Category Archives: News

Zabka Group Begins Trading On The Warsaw Stock Exchange

CVC Capital Partners

On 17 October 2024 Zabka Group debuted on the main market of the Warsaw Stock Exchange. The share price at the opening on the first day of trading was PLN 23, 7% higher than the price in the initial public offering. The debut on the WSE is the culmination of the company’s public offering, which had a value of PLN 6.45 billion. It is the largest public offering in Poland since 2020, one of the biggest in the history of the WSE, and the fourth-largest offering in Europe this year.

Tomasz Suchański, CEO of Zabka Group, said: “Zabka Group’s listing on the Warsaw Stock Exchange marks a major step in implementing our long-term growth strategy. We are well-positioned to double sales to end customers by 2028 and to open approximately 1,000 stores annually in Poland and Romania. The significant interest in our public offering from renowned Polish and international financial institutions, as well as retail investors, reflects the market’s confidence in our future. This support will further motivate us to continue to deliver stable and profitable growth, and to build value for our shareholders, customers and franchisees.”

Krzysztof Krawczyk, Chairman of the Board of Directors of Zabka Group and Partner at CVC Capital Partners, commented: “We are proud that our long-term partnership with Zabka Group has led to one of the biggest stock market debuts in the history of the WSE. We applaud the consistent strategic execution and the commitment to growth on the part of both Zabka Group’s management and employees. I would also like to thank our fellow shareholders, Partners Group and the EBRD, for their commitment to Zabka Group’s success and their continued support of the business.”

Key information about the Zabka Group public offering

  • The Offering comprised a public subscription for 300,000,000 existing shares, excluding any Over-Allotment Shares. Based on the set offer price (PLN 21.50, the top of the price range), the value of the Offering was PLN 6.45 bn.
  • Additionally, up to 45,000,000 Over-Allotment Shares are offered in the IPO. Assuming the Over-allotment Option is exercised in full, the value of the Offering will increase to PLN 7.42 bn.
  • The Selling Shareholders decided to allocate 5% of the final number of the Sale Shares in aggregate to Retail Investors (4.4% including Over-Allotment Shares).
  • The reduction rate for subscriptions of retail investors was 90.45%.
  • The Offering consisted of:
  • a public offering in the territory of Poland, including: (a) the Retail Offering and (b) the Polish  Institutional Offering, in accordance with Regulation S under the U.S. Securities Act;
  • an offering in the United States to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A, or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act; and
  • an offering to certain other institutional investors outside of the United States and Poland in accordance with Regulation S under the U.S. Securities Act.
  • Goldman Sachs Bank Europe SE and J.P. Morgan SE acted as the Joint Global Coordinators and Joint Bookrunners and PKO BP – Biuro Maklerskie w Warszawie (PKO Securities) as an Offering Agent and Joint Bookrunner. Banco Santander, Biuro Maklerskie Pekao, BNP PARIBAS, CVC Capital Markets, Morgan Stanley and Pekao Investment Banking also acted as Joint Bookrunners. ING, mBank and Trigon acted as Co-Bookrunners.
  • The Retail Consortium in Poland, accepting subscriptions from Retail Investors, included PKO Securities, and brokerage houses of Alior Bank, BNP Bank Polska, Bank Handlowy, Millenium Bank, ING Bank Śląski, mBank, Pekao, BOŚ, BDM, Ipopema Securities, Noble Securities, Santander and Trigon.
  • GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k., Freshfields Bruckhaus Deringer LLP and Elvinger Hoss Prussen société anonyme acted as Legal Counsel to the Company and the principal selling shareholder. Baker McKenzie Krzyżowski i Wspólnicy sp. k. and Allen Overy Shearman Sterling LLP acted as Legal Counsel to the Joint Bookrunners.
  • PwC Polska acted as the advisor to the Company and OC&C Strategy Consultants prepared market and industry reports for the purpose of the Prospectus.

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Altor divests Carnegie to DNB Bank

On October 21, Altor Fund III (“Altor”) has entered into an agreement to divest Carnegie Investment Bank (“Carnegie”), a leading investment bank and asset manager in the Nordics, to DNB Bank ASA (“DNB”). Carnegie was acquired by Altor in 2009 with the strategic objective to build the leading investment bank and asset manager in the Nordic region.

Over the past 15 years, Carnegie has grown to become a leading Nordic investment bank and asset manager with strong positions in equities research, brokerage, corporate finance advisory and private wealth management. For several years in a row, clients have rated Carnegie as the highest performing advisor across all business areas, and operating income has more than tripled over the period; a testament to a culture of putting the client first and providing the highest quality of advise possible, all while working together across the firm as one team.

