Investor group acquires Ultimate Software in $11bn deal

BY Fraser Tennant

In a move which takes a global provider of human capital management (HCM) into private ownership, Ultimate Software is to be acquired by an investor group led by private equity firm Hellman & Friedman in a transaction valued at approximately $11bn.

Under the terms of the agreement, all of Ultimate’s stockholders will receive $331.50 in cash for each share of the company’s common stock. Ultimate’s board of directors has unanimously approved the transaction and has recommended that stockholders vote in its favour.

Founded in 1990, Ultimate Software is a leading global provider of cloud-based human capital management and employee experience solutions, with more than 48 million people records in the cloud. The firm delivers HR, payroll, talent, and time and labour management, as well as HR service delivery solutions.

“This transaction will bring meaningful benefits to our employees and customers – both in the long and short terms,” said Scott Scherr, chief executive and founder of Ultimate. “It will also allow us to make additional, prudent investments in our products and services so that our customers will benefit from our ability to bring new features and services to market more quickly, while still enjoying the same high level of service.”

Upon completion of the transaction, Ultimate will continue to operate under the leadership of Mr Scherr and the existing senior management team. The privately held company will be owned by Hellman & Friedman in partnership with significant investors Blackstone, GIC, Canada Pension Plan Investment Board (CPPIB) and other investors, including JMI Equity.

“Ultimate’s impressive track record of growth is built on the outstanding quality of its software and its dynamic and motivated employees,” said David Tunnell, a partner at Hellman & Friedman. “The company deeply understands the essence of human capital management, having itself been recognised with numerous best workplace awards from leading publications for its exceptional mission-driven culture. We look forward to building on Ultimate’s successes, working along with our investment partners.”

The acquisition is expected to close in mid-2019, subject to stockholder approval and other customary closing conditions, including regulatory approvals.

News: Ultimate Software agrees to $11 billion buyout by investor group

Network Rail agrees to sell the arches in £1.5bn deal

BY Fraser Tennant

In a £1.5bn deal that will help fund railway upgrade plans, bring major improvements for passengers and reduce funding burden on taxpayers, Network Rail has agreed to sell its commercial estate portfolio to property company Telereal Trillium and investment firm Blackstone Property Partners.

Upon completion of the transaction, Telereal and Blackstone will hold equal ownership stakes and intend to be long-term owners of the estate. Both parties have adopted a ‘tenants first’ approach, cemented in a tenants’ charter, which offers a commitment to engage with all tenants and communities in an open and honest manner.

Network Rail launched the sale of its commercial estate in November 2017. The portfolio consists of approximately 5200 properties, the majority of which are converted railway arches. The sites are being sold on a leasehold basis, with Network Rail retaining access rights for the future operation of the railway.

Proceeds from the sale will help fund the railway upgrade plan, which is bringing 170,000 seats into major cities, 6400 extra train services and 5500 new train carriages – a 30 percent increase in capacity.

“This deal is great news,” said Sir Peter Hendy, chairman of Network Rail. “For tenants it will mean significant commitment and investment, and for passengers and taxpayers it will mean massive, essential improvements without an extra burden on the public purse.”

Both Telereal and Blackstone have long and successful track records of operating large commercial estates across the UK. Telereal will oversee the day-to-day property management of the portfolio.

“The arches portfolio is a unique and vital part of the UK economy,” said Graham Edwards, co-founder and chairman of Telereal. “We are tremendously excited by the prospect of working with its entrepreneurial tenant base.”

James Seppala, head of European Real Estate at Blackstone, added: “The portfolio is unique in the role that it plays in stimulating economic activity, growth and prosperity, in particular among SMEs and local communities.”

Mr Hendy concluded: “This has been a very thorough, detailed and complex process and we are pleased we are now in a position to announce Telereal Trillium and Blackstone Property Partners as the new owners of the commercial estate.”

News: Network Rail sells $2 billion property portfolio to fund railway improvements

Canadian PE and VC investment divergent in H1 2018

BY Fraser Tennant

Private equity (PE) and venture capital (VC) investment in Canada has been divergent in the first half (H1) of 2018, with activity trending downward and upward respectively, according to a new report by the Canadian Venture Capital & Private Equity Association (CVCA).

In its ‘VC & PE Canadian Market Overview H1 2018’, the CVCA notes that $7.6bn was invested across 146 PE deals in Q2, bringing the year-to-date (YTD) total to $14.5bn across 288 deals. Much of this investment was due to two mega deals which made up 69 percent of total dollars invested. In comparison, mega deals made up 51 percent of dollars invested in H1 2017.

Further key findings in the Canadian PE investment space include a sharp drop in the number of exits in H1 2018, with only 41 exits ($10.5bn) compared to 152 exits ($11.5bn) in H1 2017.

“Canadian PE appears on pace from previous years, however on the dollar side it is increasingly driven by significant deals, suggesting the levels are a bit more tenuous,” said Mike Woollatt, chief executive of the CVCA. “In the absence of a few large deals, activity in the Canadian PE market is being driven substantially by smaller deals as activity shifts to categories with typically smaller deal sizes.”

