-=Echo Global Logistics (ECHO) to be acquired by The Jordan Company for $48.25/share in cash

Echo Global Logistics to be acquired by The Jordan Company for $48.25/share in cash

• Echo has entered into a definitive agreement to be acquired by funds managed by The Jordan Company, L.P., a global private equity firm, for an equity value of approximately $1.3 billion.
• Under the terms of the agreement, Echo stockholders will receive $48.25 per share in cash, which represents a premium of approximately 54% over Echo's closing share price on September 9, 2021 and a premium of approximately 32% over Echo's all time high closing share price on September 10, 2018.
• Echo believes that the transaction provides its stockholders with an attractive premium that delivers immediate compelling value for their shares. The definitive agreement was unanimously approved by Echo's Board of Directors, which recommended that Echo's stockholders approve the agreement.
• The acquisition is subject to customary closing conditions, including stockholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to be completed in the fourth quarter of 2021. The closing is not subject to a financing condition.

RealPage (RP) to be acquired by Thoma Bravo for $88.75/share

• RealPage is a maker of software for managing rental properties.
• The acquisition is the biggest to date for Thoma Bravo, which manages more than $73 billion. It’s carved out a niche within the buyout industry, focusing on cloud software businesses that draw steady, recurring sales.

 

 

RealPage to be acquired by Thoma Bravo for $88.75/share in cash

Co announced it has entered into a definitive agreement to be acquired by Thoma Bravo, a leading private equity investment firm focused on the software and technology-enabled services sector, in an all-cash transaction that values RealPage at approximately $10.2 billion, including net debt.

Under the terms of the agreement, RealPage stockholders will receive $88.75 in cash per share of RealPage common stock upon closing of the transaction. The purchase price represents a premium of 30.8% over RealPage's closing stock price of $67.83 on December 18, 2020, a premium of 36.5% over RealPage's 30-day volume-weighted average share price through that date, and a premium of 27.8% over RealPage's all-time high closing stock price of $69.47 on December 7, 2020.

The RealPage Board of Directors has unanimously approved the agreement with Thoma Bravo and recommends that RealPage stockholders vote in favor of the transaction at the special meeting of RealPage stockholders to be called in connection with the transaction.

-=Tivity Health (TVTY) reported earnings on Wed 19 Feb 20 (a/h)

• Update June 2022: Tivity Health has been acquired by Stone Point Capital in a take-private deal for $2 billion or $32.50 per share.
  

Tivity Health CEO Donato J. Tramuto to depart, effective immediately 
The Board has appointed current Director Robert ("Bob") J. Greczyn, Jr. Interim CEO while it conducts a comprehensive CEO search with the assistance of a leading executive search firm. Greczyn has been a member of the Board since 2015 and has over 30 years of experience in leadership roles in managed care and healthcare at some of the nation's leading organizations.

Tivity Health misses by $0.15, reports revs in-line; guides Q1 revs below consensus; guides FY20 revs below consensus

Reports Q4 (Dec) earnings of $0.40 per share, excluding non-recurring items, $0.15 worse than the S&P Capital IQ Consensus of $0.55; revenues rose 78.3% year/year to $272.8 mln vs the $275.15 mln S&P Capital IQ Consensus.

• Revs driven by driven by the addition of Nutrition segment revenues of $113.7 million and an increase in Healthcare segment revenues of $6.0 million.
• Adjusted EBITDA was $55.5 million and $222.1 million for the fourth quarter and fiscal year 2019, respectively. The Company benefited from cost synergies realized of $5.4 million during the fourth quarter and $9.8 million during the fiscal year. The Company remains on track to deliver on its stated cost synergy and integration goals.

Co issues downside guidance for Q1, sees Q1 revs of $335-350 mln vs. $367.05 mln S&P Capital IQ Consensus.

Co issues downside guidance for FY20, sees FY20 revs of $1243-1285 mln vs. $1.34 bln S&P Capital IQ Consensus.

