Acerinox to acquire Haynes in near $1bn deal

BY Fraser Tennant

In a deal set to increase its presence in the high-growth US market and aerospace sector, Spanish stainless steel company Acerinox is to acquire fabricated metal products manufacturer Haynes International, Inc for $970m.

Under the terms of the definitive agreement, Acerinox will acquire all the outstanding shares of Haynes for $61 per share in cash, which represents a premium of approximately 22 percent to Haynes’s six-month volume-weighted average share price for the period ending 2 February 2024.

In addition, Acerinox plans to invest $200m into its US operations as part of the transaction, including $170m into Haynes’ operations. Upon completion of the transaction, Haynes’s shares will no longer be traded on the Nasdaq, and Haynes will become a wholly owned subsidiary of Acerinox.

“Haynes has impressive and complementary business operations, research and development capabilities and an experienced team,” said Bernardo Velázquez Herreros, chief executive of Acerinox. “Their addition strengthens our global leadership in high-performance alloys and creates meaningful opportunities in the high-growth aerospace segment and the attractive US market.”

Headquartered in Kokomo, Indiana, Haynes is a leading developer, manufacturer and distributor of high-performance alloys for use in high-temperature and corrosion applications. Since 2000, its technical programmes have yielded nine new proprietary alloys.

“We are excited to announce this combination and are confident that this is the right step to ensure the long-term success of Haynes, while maximizing value for our stockholders,” said Michael L. Shor, president and chief executive of Haynes. “By joining with Acerinox, we will be able to continue to grow and enhance our operations.”

The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the third quarter of 2024, subject to receipt of regulatory approval and the satisfaction of customary closing conditions, including approval by Haynes shareholders.

Mr Hereros concluded: “I look forward to welcoming Haynes as part of our team and working together to enhance our combined operating footprint in North America.”

News: Acerinox to Acquire Haynes International

Brazilian airline GOL files for Chapter 11

BY Fraser Tennant

In a move that reflects the lingering challenges Latin American airlines face from the coronavirus (COVID-19) pandemic era, Brazilian low-cost carrier GOL filed for Chapter 11 bankruptcy.  

The company intends to use the Chapter 11 process to restructure its short-term financial obligations and strengthen its capital structure for long-term sustainability.

GOL’s Chapter 11 filing makes it the latest Latin American carrier to seek bankruptcy protection after the global pandemic, following sister company Avianca, Mexico's Aeromexico and Chile-based LATAM Airlines.

Despite challenges to its capital structure and lower aircraft availability, GOL’s operational performance remains strong. In the third quarter of 2023, the company delivered one of the best operating results for airlines in Latin America, and the fourth consecutive quarter of high and consistent operating margins.

The airline has stated that its business will continue as normal during the oversight process conducted by the US court and the company will honour commitments to business partners and suppliers for the goods and services provided on or after the date of the Chapter 11 filing.

“GOL has been making significant efforts to offer the best travel experience to customers, while improving its profitability and financial position,” said Celso Ferrer, chief executive of GOL. “We have made notable progress so far and we believe that this process will allow us to address the challenges generated by the pandemic, while maintaining the high standard of services we offer to customers.”

The company expects to emerge from the Chapter 11 process with a significant capital investment, including the new $950m in debtor in possession (DIP) financing, giving it the opportunity to expand its position as a leading airline in Latin America.

“With the support of the court-supervised process and the additional liquidity of DIP financing, our passenger and cargo flights, the Smiles loyalty programme and other company operations continue normally,” continued Mr Ferrer. “GOL will continue to offer safe, reliable and low-cost air travel services, providing the best experience to customers, who will be able to organize their trips in the way they always have.”

One of the leading airlines in Brazil and part of the Abra Group, since its founding in 2001 GOL has been the company with the lowest unit cost in Latin America, which has enabled the democratisation of air transport.

Mr Ferrer concluded: “We are confident that the measures being taken will allow GOL to continue offering lower fares with exceptional travel experiences to Customers on an increasing number of routes, including improving accessibility, the travel experience and customer choice.”