Unlike PE, VC investment is on an upward trajectory and shows no signs of slowing for the remainder of 2018. Indeed, almost $1bn was invested over 166 deals in Q2, bringing the year-to-date (YTD) total VC investment to $1.7bn – 7 percent higher than H1 2017. Moreover, Q2 2018 is the third time since January 2017 where VC investment in Canada has surmounted $1bn.

Additional key findings in the Canadian VC investment space include an average deal size of $6m, which represents a 28 percent increase from the previous quarter and 13 percent higher than the average deal size in the five-year period between 2013 and 2017 ($5.3m).

“Innovation in Canada is enjoying the best VC investment climate in well over a decade,” continued Mr Woollatt. “We are consistently observing an increase in size and volume of deals at all stages, plus, a welcome resurgence in exits. We are bracing for 2018 to be another record year.”

Report: VC & PE Canadian Market Overview H1 2018

EQT gets SUSE

BY Richard Summerfield

Private equity firm EQT Partners is to acquire British software company Micro Focus International’s Linux operating system SUSE enterprise software business for around $2.5bn, subject to shareholder approval and customary closing conditions.

The acquisition will be financed by the EQT VIII fund. Micro Focus will reportedly use some of the proceeds of the sale to reduce debt and may return some money to shareholders.

SUSE has been part of Micro Focus since 2014 when the company acquired The Attachmate Group for $2.35bn. At that time, SUSE represented just over a fifth of The Attachmate Group’s revenue. In the year to end April 2017, SUSE generated revenue of $303m and adjusted operating profit of $98.7m, according to Micro Focus  The EQT fund is paying a multiple of 26.7 times adjusted operating profit of the unit for the 12 months to end October 2017.

“Today is an exciting day in SUSE’s history,” said Nils Brauckmann, chief executive of SUSE. “By partnering with EQT, we will become a fully independent business. The next chapter in SUSE’s development will continue, and even accelerate, the momentum generated over the last years. Together with EQT, we will benefit both from further investment opportunities and having the continuity of a leadership team focused on securing long-term profitable growth combined with a sharp focus on customer and partner success. The current leadership team has managed SUSE through a period of significant growth and now, with continued investment in technology innovation and go to market capability, will further develop SUSE’s momentum going forward.”

“We are excited to partner with SUSE’s management in this attractive growth investment opportunity,” said Johannes Reichel, partner at EQT Partners and investment advisor to EQT VIII. “We were impressed by the business’ strong performance over the last years as well as by its strong culture and heritage as a pioneer in the open source space. These characteristics correspond well to EQT’s DNA of supporting and building strong and resilient companies, and driving growth. We look forward to entering the next period of growth and innovation together with SUSE.”

“It was clear from the outset that the SUSE Business was an outstanding business with great people, great customers and fantastic products in a vibrant and dynamic market,” said Kevin Loosemore, executive chairman of Micro Focus.

SUSE believes that the sale to Swedish-based EQT will help finance the next stage in its expansion, allowing the company to hire additional software engineers.

News: UK's Micro Focus sells SUSE software business to EQT for $2.5 billion

$5.57bn deal sees KKR take Envision Healthcare private

BY Fraser Tennant

Continuing its recent, high-profile mergers & acquisitions (M&A) activity within the healthcare sector, private equity (PE) firm KKR is to acquire US medical staff provider Envision Healthcare in a deal valued at $5.57bn.

The acquisition of Envision saw global investment giant KKR see off competition from Carlyle Group, TPG Global and others to seal the deal for $46 per share. The agreement is an all-cash transaction, including the assumption or repayment of debt.

"Envision is a leading provider of physician-led services in a healthcare system in which physician-patient interactions have a pronounced impact on nearly all healthcare decisions,” said Jim Momtazee, head of KKR's healthcare investment team. “Envision has a very strong reputation for delivering high-quality, patient-focused care through its network of 25,000 clinical professionals at thousands of hospitals, surgery centres and alternate sites of care across the country.”

No stranger to Envision Healthcare, KKR already owns Envision American Medical response (AMR), the largest US provider of ambulance services, which it bought for $2.4bn in 2017 and merged with its helicopter ambulance service. Another healthcare sector deal last year saw KKR take WebMD Health Corp private for an estimated $2.8bn.

The agreement for KKR to acquire Envision Healthcare has been unanimously approved by Envision's board of directors and represents the culmination of the board's comprehensive review of strategic alternatives to enhance shareholder value.

Over the last seven months, the Envision Healthcare board, with the assistance of three independent financial advisers and legal counsel, examined a full range of options to generate shareholder value, including capital structure alternatives, potential acquisitions, portfolio optimisation, a potential sale of the whole company, and continued operation as a standalone business.

"After conducting a robust review of the business and competitive landscape, the company's opportunities and challenges, and the strategic and financial alternatives available, the board unanimously believes that this transaction will deliver the most value to Envision's shareholders,” said James D. Shelton, Envision's lead independent director.

The transaction is expected to be completed in the fourth quarter of 2018 and is subject to customary closing conditions and regulatory approvals.

Mr Momtazee concluded: “We are excited to partner with the outstanding team at Envision Healthcare to help build upon the strong foundation in place and accelerate the organisation’s growth going forward."

News: KKR to take Envision private for $5.57 billion in healthcare push