SORL Auto Parts (SORL) to be acquired by Ruili International for $4.72 per share in cash

• The members of the Sino-foreign consortium other than Ruili Group already held in the aggregate about 59% of the total SORL shares.
• U.S. IPO in 2006
• SORL +23.53% premarket to $4.20.
• Headquarters: Rui'an, Wenzhou, China

"We are engaged in the business of manufacturing in China and distributing automotive parts globally with a focus on air brake valves and related components for commercial vehicles weighing more than three tons, such as trucks and buses.  We are the largest commercial vehicle air brake system manufacturer in China, with 21% of the Chinese domestic market share, producing 40 categories of brake valves with over 800 different specifications which are distributed under the trademark “SORL”."

Papa John's International (PZZA) to be acquired?

 

****  QSR ****

Restaurants Brands (QSR), which is the parent company of Burger King, Popeye's Louisiana Kitchen and Tim Hortons, could team up with ousted former CEO John Schnatter and investment capital firm 3G Capital to make the purchase, according to DealReporter.

Papa John's management began accepting submitted offers for an acquisition last year, according to a Reuters report in September. The company was thrown into disarray following the ouster of Schnatter, who stepped down in July following reports that he used a racial slur during a conference call.

Schnatter has not gone quietly, however, last year suing the company he founded. Last week, a judge ruled that the company had to hand over corporate records to Schnatter.

Separately, Papa John's announced that it appointed Marvin Boakye as its first chief people officer.

"Boakye's expertise will help us to continue to push Papa John's forward in our transformation to become a better place to work for our 120,000 corporate and franchise team members," said Papa John's President and CEO Steve Ritchie. "In our search for a chief people officer, our goal was to identify a proven talent development leader with expertise in driving organizational change.

GameStop (GME) is looking for another CEO again and reviewing strategic alternatives

Videogame retailer GameStop Corp. is working to restructure its business as it searches for its fifth chief executive in a little over a year.

Private equity firms interested in buying GameStop include Sycamore Partners and Apollo Global Management, people familiar with the matter told the Wall St. Journal.

The video game and electronics company has struggled as competition from Amazon and digital gaming have eaten into its sales. Revenues have dropped for four of the last five years, and investors aren't happy. Its stock, which has a $1.5 billion market value, declined 30 percent last year.

The company has been trying to restructure its business and branch out beyond selling new and used video games. But those ventures haven't always worked out. In November, it sold its Spring Mobile business for $700 million to Prime Communications to generate cash.

GameStop and Sycamore Partners declined to comment. Apollo wasn't immediately available to respond to a request for comment.

Nutrisystem (NTRI) to be acquired by Tivity Health (TVTY) for $1.4 billion

• Update June 2022: Tivity Health has been acquired by Stone Point Capital in a take-private deal for $2 billion or $32.50 per share.
• Update 2020: Kainos Capital, a private equity firm, acquired Nutrisystem from Tivity Health in 2020 for $575 million.  In 2021, Nutrisystem merged with Adaptive Health to form Wellful, a privately held company. Wellful is a direct-to-consumer health and wellness platform that also owns the Jenny Craig brand.
• -----------------------------
• Tivity Health is the parent of fitness program SilverSneakers and focuses on customers that are ages 50 and older. Nutrisystem is the parent for both Nutrisystem itself and the South Beach Diet, a low-carb and high-protein eating plan.
• Nutrisystem's market cap is $1.01 billion, and Tivity's is $1.63 billion. 
• Both companies aim to help customers manage their health and diets. Nutrisystem, which sells a meal-kit plan, frequently advertises on ESPN. Tivity Health owns a diabetes treatment center. Both companies operate internationally. 

