M&A wrap: Liberty, Telefonica, Virgin Media, O2, MidCap, Apollo, Unity Technologies, Finger Food, KKR, Rising Stars


Meeting other dealmakers and building relationships are essential activities in the middle market. Most dealmakers – especially those in business development roles – typically spend a large percentage of their time on the road, conducting one-on-one meetings, attending conferences, going out for meals and engaging in bonding activities, like playing golf or going to a ball game. So what do you do when you’re quarantined and face-to-face meetings are out of the question? For Work from Home (WFH) strategies, Mergers & Acquisitions turns to eight prominent dealmakers from private equity firms, investment banks, lenders and law firms. “I have been pleasantly surprised how quickly everyone has adapted to this new environment and implementing technology to work remotely,” says Karin Kovacic (pictured), managing director at Neptune Financial. “This shift has emphasized which companies and places are flexible and able to change fast.”
“I miss the excitement of a great conference; wearing my nice clothes, early morning breakfasts, the one-on-ones, drinks with my women ‘tribe,’ and dinner at a steakhouse, even though I am a vegan,” says Amy Weisman, managing director, business development, Sterling Investment Partners. “Zoom from home, while effective, does not replace being on the road; the airport meal-on-the-run, the frustrating iPhone tracking of my Uber, the friendly handshake of a banker, and the in-person deal discussions that generate new ideas.” In some respects, it is easier to build relationships, explains Nanette Heide, partner, co-chair, private equity group, Duane Morris. “For the first time, we all have a common social thread – stay at home. Under normal circumstances, we would meet someone and look for that common thread. It is now readily apparent and an easy topic of discussion and all seem interested in sharing experiences in this stay-at-home environment. Further, meeting folks over a video conference from their home is immediately humanizing.” Emotional Quotient (EQ) is “more important than ever during trying times,” says Jeremy Holland, managing partner, origination, The Riverside Co. “It’s critical to remember that the dealmaker on other side of the (now figurative) deal table is a person, too. They have good and bad days and presumably know many people in high-risk categories, potentially even themselves. Being extra thoughtful about each interaction is important.” Read our full coverage: Dealmaking under quarantine: 8 private equity and M&A pros share strategies while social distancing.

Sophia Popova Summit Partners, Pavan Tripathi of Bregal Sagemount and Christine Wang of Francisco Partners were among the 10 individuals Mergers & Acquisitions named the 2019 Rising Stars of Private Equity. Who should be on our list for 2020? We have opened up the nomination process, and we are seeking individuals who are full-time private equity investors and whose best days are yet to come. These are the folks you predict will one day play a key leadership role at your PE firm – or will head up their own. New for 2020: This year, we will be taking a close look at how Rising Stars candidates are performing in the face of the Coronavirus Pandemic, how they are excelling in dealmaking while Working from Home and how they are helping portfolio companies pivot to the future New Normal. Send in nominations by Friday May 22.

CLICK HERE TO SUBMIT A NOMINATION

DEAL NEWS
Liberty Global and Telefonica have agreed to a 50-50 merger that would create the largest phone and Internet operator in the United Kingdom. Liberty Global’s Virgin Media is valued for the deal at 18.7 billion pounds ($23.1 billion) and Telefonica’s O2, the largest mobile platform in the U.K., at 12.7 billion pounds ($15.7 billion); the new company is valued at 31 billion pounds ($38.3 billion). The deal is expected to close in middle of 2021.

MidCap Financial, a middle-market-focused specialty finance firm managed by a subsidiary of Apollo Global Management Inc., has completed an equity offering of more than $300 million. Howard Widra, senior partner at Apollo, says the offering adds capital to strengthen the balance sheet and support borrowers during the coronavirus crisis. “As a result of this capital raise, we also believe MidCap is well positioned to serve even more great companies in all stages of growth or transition and be one of leading providers of capital in the next cycle,” he says.