“We have always shared the entrepreneurial spirit and client-focused approach with Harald and the team at Altor. Together we have built Carnegie into a strong, well-diversified and future-proof company, and we are thrilled to enter into this new chapter with DNB, a partner that we think is a perfect fit both culturally and from a business perspective” said Tony Elofsson, CEO at Carnegie.

“Carnegie is a company close to heart for us at Altor; we have been part of this journey for so many years and celebrated countless milestones together. It is with great pride that I reflect on the talent and motivation that drives the team at Carnegie, and I want to thank all the people that have contributed to the success over the years. Back in 2009, we invested in a challenger, and over the years they have grown into a true market leader.” said Harald Mix, Partner at Altor and Board member at Carnegie.

“It has been a great joy to work with Tony Elofsson and the team over the years. We are impressed by their continuous innovation, not least in the digital arena with new business initiatives like Montrose by Carnegie. We look forward to following the next chapter of the journey as Tony and the team builds an even stronger Nordic franchise together with DNB” added Gustav Alenmyr, Director at Altor and Board member of Carnegie.

The Transaction is expected to close in the first half of 2025, pending regulatory approvals in applicable jurisdictions.

About Altor

Since inception, the family of Altor funds has raised more than EUR 11 billion in total commitments. The funds have invested in just south of 100 companies. The investments have been made in medium-sized predominantly Nordic and DACH companies with the aim to create value through growth initiatives and operational improvements. Among current and past investments are Sbanken, Trioworld, Mandatum, Marshall and Kommunalkredit.

About Carnegie

Carnegie is the foremost financial adviser and asset manager in the Nordics. We bring investors together with entrepreneurs and companies to enable clients, owners, and society to grow sustainably. Carnegie has a strong presence across all business areas, including asset management, private banking, investment banking, and securities. Founded in 1803, Carnegie is one of the oldest brands in the region. The bank employs approximately 850 professionals across six countries and generated revenues of SEK 3.4 billion in 2023. Our vision is to be the most competent and respected financial adviser and asset manager in the Nordics. Carnegie is renowned for its strong corporate culture, built on integrity, independence, and a long-term perspective. This culture has made Carnegie one of the most successful and respected financial advisors and asset managers in the Nordic region.

About DNB

DNB is Norway’s largest financial services group and one of the largest in the Nordic region in terms of market capitalisation. The Group offers a full range of financial services, to 237 000 corporate customers and 2 million personal customers. DNB is a major operator in a number of industries, for which DNB also has a Nordic or international strategy.

Press contact

Karin Åström

Head of Communications

karin.astrom@altor.com

+46 707 64 86 59

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Sofyne Active Technology partners with AG Solution to form SAPHIR, a European leader in digital transformation for the industry

Waterland

Paris, 21 October 2024 – Sofyne Active Technology and AG Solution group, both specialists in digital transformation for the industrial sector, have teamed up with their leadership teams in a strategic operation backed by the pan-European investment fund Waterland Private Equity. This partnership aims to create a leading European IT services company that will support industrial clients in addressing the challenges of their Industry 4.0 journey.

Founded in Lyon in 2005 by Stéphane Lusoli, Sofyne Active Technology today boasts a recognized know-how in MES/MOM/PLM software integration. This expertise enables it to support major international industrial  groups in the luxury goods, automotive and energy sectors in their digital transformation towards Industry 4.0. With a presence in 6 European countries (France, Switzerland, UK, Portugal, Sweden, Poland), Sofyne Active Technology is currently the number 1 workforce for Dassault Systèmes’ DELMIA APRISO software in Europe. Sofyne Active Technology has been experiencing significant growth and expansion for several years.

AG Solution, founded in 2007, in Antwerp, by Eric Billiard and Guy D’haese, brings its expertise in automation systems, process control, data management, operational intelligence, MES/MOM solutions, Artificial  Intelligence, ICT infrastructure, and OT security to industries such as pharmaceuticals, chemicals, waste-to-energy and food & beverage. The company has 13 offices, including 11 in Europe (Belgium, Spain, France, the Netherlands, Germany, Ukraine, Portugal) and two in the United States (New York, Houston).

Through this major European partnership, the two companies, now united under the SAPHIR entity, share a common ambition: establish a leading Industry 4.0 group by 2030. The newly formed group plans to accelerate its international growth and carry out further external expansion initiatives.

“Six months after Waterland’s involvement, we’re marking a significant milestone in our journey to become a pan-European leader in industrial digital transformation. With a combined team of 400 engineers and consultants, renowned for their excellence, Sofyne Active Technology and AG Solution will be well-equipped to tackle the increasingly complex challenges of Industry 4.0 by offering high-level expertise, consultancy and services to their clients,” said Stéphane Lusoli, CEO of Sofyne Active Technology.

