exchange for each share of PBB Bancorp. The 100% stock transaction is based on a closing price for First Foundation's common stock of USD 19.04 as of December 18, 2017, and the value per share for a PBB Bancorp shareholder is USD 19.99.
Status: Closed

-MCKESSON CLOSES ACQUISITION OF MEDICAL SPECIALTIES DISTRIBUTOR
US-based healthcare information technology company McKesson Corp. (NYSE: MCK) has completed the acquisition of Medical Specialties Distributors, the company said. New Mountain Capital was the seller. New Mountain acquired MSD in December 2013.
Founded in 1982, MSD provides supply chain, biomedical services, and technology solutions to healthcare providers operating in low cost alternate sites of care, including home infusion, long-term care, home health, and oncology providers.
Status: Closed

-METROPOULOS FAMILY ENTITY BUYS NEW ENGLAND CONFECTIONERY COMPANY NECCO
US-based The New England Confectionery Company, the 171-year-old maker of the iconic NECCO wafer, has been acquired by Sweetheart Candy Co. LLC, an entity owned by Dean, Evan and Daren Metropoulos, for USD 17.3m, the company said.
The deal, which closed last week, came in the wake of the company's April bankruptcy filing and subsequent auction process.
Status: Closed

-US INSURERS KEMPER, INFINITY WIN SHAREHOLDER NODS FOR USD 1.4BN MERGER
Shareholders of US-based insurers Kemper Corp. (NYSE: KMPR) and Infinity Property and Casualty Corp. (NASDAQ: IPCC) have approved the merger of the two companies at separate meetings, the companies said.
Under the deal, Kemper will acquire Infinity Property and Casualty in a cash and stock transaction valued at USD 1.4bn.
Status: Agreed

-INTERIOR LOGIC GROUP, INTERIOR SPECIALISTS CLOSE MERGER
US-based interior finish services providers Interior Logic Group, Inc. and Interior Specialists, Inc. have completed their merger, the companies said. The two companies will now operate as one under the name Interior Logic Group. The new company provides installation services to homebuilders, multifamily owners and big box retailers across the country.
Interior Logic Group is the largest nationwide provider of outsourced design centers to homebuilders. The new company has over 4,300 employees, 225 locations, and a presence in 42 of the top 50 homebuilding markets in the US Alan Davenport, the former president and CEO of ISI leads the new combined enterprise as president and CEO.
Status: Closed

-VOYA FINANCIAL CLOSES SALE OF INSURANCE AND ANNUITY UNIT
US-based financial services group Voya Financial, Inc. (NYSE: VOYA) has completed the sale of its Voya Insurance and Annuity Company subsidiary and divested substantially all of its variable, fixed and fixed indexed annuities, the company said.
VIAC has been acquired by Venerable Holdings, Inc., a newly formed investment vehicle owned by a consortium of investors led by Apollo Global Management, LLC (NYSE: APO), Crestview Partners and Reverence Capital Partners.
Status: Closed

-VF CLOSES ACQUISITION OF FOOTWEAR BRAND ALTRA FROM ICON HEALTHY/FITNESS
North Carolina, US-based lifestyle apparel company VF Corp. (NYSE: VFC) has closed the acquisition of the Altra footwear brand from home, commercial and connected fitness company Icon Health and Fitness, Inc., the company said.
The addition of the Altra brand to VF's portfolio is expected to be immediately accretive to earnings per share.
Status: Closed

-CR GIBSON ACQUIRES FITNESS-INSPIRED LIFESTYLE PRODUCTS LINE FITLOSOPHY
US-based fitness-inspired lifestyle products line Fitlosophy, Inc has been acquired by consumer products manufacturer C.R. Gibson, LLC, the company said. C.R. Gibson is a CSS Industries, Inc. (NYSE: CSS) company.
Fitlosophy is in creating, marketing, and distributing products meant to inspire people to develop healthy habits by focusing on effective goal-setting through journaling, as well as a line of inspirational fitness gear and apparel.
Status: Closed

-PRYSMIAN TO CLOSE ACQUISITION OF GENERAL CABLE ON 6 JUNE
Italian cable maker Prysmian Group (BIT: PRY) and US-based cable manufacturer General Cable Corp. (NYSE: BGC) have obtained clearance from the Committee on Foreign Investment in the United States (CFIUS) for the proposed acquisition of General Cable by Prysmian, the companies said.
Such clearance was the last of the regulatory approvals sought in connection with the transaction. As previously reported by General Cable, on 16 February 2018, stockholders of General Cable approved General Cable's acquisition by Prysmian at a special meeting of General Cable's stockholders called for such purpose.
Status: Agreed