San Francisco-based Unity Technologies, creator of interactive real-time 3D content, has acquired Finger Food Advanced Technology Group, a Vancouver, Canada, professional services tech firm. Finger Food builds custom solutions utilizing artificial intelligence, virtual reality, blockchain, robotics and Internet of things technologies for global companies including Softbank Robotics, Enbridge and Lowe’s. Unity will be retaining all 200-plus employees of Finger Food.

Latitude 27 Capital, a Sarasota, Florida, small and middle market private investment firm, has acquired the assets of JK Jewelry Inc., a jewelry wholesaler, and formed JK Acquisition. Debt capital to fund the purchase of JK Findings was provided by TCF Capital Funding and Route 2 Capital Partners.

DEAL TRENDS
M&A activity in North America consistently declined during the first quarter due to the coronavirus crisis, reports GlobalData, a data and analytics company. The number of M&A deals in North America steadily dropped during the first quarter: 1,178 in January, 1,024 in February and 820 in March. While the monthly deal value total rose at the beginning of 2020, the Covid-19 pandemic caused a decline at the end of the first quarter: from $48 billion in January to $69.6 billion in February to $60.5 billion in March. “The slowdown in deal activity in North America can be attributed to the Covid-19 outbreak prompting a more cautious approach from acquirers when considering big investments,” says Aurojyoti Bose, lead analyst at GlobalData. Notable M&A deals for the quarter included the merger of Willis Towers Watson and Aon for more than $30 billion and Morgan Stanley’s $13 billion acquisition of E*TRADE Financial. “Though North America showcased a decline of 13 percent in March 2020 in terms of value, the decline would be much wider upon excluding the Willis Towers Watson-Aon merger deal,” Bose says.

KKR & Co. reports that the coronavirus crisis is opening up possibilities for the firm to expand even more than the last financial crisis. “We find ourselves in the fortunate position of being ready as a firm this time to not only play defense but also playing more offense and we’ve been doing a lot of both over the last several weeks,” said Scott Nuttall, co-president of KKR, during an earnings call. Most of KKR’s businesses posted first-quarter declines: its PE portfolio dropped 12 percent; its only gain was in its global infrastructure business, up 18 percent KKR spent about $8 billion across credit and equity since the start of the crisis, and has raised $10 billion over the last two months.

CORONAVIRUS IMPACT
Alternative asset fund managers report many challenges in fundraising, deal origination and portfolio company operations, as economic interruption and travel restrictions from the coronavirus crisis have led investors to delay making fund commitments, according to an April survey of fund managers and investors conducted by Prequin, a provider of data and analytics on alternative assets. Almost half of investors are concerned about the impact of the denominator effect on their portfolio, and a quarter are concerned about their liquidity to fund capital calls. Significant proportions of both fund managers and investors expect Covid-19 to have a slightly negative long-term impact on returns, but most investors say that the pandemic will have no impact on how much they invest in alternatives.

How much employee monitoring is okay, and when does it cross a line? During a quarantine, banks rely on technology to monitor employees as best they can. They track productivity, watch for signs of fraud and even look for signs of burnout and stress. Some monitor employees’ instant messages and emails; some use monitoring technology from companies like InterGuard, Teramind and Time Doctor. Still others have employees turn on their web cameras in the morning and leave them on all day. And companies are thinking about Covid-19 monitoring when employees return to work: measuring body temperature, watching for social-distancing rule violations, even potentially ordering blood tests to make sure contagious people go back home. Read the full story: Is the coronavirus giving banks an excuse to spy on employees?

The Covid-19 pandemic turned America—a nation long committed to easy mobility—upside down. Driving has dramatically declined and new vehicle production has ground to a halt, leaving no doubt that the impact on M&A within this space will go well beyond this black swan event. The impact on the automotive aftermarket—and the prospects for the industry in the months and years ahead—make for a particularly compelling case study. While the automotive aftermarket space is certainly not immune to the coronavirus, we are seeing that companies with a strong direct-to-consumer (DTC) e-commerce foundation and those catering to enthusiasts are faring better than others. Read the full story: Auto parts sellers turn to e-commerce, as coronavirus quarantine keep drivers off the roads.