 

 

=====

 

** charts before  announcement **

Nutrisystem: Tivity Health (TVTY) to acquire NTRI for $1.3 billion in cash and stock; transaction values NTRI at an enterprise value or $47.00/share

• Co announced that they have entered into a definitive agreement under which Tivity Health will acquire all of the outstanding shares of Nutrisystem for a combination of cash and stock.
• Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Nutrisystem shareholders will receive $38.75 per share in cash and 0.2141 Tivity Health shares for each share of Nutrisystem common stock.
• The transaction values Nutrisystem at an enterprise value of $1.3 billion and an equity value of $1.4 billion, or approximately $47.00 per share. The implied stock consideration of $8.25 per Nutrisystem share is based on the volume-weighted average price of Tivity Health's stock for the 10 days ended December 3, 2018.
• The implied transaction consideration of $47.00 per share represents a 30% premium based on the volume-weighted average price for Nutrisystem over the last five trading days.
• Expect double digit accretion to Tivity Health's adjusted EPS in 2020 and beyond.
• Significant potential for value creation with expected annual cost synergies of approx $30-35 million.
• Tivity Health will finance the cash portion of the acquisition with fully committed term loan financing from Credit Suisse and existing cash on hand. At the closing of the transaction, Tivity Health's pro forma net leverage is expected to be approximately 4.4x, including the benefit of identified cost synergies. Tivity Health expects to reduce net leverage to less than 3.5x by the end of 2020, and less than 2.5x by the end of 2021.
• The transaction is expected to close in the first quarter of 2019.

====Rent-A-Center (RCII) to be acquired by Vintage Capital for $15 per share

Rent-A-Center (RCII) has agreed to be taken private by Vintage Capital, a private and public equity firm, in a deal valued at about $1.365 billion. Vintage will pay $15 per share of the company, which operates in the rent-to-own industry. The deal is expected to close by year-end.

The $15 price is equal to a premium of 49% over Rent-A-Center's closing price on Oct. 30, 2017, prior to the announcement that its board was evaluating its strategic options. Shares have gained 8.4% in 2018, while the S&P 500 (SPX) has gained 3.9%.

=VeriFone (PAY) to be acquired by Francisco Partners for $3.4 bln

VeriFone to be acquired by Francisco Partners for $3.4 bln -- stockholders to receive $23.04 per share in cash  

• Under the terms of the agreement, Verifone stockholders will receive $23.04 in cash for each share of Verifone common stock held, representing a premium of approximately 54% to the Company's closing share price of $15.00 on April 9, 2018. The Verifone Board of Directors has unanimously approved the definitive agreement and recommends that Verifone stockholders vote in favor of the transaction.
• The transaction is not subject to a financing condition and is expected to close during the third calendar quarter of 2018, subject to customary closing conditions, including receipt of stockholder and regulatory approvals. The merger agreement includes a "go-shop" period, which permits Verifone's Board and advisors to actively initiate, solicit, encourage, and potentially enter into negotiations with parties that make alternative acquisition proposals through May 24, 2018. There can be no assurance that this process will result in a superior proposal, and Verifone does not intend to disclose developments with respect to the solicitation process unless and until the Board makes a determination requiring further disclosure.

=Kindred Healthcare (KND) to be bought by Humana (HUM), PE firms in $4.1 billion deal

Kindred Healthcare confirms to be acquired by a consortium of three cos: TPG Capital, Welsh, Carson, Anderson & Stowe and Humana (HUM) for approximately $4.1 billion in cash or $9.00/share



(Reuters) - Kindred Healthcare Inc said on Tuesday it will be bought by health insurer Humana Inc and two private equity firms in a deal valued at $4.1 billion.

The home healthcare provider and hospice operator said its shareholders will receive $9 per share in cash for each share they own, representing a 4.7 percent premium over the stock’s Friday close.

TPG and Welsh, Carson, Anderson & Stowe are the private equity firms in the deal.

=Buffalo Wild Wings (BWLD) to be acquired by Roark Capital for $157/share

Arby's Restaurant Group

• Founded: July 23, 1964, Youngstown, OH
• Parent organizations: Roark Capital Group

Buffalo Wild Wings agrees to be acquired by Arby's Restaurant Group for $157/share in cash, or approx. $2.9 bln

• The agreement, which has been unanimously approved by both companies' Boards of Directors, represents a premium of approximately 38% to BWW's 30-day volume-weighted average stock price as of November 13, 2017, the latest trading day prior to news reports speculating about a potential transaction.
• The transaction is not subject to a financing condition and is expected to close during the first quarter of 2018, subject to the approval of BWW shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.

