The weekly wrap: MidOcean, Tiivity Health, Vista

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Target Acquirer Value ($millions) Synopsis
NutriSystem Inc Tivity Health Inc 1,443.4 Tivity Health Inc definitively agreed to acquire the entire share capital of NutriSystem Inc, a Horsham-based provider of weight management and fitness services, for $1.443 billion. Tivity offered $38.75 in cash and 0.2141 common shares per NutriSystem share. Based on Tivity's closing stock price of $40.61 on 7 December 2018, the last full trading day prior to the announcement, each NutriSystem share was valued at $47.445. Upon completion of the deal, Tivity and NutriSystem will respectively own 87% and 13% of the merged entity.
Ranpak Corp One Madison Corp 950.0 One Madison Corp definitively agreed to acquire Ranpak Corp, a Concord Township-based manufacturer of folding paperboard boxes, for $950 million in cash from Rhone Capital LLC, ultimately owned by Rhone Group LLC.
CBS Corp-CBS Television City Property & Sound Stage Operations Hackman Capital Partners LLC 750.0 Hackman Capital Partners LLC definitively agreed to acquire CBS Television City Property & Sound Stage Operations of CBS Corp, a New York City-based mass media company, for $750 million via a sale and leaseback transaction.
Waypoint Leasing Holdings Ltd Macquarie Group Ltd 650.0 Macquarie Group Ltd of Australia definitively agreed to acquire the bankrupt Waypoint Leasing Holdings Ltd, a Darien-based provider of commercial transportation equipment rental and leasing services, for an estimated $650 mil.
Aurora Diagnostics LLC Sonic Healthcare Ltd 540.0 Sonic Healthcare Ltd of Australia agreed to acquire the entire share capital of Aurora Diagnostics LLC, a Palm Beach Gardens-based medical laboratory operator, from Aurora Diagnostics Holdings LLC for $540 million in cash.
Iqms Inc Dassault Systemes SA 425.0 Dassault Systemes SA of France definitively agreed to acquire IQMS Inc, a Paso Robles-based software publisher, for $425 million in cash.
Linde Gas North America Llc-Hydrogen & Carbon Monoxide Business Matheson Tri-Gas Inc 413.1 Matheson Tri-Gas Inc, a unit of Taiyo Nippon Sanso Corp, plans to acquire hydrogen & carbon monoxide business of Linde Gas North America Llc, a Murray Hill-based manufacturer of industrial gas owned by Linde AG, for $413.07 million.
National Teachers Associates Life Insurance Co Horace Mann Educators Corp 405.0 Horace Mann Educators Corp definitively agreed to acquire National Teachers Associates Life Insurance Co, an Addison-based direct life insurance carrier, for $405 million.
Bitesquad.com LLC Waitr Holdings Inc 321.5 Waitr Holdings Inc definitively agreed to acquire Bitesquad.com LLC, a Minneapolis-based software publisher, for $321.456 million. The consideration will consist of $202.1 million in cash and the issuance of 10.6 million in common shares valued at $119.356 million. The shares were valued based on Waitr's closing stock price of $11.26 on 11 December 2018, the last full trading day prior to the announcement.
Good Food Holdings LLC E-Mart Inc 270.0 E-Mart Inc of South Korea plans to acquire Good Food Holdings LLC, a Philadelphia-based provider of financial investment services, for $270 million.
Hess Corp-Bakken Water Business Hess Infrastructure Partners LP 225.0 Hess Infrastructure Partners LP plans to acquire the Bakken water business of Hess Corp, a New York-based petroleum refinery operator, for $225 mil.
Petersen Aluminum Corp Carlisle Construction Materials 197.0 Carlisle Construction Materials, a unit of Carlisle Cos Inc, definitively agreed to acquire Petersen Aluminum Corp, an Elk Grove Village- based roofing, siding and insulation material merchant wholesaler, for an estimated $197 million.
Veritone Inc Apis Ventures LLC 188.3 Via an unsolicited offer, Apis Ventures LLC, a unit of Apis Capital Management LLC, plans to acquire the remaining 94.97% interest it does not already own in Veritone Inc, a Costa Mesa-based provider of data processing and hosting services, for $10.26 in cash per share or a total of $188.325 million.
SI Financial Group Inc Berkshire Hills Bancorp Inc 180.4 Berkshire Hills Bancorp Inc definitively agreed to merge with SI Financial Group Inc, a Willimantic-based bank holding company, via a stock swap transaction valued at $180.446 million. Berkshire Hills offered 0.48 common share per SI Financial share. Based on Berkshire Hills' closing stock price of $31.24 on 10 December 2018, the last full trading day prior to the announcement, each SI Financial share was valued at $14.995.
