SouthState to acquire Independent Bank Group in $2bn deal

BY Richard Summerfield

SouthState Corporation and Independent Bank Group, Inc. have entered into a definitive agreement under which SouthState will acquire Independent Bank Group, in an all-stock transaction valued at approximately $2bn.

Under the terms of the deal, which is expected to close by the end of Q1 2025, Independent Bank shareholders will receive 0.60 shares of SouthState for each stock they own. The deal values Independent Bank at $48.51 per share, which represents a 10.4 percent premium to the stock’s last close before the deal was announced.

According to a statement announcing the deal, the combined bank will have total assets of $65bn and a market capitalisation of around $8.2bn. The transaction will also help deepen SouthState’s presence in the Dallas-Fort Worth, Austin and Houston areas in Texas, as well as the Colorado Front Range.

“With a local, geographic management model, an industry-leading track record on credit and a presence in some of the best markets in the country, Independent Bank Group is a great fit with SouthState,” said John C. Corbett, chief executive of SouthState.”

“We are excited about the opportunity to join SouthState, a company whose culture, business model and credit discipline matches well with ours,” said David R. Brooks, chairman and chief executive of Independent Bank Group. “The combination of these two companies operating in growing markets provides a great opportunity for our Independent Bank Group teammates, clients and communities to flourish.”

The transaction has been approved by the boards of directors of SouthState and Independent Bank Group by the unanimous vote of directors present at their respective meetings. Completion of the transaction is subject to customary closing conditions, including receipt of required regulatory approvals and approval from shareholders of Independent Bank Group and SouthState. Upon completion of the deal, three Independent Bank directors will join SouthState’s board.

The deal is the most recent in a number of consolidation deals in the US regional banking space. Last month, UMB Financial agreed to buy Heartland Financial in a deal worth around $2bn.

News: Regional lender SouthState to buy Texas-based Independent Bank for about $2 bln

Telecom deal value leaps in Q1 2024 – report

BY Richard Summerfield

Amid a period of upheaval in the telecommunications sector, companies are turning to M&A to drive their business forward, according to analysis by Bain & Company. Integrated telcos are becoming disaggregated and narrowly focused business models are emerging, altering the telecommunications landscape.

With this shift, M&A deal value in the telecommunications space spiked in the first quarter of 2024, as some telcos increased scale and others expanded in adjacent sectors such as finance and insurance, according to Bain.

Indeed, deal value increased significantly from around $2bn in Q1 2023 to almost $21bn in Q1 2024. Though the figure is down from $35bn in Q4 2023, a single deal - Telecom Italia’s $23.3bn agreement to sell its fixed network business to KKR - accounted for two-thirds of that quarter’s value. By comparison, the largest announced transaction in Q1 2024 was a scale deal which saw Swisscom agree to acquire Vodafone Italia for $8.7bn and merge it with Swisscom’s Italian subsidiary Fastweb.

Europe has been the focal point of many industry transactions in recent years, driven by in-country scale deals and infrastructure divestments. Scale deals accounted for slightly more than half of global deal value in the first quarter of the year, a notable shift from each of the past two years, when this category made up less than a quarter of deal value. Infrastructure divestments dominated telecom M&A from 2019 to 2022, but high interest rates and other macroeconomic challenges have reversed that trend of late.

According to Bain, factors such as fibre network consolidation will likely spur deals going forward. Brazil and the US are some of the largest markets where such consolidation is expected to occur. Likewise, enterprise services and other higher-growth segments are set to attract deals, with private equity firms expected to be among the most active dealmakers.

News: Telecom M&A: Here Are the Latest Deal Trends Worldwide

Ardonagh acquires PSC in A$2.3bn deal

BY Fraser Tennant

In a move that will see the UK-based insurance distribution platform expand its footprint in the region, Ardonagh Group is to acquire Australia's PSC Insurance in a transaction valued at A$2.3bn.

Under the terms of the agreement, Ardonagh will acquire all of the issued ordinary shares in PSC for A$6.19 in cash per PSC share. The acquisition has received the unanimous recommendation of the PSC board of directors.

Ardonagh stated that it will fund 50 percent of the deal from existing shareholders Madison Dearborn Partners and HPS Investment Partners and the rest from existing and new debt.

One of the world’s largest independent insurance distribution platforms and a top 20 global broker, Ardonagh has a combined workforce of over 10,000 people and a network spanning 200-plus locations in more than 30 countries.

Ardonagh intends to merge PSC’s Australia and New Zealand operations with Envest Pty Ltd, an entity it acquired in February 2023. The combined unit will become one of Australia’s largest privately owned insurance distribution platforms.

“This acquisition is a significant milestone in the global growth of Ardonagh and underlines our strong commitment to the markets we serve,” said David Ross, chief executive of Ardonagh. “Ardonagh has been assembled as a bastion of independence and scale, aligning high calibre businesses and management teams around quality advice for clients and entrepreneurial connectivity within the Group.”

In addition, PSC’s UK operations will be merged into Ardonagh Specialty and Ardonagh Advisory, further building the group’s position as one of the leading players in UK wholesale and retail broking.