“Following our successful MBO two years ago, this merger with Sofyne Active Technology is a key step in achieving our 2030 vision. It will allow us to provide even more high-value-added services in the MOM space to our industrial clients. We will also complete Sofyne Active Technology’s offering to its clients with automation, operational intelligence, and MES/MOM Cyber security solutions,” said Eric Billiard, CEO of AG Solution.

“We are convinced of the strategic importance of this partnership, and that’s why we’re committed to supporting Sofyne Active Technology, AG Solution, and their leadership teams at every step of this  transformative project. The merger will deliver increased value, expertise, and new service offerings to the clients of both companies, addressing the demands of industrial digital transformation,” commented Louis Huetz, Partner, and Pierre Naftalski, Investment Director, at Waterland.

About Saphir
Saphir comes from the partnership of Sofyne Active Technology and AG Solution. It aims to position itself as a leading group in Industry 4.0 in Europe. With its various locations in Europe (France, Belgium, Spain, Portugal, UK, Poland, Switzerland, Netherlands, Germany, Ukraine) and the United States, and more than 400 engineers and consultants, the Saphir group supports its customers on all Industry 4.0 issues thanks to a wide range of expertise and services.

About Sofyne Active Technology
Founded in 2005 in Lyon and specializing in digital transformation for industry, Sofyne Active Technology operates across Europe (France, Switzerland, UK, Portugal, Sweden, Poland). With its wide range of services, Sofyne Active Technology guides top-tier industrial clients from various sectors (luxury, automotive, energy, etc.) through their digital transformation toward Industry 4.0. The company is particularly renowned for its expertise in industrial data management software integration.

About AG Solution
Founded in 2007, AG Solution specializes in digital transformation for industry in both Europe and the United States (Belgium, Spain, France, the Netherlands, Germany, Ukraine, and the United States). AG Solution serves a diverse clientele (Food & Beverage, pharma, chemicals, etc.) and is known for its expertise in automation systems, process control, data management, operational intelligence, MES/MOM solutions, ICT infrastructure, Artificial Intelligence and Cyber security. As a strategic partner, AG Solution helps clients define their  operational environments, design innovative roadmaps, and integrate cutting-edge technologies to generate lasting value and measurable results.

Press Contacts:
Olivia Andrez – waterland@the-arcane.com | +33 6 85 52 86 03
Laurence Van Doosselaere – vandoosselaere@waterland.be | +32 473 88 05 21

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KKR Acquires Portfolio of Four Industrial Warehouses Serving the Central Florida Market

KKR

NEW YORK–(BUSINESS WIRE)– KKR, a leading global investment firm, today announced that KKR has acquired a portfolio of four Class A industrial warehouses serving the greater Central Florida market, including Orlando and Tampa.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20241021128092/en/

(Photo: Business Wire)(Photo: Business Wire)

The four industrial properties sit at the intersection of Interstate 4 and U.S. Route 27, two vital transportation arteries in southwest Orlando that facilitate access to key demand drivers across Central Florida. The assets, totaling approximately 1.2 million square-feet (SF), are 100% leased to five high-quality tenants, including investment grade public companies and regional market leaders.

“We are pleased to grow our footprint in Central Florida with the purchase of these strategically located, high-quality warehouse assets,” said Ben Brudney, a Managing Director in the Real Estate group at KKR who oversees the firm’s industrial investments in the United States. “We believe that prime transit-adjacent distribution locations in southwest Orlando continue to benefit from strong demand drivers and limited new supply.”

KKR is acquiring the portfolio through its KKR Real Estate Partners Americas III fund. The addition of this portfolio brings KKR’s total warehouse acquisitions in the U.S. to nearly eight million SF since the start of the year.

KKR’s global real estate business invests in high-quality, thematic real estate through a full range of scaled equity and debt strategies. Managing $75 billion in assets as of June 30, 2024, KKR’s approximately 150 dedicated real estate investment and asset management professionals across 16 offices apply the capabilities and knowledge of KKR’s global platform to deliver outcomes for clients and investors.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

Media
Miles Radcliffe-Trenner or Lauren McCranie
media@kkr.com

Source: KKR & Co. Inc.