Syntron Material Handling LLC Kadant Inc 179.0 Kadant Inc plans to acquire Syntron Material Handling LLC, a Saltillo-based manufacturer of material handling equipment, from Levine Leichtman Capital Partners Inc for $179 million in cash.
Dexter Horton Building,Seattle,Washington CIM Group Acquisitions LLC 151.0 CIM Group Acquisitions LLC has agreed to acquire the Dexter Horton Building in Seattle, for $151 million from Pacific Dexter Horton LLC, owned by Pacific Eagle (US) Real Estate Fund LP.
Bridgeview Bancorp Inc First Midwest Bancorp Inc, Itasca,Illinois 145.0 First Midwest Bancorp Inc in Itasca, Illinois definitively agreed to acquire the entire share capital of Bridgeview Bancorp Inc, a Bridgeview-based commercial bank, for an estimated $145 million. The consideration will consist of a combination of $1.79 cash and 0.277 First Midwest common shares for every Bridgeview share.
Hiperos LLC Coupa Software Inc 95.0 Coupa Software Inc acquired Hiperos LLC, a Wesborough-based software publisher, from Opus Global Holdings LLC for $95 million.
Uniti Financial Corp BayCom Corp 60.7 BayCom Corp definitively agreed to acquire the entire share capital of Uniti Financial Corp, a Buena Park-based commercial bank, for $60.692 million. The consideration will consist of $2.3 in cash per share and 0.0723 common shares per Uniti share. Based on Bay's closing stock price of 22.63 on 9 December 2018, the last full trading day prior to the announcement, each Uniti share was valued at $1.636. Upon completion of the deal, Bay and Uniti will respectively own 90.7% and 9.3% of the combined entity.
Deco Logistics Inc Universal Logistics Holdings Inc 60.0 Universal Logistics Holdings Inc acquired Deco Logistics Inc, a Riverside-based provider of logistics consulting services, for an estimated $60 million in cash. The transaction included Oaktree Logistics Inc.
Huntington National Bank-Wisconsin branch bank operations Associated Bank NA 34.0 Associated Bank NA, a unit of Associated Banc-Corp, agreed to acquire Wisconsin branch bank operations of Huntington National Bank, a Columbus-based commercial bank, ultimately owned by Huntington Bancshares Inc in Columbus, Ohio, for $34 million.
All American Poker Network 888 Holdings PLC 28.0 888 Holdings PLC of Gibraltar acquired the remaining 53% interest it did not already own in All American Poker Network, a provider of gambling services, from its joint venture partner Avenue Capital Group LLC for $28 million.
FMB Equibanc Inc Morris State Bancshares Inc 23.6 Morris State Bancshares Inc definitively agreed to merge with FMB Equibanc Inc, a Statesboro-based commercial bank, via a stock swap transaction valued at $23.6 million. The consideration will consist of a choice of issuance of stock valued at $23.6 mil, or $23.6 million in cash, or a combination of stock and cash valued with a similar total value.
Hyatt Place Jacksonville Airport,Jacksonville,Florida Apple Hospitality REIT Inc 15.4 Apple Hospitality REIT Inc acquired Hyatt Place Jacksonville Airport, a hotel in Jacksonville, for an estimated $15.4 million.
Momentum Water Transfer Services LLC Smg Industries Inc 1.4 SMG Industries Inc acquired the entire share capital of Momentum Water Transfer Services LLC, a Houston-based water and sewer Line constructor, for an estimated $1.396 million. The consideration will consist of $0.362 million in cash, $0.800 million in subordinated notes and issuance of 0.550 million common shares valued at $0.234 million. The shares were valued based on SMG's closing stock price of $0.425 on 7 December 2018, the last full trading day prior to the announcement.
Adaptly Inc Accenture PLC Accenture PLC of Republic of Ireland agreed to acquire Adaptly Inc, a New York City-based provider of custom computer programming services.
International Imaging Materials Inc ACON Investments LLC ACON Investments LLC, a unit of TPG Capital LP, acquired International Imaging Materials Inc, an Amherst-based manufacturer of carbon paper and inked ribbons, from Altus Capital Partners II LP, ultimately owned by Altus Capital Partners LLC via a leveraged buyout transaction.
Mustache LLC Cognizant Technology Solutions Corp Cognizant Technology Solutions Corp plans to acquire Mustache LLC, a Brooklyn-based provider of marketing consulting services.
