Bain Capital to acquire MTPC in $3.3bn deal

BY Fraser Tennant

In a carve-out transaction from Mitsubishi Chemical Group Corporation, global private investment firm Bain Capital is to acquire Japanese drugmaker Mitsubishi Tanabe Pharma (MTPC) for $3.3bn.

Founded in 1678 and headquartered in Osaka, MTPC focuses on several priority therapeutic areas, including immunology and inflammation, vaccines, central nervous system, diabetes and metabolic disease. The company employs over 5000 people globally.

“With the advancement of therapeutic drugs and diversification of modalities, the disease areas with unmet needs are gradually shrinking,” said Mitsubishi Chemical. “Moreover, given that possibility of success of drug discovery is not high, continuous additional investments are essential for enhancing MTPC’s research and development capabilities and achieving further growth.”

As an independent company, MTPC will continue to build on its legacy of medical innovation while developing new opportunities for growth through business development, licensing activities, enhanced research and development productivity, commercialisation and strategic acquisitions.

“MTPC has been delivering innovative medicines to Japanese patients for centuries, and we are proud to partner with the company and support its next phase of growth and evolution,” said Masa Suekane, a partner at Bain Capital Private Equity. “As a standalone, independent company, MTPC will benefit from the full support of Bain Capital’s global resources and our healthcare team’s extensive experience driving value creation across the healthcare value chain.”

Bain Capital’s global healthcare platform has deep experience supporting the growth and innovation of global pharmaceutical companies. The firm is also a leading investor and partner to businesses across Japan, with more than 70 investment professionals who have made over 37 investments since establishing its Tokyo office in 2006. 

The acquisition of MTPC is being led by Bain Capital’s private equity teams in Asia and North America, together with the firm’s life sciences team.  

The transaction is expected to close in the third quarter of 2025 and is subject to customary closing conditions, regulatory clearance and shareholder approvals.

Ricky Sun, a partner at Bain Capital Life Sciences, concluded: “This is an exciting opportunity to leverage our team’s clinical insights and company creation support to build out a scale platform focused on long-term fundamental drug development in areas of significant unmet need to ultimately bring transformative medicines to patients in Japan and globally.”

News: Bain to buy Japan's Mitsubishi Tanabe Pharma for $3.4 billion

Turn/River Capital agrees SolarWinds deal

BY Richard Summerfield

Turn/River Capital has agreed to acquire SolarWinds – a provider of IT management and observability software – in a deal worth approximately $4.4bn.

Under the terms of the agreement, Turn/River will acquire SolarWinds for $18.50 per share, a price which represents a 35 percent premium over the company’s volume-weighted average closing stock price for the 90 trading days prior to the announcement of the deal.

Upon completion of the transaction, SolarWinds will be delisted from the New York Stock Exchange and will transition to private ownership. The company will continue operating under its existing name and remain headquartered in Austin, Texas. The deal has received unanimous approval from SolarWinds’ board of directors and is expected to close in Q2 2025, pending regulatory approvals and other customary conditions. Thoma Bravo and Silver Lake, which collectively hold approximately 65 percent of SolarWinds’ voting securities, have provided written consent for the acquisition, eliminating the need for additional shareholder approval.

“We have built a great track record of helping customers accelerate business transformations through simple, powerful, secure solutions designed for hybrid and multi-cloud environments,” said Sudhakar Ramakrishna, president and chief executive of SolarWinds. “We now look forward to partnering with Turn/River to deliver operational resilience solutions for our customers on our SolarWinds Platform, leveraging our premier observability, monitoring, and service desk solutions.”

“SolarWinds is a global leader in software that helps a wide range of businesses securely manage and optimize their systems, networks, and IT infrastructure,” said Dominic Ang, founder and managing partner of Turn/River Capital. “Their deep commitment to understanding and solving customer needs has led to decades of innovation, impact, and consistent growth. We are incredibly excited to partner with SolarWinds. By pairing our team of software operators and investors with their relentless focus on customer success, together we aim to accelerate growth and further innovation.”

The deal for SolarWinds is the latest in a series of ownership transitions the company has experienced over the last decade. Thoma Bravo and Silver Lake initially took the company private in 2016 before relisting it on the public market nearly three years later.

The acquisition comes more than four years after a notable cyber security breach linked to Russian state actors. The 2020 attack impacted US government agencies, including the State Department, the FBI and branches of the US military, as well as private sector organisations.

News: Turn/River Capital to acquire US-based SolarWinds for $4.4bn

Liberated Brands files for Chapter 11 protection

BY Richard Summerfield

Liberated Brands, the former operator of licences for Quiksilver, Volcom and Billabong, has filed for Chapter 11 bankruptcy protection in a Delaware court. According to the company’s filing, it intends to wind down its North American operations.

Set up to manage Authentic Brands Group’s collection of action sports lifestyle brands, Liberated was founded by ex-Volcom executives in 2019. It underwent a massive expansion after the COVID-19 retail boom, going from operating 67 stores to 140 in short order. The expansion also saw the company nearly triple its staff and take over the retail and e-commerce operations for Billabong, Quiksilver, RVCA and more. However, it struggled since this expansion, and in December 2024, Authentic decided to pull all the licences from Liberated globally, believing it did not have the resources to adequately invest in them.

