US regional bankers in $1.1bn merger

BY Fraser Tennant

In another sign of increasing consolidation within the US banking industry, regional lenders Berkshire Hills Bancorp and Brookline Bancorp are to merge in an all-stock transaction valued at approximately $1.1bn.

Under the terms of the definitive agreement, Berkshire shareholders will own approximately 51 percent of the combined company, Brookline shareholders will own approximately 45 percent, and investors in new shares will own approximately 4 percent of the outstanding shares.

The merger will see the creation of a $24bn franchise that uniquely positions the combined company to benefit from significant economies of scale and capitalise on meaningful growth opportunities through business diversification and improved competitive positioning.

The combined bank will be divided into six regions. Each of those regions will be led by an experienced local leader who will be responsible for the overall business performance in their markets.

This model allows the combined company to achieve the efficiencies of operating one bank while maintaining a regional banking structure that enables local market leaders to make autonomous decisions with the support and balance sheet of a larger institution.

“This merger marks a transformational milestone in the history of two storied institutions with a strong commitment to serving their clients and communities,” said Nitin J. Mhatre, president and chief executive of Berkshire. “The combined organisation will be in an even stronger position to deliver exceptional client experience and create greater value for shareholders.”

The transaction has been unanimously approved by the boards of directors of both companies.

“This transaction presents an opportunity to bring together two historic franchises in the Northeast market,” said Paul A. Perrault, chairman and chief executive of Brookline. “By bringing together two complementary cultures and geographic footprints with shared values and client focus, we will be better positioned to serve our customers, employees, communities and shareholders."

The transaction is expected to close by the end of the second half of 2025, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from Berkshire and Brookline shareholders.

David Brunelle, chairperson of Berkshire, concluded: “This highly compelling combination is a true merger of equals that will create a preeminent northeast financial institution.”

News: Regional lenders Berkshire Hills Bancorp, Brookline strike $1.1 bln merger deal

Akoustis Technologies files for Chapter 11 protection

BY Fraser Tennant

In a move it hopes will allow it to emerge as a cleaner and more robust entity, radio frequency (RF) products manufacturer Akoustis Technologies (AKTS) has filed for Chapter 11 bankruptcy protection.  

The voluntary Chapter 11 filing follows Akoustis’ recent legal case with Qorvo, Inc., in which Akoustis was ordered to pay a total judgement of approximately $59m in damages, fees and interest related to allegations of trade secret misappropriation and patent infringement.

To support the sale process, Akoustis has entered into a stalking horse asset purchase agreement with Gordon Brothers Commercial & Industrial, LLC for certain assets of the company.

Prior to the commencement of the Chapter 11 cases, Akoustis engaged in discussions with interested parties about the company's future operations through a potential sale of its businesses and assets. The company intends to use the court-supervised sale process to seek the highest or best bid for its assets.

To ensure the continued operation of its business without interruption, Akoustis has filed customary ‘first day’ motions in its Chapter 11 cases. These motions, upon approval, will help facilitate the continued payment of employee wages and benefits, enable payments to critical vendors and other relief measures standard in these circumstances.

“In light of the final judgement, we have taken this strategic step to provide flexibility and allow us to continue operations while our sale process continues with momentum,” said Kamran Cheema, chief executive of Akoustis. “Our priority is to ensure a seamless process for our customers, partners and employees as we work to find partners who recognise the importance of our products, continued operations and the central role we play in the RF wireless industry.”

Founded in 2014 and headquartered in Charlotte, North Carolina, Akoustis is a bulk acoustic wave RF company that targets high-power, high-frequency and ultra-wideband solutions for Wi-Fi AP, 5G infrastructure and mobile, automotive, defence and other markets.

Mr Cheema concluded: “We intend to leverage the court-supervised sale process to reaffirm that the business being sold is free and clear of any Qorvo infringement following the court-ordered cleansing process, which we firmly believe is the case.”

News: Akoustis Technologies Files For Chapter 11 Bankruptcy

Nippon Life Insurance to acquire Resolution in $8.2bn deal

BY Richard Summerfield

With a view to expanding its market share in the US, Nippon Life Insurance has agreed to acquire from Blackstone the remaining shares it does not own in Resolution Life Group Holdings for around $8.2bn in an all-cash deal. The deal values Resolution Life at $10.6bn.

The transaction is subject to regulatory approvals and is anticipated to close in the second half of 2025. It will complete a partnership that began in 2019 when Nippon Life first invested in Resolution Life. Since then, Nippon Life has remained the company’s largest investor and supported the growth of Resolution Life into a company with over $85bn of reserves and over 4 million policies.

Upon closure of the deal, Resolution Life’s operations in the US, the UK, Bermuda and Singapore will become a subsidiary of Nippon Life. This new division is expected to complement Nippon Life’s existing Japanese life business and its international asset management and retail operations. Clive Cowdery will continue to lead as chairman and chief executive, with Resolution Life Group Holdings Ltd remaining the primary regulated entity.

“As a mutual company owned by our policyholders, Nippon Life has always had a culture which puts customers at the heart of everything we do,” said Hiroshi Shimizu, president of Nippon Life. “We believe the acquisition of Resolution Life and the formation of Acenda demonstrates our commitment to working with exceptional businesses and teams to deliver innovative products and services. We are aligned with Resolution Life and our investment management partner Blackstone in continuing to deliver on the trust policyholders have placed in us to protect them and their families when they need us.”