Cast & Crew Entertainment Services LLC EQT VIII EQT VIII of the UK, a unit of EQT Fund Management Sarl, agreed to acquire Cast & Crew Entertainment Services LLC, a Burbank-based provider of payroll services, from Silver Lake Management LLC via a tertiary buyout transaction. Previously, Silver Lake acquired Cast & Crew. Originally, Cast & Crew Entertainment Services LLC SPV acquired Cast & Crew.
CannaMLS Have A Heart Have A Heart acquired CannaMLS, a Seattle-based manufacturer of medicinals and botanicals.
Citizens Parking Inc Investor Group An investor group, comprised of Mubadala Capital, a unit of the Emirati state-owned Mubadala Development Co PJSC and ParkJockey Global Inc acquired Citizens Parking Inc, an Atlanta-based parking lot and garage operator.
Clearplan Inc KAR Auction Services Inc KAR Auction Services Inc acquired Clearplan Inc, a Reno-based software reproducer.
Otis-Magie Insurance Agency Inc Marsh & McLennan Agency LLC Marsh & McLennan Agency LLC, a unit of Marsh Inc, acquired Otis-Magie Insurance Agency Inc, a Duluth-based insurance agency.
Bell Wealth Management Mercer Advisors Inc Mercer Advisors Inc, a unit of Genstar Capital LLC, acquired Bell Wealth Management, a South Burlington-based investment advisor.
Evans Adhesive Corp Meridian Adhesives Group LLC Meridian Adhesives Group LLC, a unit of Arsenal Capital Partners LP, acquired Evans Adhesive Corp, a Rancho Cucamonga-based manufacturer of industrial adhesives.
Meyers Research LLC MidOcean Partners LLP MidOcean Partners LLP, a unit of Ripplewood Holdings LLC, acquired Meyers Research LLC, a Costa Mesa-based provider of marketing research and opinion polling services, from Kennedy-Wilson Holdings Inc via a leveraged buyout transaction. Concurrently, MidOcean acquired Hanley Wood Media Inc.
Hanley Wood Media Inc MidOcean Partners LLP MidOcean Partners LLP (MidOcean), a unit of Ripplewood Holdings LLC, acquired Hanley Wood Media Inc, a Washington Dc-based media buying agency, via a leveraged buyout transaction. Concurrently, MidOcean acquired Meyers Research LLC.
Broadcast Sports International LLC NEP Group Inc NEP Group Inc, a unit of Carlyle Global Partners LP, acquired Broadcast Sports International LLC, a Hanover-based provider of wireless broadcast audio-visual services.
Netsmart Technologies Inc Netsmart Technologies Inc SPV Netsmart Technologies Inc SPV, a special purpose acquisition vehicle formed owned by GI Partners LLP and TA Associates Management LP, definitively agreed to acquire Netsmart Technologies Inc, an Overland Park-based software publisher, from Nathan Holding LLC, jointly owned by GI Partners LLP and Allscripts Healthcare Solutions Inc via an internal reorganization and a leveraged buyout.
BrightSpring Health Services PharMerica Corp PharMerica Corp, a unit of Phoenix Parent Holdings Inc, agreed to acquire BrightSpring Health Services, a Louisville-based provider of home health care services, from Onex Corp.
Ambonare Inc Red River Technology LLC Red River Technology LLC acquired Ambonare Inc, an Austin-based provider of computer systems design services.
ServiceMax Inc Silver Lake Management LLC Silver Lake Management LLC agreed to acquire a 90% interest in ServiceMax Inc, a San Ramon-based provider of Field Service Management Software, from GE Digital Energy (GE Power Systems), owned by GE Power Systems, via a leveraged buyout transaction.
Pal-Med Inc Solara Medical Supplies Inc Solara Medical Supplies Inc acquired Pal-Med Inc, a West Columbia-based wholesaler of medical equipment and supplies.
Dealerscience Llc TrueCar Inc TrueCar Inc, a unit of Peppy Capital-25 LP, acquired the entire share capital of Dealerscience Llc, a Boston-based software publisher.
7Park Data Inc Vista Equity Partners LLC Vista Equity Partners LLC acquired 7Park Data Inc, a New York City-based software publisher, via a leveraged buyout transaction.
American Disposal Services Inc Waste Connections Inc Waste Connections Inc of Canada acquired American Disposal Services Inc, a Manassas-based provider of solid waste collection services, from Allied Waste Industries Inc, ultimately owned by Republic Services Inc.
Yellow Cab Of Albuquerque zTrip Inc zTrip Inc acquired Yellow Cab of Albuquerque, an Albuquerque-based provider of taxi services.
US M&A Deals Announced December 7 to 13, 2018
Source: Thomson Reuters
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