 

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Neuberger Berman Private Markets, EQT and CPP Investments Form Consortium to Acquire Leading International Schools Organization Nord Anglia Education

eqt

The new majority ownership group will help to strengthen Nord Anglia’s mission of delivering world-class education and cultivating the next generation of global leaders and innovators

Transaction values Nord Anglia at USD 14.5 billion, underscoring its leadership in the global education sector

Global institutional investors will diversify Nord Anglia’s shareholder base, bringing long-term support for sustained growth and stability

 

Neuberger Berman Private Markets, EQT, and Canada Pension Plan Investment Board (“CPP Investments”), together with global institutional investors (collectively the “Consortium”), today announced the signing of definitive share purchase agreements in Nord Anglia Education (“Nord Anglia” or the “Company”)for an enterprise value of USD 14.5 billion. Existing owners EQT and CPP Investments will remain shareholders in the Company through a new fund investment and reinvestment, respectively.

Nord Anglia is a leading international schools organization, operating over 80 schools in 33 countries and educating more than 85,000 students from ages 2 to 18. Its students consistently achieve excellent academic results, with Year 12 graduates frequently accepted into the world’s top 100 universities. Central to Nord Anglia’s educational philosophy is its personalized learning approach, where teaching is tailored to each student’s unique learning style. Learning experiences are further enhanced through Nord Anglia’s exclusive global partnerships with distinguished institutions such as UNICEF, MIT, Juilliard, and IMG Academy, alongside the Company’s proprietary digital learning platforms.

The announced agreement to acquire Nord Anglia further extends EQT’s longstanding relationship with the Company, which began with its initial investment in 2008. In 2017, EQT strengthened its commitment by increasing its stake in the Company and welcoming CPP Investments as a partner. EQT and CPP Investments now continue their support of Nord Anglia, joined by Neuberger Berman, and other global institutional investors. EQT is investing in Nord Anglia through its BPEA Private Equity Fund VIII. CPP Investments will reinvest a portion of its stake in support of the acquisition.

Neuberger Berman, as a new strategic partner, will play an integral role in strengthening the Consortium’s commitment to supporting Nord Anglia’s continued growth through both organic and inorganic strategies. Alongside Neuberger Berman, EQT, and CPP Investments will continue their close collaboration with Nord Anglia to guide the Company into its next phase and enhance its ability to deliver world-class education in key global markets.

“Nord Anglia’s extensive track record and unwavering commitment to supporting over 85,000 students worldwide uniquely positions the company for future growth. We are honored to lead a consortium of investors who share our passion for delivering exceptional educational experiences,” said David Stonberg, Managing Director at Neuberger Berman. “We are excited to partner with the EQT team, whose deep industry expertise and proven collaboration with Nord Anglia’s management enhance this investment,” added Jonathan Shofet, Managing Director at Neuberger Berman. “Together with CPP Investments, we aim to support Nord Anglia’s mission of delivering world-class education.”

Jack Hennessy, Partner within the EQT Private Equity advisory team, said, “EQT has had the privilege of partnering with Nord Anglia since 2008, and we’ve developed a deep connection with this exceptional business. Over the years, we’ve witnessed Nord Anglia grow from six schools to more than 80 which today serve more than 85,000 students across the globe. Alongside this growth, we’re proud to have helped elevate teaching excellence through industry-leading partnerships established under our ownership. With today’s announcement, we are thrilled to continue this journey with Neuberger Berman, CPP Investments, and our global institutional co-investors, and support Nord Anglia’s continued success and innovation in the global education space.”

Caitlin Gubbels, Senior Managing Director & Global Head of Private Equity, CPP Investments, said, “Nord Anglia was CPP Investments’ first direct equity investment in the private education sector, and we are proud to have been a partner, alongside EQT, in its growth globally over the years. Our reinvestment allows us to remain committed to Nord Anglia while delivering an attractive return to the CPP Fund. We are highly confident in the growth potential of the sector and look forward to working with new investors.”

Andrew Fitzmaurice, Chief Executive Officer, Nord Anglia Education, said, “Families choose our schools because we help our students gain the academic outcomes, confidence, and life skills they need to succeed in the future. At the heart of our students’ achievements are our high-quality teachers. Our ability to attract and develop outstanding teachers sees us receive over 60 applications for every teaching vacancy, reflecting the strength of our world-class professional learning program and career pathways. Since day one, EQT and CPP Investments have shared our educational philosophy and with the addition of Neuberger Berman, we are further strengthening this successful partnership. Focused on improving students’ outcomes, we will accelerate our research of new teaching and learning practices, curricula innovation, and the growth and development of our global teaching community.”

Goldman Sachs, J.P. Morgan, and Morgan Stanley are serving as lead financial advisors to Nord Anglia, Lazard is serving as private capital advisor to Nord Anglia, and Deutsche Bank and HSBC are serving as financial advisors to Nord Anglia. Latham & Watkins is acting as legal advisor to Nord Anglia. Debevoise & Plimpton and Ropes & Gray are acting as legal advisors to EQT.