-AMERICAN DIVERSIFIED NEARS COMPLETION OF BRAZOS BIOMEDICAL ACQUISITION
US-based holding company American Diversified Holdings Corp. (OTC: ADHC) is nearing completion of the review of all relevant due diligence information required to complete acquisition of medical device maker Brazos Biomedical, LLC, the company said.
This cash and stock deal was announced in April. ADHC said it is in the process of reviewing relevant documentation involving the AURACIS TENS Migraine therapy system including all the patents and patent applications in the US and abroad, patent license agreement, technical engineering schematics, FDA plans, patient study information and other related documents.
Status: Agreed

-WYNDHAM WORLDWIDE CLOSES USD 1.95BN ACQUISITION OF LA QUINTA'S HOTEL FRANCHISE, MANAGEMENT BUSINESSES FOR USD 1.95BN
US-based lodging companies Wyndham Worldwide Corp. (NYSE: WYN) has closed the acquisition of US-based hotel operator La Quinta Holdings Inc.'s (NYSE: LQ) hotel franchise and hotel management businesses for USD 1.95bn in cash, the companies said.
Under the terms of the agreement, stockholders of La Quinta will receive USD 8.40 per share in cash (approximately USD 1bn in aggregate), and Wyndham Worldwide will repay approximately USD 715m of La Quinta debt net of cash and set aside a reserve of USD 240m for estimated taxes expected to be incurred in connection with the taxable spin-off of La Quinta's owned real estate assets into CorePoint Lodging Inc.
Status: Closed

-CONNECTICUT WATER SERVICE AMENDS MERGER AGREEMENT WITH SJW GROUP
Connecticut-US, based Connecticut Water Service, Inc. (NASDAQ: CTWS) and California, US-based water utility operator SJW Group (NYSE: SJW) have amended the terms of the companies' merger agreement, the companies said. In March, the companies agreed to a merger to create a US investor-owned water and wastewater utility valued at USD 750m.
The amended agreement, which was unanimously approved by the Connecticut Water board of directors, includes a new go-shop provision, pursuant to which Connecticut Water, with the assistance of its financial advisors, will actively solicit proposals for an alternative merger, acquisition or other strategic transaction involving Connecticut Water.
Status: Agreed

-MASSMUTUAL INTERNATIONAL CLOSES USD 935M SALE OF JAPAN BUSINESS TO NIPPON LIFE
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 closed a transaction in which MassMutual International sold 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, MassMutual International will receive approximately USD 935m in cash (JPY 104.2.bn), while retaining approximately 14.9% ownership in MassMutual Japan. MassMutual Japan, formerly known as Heiwa Life, was acquired by MassMutual in 2001.
Status: Closed

-BEEF JERKY MAKER OBERTO BRANDS SALE TO PREMIUM BRANDS CLOSES
US-based snack food maker Oberto Brands has completed the sale of its assets and operating divisions to Premium Brands Holdings Corp., the company said.
Founded in 1918, Oberto is one of North America's largest manufacturers of beef jerky and other protein-based snack foods. Its brand is iconic in the Pacific Northwest, where hydroplanes racing on Lake Washington during Seafair have long born its logo.
Status: Closed

-PATRICK INDUSTRIES CLOSES ACQUISITION OF MARINE ACCESSORIES MAKER DOWCO
US-based RV and mobile home furniture and fixtures manufacturer Patrick Industries, Inc. (NASDAQ: PATK) has completed the acquisition of US-based boat covers and bimini tops maker Dowco, Inc., the company said.
Dowco is a designer and manufacturer of custom designed boat covers and bimini tops, full boat enclosures, mounting hardware, and other accessories and components for the marine market, from CMW Holding Company.
Status: Closed

-JLL ARRANGES FINANCING FOR SALE OF NEW YORK'S 5 BRYANT PARK
US-based real estate capital solutions provider JLL's Capital Markets has completed the financing of Midtown Manhattan's 5 Bryant Park office tower, the firm said. JLL secured USD 463m in acquisition financing on behalf of the buyer, New York-based Savanna.
The firm also completed the sale to Savanna on behalf of the Blackstone Group LP for USD 640m. Located on Sixth Avenue between West 40th and West 41st streets, 5 Bryant Park sits directly on Bryant Park.
Status: Closed

-STROOCK ADVISES ATLAS MERCHANT CAPITAL IN USD 2BN ACQUISITION OF TALCOTT RESOLUTION FROM THE HARTFORD
US-based law firm Stroock  represented Atlas Merchant Capital as co-lead investor in the closed acquisition of insurer The Hartford's Talcott Resolution run-off life insurance and annuity division, the firm said.
The acquisition was announced last December, and closed on 31 May. Talcott Resolution will now be an independent stand-alone insurance company, headquartered in Windsor, Connecticut, with an office in Woodbury, Minnesota.
Status: Closed

