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

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

Diversified Energy agrees $1.3bn Maverick deal

BY Richard Summerfield

In a deal focusing on expansion within the oil & gas rich Permian basin, Diversified Energy has agreed to acquire private equity-backed Maverick Natural Resources for $1.28bn, including debt.

According to a statement announcing the deal, Diversified Energy will take on about $700m of Maverick Natural Resources’ debt, giving the combined company a value of about $3.8bn, including debt.

The deal is expected to close during the first half of 2025, subject to customary closing conditions, including, among others, regulatory clearance and approval by Diversified shareholders for the issue and allotment of the ordinary shares pursuant to the agreement. The deal has been unanimously approved by the Diversified board.

Upon completion, Maverick’s current owner, investment firm EIG Global Energy Partners, will own about 20 percent of the new company. Following closure of the deal, Diversified’s board will consist of eight directors, six of whom are members of the current Diversified board, and two of whom will be designated by EIG.

“Today marks an important milestone for all of us at Maverick Natural Resources,” said Rick Gideon, chief executive of Maverick Natural Resources. “We have great respect for the innovative approach and stewardship demonstrated by the team at Diversified and are pleased to enter into this partnership. Maverick has built a strong foundation of execution and efficiency across our portfolio, and we look forward to combining our complementary portfolio of assets with Diversified. I would also like to express my gratitude to the team at Maverick for their hard work and dedication in supporting our strategic efforts and contributing to this achievement.”

“This acquisition expands our unique and highly focused energy production company with a complementary portfolio of attractive, high-quality assets,” said Rusty Hutson, Jr., chief executive of Diversified. “We have a proven track record of unlocking value from acquisitions while maintaining our commitment to sustainability leadership, and this acquisition provides us with great assets and employees that complement this strategy. The acquired producing assets have demonstrated leading well performance and are a natural fit with our operating advantage and existing acreage. Notably, the combined footprint in Oklahoma and the Western Anadarko Basin creates one of the largest in terms of production and acreage, which includes the emerging Cherokee formation.”

“We are extremely pleased to have entered into this acquisition and look forward to contributing as a core shareholder,” said Jeannie Powers, managing director and head of domestic traditional energy at EIG. “We aim to work closely with the Diversified management team and Board to support the Company’s focus on delivering long-term value. Diversified is uniquely positioned in the upstream space with a differentiated business model and a history of operational excellence. The combination of Maverick’s assets with Diversified’s existing footprint represents a strategic opportunity that we believe can support value creation for all stakeholders.”

News: Diversified Energy to buy energy producer Maverick in $1.3 bln deal

United Rentals acquires competitor H&E in $4.8bn deal

BY Fraser Tennant

In a deal that expands its capacity in strategic US markets, American equipment rental company United Rentals is to acquire one of its major competitors, H&E Equipment Services, in a transaction valued at approximately $4.8bn.

Under the terms of the definitive agreement, which has been unanimously approved by the boards of directors of both companies, United Rentals will acquire H&E for $92 per share in cash.

As the largest equipment rental company in the world, United Rentals has an integrated network of 1571 rental locations in North America, 39 in Europe, 37 in Australia and 19 in New Zealand. In North America, the company operates in 49 states and every Canadian province, with approximately 27,550 employees serving construction and industrial customers, utilities, municipalities, homeowners and others.

The integration of H&E into United Rentals’ operations presents opportunities to improve efficiency, productivity and new business development with the adoption of United Rentals’ operational excellence, including its technology offerings.

“In H&E we are acquiring a well-run operation that’s primed to benefit from our technology, operations and broad value proposition,” said Matthew Flannery, chief executive of United Rentals. “Most importantly, we are gaining a great team that shares our intense focus on safety and customer service.

“This purchase supports our strategy to deploy capital to grow the core business and drive shareholder value,” he continued. “This acquisition allows us to better serve our customers with expanded capacity in key markets while also providing the opportunity to further drive revenue through our proven cross-selling strategy.”

Founded in 1961, H&E is one of the largest rental equipment companies in the US. Comprised of aerial work platforms, earthmoving, material handling and other general and specialty lines, H&E serves a diverse set of end markets in many high-growth geographies and has branches throughout the Pacic Northwest, West Coast, Intermountain, Southwest, Gulf Coast, Southeast, Midwest and Mid-Atlantic regions.

The transaction is subject to customary closing conditions, including a minimum tender of at least a majority of then-outstanding H&E common shares and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“I could not be more pleased with this win-win outcome for both organisations, our customers and our shareholders,” concluded John M. Engquist, executive chairman of H&E. “I am confident that we have found an excellent landing spot for them and I am excited for the new opportunities they will have as part of United Rentals.”

News: United Rentals boosts equipment capacity with $4.8 billion H&E deal

GSK to acquire IDRx for $1.15bn

BY Richard Summerfield

Drug manufacturer GSK has agreed to acquire US biopharmaceutical firm IDRx, which is developing a therapy for the treatment of gastrointestinal stromal tumours (GIST).

Under the terms of the deal, GSK, Britain’s second-biggest drugmaker behind AstraZeneca, will pay $1bn upfront, with potential for an additional $150m success-based regulatory approval milestone payment. The acquisition includes lead molecule, IDRX-42, a highly selective KIT TKI being developed as a first- and second-line therapy for the treatment of GIST. GIST are the most common subtype of soft tissue sarcoma, with up to 120,000 patients diagnosed globally every year.

GSK will also be responsible for success-based milestone payments as well as tiered royalties for IDRX-42 owed to Germany’s Merck KGaA.

The deal will add to GSK’s growing portfolio in gastrointestinal cancers and is a continuation of its M&A strategy: acquiring assets designed to treat validated targets with unmet need. The company agreed a $2bn acquisition of Bellus Health and a $1.9bn takeover of Sierra Oncology in 2023 and 2022 respectively.

Since she became GSK’s chief executive in 2017, Emma Walmsley has been making acquisitions to boost key areas, after slimming down the overall drugs portfolio. Sales of vaccines, one of GSK’s strengths, have been falling.

The deal comes just one month after GSK gained an exclusive option to obtain a licence to develop and commercialise Duality Biologics preclinical antibody-drug conjugate, DB-1324, which leverages DualityBio’s duality immune toxin antibody conjugate platform against a gastrointestinal cancer target.

IDRX-42 is currently being evaluated in a phase 1/1b trial among GIST patients who have received second-line or more treatment. Data from the study, dubbed StrateGIST 1, demonstrate a manageable safety profile and favourable durability, according to GSK. IDRX-42 has gained FDA fast-track designation for treating patients with GIST after disease progression on or intolerance to imatinib, plus an orphan drug tag for GIST.

“IDRX-42 complements our growing portfolio in gastrointestinal cancers,” said Luke Miels, chief commercial officer of GSK. “This acquisition is consistent with our approach of acquiring assets that address validated targets and where there is clear unmet medical need, despite existing approved products.”

“We are excited by the early data from IDRX-42 and its unique ability to target all clinically relevant KIT mutations present in GIST, a major gap in the current standard of care,” said Tony Wood, chief scientific officer of GSK. “We look forward to accelerating its development in 2025 to redefine treatment.”

“We are looking forward to working with GSK to advance IDRX-42 for patients with GIST given there have been no major advances to the standard of care for almost 20 years,” said Tim Clackson, chief executive of IDRx. “Combining our experience to date with GSK’s expertise in GI cancers, global clinical development capability, and strong commercial presence in oncology will help to accelerate the development of this novel medicine for patients.”

News: GSK to buy US biotech firm IDRx for up to $1.15 billion