With this transaction, BPEA Private Equity Fund VIII is expected to be 80-90 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on target fund size and subject to customary regulatory approvals.

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of BPEA Private Equity Fund VIII will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the United States absent registration or an exemption from registration.

Contacts:

For Neuberger Berman:
Alex Samuelson, +1 212 476 5392, Alexander.Samuelson@NB.com

For EQT:
EQT Press Office, Press@EqtPartners.com

For CPP Investments:
Connie Ling, +852 3959 3476, CLing@CPPIB.com

For Nord Anglia Education:
James Russell, +44 (0) 7770 365437, james.russell@nordanglia.com
Edward Simpkins +44 (0)7947 740551, edward.simpkins@fgsglobal.com

 

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Apollo Closes Second Vintage Large Cap Direct Lending Fund with $4.8 Billion of Assets

Apollo logo

Commitments bring total new capital for direct lending franchise to over $13B in just over 12 months

NEW YORK, Oct. 15, 2024 (GLOBE NEWSWIRE) — Apollo (NYSE: APO) today announced that it has closed Apollo Origination Partnership Fund II (“AOP II” or “Fund II”) with approximately $4.8 billion of investable assets1. This brings total assets raised for the Apollo Large Cap Direct Lending business to approximately $13.3 billion in just over 12 months, inclusive of the Fund II close and other product formats providing access to Apollo’s direct lending franchise. Apollo’s total direct lending and performing credit AUM has doubled to $238 billion over the past four years.

AOP II is designed to capitalize on growing demand for corporate and sponsor-backed large-cap lending. Under the strategy, Apollo aims to invest in senior corporate debt of issuers located predominantly in the United States and Western Europe that generate over $100 million of annual EBITDA.

“AOP II seeks to provide investors with a differentiated approach to corporate and sponsor direct lending. The convergence of public and private credit markets continues to create tremendous demand for scaled direct lending solutions led by a single counterparty who can offer price and execution certainty to borrowers,” said Apollo Credit Partner Jim Vanek.

“We believe that Apollo’s decades-long history and expertise investing in corporate credit, as well as the incumbency and broad reach of our Credit platform, make us uniquely situated to lead in this growing market,” said Deputy CIO of Credit John Zito. “Platforms with scaled and diversified sources of capital are well positioned to meet the increasing needs of large companies.”

Apollo’s Credit business has more than $500 billion of AUM, supported by highly diversified, stable inflows across institutional fundraising, Global Wealth, and Retirement Services.

Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Apollo in connection with the closing of Fund II.

About Apollo
Apollo is a high-growth, global alternative asset manager. In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade credit to private equity. For more than three decades, our investing expertise across our fully integrated platform has served the financial return needs of our clients and provided businesses with innovative capital solutions for growth. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Our patient, creative, and knowledgeable approach to investing aligns our clients, businesses we invest in, our employees, and the communities we impact, to expand opportunity and achieve positive outcomes. As of June 30, 2024, Apollo had approximately $696 billion of assets under management. To learn more, please visit www.apollo.com.

Apollo Contacts

Noah Gunn
Global Head of Investor Relations
Apollo Global Management, Inc.
(212) 822-0540
IR@apollo.com

Joanna Rose
Global Head of Corporate Communications
Apollo Global Management, Inc.
(212) 822-0491
Communications@apollo.com

1Inclusive of equity commitments and anticipated leverage

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Zuora Enters into Definitive Agreement to be Acquired by Silver Lake and GIC For $1.7 Billion

Silverlake

REDWOOD CITY, Calif., October 17, 2024 – Zuora, Inc. (NYSE: ZUO), a leading monetization suite for modern business, today announced that it has entered into a definitive agreement to be acquired by Silver Lake, the global leader in technology investing, in partnership with an affiliate of GIC Pte. Ltd. (“GIC”), in a transaction valued at $1.7 billion. Upon completion of the transaction, Zuora will become a privately held company.

Under the terms of the agreement, Silver Lake and GIC will acquire all outstanding shares of Zuora common stock for $10.00 per share in cash. The purchase price represents an 18% premium to the Company’s unaffected closing stock price 1 and a 20% enterprise value 2 premium. The agreement was unanimously approved and recommended to the Zuora Board of Directors by a Special Committee consisting of independent directors of the Board, Jason Pressman, John D. Harkey, Jr., Laura Clayton McDonnell and Tim Haley. Following the Special Committee’s recommendation, the agreement has been unanimously approved and recommended for approval by stockholders by the Zuora Board.