Volkswagen, Ford Motor Co. (NYSE: F), Toyota Motor Corp. (NYSE: TM), General Motors Co. (NYSE: GM) and Daimler have recently shut down plants due to the coronavirus pandemic. Volkswagen has canceled its full-year forecast because of the shutdown. J.D. Power expects U.S. auto sales this year to fall between 12.5 and 14.5 million vehicles, a decrease from around 16.5 million to 17 million cars and trucks before the coronavirus outbreak. Meanwhile other businesses are looking to restructure, as car sales drop. For example, Tata Motors Ltd., the owner of Jaguar Land Rover, plans to separate its cars business from trucks and buses, as the company seeks partners for a unit that has been hurt by the pandemic. Tata Group bought the maker of the Jaguar XE sedan and the Land Rover Discovery sport utility vehicle from Ford in 2008 for $2.3 billion. The impact is also hurting pending auto deals. And car dealerships are feeling the brunt from the slowdown in production and sales too. Read the full story: Automakers struggle with quarantine forcing people to work from home.

The Federal Reserve has taken unprecedented actions to stabilize U.S. financial markets and keep credit flowing in the wake of the coronavirus pandemic. On March 3 it announced its first emergency interest rate cut since the 2007-2009 financial crisis; it further slashed the federal funds rate to zero on March 15 while at the same time urging banks to lend via the discount window. It also used its emergency lending powers under the Federal Reserve Act to prepare credit facilities to rescue flailing markets, something it had not done since the financial crisis. Over a decade ago, the Fed created six credit facilities and used its emergency lending powers to provide financial assistance to AIG, Bear Stearns, Citigroup and Bank of America. In less than two months this year, the Fed has announced 11 different credit facilities, all intended to support the flow of credit to households and businesses that may have encountered financial difficulties as a result of the coronavirus. Read the full story: Cheat sheet: 8 ways Fed is using emergency powers to counter pandemic

The coronavirus pandemic will change the world and how we live in it profoundly, with dramatic shifts in how we gather and meet, work and learn, make products and distribute them. But exactly how the transformations will play out in the middle market is difficult to discern. Several recent reports and surveys aim to provide a sense of direction. Read the full story: Coronavirus crisis is changing everything, including private equity and M&A.

To explore how the coronavirus is affecting the middle market, Mergers & Acquisitions interviews dealmakers from Alvarez & Marsal, Merrill Corp., M33 Growth, M-III Partners, Paul Hastings and the Riverside Co. Read our full coverage: “Brace for impact,” say private equity firms to portfolio companies about the coronavirus.

The coronavirus pandemic has already quashed a number of previously announced deals, including Xerox’s hostile takeover bid for HP. More deals are expected to fail, as companies focus on preserving cash and ensuring debt access just to make it through the challenging economic cycle. The auto, retail, restaurant, travel and manufacturing sectors have been particularly hit hard, as they face declining sales and location closures. Automotive manufacturers are restructuring their businesses, and car dealerships are seeing fewer people walk in the door. For more, read our full coverage: 5 derailed deals: HP, TGI Fridays among those losing buyers during coronavirus crisis.

Deal structures are changing, especially in terms of what happens after a deal is completed. Read our story: How to manage post-closing disputes in M&A as a result of the coronavirus.

Covid-19 is forcing M&A practitioners to assess appropriate risk allocation mechanisms to address the impact of the virus on global business operations, including Representations and Warranties Insurance (RWI). Read the guest article: How the coronavirus forces dealmakers to assess effectiveness of RWI policies.

As consumer spending and business investment is declining, we expect a slowdown in private equity transaction volume. Read the story: Private equity deals will slow down, as global economy stalls amid coronavirus pandemic.

For more on how to cope with these challenging times, see: Coronavirus contingency planning checklist for the middle market.

