Rentokil and Terminix to form pest control giant

BY Richard Summerfield

Rentokil Initial has agreed to acquire extermination group Terminix Global Holdings in a cash and shares deal worth $6.7bn.

The deal, which will significantly improve Rentokil’s presence in the US, will see Terminix shareholders issued 643.3 million new shares, worth about £3.86bn. Rentokil will pay around $1.3bn in cash. The deal implies a value of $55 per Terminix share - a 47 percent premium to its share price on Monday.

The companies expect the transaction to close in the second half of 2022, subject to regulatory and shareholder approval. Cost synergies of at least $150m by the third full year following the deal’s completion are expected.

“This is an exciting and transformational combination that will create the global leader in commercial, residential and termite pest control, and a leader in North America, the world’s largest pest control market,” said Andy Ransom, chief executive of Rentokil Initial. “It brings together c.56,000 colleagues, protecting people, enhancing lives in over 87 countries, and serving c.4.9m customers. These are two highly complementary businesses with a similar operational playbook focused on supporting great people to provide outstanding customer service across Pest Control and Hygiene & Wellbeing.

“The combination will deliver further investment and the sharing of best practices to enable our talented teams to better serve customers, protecting them from the growing threat of pests and meeting their future needs,” he continued. “We will open our first innovation centre in the US and provide our industry-leading innovations and digital technologies to a far larger customer base. This is a win-win-win for colleagues, customers and shareholders.”

“This is an exciting next step that significantly advances Terminix’s journey toward becoming a global leader in pest management,” said Brett Ponton, chief executive of Terminix. “As part of a larger and stronger organisation, we will offer superior service and an even more comprehensive range of solutions for our customers, while accelerating our investments in growth and technology. I look forward to the opportunity this combination provides for our colleagues and customers.

“The shared cultural focus on providing our people with the training, tools, and technology necessary to provide world-class customer service will provide new opportunities for our teammates to develop as part of the worldwide leader in pest control. Leveraging our strong combined residential and commercial capabilities and enhanced customer density will bring us closer to our customers and improve the quality of service we provide to our customers,” he added.

News: UK's Rentokil to buy U.S. rival Terminix in $6.7 bln pest control deal

Mimecast to be taken private by Permira

BY Richard Summerfield

Email security company Mimecast has agreed to be taken private by funds advised by private equity firm Permira in a deal worth $5.8bn.

Under the terms of the agreement, which was approved and recommended by an independent special committee, and then approved by the Mimecast board of directors, Mimecast shareholders will receive $80 in cash for each ordinary share they own. The purchase price represents a premium of approximately 16 percent to Mimecast’s closing stock price on 27 October 2021, the last full trading day prior to rumours of a potential deal appearing in the press.

The transaction is expected to close in the first half of 2022, subject to customary closing conditions, including approval by Mimecast shareholders and receipt of regulatory approvals. Upon completion of the transaction, Mimecast will become a privately held company and the ordinary shares of Mimecast will no longer be listed on any public market. The deal has a ‘go-shop’ period of 30 days for Mimecast to court other offers.

“Today is an exciting milestone for Mimecast as we begin a new chapter for our company,” said Peter Bauer, chairman and chief executive of Mimecast. “Our team has done an outstanding job growing and expanding our relationships with customers and innovating our platform. Permira has a strong track record of collaboratively supporting companies’ growth ambitions and strategic goals, and we look forward to working together to further strengthen the cybersecurity and resilience of organizations around the world. This is a great outcome for our company and our shareholders.”

 “We have long admired Mimecast, its management team and its talented employees,” said Michail Zekkos and Ryan Lanpher, partners at Permira. “Email is the leading vector for cyberattacks, and phishing and impersonation attempts are continuously evolving. This means there has never been more urgency or need for organizations to protect their critical data and infrastructure. With an innovative platform, world-class security controls and scalable model, Mimecast is ideally positioned to help companies both large and small protect their employees from malicious activity. We look forward to leveraging our experience scaling global technology businesses as we partner with Peter and team on their next phase of growth.”

“Mimecast is widely recognized as an established leader and innovator in the email security space with a strong and growing position in the enterprise market,” said Pierre Pozzo, a principal at Permira. “We share the company’s belief in the significant opportunity ahead in cybersecurity across all collaboration channels, especially as more individuals have transitioned to a remote workplace. We look forward to partnering with the Mimecast team to accelerate the product roadmap and expand the go-to-market organization in order to drive further growth.”

News: Permira to take email security firm Mimecast private in $5.8 bln deal

Rivals unite: CSC acquires Intertrust in $2bn deal

BY Fraser Tennant

In a combination that creates a global leader in corporate, fund, capital market and private wealth services, Corporation Service Company (CSC) is to acquire its Dutch rival Intertrust in a transaction valued at $2bn.  

Under the terms of the agreement, Intertrust and CSC have agreed on a recommended all-cash offer of €20 per share. CSC will fund the acquisition of the shares, the refinancing of Intertrust's existing debt, the settlement of fair value of Intertrust's derivatives, and the payment of fees and expenses via available cash resources and debt financing.

Underpinned by strong reputations and similar cultural values and focus, CSC and Intertrust customers will benefit from a strengthened and enhanced geographical and broadened service offering, built on the highly complementary strengths of CSC’s leadership in the US and Intertrust’s leadership in Europe.

Moreover, CSC shares Intertrust's vision and regards its emphasis on environmental, social and governance (ESG) principles with particular focus on human capital. Employees will benefit from CSC’s strong corporate culture and values, and a significantly larger and more global company offering enhanced career development opportunities.