“Since our founding, Zuora has evangelized the shift to the Subscription Economy and evolution to complex revenue models, providing technology necessary to monetize products and services,” said Tien Tzuo, Zuora’s Founder, CEO and Chairman of the Board. “As a private company, with the support and expertise of Silver Lake and GIC, our monetization suite will continue to lead in the marketplace. We look forward to entering this next phase of growth alongside Silver Lake, GIC and our team of ZEOs.”

“Our agreement with Silver Lake and GIC represents the culmination of a comprehensive process to determine the best path to maximizing value for Zuora stockholders,” said Jason Pressman, Chair of the Special Committee and Lead Independent Director of Zuora’s Board of Directors. “Our review of potential strategic alternatives for the Company was led by a Special Committee composed of independent directors and advised by independent legal and financial advisors. We are pleased to have reached an agreement that will deliver significant, immediate and certain value to Zuora’s stockholders.”

“After recently joining the Zuora Board of Directors, I was pleased to have the opportunity to serve on the Special Committee,” said Mr. Harkey, an independent director of Zuora’s Board of Directors and member of the Special Committee. “The Special Committee and its advisors contacted over 30 parties including both financial sponsors and strategic buyers and conducted detailed due diligence with more than 10 parties. The Silver Lake and GIC proposal represents the only, final, fully-financed proposal received by Zuora, which was reviewed by the Special Committee, evaluated against Zuora’s standalone prospects, future outlook and growth plans, and other strategic and financial alternatives. We recommended this proposal because we believe it offers the best, risk-adjusted value for Zuora’s stockholders.”

“This investment underscores our confidence in Zuora as the clear leader of monetization solutions for modern recurring revenue businesses,” said Joe Osnoss, Managing Partner at Silver Lake and Mike Widmann, Managing Director at Silver Lake. “Building upon our long-term partnership with GIC, we look forward to collectively supporting management as they continue to deliver solutions that enable their more than 1,000 customers to unlock and grow customer-centric business models.”

“Zuora’s best-in-class software powers the revenue engines for many of the largest and most exciting companies today,” said Choo Yong Cheen, Chief Investment Officer of Private Equity at GIC and Eric Wilmes, Head of Private Equity, Americas at GIC. “With rapid growth in the Subscription Economy, company requirements are becoming increasingly complex. Having established the category, Zuora’s products and experience position it for continued market leadership. We are thrilled to work alongside Zuora’s impressive management team and our partner, Silver Lake, to support the business in its next phase of growth.”

Transaction Details

The transaction is expected to close in the first calendar quarter of 2025, subject to customary closing conditions and approvals, including the receipt of required regulatory approvals; approval by a majority of the voting power of the outstanding capital of Zuora held by unaffiliated holders; and approval of a majority of the Company’s Class A common stock and a majority of the Company’s Class B common stock, each voting as separate classes. The transaction is not subject to a financing condition.

Tien Tzuo, Zuora’s Founder, CEO and Chairman of the Board, will roll over a majority of his existing ownership. As a continuing investor in Zuora, Mr. Tzuo will remain focused on ensuring that Zuora is best positioned for long-term success.

Upon completion of the transaction, Zuora’s common stock will no longer be listed on any public stock exchange. Mr. Tzuo will continue to lead the Company, which will maintain its headquarters in Redwood City.

Further information regarding terms and conditions contained in the definitive transaction agreements will be made available in Zuora’s Current Report on Form 8-K, which will be filed in connection with this transaction.

Advisors

Qatalyst Partners is serving as exclusive financial advisor to the Special Committee and provided a fairness opinion. Foros is serving as financial advisor to the Company. Goodwin Procter LLP is serving as legal counsel to the Special Committee and Freshfields US LLP is serving as legal counsel to the Company. Simpson Thacher & Bartlett LLP is serving as legal counsel to Silver Lake. Dechert LLP is serving as legal counsel to GIC. Sullivan & Cromwell LLP is serving as legal counsel to Mr. Tzuo.

About Zuora, Inc.

Zuora provides a leading monetization suite to build, run and grow a modern business through a dynamic mix of usage-based models, subscription bundles and everything in between. From pricing and packaging, to billing, payments and revenue accounting, Zuora’s flexible, modular software platform is designed to help companies evolve monetization strategies with customer demand. More than 1,000 customers around the world, including BMC Software, Box, Caterpillar, General Motors, The New York Times, Schneider Electric and Zoom use Zuora’s leading combination of technology and expertise to turn recurring relationships and recurring revenue into recurring growth. Zuora is headquartered in Silicon Valley with offices in the Americas, EMEA and APAC. To learn more, please visit zuora.com.

© 2024 Zuora, Inc. All Rights Reserved. Third party trademarks mentioned above are owned by their respective companies. Nothing in this press release should be construed to the contrary, or as an approval, endorsement or sponsorship by any third parties of Zuora, Inc. or any aspect of this press release.