Barracuda Networks (CUDA) to be acquired by Thoma Bravo for $1.47 billion in cash

Update 4/12/22: KKR to acquire Barracuda Networks Inc. from Thoma Bravo; financial terms were not disclosed.

    

• Barracuda provides email protection tools and has been transitioning to cloud-based security from network hardware.
• Thoma Bravo in 2016 acquired Qlik Technologies, a data analytics software maker, for $3 billion.
• Thoma Bravo reportedly has kicked the tires at Impera as well as F5 Networks (FFIV), a maker of data center networking gear.

  

Nov 27 (Reuters) - Barracuda Networks Inc on Monday agreed to be taken private by buyout firm Thoma Bravo LLC for $1.47 billion in cash, four years after the data security firm went public.

The offer of $27.55 per share represents a premium of 16.3 percent to Barracuda's Friday close. The company's shares were trading at $27.51.

Barracuda, which manages data security of its customers over the cloud on a subscription basis, competes with Palo Alto Networks Inc, Proofpoint Inc and Symantec Corp .

Barracuda will operate as a privately-held company and continue to focus on email security and data protection services. The transaction is expected to close by the end of February.

Thoma Bravo, known for its investments in software and technology companies, has spent billions buying several listed companies such as Qlik Technologies, Riverbed Technology, SolarWinds and Compuware.

Morgan Stanley & Co LLC is Barracuda's financial adviser, while Goldman Sachs & Co LLC, Credit Suisse and UBS Investment Bank were advisers to Thoma Bravo.

Bazaarvoice (BV) to be acquired by Marlin Equity Partners for $521 million

• Founded: May 2005
• bazaarvoice.com

 

Austin software maker Bazaarvoice has agreed to be sold to Los Angeles-based private equity firm Marlin Equity Partners in a $500 million-plus deal that will take the company private.

 

Bazaarvoice, which makes software for online and social media marketing, will see Marlin Equity Partners acquire all outstanding common stock of Bazaarvoice for $5.50 in cash for a total value of $521 million, the company said Monday.

Bazaarvoice will be a privately held company after the transaction, which is expected to close in the first quarter of 2018, the company said.

The deal is subject to a shareholder vote and regulatory approval.

Bazaarvoice plans to keep its corporate headquarters in Austin, the company said.

Description

Bazaarvoice, Inc. offers solutions and services that allow its retailer and brand clients to understand that consumer voice and the role it plays in influencing purchasing decisions, both online and offline. The Company's solutions collect, curate and display consumer-generated content, including ratings and reviews, questions and answers, customer stories, and social posts, photos and videos. This content is syndicated and distributed across its clients' marketing channels. Its solutions, which the Company provides primarily through a software-as-a-service (SaaS) platform, enable the clients to capture and display consumer-generated content; syndicate that consumer-generated content into its network of brand and retail clients; understand consumer behavior, and monetize the value of that content through targeted advertising based on online and offline shopping behavior. The Company's geographical segments include Americas, EMEA and Other.

Key stats and ratios

	Q4 (Oct '17)	2017
Net profit margin	-0.10%	-7.92%
Operating margin	1.36%	-6.52%
EBITD margin	-	1.91%
Return on average assets	-0.07%	-4.90%
Return on average equity	-0.12%	-8.60%
Employees	763

Synchronoss Technologies (SNCR) to sell unit to Siris Capital for $1 billion

Software company

• Headquarters: Bridgewater Township, NJ
• Founded: 2000
• synchronoss.com

    

  

(Reuters) - Software maker Synchronoss Technologies Inc said private equity firm Siris Capital Partners would buy its Intralinks Holding unit in a deal worth about $1 billion.

Siris, Synchronoss' top shareholder, will also invest $185 million in the company in the form of convertible preferred equity.

