Nexstar acquires Tribune Media in $6.4bn deal

BY Fraser Tennant

In a deal which makes it one of the largest regional TV station operators in the US, Nexstar Media Group, Inc is to acquire Tribune Media Company in a transaction valued at $6.4bn.

The definitive merger agreement will see Nexstar acquire all outstanding shares of Tribune Media for $46.50 per share in a cash transaction, including the assumption of Tribune Media’s outstanding debt.

The combination of two leading companies with complementary national coverage will reach approximately 39 percent of US television households. Furthermore, the combined entity will be among the leading providers of local news, entertainment, sports, lifestyle and network programming through its broadcast and digital media platforms.

“We have long viewed the acquisition of Tribune Media as a strategically, financially and operationally compelling opportunity that brings immediate value to shareholders of both companies,” said Perry Sook, chairman, president and chief executive of Nexstar. “We have thoughtfully structured the transaction in a manner that positions the combined entity to better compete in today’s rapidly transforming industry landscape and better serve the local communities, consumers and businesses where we operate.” 

The transaction has been approved by the boards of directors of both companies.

“We are delighted to have reached this agreement with Nexstar as it provides Tribune shareholders with substantial value and a well-defined path to closing,” said Peter Kern, chief executive of Tribune Media. “Together with Nexstar we can better compete by delivering a nationally integrated, comprehensive and competitive offering across all our markets. We believe this combination will produce an even stronger broadcast and digital platform that builds on the accomplishments of both companies and benefits our viewers and advertisers.”

The transaction is not subject to any financing condition and Nexstar has received committed financing for the transaction from BofA Merrill Lynch, Credit Suisse and Deutsche Bank.

Expected to close late in the third quarter of 2019, the Nexstar/Tribune Media transaction is subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions.

Mr Kern concluded: “I look forward to working closely with the Nexstar team to deliver on the value of this compelling combination and to ensure a smooth transition and integration of our companies.”

News: Nexstar clinches deal to acquire Tribune Media

Helicopter-leasing company Waypoint files for Chapter 11

BY Fraser Tennant

The latest casualty of depressed global oil and gas prices, Ireland-based helicopter leasing company Waypoint Leasing Holdings Ltd has filed for Chapter 11 bankruptcy in New York and plans to restructure.

Waypoint, along with certain of its subsidiaries, expects to proceed to move through the restructuring process as quickly as possible, and is committed to working with its lenders and stakeholders toward a speedy and successful transformation of the company.

The world’s largest independent helicopter leasing company, Waypoint’s portfolio includes approximately 160 aircraft with a market value of $1.6bn. The company is backed by entities controlled by billionaire investors George Soros and Michael Dell.

“Waypoint’s Chapter 11 filing is the next step in our holistic transformation strategy and will provide us with the opportunity to emerge with a stronger, sustainable and more competitive balance sheet,” said Hooman Yazhari, chief executive of Waypoint. “It will further catalyse our ability to implement many of the innovative and evolutionary changes to our business model, allowing us to meet head-on the challenges and opportunities which our displaced industry presents.”

Over the past six months, Waypoint has been actively working with its lenders to de-lever its balance sheet and reposition for strength and stability. The company also plans to continue that work during the Chapter 11 process and, in addition to de-levering, will continue to implement strategic initiatives.

“During our continued transformation, our team will work as hard as possible to demonstrate Waypoint’s true value as the most dedicated and capable steward of our assets,” Mr Yazhari continued. “We will also continue our intense focus to deliver on the needs and requirements of our customers.”

Waypoint also stated that it would use the Chapter 11 process to facilitate the acquisition of Waypoint by a new owner, with a continued focus on its customers.

Mr Yazhari concluded: “I am incredibly grateful for our supportive stakeholders, including our global customer base, original equipment manufacturers and maintenance, repair and operating suppliers, other partners and our talented team of employees.”

Established in 2013, Waypoint’s fleet is supported by over 40 employees based in eight offices worldwide. In addition to Ireland, Waypoint has offices in London, the US, Canada, Hong Kong, Brazil and South Africa.

News: Helicopter Company Backed by Soros, Dell Flies into Chapter 11

PayChex takes Oasis Outsourcing to the bank

BY Richard Summerfield

Payroll processor PayChex Inc has agreed to acquire Oasis Outsourcing Acquisition Corp for $1.2bn in cash.

The deal is expected to be financed through a combination of cash on PayChex’s balance sheet and borrowings under existing credit facilities or new debt.

“This acquisition reinforces PayChex’s commitment to meet the HR technology and advisory needs of our clients and their employees in ways that are transforming their experience, and accelerates top-line growth,” said Martin Mucci, president and chief executive of PayChex.

He continued: “We know there’s a growing need today among small and mid-sized businesses for HR technology and outsourcing services, especially given the ever-increasing number of regulations around issues like paid family leave, health care, and anti-harassment training requirements. Those businesses need the integrated technology and expert support PayChex offers, expertise that grows with the addition of Oasis. This acquisition will strengthen our PEO growth strategy, gain scale for new products with our insurance carrier partners, provide a new client base to offer PayChex retirement and time and attendance products, and augment our experienced management team. This is a great time for our two companies to come together.”