“We have been following Intertrust’s growth and transformation for many years,” said Rodman Ward III, chief executive of CSC. “At the same time, we have been building and growing our trust and corporate services offering in the US, scaling our fund administration and international expansion solutions globally, and providing a service model to navigate an increasingly complex international regulatory environment.”

Founded in 1899, CSC is the world’s leading provider of business, legal, tax and digital brand services to companies around the globe. The firm is the trusted partner for 90 percent of the Fortune 500, nearly 10,000 law firms and more than 3000 financial organisations.

“In CSC we have found a long-term partner that is highly complementary to us, given its strong position in the US and complementary service offerings,” said Shankar Iyer, chief executive of Intertrust. “The combination will enable us to strengthen our position as a leading tech-enabled corporate and fund services provider and accelerate our transformation by expediting digitalisation initiatives.”

The transaction is subject to regulatory and competition clearances and is expected to close in the second half of 2022.

Mr Ward concluded: “Intertrust presents a unique opportunity unmatched in the market due to our business model, our people, our industry-leading and award-winning customer service, stability, continuity and our passion for the complex.”

News: Intertrust agrees to $2 bln takeover bid from corporate services firm CSC

Bitcoin miner Griid goes public in $3.3bn SPAC deal

BY Fraser Tennant

In a combination that will take the bitcoin miner public, Griid Infrastructure LLC is to merge with special purpose acquisition company (SPAC) Adit EdTech Acquisition Corp in a transaction valued at $3.3bn.

Under the terms of the definitive agreement, current Griid equity holders will own approximately 90 percent, Adit EdTech public stockholders will own approximately 8 percent and Adit EdTech’s sponsor will own approximately 2 percent of the outstanding shares of voting stock of the combined company at closing, respectively.

Upon completion of the transaction. the combined company is expected to operate under the name ‘GRIID Infrastructure Inc.’ and be led by Griid’s existing management team.

“We are building an American infrastructure company with the largest pipeline of committed, carbon-free power among public bitcoin miners at the lowest cost of scaled production,” said Trey Kelly, chief executive of GRIID. “Our team has demonstrated a track record of successful execution over the past three years since starting the company, and we look forward to delivering expansion of capacity through this transaction.”

Based in Cincinnati, Ohio, Griid is a profitable, vertically integrated bitcoin self-mining company that owns and operates a growing portfolio of energy infrastructure and bitcoin mining facilities across the US. Griid supports the growth of carbon-free energy generation by procuring low-cost energy to build, manage and operate its portfolio of vertically integrated bitcoin mining facilities.

“Carbon-free mining is the future of bitcoin,” said David Shrier, chief executive of Adit EdTech. “GRIID’s combination of a large pipeline of low-cost, carbon-free power, distinctive access to next generation application-specific integrated circuits (ASICs) and market-leading execution position them to generate attractive profitability and growth.”

Unanimously approved by the board of directors of Adit EdTech and the board of managers of Griid, the transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including the receipt of regulatory approvals and approval of Adit EdTech’s stockholders.

Eric Munson, managing partner at Adit EdTech concluded: “GRIID’s focus on utilising next generation computing power for more efficient clean power utilisation and grid management demonstrates the broader economic potential of green infrastructure.”

News: Bitcoin miner Griid Infrastructure to go public via $3.3 bln SPAC deal

Flight plan: LATAM Airlines eyes Chapter 11 exit

BY Fraser Tennant

In a bid to exit its Chapter 11 bankruptcy, airline holding company LATAM Airlines Group SA and its affiliates in Brazil, Chile, Colombia, Ecuador, Peru and the US have filed a plan of reorganisation alongside a restructuring support agreement (RSA).

The largest airline in Latin America, Chile-based LATAM sought Chapter 11 bankruptcy protection in New York in May 2020 as world travel came to a halt amid the  disruption caused by the coronavirus (COVID-19) pandemic.

The plan of reorganisation proposes the infusion of $8.19bn into the group through a mix of new equity, convertible notes and debt, which will enable the group to exit Chapter 11 with appropriate capitalisation to effectuate its business plan. Upon emergence, LATAM is expected to have total debt of approximately $7.26bn and liquidity of approximately $2.67bn.

Furthermore, LATAM will raise a $500m new revolving credit facility and approximately $2.25bn in total new money debt financing, consisting of either a new term loan or new bonds. The group also used and intends to use the Chapter 11 process to refinance or amend the group’s pre-petition leases, revolving credit facility and spare engine facility.

“The last two years have been characterised by hardship across the globe,” said Roberto Alvo, chief executive of LATAM. “We have reeled as global aviation and travel were brought to a virtual standstill by the largest crisis to ever face our industry. While our process is not yet over, we have reached a critical milestone in the path to a stronger financial future. 

“We are grateful to the parties who have come to the table through a robust mediation process to reach this outcome, which provides meaningful consideration to all stakeholders and a structure that adheres to both US and Chilean law,” he continued. “Their infusion of significant new capital into our business is a testament to their support and belief in our long-term prospects.”

Upon confirmation of the plan of reorganisation, the group intends to launch an $800m common equity rights offering, open to all shareholders of LATAM in accordance with their preemptive rights under applicable Chilean law, and fully backstopped by the parties participating in the RSA.

Mr Alvo concluded: “We are thankful for the exceptional team at LATAM that has weathered the uncertainty of the past two years and enabled our business to keep operating and serving our customers as seamlessly as possible.”

News: LATAM Airlines files restructuring plan to exit bankruptcy