One scoop to start: former Credit Suisse chief executive Tidjane Thiam is raising a $250m special purpose acquisition vehicle with the help of JPMorgan Chase to invest in financial services businesses, report the FT’s Stephen Morris and DD’s Ortenca Aliaj and James Fontanella-Khan.
Welcome back to the Due Diligence briefing from the Financial Times. After a two-week hiatus, we are refreshed and ready for a (hopefully) brighter 2021 for us all.
Signature Aviation: PE kicks off the year with a takeover battle
We live in an era of stay-at-home orders and climate change fears. Yet the company at the centre of one of this year’s first and potentially largest UK private equity takeover battles is a private jet services company.
The FTSE 250-listed Signature Aviation, which runs a network of refuelling and maintenance bases for private planes, said on Monday it had reached an agreement on a £3.4bn bid from Global Infrastructure Partners, the New York-based group founded by former Credit Suisse banker Adebayo Ogunlesi.
But that may not be the end of the story. Signature, chaired by the British industrialist Sir Nigel Rudd, kept its options open by issuing a clear message to rival bidders.
“Nothing precludes either Blackstone and Cascade or Carlyle from making an offer proposal that the board of Signature Aviation will consider,” Signature said as it announced the GIP agreement. (Sir Nigel, who chaired Boots when it agreed to its £11bn take-private deal with KKR in 2007, is no stranger to selling to private equity.)
Read the story by DD’s Kaye Wiggins and the FT’s Philip Georgiadis here.
Cascade, which manages Bill Gates’ fortune, is Signature’s largest shareholder, with a 19 per cent stake. Last week it teamed up with private equity group Blackstone, which had already held talks with Signature about a possible £3bn offer, saying they might make a joint bid. Rival buyout group Carlyle has also expressed interest in a possible bid.
Cascade has said that if it and Blackstone were to make a firm offer — which they haven’t yet done — it would vote against any competing proposal. That would be a serious hurdle for GIP, whose offer is structured as a scheme of arrangement and so would need the support of 75 per cent of shareholders.
Cue some mathematical gyrations on all sides about the chances of any deal being struck without Cascade’s support.
The upshot: it’s tough but not impossible. One option would be for GIP to switch to a contractual takeover offer, for which it would need backing from just over 50 per cent of shareholders.
That could leave GIP holding a majority stake in a listed company if it won more than 50 per cent but didn’t get the 75 per cent needed to de-list Signature. It could also prove tricky for Cascade, since if GIP won over enough shareholders to de-list Signature, Cascade may be left with an illiquid minority stake in a private company.
Another option for GIP: hope that Bill Gates, who’s already come under fire in the British media for considering a private jets deal as he’s about to publish a book called How to Avoid a Climate Disaster, decides it’s not a good look to try to stop other shareholders from getting a higher payout from any rival GIP or Carlyle bid.
All of that, of course, only kicks in if Blackstone is willing to raise its bid from a possible offer of $5.17 a share to one beating GIP’s $5.50 bid — which would be a significant increase.
Blackstone’s thesis rests in part on soaring demand for private flights as the rich shun commercial journeys amid the pandemic (Signature’s biggest customer, Warren Buffett-owned NetJets, is enticing new passengers through a shared ownership model, Lex notes).
Blackstone’s next move will show how strongly it backs its rationale.
Third time’s the charm? Staples moves on Office Depot yet again
Staples is not a company easily deterred.
Five years after its $6.3bn attempt to buy Office Depot was thwarted by antitrust concerns, the office stationery chain is again trying to ink a deal with a company it has been pursuing for more than two decades.
But much has changed for Staples (and OD) since its unsuccessful bid in 2015. Shortly after a federal judge ruled that the deal could not go through due to concerns over competition, private equity group Sycamore Partners swooped in to take Staples private in a $7bn deal.
Sycamore, a feared investor known for its financial mastery (read the piece by DD’s Sujeet Indap for more on this), decided to split Staples into two divisions — an office supply unit and a store chain. The structure essentially made it easier for the firm to finance the buyout with debt.
Just two years later, Sycamore pulled off a feat that would make most private equity firms envious. It took $1bn out of Staples in a $5.4bn refinancing deal. The move was seen as bold, even for an industry that routinely extracts money from the businesses it buys.
Now that we’ve covered how things have changed for Staples, what does that mean for its third attempt — it also made an offer in 1997 — to buy OD?
Staples has offered to make a key concession: ie, divesting some of OD’s divisions. One option would be CompuCom, the business OD acquired in late 2017 for $1bn, or its commercial division.