According to Liberated’s Chapter 11 filing, its estimated assets and liabilities ranged from $100m to $500m. The company has $3.3m in cash on hand and $226m in debt. The list of Liberated’s largest unsecured creditors included a range of overseas clothing manufacturers. Liberated owes its single biggest unsecured creditor, Ningbo Jehson Textiles in China, $3.2m. Additional large unsecured creditors include other companies that license former Boardriders brands, including the 05 Group, which Liberated owes about $1m, and Centric Brands, which has the licence to make children’s apparel for several former Boardriders brands. Liberated owes Centric approximately $750,000.

Liberated has received interim approval to access $25m of its $35m debtor-in-possession financing from its secured lender JPMorgan Chase Bank NA. The move is seen as interim measure to get the company to its next hearing on 4 March 2025.

“The Liberated team has worked tirelessly over the last year to propel these iconic brands forward, but a volatile global economy, consumer spending changes amid a rising cost of living, and inflationary pressures have all taken a heavy toll,” said Liberated Brands in a statement. “Despite this difficult change, we are encouraged that many of our talented associates have found new opportunities with other license holders that will carry these great brands into the future.”

The brands which Liberated licensed from Authentic will not be impacted by the Chapter 11 filing. According to a statement, the brands have already transitioned to new, well-capitalised partners. The company currently has more than 100 locations in the US, all of which will close once a liquidation sale process has been completed. The fate of the company’s nine stores in Hawaii has not yet been determined. The company said it is looking for a buyer of its Australian, European, Japanese and Canadian business units, which are also unaffected by the filing.

News: Liberated Brands Files for Chapter 11 Bankruptcy

Allstate sells Group Health business to Nationwide in $1.25bn deal

BY Fraser Tennant

Seeking to expand its stop-loss insurance offering, US insurer Nationwide is to acquire the employer stop-loss segment of property and casualty insurer Allstate Corporation in a transaction valued at $1.25bn.

The acquisition is expected to further strengthen and diversify Nationwide Financial’s portfolio, expanding the company’s ability to sell stop-loss insurance to small businesses while laying the foundation for Nationwide to continue to add capabilities for significant growth in employer benefits.

A Fortune 100 company based in Columbus, Ohio, Nationwide is one of the largest and strongest diversified insurance and financial services organisations in the US. It provides a full range of insurance and financial services products including auto, business, homeowners, farm and life insurance, public and private sector retirement plans, annuities and mutual funds.

“Acquiring Allstate's employer stop-loss segment will broaden Nationwide Financial’s portfolio, meeting the needs of small businesses, allowing us to serve more customers and positioning us as a leading provider in the stop-loss industry,” said John Carter, president and chief operating officer of Nationwide Financial. “This represents a significant investment in the stop-loss market, adding experienced talent with proven business results, protecting over 13,000 small businesses and complementing our existing offerings in the market while accelerating our opportunity for growth.”

Acquired in 2021 as part of the $4bn acquisition of National General, the sale of Allstate’s Group Health business is expected to generate a financial book gain of about $450m, increase deployable capital by $900m and reduce adjusted net income return on equity by 75 basis points after closing.

“We have reached another milestone in our strategy to maximise shareholder value by combining our health and benefits businesses with companies that have greater strategic alignment,” said Tom Wilson, chair, president and chief executive of Allstate. “Group Health provides stop-loss insurance to small businesses, which will gain access to Nationwide’s complementary product offerings.”

The transaction is subject to standard closing conditions, including regulatory approvals, and is expected to close in the second half of 2025.

“As Nationwide continues to focus on our mission to protect people, businesses and futures with extraordinary care, this acquisition is a strong fit,” concluded Kirt Walker, chief executive of Nationwide. “We are extending our protection solutions to meet the needs of business owners today and into the future.”

News: Nationwide to acquire Allstate's stop-loss insurance business in $1.25 billion deal

The Container Store exits Chapter 11

BY Fraser Tennant

Weeks after filing for Chapter 11 bankruptcy protection, US speciality retail chain The Container Store Group has successfully completed its financial restructuring process and emerged as a private company.

The company achieved the objectives it set for the bankruptcy and restructuring processes, including refinancing short-term debt, significantly reducing previous long-term debt obligations, accessing $40m in new financing, and modifying its asset-backed lending facility to add $40m in upsized capacity.

In addition, the company has continued to operate as usual, meeting its obligations to vendors, employees and customers throughout the bankruptcy process, and is now under the ownership of its supportive lenders, with a healthier balance sheet that positions the company for profitable growth.

The Texas-based company filed for Chapter 11 bankruptcy in December 2024 citing mounting debt and quarterly losses. According to court documents, the company was $243m in debt while having approximately $11.8m cash in hand.

The Container Store is among a number of retailers that have fallen into bankruptcy, including Party City and Joann, which filed its second bankruptcy earlier this week. Big Lots has also announced plans to close entirely.

“This is a new chapter in our journey as a healthier company well positioned to drive strategic growth initiatives forward,” said Satish Malhotra, chief executive and president of The Container Store. “With our restructuring process now behind us, we have renewed energy and excitement to deliver for our customers.

Founded in 1978, The Container Store is the only retailer in the US with a solution-oriented offering of custom spaces, organising solutions, and in-home services, designed to transform lives through the power of organisation.

With more than 100 locations nationwide and a flagship online store, the retailer offers an exclusive portfolio of custom space lines that can be designed for any area of the home, and more than 10,000 products to complete any space.

“We are focused on optimising our business, enhancing our portfolio of organising solutions and services, and continuously improving the customer experience,” concluded Mr Malhotra. “I am grateful to our employees and vendor partners for their dedication throughout this process, to our valued customers for their support, and to our new owners for their belief in our business.”

News: The Container Store emerges from Chapter 11 bankruptcy