About Silver Lake

Silver Lake is a global technology investment firm, with more than $104 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies collectively generate nearly $243 billion of revenue annually and employ approximately 453,000 people globally.

About GIC

GIC is a leading global investment firm established in 1981 to secure Singapore’s financial future. As the manager of Singapore’s foreign reserves, GIC takes a long-term, disciplined approach to investing and is uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital, and infrastructure. Its long-term approach, multi-asset capabilities, and global connectivity enable it to be an investor of choice. GIC seeks to add meaningful value to its investments. Headquartered in Singapore, GIC has a global talent force of over 2,300 people in 11 key financial cities and has investments in over 40 countries. For more information, please visit www.gic.com.sg.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Zuora will file with the SEC a proxy statement, a definitive version of which will be mailed or otherwise provided to its stockholders. The Company and affiliates of the Company intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). Zuora may also file other documents with the SEC regarding the potential transaction. BEFORE MAKING ANY VOTING DECISION, ZUORA’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement, the Schedule 13E-3 and other documents that Zuora files with the SEC (when available) from the SEC’s website at www.sec.gov and Zuora’s website at investor.zuora.com. In addition, the proxy statement, the Schedule 13E-3 and other documents filed by Zuora with the SEC (when available) may be obtained from Zuora free of charge by directing a request to Zuora’s Investor Relations at investorrelations@zuora.com.

Participants in the Solicitation

Zuora and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from Zuora’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of the stockholders of Zuora in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be set forth in the proxy statement and Schedule 13E-3 and other materials to be filed with the SEC. You may also find additional information about Zuora’s directors and executive officers in Zuora’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on May 16, 2024 (the “Annual Meeting Proxy Statement”). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected in Zuora’s Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You can obtain free copies of these documents from Zuora using the contact information above.

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. All statements other than statements of historical facts contained in this communication, including statements regarding the proposed transaction and its expected timing, completion and effects, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “estimates,” “expects,” “plans,” “potential,” “will,” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions.

Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors. Important factors that could cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited to, (a) the ability of the parties to consummate the proposed transaction in a timely manner or at all; (b) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction; (c) potential delays in consummating the proposed transaction; (d) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; (e) the possibility that the Company’s stockholders may not approve the proposed transaction; (f) the ability of the Company to timely and successfully achieve the anticipated benefits of the proposed transaction; (g) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (h) the Company’s ability to implement its business strategy; (i) significant transaction costs associated with the proposed transaction; (j) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (k) potential litigation relating to the proposed transaction; (l) the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations; (m) the ability of the Company to retain and hire key personnel; (n) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (o) legislative, regulatory and economic developments affecting the Company’s business; (p) general economic and market developments and conditions; (q) the legal, regulatory and tax regimes under which the Company operates; (r) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company’s financial performance; (s) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s Class A common stock; (t) restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; and (u) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as the Company’s response to any of the aforementioned factors.

For information regarding other factors that could cause the Company’s results to vary from expectations, please see the “Risk Factors” section of the Company’s periodic report filings with the SEC, including but not limited to our Form 10-Q filed with the SEC on August 29, 2024, our Form 10-K filed with the SEC on March 26, 2024 as well as other documents that may be filed by us from time to time with the SEC. These filings, as well as subsequent findings, are available on the investor relations section of the Company’s website at investor.zuora.com or on the SEC’s website at www.sec.gov. The statements in this communication represent our current beliefs, estimates and assumptions as of the date of this communication. Subsequent events and developments may cause our views to change. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this communication.

SOURCE: ZUORA, INC.

1 of $8.47 per share as of the close on April 16, 2024, the last full trading day prior to media reports regarding a possible sale transaction

2 of $1.3 billion based on the unaffected stock price of $8.47 per share as of April 16, 2024

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Gryphon Investors Acquires RapidAir

Gryphon Investors

stablishes New Platform for Branded Downstream Compressed Air Solutions

Gryphon Investors (“Gryphon”), a leading middle-market private equity firm, announced today that it has acquired RapidAir (or the “Company”), a provider of branded downstream compressed air solutions, from Pfingsten Partners. RapidAir will serve as a platform for future investments in compressed air solutions. This represents the sixth platform deal closed by Gryphon’s Heritage Group, the firm’s small-cap fund strategy. Financial terms of the transaction were not disclosed.

Founded in 2003 and headquartered in Auburndale, WI, RapidAir is a provider of downstream compressed air solutions, including fittings, accessories, aluminum piping, and filtration products. The Company serves customers in the automotive aftermarket, transportation, fleet, distribution, and manufacturing end markets.  CEO Mark LeMire, along with the Company’s management team, will remain with RapidAir and retain an ownership stake.