FEATURED CONTENT
In the challenging times we face now, it’s more important than ever to come together as a community and recognize the people and companies that excel and lead. We invite you to join us in honoring the 2019 winners of Mergers & Acquisitions’ M&A Mid-Market Awards. In contrast with the volatile coronavirus-driven conditions unfolding in 2020, the dealmaking environment of 2019 was remarkably stable. Among the PE firms benefitting from the auspicious fundraising climate was Vista Private Equity, which raised a $16 billion fund – the largest technology-focused PE fund ever raised. Mergers & Acquisitions is honoring Vista founder and CEO Robert F. Smith with our 2019 Dealmaker of the Year award. In addition to leading his firm’s unprecedented fundraising, Smith excelled in philanthropy. When he spoke at the commencement of Morehouse College, he announced he would pay off all the student loans of the HBCU’s 2019 graduates, providing a helping hand in the student debt crisis facing many U.S. families. The financial services sector saw a lot of consolidation in 2019. Piper Jaffray wins our 2019 Deal of the Year for buying Sandler O’Neill to form Piper Sandler, which instantly became a leading investment bank in the financial services sector. And Stifel wins our 2019 Investment Bank of the Year for growing dramatically and making several acquisitions. Read our full awards coverage: Meet the winners of Mergers & Acquisitions’ M&A Mid-Market Awards.

Once venture capital-backed startups themselves, today’s tech giants know a thing or two about VC seed money. It’s fitting that many of them have created corporate venture capital groups of their own. These CVCs help their owners experiment and nurture new technologies and ideas in the early stages, without requiring the commitment of an acquisition. The CVC strategy often augments a company’s research and development efforts as well as complementing its M&A strategy. Middle-market dealmakers would be wise to track the VC investments of the five companies we highlight: Amazon.com Inc. (Nasdaq: AMZN), Google (Nasdaq: GOOG), Intel (Nasdaq: INTC), Microsoft Corp. (Nasdaq: MSFT) and Salesforce.com Inc. (NYSE: CRM. Read our full coverage: Venture forth: How five of the biggest tech companies explore new territory through early-stage investments.

In a period of accelerating technology innovation and investment, it’s critical to stay aware of new technologies, offerings, data and analytics types and business models in your space, and adjacent spaces. Most companies are looking for ways to get better and earlier access to the startup space. While corporate venture capital (CVC) is only one method, it can be a fairly powerful one. Read full coverage: How corporations can benefit from VC investments in technology

Houlihan Lokey, Lincoln International, Jefferies Financial Group, William Blair and Piper Sandler Cos. rank as the top five most active M&A investment banks in 2019, based on the volume of completed private equity-backed deals in the U.S., according to PitchBook. Besides advising on M&A deals, the investment banks on the top 10 list also had a busy year with acquisitions of their own in 2019, including two acquisitions by Houlihan Lokey and three by Stifel Financial. Piper Sandler Cos., was created when Minneapolis-based Piper Jaffray Cos. acquired New York-based Sandler O’Neill & Partners in a deal representing more than half of Piper Jaffray’s $930 million market capitalization. The firm also had another acquisition in 2019 and sold a company to exit the traditional asset management business. See our full coverage: Top investment banks for PE-backed deals in 2019: Houlihan Lokey led the pack.

Audax, HarbourVest and Genstar ranked as the top three most active private equity firms in 2019, based on the volume of completed deals in the U.S., according to PitchBook. Three companies tied for fourth place: Abry, Carlyle and Shore Capital. Where were these PE firms looking for deals? Eight of the firms on our list name the software and technology sector among their top investment targets, and seven put healthcare companies on their priority list. Financial services and consumer services are each named by five of the firms as industries they focus on, with four naming business services companies. Fundraising from investors in 2019 led to two notable fund launches earlier in 2020: KKR’s Global Impact Fund and HarbourVest’s $2.6 billion HarbourVest Fund XI. See our full coverage: Top private equity firms in U.S. deals in 2019: Audax Private Equity ranked No. 1.

To celebrate deals, dealmakers and dealmaking firms, Mergers & Acquisitions produces three special reports every year: the M&A Mid-Market Awards; the Rising Stars of Private Equity; and the Most Influenital Women in Mid-Market M&A. For an overview of what we’re looking for in each project, including timelines, see Special reports overview: M&A Mid-Market Awards, Rising Stars, Most Influential Women.