M&A wrap: Aquiline, Latam Airlines, Texas Capital, Merck, Apax, CVC, Sun Capital

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Aquiline Capital Partners, a private investment firm that focuses financial services and technology, has closed its fourth private equity fund at $2 billion. The fund has invested in three companies: CoAdvantage, which offers insurance and human resources to small and mid-sized businesses; Ontellus, a medical records retrieval and claims evaluation services company for insurance carriers and law firms; and Elm Street Technology, a real estate technology and marketing services provider. "Today's dynamic market conditions are creating significant disruptions across financial services, technology and healthcare that we believe will present compelling investment opportunities for us," says Jeff Greenberg, CEO of Aquiline.

DEAL NEWS
Latam Airlines Group SA, Latin America’s largest air carrier, sought bankruptcy court protection in New York after the Covid-19 pandemic grounded flights across the region. The Chapter 11 petition allows Latam to keep operating while the Chilean carrier works out a plan to pay creditors and turn around the business. Latam, whose shareholders include Chile’s Cueto family and Delta Air Lines Inc., is operating on a reduced schedule and has commitments for a bankruptcy loan of as much as $900 million. Airlines, particularly those in Latin America, have been hit hard by the coronavirus outbreak, which triggered travel bans and made people reluctant to fly. Avianca Holdings SA, the largest air carrier in Colombia, filed for Chapter 11 bankruptcy earlier in May, burdened by the sharp drop in fliers and its own onerous debt load. Read the full story by Bloomberg News: Latam Air files Chapter 11 bankruptcy, citing lockdowns.

Texas Capital Bancshares and Independent Bank Group in have called off their planned $3.1 billion merger. Texas Capital and the $15.6 billion-asset Independent said they were going their separate ways after the coronavirus outbreak hurt global markets and the companies’ ability to meet the merger’s objectives. Read the full story: Texas Capital, Independent terminate $3 billion merger.

Merck (NYSE: MRK) is buying biotechnology company Themis. The latter is working on developing a vaccine to potentially treat the coronavirus. “We are eager to combine our strengths both to develop an effective Covid-19 vaccine in the near term and to build a pandemic preparedness capability directed toward emerging agents that pose a future epidemic threat," says Roger Perlmutter, president of Merck Research Laboratories.

Apax Partners is investing $550 million in KAR Global (NYSE: KAR). The target sells used cars through auctions. "KAR took early and decisive steps in response to Covid-19 to protect the safety of our employees and customers, preserve our capital position and keep our operations moving forward," says Jim Hallett, CEO of KAR. "This transaction will help us continue to support our global customers and further accelerate our digital transformation." Goldman Sachs & Co., J.P. Morgan Securities LLC and Skadden, Arps, Slate, Meagher & Flom LLP advised KAR. Simpson Thacher & Bartlett LLP advised Apax.

IA Financial Group has acquired Innovative Aftermarket Systems, a marketer, administrator and underwriter of vehicle protection products, from Genstar.

CVC Capital Partners is buying a 28 percent stake in Pro14, an annual rugby competition that includes 14 clubs across Ireland, Italy, Scotland, South Africa and Wales.

DEAL TRENDS
Most institutional investors are planning no changes to their private market allocations, despite increased stress from the coronavirus pandemic, according to a survey from capital placement agent Eaton Partners. About 51 percent of LPs said they are not making any changes to their portfolios, while 23 percent will increase allocations and 26 percent will cut allocations. Eaton Partners is a subsidiary of Stifel.

Private equity firm Sun Capital Partners is celebrating its 25th anniversary. Founded in 1995 by co-CEOs Marc Leder and Rodger Krouse, Sun Capital, known for its operational focus, has grown into a global firm that has raised seven funds and invested in more than 375 companies with revenues of approximately $50 billion. “As we have all experienced in recent months, the next 25 years will bring much change and create unexpected needs and opportunities," says Krouse.

PEOPLE MOVES
Eran Cohen was hired by direct lender MGG Investment Group as a managing director. He was previously with Wells Fargo.

Greg Cohen, Scott Heberton, Steve Ozonian and Stefanie Shelley have been appointed to Lovell Minnick's advisory council.

Oliver Rochman and Rob Mailer have joined law firm Morgan Lewis as partners. They focus on private equity, fundraising and fund formation.

CORONAVIRUS IMPACT
Arizent, the parent company of Mergers & Acquisitions, released a new survey May 15 to understand how executives across industries were dealing with the impacts of the Covid-19 crisis after operating in a “new normal” environment for two months. As the coronavirus pandemic continues to extend its grip on the globe — infecting more than 1.41 million Americans (over 4.44 million globally) by the middle of May — executives must navigate their organizations through uncharted territory, with the possibility that the virus may not disappear any time soon. This is forcing C-suites to make big, lasting decisions with few guideposts to aid them. The April survey found that there was a surprisingly smooth, albeit hurried transition to remote, with most companies, including private equity firms and investment banks, feeling that they performed on par or above their own expectations. However, technology gaps did arise, as some companies found that customers either didn’t have the equipment to access their accounts digitally or needed training from staff working remotely. In the middle market, dealmakers report that “opportunities have thinned somewhat but have not disappeared," as one private equity investor put it. "Investor base still has liquidity to invest." Said one investment banker focused on real estate: "Pending deals were either put on hold, cancelled or delayed. Asset prices for listings are being re-evaluated or renegotiated with the sellers and buyers expecting discounts." For more, see: Exclusive survey: How private equity firms, investment banks and other companies are surviving the pandemic.

What do you do when you’re a dealmaker under quarantine, 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 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. In some respects, it is easier to build relationships now, explains Nanette Heide, partner, co-chair, private equity group, Duane Morris. “Meeting folks over a video conference from their home is immediately humanizing.” M&A pros also point out that human factors play a role. "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.

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. 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. 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 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.

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.

Editor's Note: M&A wrap is a bi-weekly column, published on Mondays and Thursdays. I

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