“For 22 years, Resolution Life and prior Resolution companies have raised our capital from institutional investors and the public markets,” said Sir Cowdery. “I am delighted that we are now going forward under the single ownership and capital support of Nippon Life, an institution I admire and respect. There is a strong foundation of shared values, clarity of vision and breadth of capabilities across our organisations. Combining Resolution Life’s strengths, the investment management expertise of our partners at Blackstone and a well-funded parent gives us the opportunity to accelerate our growth and serve the needs of policyholders into the decades ahead.”

“We are very pleased with this outcome for Resolution Life’s policyholders and investors,” said Gilles Dellaert, global head of Blackstone Credit and Insurance. “Clive Cowdery has built a tremendous insurance platform, and we believe that this expanded partnership with the world-class team at Nippon Life will help drive its accelerated global growth. We look forward to continuing to deliver the benefits of Blackstone’s leading private credit and asset origination capabilities to Resolution Life and its policyholders in this next chapter with Nippon Life.”

The deal will mark Nippon Life’s second major overseas investment this year, following its $3.8bn purchase of a 20 percent stake in US insurance firm Corebridge Financial in May. The company has also sought to diversify its domestic business, buying nursing care provider Nichii Holdings for around $1.4bn in November last year.

News: Nippon Life to buy Resolution in $8.2 billion deal as it pursues US growth

Trucking company Kal Freight files for Chapter 11

BY Fraser Tennant

In one of the sector’s biggest bankruptcies of 2024, trucking company Kal Freight has filed for Chapter 11 bankruptcy protection in order to wind down failing affiliates and restructure its primary business.

Bankruptcy court documents show that the company owes approximately $325m to creditors, including Daimler, TBK Bank and Bank of America.

High demand during the pandemic saw Kal Freight invest heavily in trucks and trailers, but once the crisis subsided, the company was overleveraged and unable to meet its financial obligations.

Kal Freight is one of a number of major trucking companies to have filed for bankruptcy protection in 2024. These include Miami-based Star Transportation, Illinois shipping company Mighty Move Transportation and Texas-based logistics company Sunset Logistics.

Kal Freight intends to fund the Chapter 11 process with debtor-in-possession financing, which will provide it with the necessary liquidity to maintain normal operations while it undertakes certain key operational restructuring initiatives to emerge as a stronger enterprise positioned for long-term success.

Kal Freight has appointed Bradley D. Sharp, president and chief executive of Development Specialists, Inc., to serve as chief restructuring officer during the Chapter 11 process.

Kal Freight plans to “reorganise around their core trucking business and to wind down their non-core parts and tires businesses and liquidate certain real estate assets”, said Mr Sharp in the court filing. “The company intends to continue paying its employees in full in the ordinary course, as well as paying its vendors and suppliers in full under normal terms for goods and services provided on or after the date of filing.”

Established in 2014 and headquartered in Fontana, California, Kal Freight offers a complete range of integrated transportation and logistics services to diverse industries across the US. Its 800 drivers, 800 trucks and 2200 trailers operate across seven terminals in Fontana, Texas, New Jersey, Indiana, Tennessee, Georgia, Arizona and Arkansas.

Mr Sharp concluded: “Throughout the Chapter 11 process, Kal Freight aims to continue to serve its customers and trade partners and ensure the safety of its employees and fleet operations.”

News: California trucking company Kal Freight files for Chapter 11 restructuring

EQT and GIC acquire majority stake in Calisen for $5bn

BY Fraser Tennant

More than four years after it was taken private by a consortium of investors, UK smart metering company Calisen is to be acquired by private equity firm EQT and Singapore's sovereign wealth fund GIC in a transaction valued at $5bn.

The deal will see EQT and GIC buy a majority stake in Calisen from BlackRock, Goldman Sachs and Abu Dhabi state fund Mubadala, which acquired the UK company in 2020, less than a year after its initial public offering.

An independent owner and manager of essential energy infrastructure assets, Calisen is a provider of smart meters, electric vehicle charging, solar and battery, and heat pump installation, meter reading, maintenance and ancillary services – the purpose of which is to accelerate the development of a cleaner, more efficient and sustainable energy sector.

The rollout of smart meters is expected to continue to increase due to a supportive regulatory framework toward net zero as well as demand from energy suppliers and customers to support energy efficiency and the balancing of the electricity grid. With an installed base of approximately 16 million meters, Calisen is well-positioned to capitalise on market trends underpinned by the continued energy transition.

“Through its integrated business model, Calisen owns, installs, reads and maintains metres throughout their useful life,” said Ang Eng Seng, chief investment officer of infrastructure at GIC. “With its steady cash flows and long-term contracts, we are confident in Calisen’s growth potential as a core infrastructure investment.”

EQT and GIC will support Calisen’s long-term prospects by driving the continued rollout of its energy-transition-related assets, including smart meters, heat pumps and renewable energy systems, both in the UK and abroad. It will also explore expanding into adjacent sectors, such as smart water metering.

“Calisen plays an active role in the decarbonisation of the UK economy, a position we intend to strengthen with the support of all of our shareholders,” said Sean Latus, chief executive of Calisen. “EQT and GIC’s experience in the energy sector will be invaluable as we look to leverage our scale and customer relationships to significantly expand our smart meter portfolio and replicate our success in adjacent areas.”

The transaction is subject to the satisfaction of certain conditions, including regulatory approvals.

“Calisen’s critical role in the UK’s energy transition aligns perfectly with EQT’s commitment to investing in essential infrastructure that contributes to a more sustainable future,” said Kunal Koya, a partner in EQT’s active core infrastructure advisory team. “We look forward to partnering with management and GIC to embark on Calisen’s next phase of growth.”

News: EQT and GIC to acquire majority stake in Calisen from consortium of investors