Antitrust officials will also have to consider Amazon. Its swiftly growing corporate customer base, coupled with the encroachment of Walmart and other discount chains on to the office suppliers’ territory, has endangered Staples and OD’s chances of survival.
Not to mention the massive shift to work-from-home set-ups, which has reduced demand for paper, printer ink and other dusty artefacts of fluorescently-lit corporate digs.
It’s still early stages. Staples sent the letter to OD’s board on Monday and received a muted (public) response in which OD said it was “carefully reviewing” the proposal, making note of the potential regulatory hurdles that remained ahead.
But if OD were to accept the offer, which at $40 a share indicates a 60 per cent premium to its stock price over the past 90 days, it’s the Biden administration that would be making a decision on its merits.
Even if things don’t go Staples’ way, one thing seems clear — it’s not one to cry over spilled ink.
European telecom towers: consolidation calling
Spanish telecoms infrastructure group Cellnex closed its €10bn acquisition of CK Hutchison’s European towers business on Monday, the latest in an industry wide dealmaking flurry.
Coincidentally, Vodafone announced on Monday that it had folded its share of UK masts company Cornerstone into its soon-to-be-listed tower company Vantage.
With the newly injected assets from Cornerstone, Vantage will boast one of the largest tower portfolios in Europe, Lex points out, emerging as the main competitor to Cellnex in the consolidation of Europe’s passive telecoms infrastructure.
Cellnex’s rise from an obscure wing of Spanish toll road company Abertis to a company capable of spending €10bn via a mix of equity and debt only five years after listing is remarkable.
The company’s strategy to outbid rivals for a foothold in a market, or with an international operator like Iliad, before rapidly consolidating the rest of the market, has created a “domino effect” of deals.
But what next for Cellnex, the M&A machine as one banker called it, as the low hanging tower fruit starts to disappear?
It could start to target fibre and “edge computing” services, but bankers wonder whether the Spanish company will turn from predator to prey as giants like American Tower look more closely at Europe.
We’ve received a flood of job moves over the break. We’ll do our best to accommodate as many as we can.
Shay Segev is quitting as chief executive of Entain, the UK gambling group, after less than seven months amid a takeover battle with MGM Resorts.
LVMH appointed two top executives from its Louis Vuitton brand and one of billionaire founder Bernard Arnault’s sons, Alexandre Arnault, to run US jeweller Tiffany after its $15.8bn takeover was completed last week. Get the full story.
Sullivan & Cromwell appointed Robert Giuffra and Scott Miller as vice co-chairs to succeed boss Joseph Shenker in a rare shake-up at the firm. More here.
M&G chairman Mike Evans has taken a temporary leave of absence from the £339bn asset manager due to a stress-related illness. He will be replaced on an interim basis by Fiona Clutterbuck, chair of Paragon Banking Group.
Royal Mail appointed former Ocado executive Simon Thompson as its new UK chief.
Nick Giovanni, the head of global technology, media and telecom investment banking at Goldman Sachs, joined Instacart as chief financial officer ahead of an expected public listing this year. Goldman promoted Sam Britton and Matt Gibson as co-heads of the group to replace Giovanni.
Investment group Sixth Street Partners has hired former Goldman Sachs chief financial officer Marty Chavez as a senior adviser.
Morrison & Foerster has hired nine new partners across seven offices in the US, Europe and Asia.
Party oasis Dubai has opened its doors and dance floors to foreigners in search of a post-lockdown holiday. But despite its fast-tracked vaccination programme, cases of a more infectious new virus variant are surging. (FT)
Ghost town The development group behind Canary Wharf envisioned it as a bustling destination for work and play, not just a financial hub. London’s third virus-induced lockdown has stalled its momentum. (FT)
Sneaker capitalism Nike’s outward anti-racism campaigns aimed to make social justice synonymous with its sneakers. But employees say the company has its own internal wounds to heal. (FT)
Rocking the boat Nicolai Tangen has left the realm of hedge funds behind to run Norway’s $1.3tn sovereign wealth fund. But his penchant for active management remains. It’s like sailing, he says: “You tighten a bit here, and loosen a bit there, and the thing ends up sailing a bit faster.” (FT)
Roblox: good game plan (Lex)
Due Diligence is written by Arash Massoudi, Kaye Wiggins and Robert Smith in London, Javier Espinoza in Brussels, James Fontanella-Khan, Ortenca Aliaj, Sujeet Indap, Eric Platt, Mark Vandevelde and Francesca Friday in New York and Miles Kruppa in San Francisco. Please send feedback to firstname.lastname@example.org
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