For PayChex, the deal represents an opportunity to significantly advance its position in HR outsourcing, leveraging the scope of its technology platform and providing new clients access to PayChex’s products and technology-enabled services. As a result of the deal, PayChex will now serve more than 1.4 million worksite employees through its HR outsourcing service. PayChex believes that the deal will generate a number of revenue and cost synergies.

Oasis serves more than 8400 clients across all 50 states of the US with HR solutions, employee benefits, payroll administration and risk management services.

“We are delighted to announce our agreement to join forces with PayChex,” said Mark Perlberg, president and chief executive of Oasis. “Our combined company will have enhanced capacity to develop and deliver critical human resources and payroll solutions for the clients and employees we have the privilege to serve.”

News: Paychex to buy outsourcing firm Oasis for $1.2 billion

Boston Scientific buys BTG in $4.2bn deal

BY Richard Summerfield

Boston Scientific Corp is to acquire British rival BTG Corp in an all-cash $4.2bn deal which will improve the US firm’s offering in the field of interventional medicine.

The deal will see Boston Scientific pay 840 pence in cash per share for BTG, a 37 percent premium over the company’s closing price on Monday and a 50 percent premium to BTG’s 90-day trading average. Completion of the deal is expected in mid-2019, subject to regulatory approval and customary closing conditions.

“The acquisition of BTG and its rapidly growing peripheral interventional portfolio is an exciting extension of our category leadership strategy that will augment our capabilities in important areas of unmet need such as cancer and pulmonary embolism,” said Michael F. Mahoney, chairman and chief executive of Boston Scientific. “We are confident that the addition of these therapies to our portfolio will ultimately advance patient care in ways that could not be realised by either company alone, while also allowing us to realise substantial synergies and provide a strong return for investors.”

Boston Scientific expects the acquisition to deliver short- and long-term benefits, including strengthening the company’s offerings in the area of cancer treatment through the addition of BTG’s interventional oncology division.

The acquisition is Boston Scientific’s biggest since 2005, when it acquired device maker Guidant for $25.2bn. The company will finance the deal through a combination of cash on hand and proceeds from debt financing. Boston Scientific said that the acquisition of BTG would boost adjusted earnings by two to three cents a share in 2019 and would be increasingly accretive thereafter.

“We believe Boston Scientific’s offer represents an attractive proposition for BTG Shareholders with a significant premium in cash and recognises the value created by the support of our long term large shareholders,” said Garry Watts, chairman of BTG. “We are proud of what BTG has become and of all BTG employees for their contributions.”

“I would like to thank and acknowledge all BTG colleagues for building a leading global healthcare company,” said Louise Makin, chief executive of BTG. “Our interventional medicine portfolio delivers value to patients and is a significant growth driver for the business, and we’re also proud of our highly profitable pharmaceuticals business focused on critical care products.”

News: Boston Scientific builds medical technology with $4.2 billion BTG deal

Coordinated leadership is key to tackling evolving cyber threats, says new report

BY Fraser Tennant

Coordinated leadership can help guide organisations to safety amid an evolving and increasingly complex cyber threat landscape, according to a new report by FireEye.

In ‘Facing Forward: Cyber Security in 2019 and Beyond’, FireEye provides insight into what to expect from attackers, victim organisations, security vendors and nation-states in 2019. It forecasts that the main trends that will impact cyber security are more nation-state offensive activities, no risks or rules of engagement for attackers and a lack of security resources.

“We expect to see more nations developing offensive cyber capabilities,” said Kevin Mandia, chief executive of FireEye. “There are people that claim nations should not do this, but in the halls of most governments around the world, officials are likely thinking their nation needs to consider offensive operations or they will be at a disadvantage.

“We are also seeing deteriorating rules of engagement between state actors in cyber space,” he continued. “We have a whole global community that is entirely uncertain as to what will happen next and that is not a comfortable place to be.”

Additional insights in the report include: (i) how the cyber threat landscape will evolve as organisations continue to move their data to the cloud; (ii) why security for the cloud requires a different approach than on-premises; (iii) why nations will be seeking to develop offensive capabilities; (iv) what types of security technology will best help defenders; and (v) how organisations are struggling with a shortage of skilled security professionals.  

And it is this shortage of skilled personnel which is a particularly acute problem. “Many organisations – from small to medium-sized businesses to big companies – are simply unable to build the security programmes required to cope with today’s threat landscape,” said Mr Mandia. “If smaller companies end up getting compromised, the supply chain will be compromised, and that results in a backdoor into larger enterprises with mature security programmes.”

Mr Mandia concluded: “When cyber attacks can – and do – come more often, and from every direction, it takes coordinated leadership to guide an organisation to safety. These are the struggles we are seeing and we must start addressing them in the year ahead.”

Report: Facing Forward: Cyber Security in 2019 and Beyond