“This transaction recognises the quality and strength of PSC’s people and business that has developed over the last 18 years,” said Paul Dwyer, chairman of PSC. “We believe this transaction maximises value for PSC shareholders while also providing an excellent platform for growth for PSC employees and our clients.”

The transaction, which is subject to customary regulatory approvals, is expected to be implemented in late 2024.

Mr Ross concluded: “PSC’s journey and values align with our own and its portfolio of highly complementary businesses provides an abundance of opportunity to strengthen our positions in Australia, wholesale and specialty markets.”

News: UK’s Ardonagh to buy Australia's PSC Insurance in $1.51 bln deal

CCP, Global Infrastructure Partners to acquire Allete for $6.2bn

BY Richard Summerfield

US utility group Allete is to be acquired by the Canada Pension Plan Investment Board (CPP Investments) and Global Infrastructure Partners (GIP) in a deal worth $6.2bn, inclusive of debt.

Under the terms of the deal, the firms will make a cash payment of $67 per share to take Allete private, a 19.1 percent premium over the company’s closing share price on 4 December 2023, the day before media reports that the power company was exploring a sale began to appear.

Allete’s board of directors has unanimously approved the transaction, which is set for completion in mid-2025, subject to shareholder approval and regulatory consents. Following completion, Allete will withdraw from the New York Stock Exchange and revert to private ownership.

“Our ‘Sustainability-in-Action' strategy has secured ALLETE’s place as a clean-energy leader,” said Bethany Owen, chair, president and chief executive of Allete. “Through this transaction with CPP Investments and GIP, we will have access to the capital we need while keeping our customers, communities and co-workers at the forefront of all that we do, with continuity of our day-to-day operations, strategy and shared purpose and values.”

She added: “CPP Investments and GIP have a successful track record of long-term partnerships with infrastructure businesses, and they recognize the important role our ALLETE companies serve in our communities as well as our nation’s energy future. Together, we will continue to invest in the clean-energy transition and build on our 100 plus-year history of providing safe, reliable, affordable energy to our customers.”

“Together with GIP, we look forward to bringing our sector expertise and long-term capital to support ALLETE’s strong management team as they continue to deliver safe, reliable, affordable energy services to their customers,” said James Bryce, managing director and global head of infrastructure at CPP Investments. “ALLETE is at the forefront of the clean energy transition and we are thrilled to support the delivery of the company’s ‘Sustainability-in-Action’ strategy, which we believe will generate substantial value both for ALLETE’s customers and CPP contributors and beneficiaries.”

“GIP, alongside CPP Investments, look forward to partnering to provide ALLETE with additional capital so they can continue to decarbonize their business to benefit the customers and communities they serve,” said Bayo Ogunlesi, chairman and chief executive of GIP. “Bringing together ALLETE, with its demonstrated commitment to clean energy, with GIP, one of the world’s premier developers of renewable power, furthers our commitment to serve growing market needs for affordable, carbon-free and more secure sources of energy.”

Allete’s existing management team, including Ms Owen, will continue to lead the company upon completion of the deal. The company’s headquarters will remain in Duluth, and commitments have been made to retain the workforce and maintain current compensation and benefits programmes.

News: US utility Allete goes private in $6.2 billion deal

CoStar acquires Matterport in $1.6bn transaction

BY Fraser Tennant

In a move that boosts its digital real estate services, real estate data provider CoStar Group is to acquire digital twin platform Matterport in a transaction valued at $1.6bn.

Under the terms of the definitive agreement, CoStar will acquire all outstanding shares of Matterport in a cash and stock transaction valued at $5.50 per share. Matterport stockholders will receive $2.75 in cash and $2.75 in shares of CoStar Group common stock for each share of Matterport common stock.

Utilised in nearly every sector of real estate, spanning residential, commercial, hospitality, retail and industrial spaces, among others, Matterport has curated what is considered the largest and most precise collection of spatial property data worldwide, with over 12 million spaces captured in 177 countries, representing more than 38 billion square feet of digital property under management.

“We are thrilled to join forces with CoStar Group, a long-standing customer and partner with a shared vision for transforming global real estate through technology and digitalisation,” said RJ Pittman, chair and chief executive of Matterport. “This transaction is another significant milestone that acknowledges the groundbreaking work Matterport has accomplished in 3D digital twin technology and artificial intelligence (AI)-driven property intelligence.”

The transaction has been unanimously approved by the Matterport board of directors.

“There is no better way to remotely experience space than via Matterport,” said Andy Florance, founder and chief executive of CoStar Group. “We intend to support and invest in research and development opportunities to further develop Matterport’s spatial technology, including the application of AI and machine learning to extract information from the 3D spatial data library as well as using generative AI to imagine and reimagine physical spaces.”

The transaction is expected to be completed during 2024, subject to the approval of Matterport stockholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.

“With CoStar’s expansive reach and scale in property research and analytics and our joint commitment to innovation, we believe that this powerful combination will transform how properties are marketed, sold and managed worldwide,” concluded Mr Pittman. “It offers Matterport's stockholders the opportunity to participate in the value creation and future growth prospects of our combined efforts.”

News: CoStar to buy Matterport in $1.6 bln deal to boost digital real estate services