**SNCR dropped lower by the end of the week, Fri Oct 20:

*****

Description

Synchronoss Technologies, Inc. is a global software and services company, which provides technologies and services for the mobile transformation of business. The Company's portfolio in the Consumer and Enterprise markets contains offerings, such as personal cloud, secure-mobility, identity management and scalable messaging platforms, products and solutions. Its products and platforms are designed to enable multiple converged communication services to be managed across a range of distribution channels, including e-commerce, m-commerce, telesales, customer stores, indirect and other retail outlets. The Company operates in and markets their solutions and services directly through their sales organizations in North America, Europe, the Middle East and Africa (EMEA), Latin America and the Asia-Pacific region. It delivers technologies for mobile transformation to service provider and enterprise customers in regulated verticals and use cases.

Key stats and ratios

	Q4 (Dec '16)	2016
Net profit margin	-57595.65%	-13.96%
Operating margin	-83488.05%	-15.06%
EBITD margin	-	7.10%
Return on average assets	-18.17%	-6.12%
Return on average equity	-30.60%	-8.67%
Employees	1,765

=Ruby Tuesday (RT) to be acquired by NRD Capital for $2.40/share

  

Ruby Tuesday announces agreement to be acquired by a fund managed by NRD Capital for $2.40/share in cash; approx $335 mln

The purchase price represents a premium of approximately 37% over Ruby Tuesday's closing share price on March 13, 2017, the day before the Company announced its intention to explore strategic alternatives, and a premium of approximately 21% over Ruby Tuesday's closing share price on October 13, 2017.

=Arc Logistics Partners (ARCX) to be acquired by Zenith Energy

Zenith Energy (A Canadian international oil & gas production co.)

• Stock : London Stock Exchange (ZEN) and the TSX Venture Exchange (ZEE)
• Headquarters: Calgary, Canada
• Founded: 2007

Arc Logistics Partners (ARCX):  Div/yield 0.44/10.78



Arc Logistics Partners to be Acquired by Zenith Energy for $16.50/unit in cash

The co, Lightfoot Capital Partners GP LLC ("LCP GP") and Lightfoot Capital Partners, LP announced that they have entered into a Purchase Agreement and Plan of Merger with Zenith Energy U.S., L.P., a portfolio company of Warburg Pincus, pursuant to which Zenith will acquire Arc Logistics GP LLC (, the general partner of the Partnership, and all of the outstanding common units in Arc Logistics.

• Under the terms of the Merger Agreement, all Arc Logistics common unitholders, other than Lightfoot, will receive $16.50 per common unit in cash for each common unit they own, which represents a premium of approximately 15% to the Partnership's common unit price as of August 28, 2017. LCP LP will receive $14.50 per common unit in cash for the approximately 5.2 million common units held by it, and LCP GP will receive $94.5 million for 100% of the membership interests in Arc GP.
• The Proposed Transaction is not subject to a financing condition and closing is targeted at the end of the fourth quarter of 2017 or early in the first quarter of 2018.

PharMerica (PMC) to be acquired by KKR (KKR) for $29.25/share

PharMerica (PMC) to be acquired by KKR (KKR) for $29.25/share in cash. (2 Aug 2017)

    

 

Louisville, KY-based PharMerica Inc. has reached a definitive agreement to be acquired for $1.4 billion.

The institutional pharmacy provider is being bought by a new company controlled by KKR & Co. L.P., a New York City-based private-equity firm, with Deerfield, Ill.-based Walgreens Boots Alliance Inc. as a minority investor.

The all-cash deal includes the assumption of PharMerica's debt. When the transaction is complete — expected in early 2018 — PharMerica will become a private company.

PharMerica shareholders will receive $29.25 in cash per share of PharMerica common stock, the release states. The stock closed Tuesday at $25.05, so the acquisition prices is a 17 percent premium.

“With the support of KKR and a strategic partner in Walgreens Boots Alliance, PharMerica will have additional resources and expertise to advance and grow the business," PharMerica CEO Gregory Weishar said in the release.

Alex Gourlay, Walgreens Boots Alliance co-chief operating officer, said the merger represented an opportunity for his company to expand into a growing segment of health care.

The PharMerica board of directors unanimously approved the sale. But the deal still requires PharMerica shareholder approval and regulatory approvals.

PharMerica was founded in 2006 through the merger of the institutional pharmacy business of Louisville-based Kindred Healthcare and AmerisourceBergen Corp.