News: Heavily indebted Brazilian airline Gol files for bankruptcy in US

WillScot Mobile agrees $3.8bn McGrath deal

BY Richard Summerfield

WillScot Mobile Mini Holdings Corp has agreed to acquire McGrath RentCorp in a deal worth $3.8bn. The deal is expected to close in the second quarter of 2024, subject to approval by McGrath shareholders, regulatory approvals and other customary closing conditions.

Under the terms of the transaction, McGrath shareholders will receive either $123 in cash or 2.8211 shares of WillScot common stock per McGrath share they hold. Sixty percent of McGrath’s outstanding shares will be converted into the cash consideration and the remaining 40 percent converted into the stock consideration. The transaction values McGrath at an enterprise value of $3.8bn, including approximately $800m of net debt, and the per-share consideration represents a premium of 10.1 percent to McGrath’s closing stock price on 26 January 2024, the last day of trading before the deal was announced.

“I’m excited to welcome the McGrath team to the WillScot Mobile Mini family,” said Brad Soultz, chief executive of WillScot Mobile Mini. “The transaction will further accelerate our growth, with combined 2023 pro forma revenue of $3.2 billion and adjusted EBITDA of $1.4 billion, we will be on path to achieve a $700 million free cash flow run-rate twelve months after we close. Meanwhile, our $1 billion of idiosyncratic growth levers remain in flight, many of which will increase proportionally with the close of the transaction. Among the abundant stockholder benefits associated with this transaction, I am most excited with the prospect of extending our innovative and expansive Value-Added Products portfolio, and our unique FLEX, Cold Storage and Clearspan Space Solutions to McGrath customers. Our long-term capital allocation framework remains unchanged as we continue to accelerate our robust organic growth with highly accretive M&A, all the while creating long-term value for our shareholders.”

“This combination provides McGrath customers and employees a platform for continued growth and success, while providing McGrath shareholders with immediate cash value as well as participation in the upside potential of the combined company,” said Joseph Hanna, president and chief executive of McGrath. “This transaction validates the strength of our business, the hard work and dedication of our team members and the valuable solutions McGrath provides to our customers. For more than 40 years, we have pursued a relentless customer-centric approach and we look forward to extending our ability to provide the solutions that our customers so highly value.”

According to a statement announcing the deal, the combined company will have a strengthened financial profile, with combined 2023 revenues of $3.2bn and adjusted earnings before interest, taxes, depreciation, and amortisation (EBITDA) of $1.4bn, including run-rate operating synergies. The combined company expects to capture additional revenue synergies and fleet efficiencies through its combined commercial and branch operations and by leveraging WillScot’s best-in-class technology platform. WillScot expects the combined company will generate approximately $700m of annual free cash flow by end of the first full year following closing, with significant further accretion to free cash flow margins over time.

News: Portable building firm Willscot Mobile to buy McGrath RentCorp in $3.8 bln deal

Sanofi agrees $2.2bn Inhibrx deal

BY Richard Summerfield

In a deal that will expand its rare disease pipeline, French pharmaceutical company Sanofi has agreed to acquire Inhibrx, Inc for $2.2bn.

The transaction will give Sanofi access to Inhibrx’s INBRX-101 – an experimental treatment for a rare genetic disease – which is currently in the second of three phases of clinical trials. Its other experimental drugs will be spun off into a separate company, with Sanofi retaining an 8 percent stake. The spun-off company will operate under the Inhibrx name and be led by current Inhibrx chief executive Mark Lappe, who will become chairman and chief executive.

Sanofi expects to finance the transaction with available cash resources. Subject to the satisfaction of customary closing conditions, Sanofi and Inhibrx expect the transaction to close in the second quarter of 2024.