-UNIVAR CLOSES ACQUISITION OF UK COLD PRESSED VEGETABLE SEED OILS SUPPLIER EARTHOIL
Illinois, US-based chemical and ingredient distributor Univar Inc. (NYSE: UNVR) has closed the acquisition of London, UK-based Treatt plc subsidiary Earthoil, a supplier of organic, fair trade essential and cold pressed vegetable seed oils, the company said.
Univar said Earthoil presents an opportunity to add a natural ingredient product portfolio that the company can leverage across its growing customer base in the European and global natural beauty and personal care market.
Status: Closed

-AQUILINE CAPITAL ACQUIRES ASPIRION HEALTH RESOURCES TO EXPAND HEALTH SYSTEMS
New York, US-based private equity firm Aquiline Capital Partners has acquired revenue cycle management company Aspirion Health Resources to support Aspirion's growth, the company said.
Aquiline's investment will enable the company to further expand the complex claims solutions it offers health systems nationwide. Aquiline said healthcare is a natural extension of its expertise in the insurance, billing and payments industries.
Status: Closed

-EVERGREEN ACQUIRES INTERLACED TO HEAD NEW DIVISION
California, US-based portfolio of IT service providers Evergreen Services Group has invested in Interlaced LLC, a provider of IT services in the Apple space, the company said. This deal positions Interlaced to continue operating independently, while also spearheading a new Evergreen division that focusses exclusively on delivering IT to companies who leverage Apple products.
This investment will allow Interlaced to scale its business, with key investments in forthcoming products that are anticipated to heavily disrupt the IT marketplace.
Status: Closed

-SUNSHINE FITNESS ACQUIRES 31 PLANET FITNESS CLUBS IN SOUTHEAST US
Florida, US-based owner and operator of Southeast US Plant Fitness clubs Sunshine Fitness Growth Holdings, LLC has acquired two franchise groups representing a combined 31 Planet Fitness clubs in Florida, North Carolina and South Carolina, the company said.
The acquisitions include 20 fitness clubs across South Florida and the greater Charlotte area, and 11 clubs across North and South Carolina. This acquisitions nearly double Sunshine Fitness's total club ownership to 64 clubs.
Status: Closed

-HUDSON VALLEY PROPERTIES ACQUIRES WESTWOOD METES/BOUNDS REALTY BROKERAGE
New York, US-based realty company Berkshire Hathaway HomeServices Hudson Valley Properties has acquired New York-based real estate brokerage Westwood Metes and Bounds Realty Ltd. to expand in Ulster County, the company said.
Hudson Valley Properties adds nearly 60 agents and five offices through the transaction. The offices are located in Kingston, New Paltz, Stone Ridge, West Hurley and Woodstock. Westwood Metes and Bounds Realty said combining forces and expertise with the Hudson Valley Properties team primes the organisation for exponential growth.
Status: Closed

-ASTUTE SOLUTIONS ACQUIRES WILKE GLOBAL
Ohio, US-based consumer engagement technology company Astute Solutions, Inc has acquired Ohio-based consumer relations software provider Wilke Global, the company said.
Wilke's solutions are widely adopted by CPG manufacturers around the world, with more than 500 leading CPG brands in more than 60 countries across six continents. Astute currently works with 1,500 premium brands across more than 100 countries in over 30 languages. The move will further strengthen Astute's focus on AI-infused self-service and agent tools.
Status: Closed

-REAL ALLOY ASSETS ACQUISITION COMPLETED FOLLOWING BANKRUPTCY
Businesses of California, US-based Real Alloy Holding, Inc. and its subsidiaries have emerged from bankruptcy following the closing of the purchase of the company's assets by a group of former noteholders led by funds and accounts managed by Massachusetts, US-based investment services company DDJ Capital Management, LLC, the company said.
Following the asset purchase, the company's debt has been reduced by approximately USD 200m and the transaction immediately provided the company with a strong liquidity position. Going forward, Real Alloy will be a privately held company.
Status: Closed

-TRICO BANCSHARES, FNB BANCORP APPROVED TO MERGE
California, US-based TriCo Bancshares (NASDAQ: TCBK) and FNB Bancorp (NASDAQ: FNBG) have each received the requisite shareholder approval and regulatory approval from the FDIC for the merger of FNB with and into TriCo, the company said.
The Federal Deposit Insurance Corp. approved merger of First National Bank of Northern California with and into Tri Counties Bank, the wholly owned subsidiaries of FNB and TriCo, respectively.
Status: Agreed