Under the terms of the deal, Inhibrx shareholders will receive $30 per share, below its $33.33 closing price on Monday 22 January, the day before the deal was announced. Inhibrx shareholders will also gain stakes in the new biotech, plus the chance to receive a further $5 a share if a regulatory milestone is met. As part of the transaction, Sanofi will assume and retire Inhibrx’s outstanding third-party debts, and fund the spun-off company with $200m in cash.

“The addition of INBRX-101 as a high potential asset to our rare disease portfolio reinforces our strategy to commit to differentiated and potential best-in-class products,” said Houman Ashrafian, head of research and development at Sanofi. “With our expertise in rare diseases and growing presence in immune-mediated respiratory conditions, INBRX-101 will complement our approach to deploy R&D efforts in key areas of focus and address the needs of the underserved AATD patients and communities.”

INBRX-101 is designed to treat AATD, a disease that progressively damages the lungs and liver, by reducing inflammation and staving off further damage to the tissue. The size of the AATD market is expected to grow considerably in the coming years, with many other biotech companies, including Mereo BioPharma, Vertex, Wave Life Sciences, BioMarin, Intellia Therapeutics and Peak Bio, all believed to be pursuing AATD therapies.

Sanofi has been particularly active in recent months. In late 2023, the company and artificial intelligence (AI) specialist Aqemia entered a multi-year research collaboration worth $140m to discover small molecule drug candidates across several therapeutic areas. Sanofi also entered into a partnership with BioMap, another AI specialist, to accelerate drug discovery for biotherapeutics, in a deal potentially worth over $1bn. Furthermore, in March 2023 Sanofi acquired Provention Bio for $2.9bn.

News: France's Sanofi to buy U.S. drugs project INBRX-101 for about $2.2 billion

Blackstone takes Tricon private in $3.5bn deal

BY Fraser Tennant

In a major residential real estate deal that takes the North American property company private, Tricon Residential Inc. is to be acquired by private equity giant Blackstone for $3.5bn.

Under the terms of the definitive agreement, Blackstone will acquire all outstanding common shares of Tricon for $11.25, approximately C$15.17, per common share in cash.

Subject to and upon completion of the transaction, Tricon’s common shares will no longer be listed on the NYSE or TSX. The company will remain headquartered in Toronto, Ontario.

The acquisition was unanimously recommended by a committee of independent members of Tricon’s board of directors. The committee determined that the transaction is in the best interests of Tricon and fair to Tricon shareholders, and recommended that Tricon shareholders vote in favour of the transaction.

“We are proud of the significant and immediate value that this transaction will deliver to our shareholders, while allowing us to continue providing an exceptional rental experience for our residents,” said Gary Berman, president and chief executive of Tricon. “Blackstone shares our values and our unwavering commitment to resident satisfaction, and we look forward to benefitting from their expertise and capital as we partner in building thriving communities.”

Providing rental homes and apartments, along with resident services through its technology-enabled operating platform and dedicated on-the-ground operating teams, Tricon serves communities in high-growth markets such as Atlanta, Charlotte, Dallas, Tampa and Phoenix, as well as Toronto, Canada.

In addition to managing a single-family rental housing portfolio, Tricon has a single-family rental development platform in the US with approximately 2500 houses under development, as well as numerous land development projects that can support the future development of nearly 21,000 single-family homes.

Under Blackstone’s ownership, Tricon plans to complete its $1bn development pipeline of new single-family rental homes in the US and $2.5bn of new apartments in Canada. The company will also continue to enhance the quality of existing single-family homes in the US through an additional $1bn of planned capital projects over the next several years.

Completion of the transaction – which is expected in the second quarter of 2024 – is subject to customary closing conditions, including court approval, the approval of Tricon shareholders, and regulatory approval under the Canadian Competition Act and Investment Canada Act.

“Tricon provides access to high-quality housing, and we are fully committed to delivering an exceptional resident experience together,” concluded Nadeem Meghji, global co-head of Blackstone Real Estate. “We are excited that our capital will propel Tricon’s efforts to add much needed housing supply across the US and in Toronto, Canada.”

News: Blackstone to take Tricon Residential private for $3.5 billion