Jeff Pembroke, Gryphon Operating Partner, said, “We are excited to partner with Mark and the RapidAir team to grow the business and further position the Company as a market leader. RapidAir has built a strong reputation as the go-to-provider of downstream compressed air solutions for a variety of applications given its top-tier products, best-in-class customer service and technical support, comprehensive design capabilities, and superior lead times.”

Tim Bradley, Gryphon Deal Partner, added, “RapidAir has demonstrated consistent growth in an exciting industry with strong tailwinds. We believe there is an opportunity to continue to scale the business by leveraging Gryphon’s operational experience to further enhance the Company’s product portfolio, penetrate new end markets and execute on strategic M&A.”

RapidAir is actively seeking to partner with additional businesses to further expand its product portfolio and enter new geographies and markets.

Gryphon was advised by legal counsel Kirkland & Ellis and financial advisor BMO Capital Markets. Lincoln International served as the exclusive financial advisor to RapidAir, and Katten Muchin Rosenman served as legal counsel.

# # #

About RapidAir

Founded in 2003 and headquartered in Auburndale, WI, RapidAir is a provider of downstream compressed air solutions, including fittings, accessories, aluminum piping, and filtration products. The Company serves customers in the automotive aftermarket, transportation and fleet, distribution center, warehouse, and light-and-medium duty manufacturing end markets.

About Gryphon Investors

Gryphon Investors is a leading middle-market private equity firm focused on profitably growing and competitively advantaged companies in the Business Services, Consumer, Healthcare, Industrial Growth, and Software sectors. With approximately $9+ billion of assets under management, Gryphon prioritizes investments in which it can form strong partnerships with founders, owners, and executives to accelerate the building of leading companies and generate enduring value through its integrated deal and operations business model. Gryphon’s highly differentiated model integrates its well-proven Operations Resources Group, which is led by full-time, Gryphon senior operating executives with general management, human capital acquisition and development, treasury, finance, and accounting expertise. Gryphon’s three core investment strategies include its Flagship, Heritage, and Junior Capital strategies, each with dedicated funds of capital. The Flagship and Heritage strategies target equity investments of $50 million to $350 million per portfolio company. The Junior Capital strategy targets investments in junior securities of credit facilities, arranged by leading middle-market lenders, in both Gryphon-controlled companies, as well as in other private equity-backed companies operating in Gryphon’s targeted investment sectors.

Contact:

Lambert

Caroline Luz

203-570-6462

cluz@lambert.com

or

Jennifer Hurson

845-507-0571

jhurson@lambert.com

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Ardian and Rockfield Launch Pan-European Student Accommodation Strategy with a €500 Million Commitment from CBRE IM

Ardian

Ardian and Rockfield to launch a strategic partnership to invest in Purpose-Built Student Accommodation (PBSA) across Continental European markets.
• CBRE Investment Management’s Indirect Real Estate Strategies has made a €500 million seed equity commitment to the PBSA strategy on behalf of global institutional investors.
• The strategy will focus on key European markets where student housing is in high demand and short supply, specifically in Italy, the Netherlands, Spain, Portugal, Germany and France. The first investments are expected to be concluded before year-end.

Ardian, a world-leading private investment house, and Rockfield, a vertically integrated student housing platform with offices in Madrid and Amsterdam, have launched a long-term, strategic partnership to invest in Purpose-Built Student Accommodation (PBSA) assets across Continental Europe.
Together, they aim to identify best-in-class assets demonstrating a strong environmental performance to address the supply-demand imbalance across the continent. In this partnership Ardian will act as investment manager.
CBRE Investment Management, a leading global real assets investment management firm, will act as a founding investor with an initial equity commitment of €500 million through its Indirect Private Real Estate Strategies on behalf of global institutional investors.

The strategy aims to create a diversified portfolio of high-quality PBSA assets and will focus on Europe-an markets where student housing is in high demand and short supply, specifically in Italy, The Netherlands, Spain, Portugal, Germany and France. The first investments are expected to be concluded before year-end.
Leading education hubs, characterized by a strong concentration of universities, a growing student population, and limited existing PBSA provision will be of prime importance for the strategy.
Target acquisitions will be predominantly income-producing properties, as well as selective forward purchase opportunities, to capture value through the development of new, high-quality student residences.
With a core+ focus, the strategy aims to create value by enhancing the operational performance of its assets, as well as their potential to contribute to the global effort of reducing GHG emissions in line with the Paris Agreement.

“We are delighted to partner with Rockfield on this exciting initiative and proud of CBRE IM’s trust and strong support in seeding the strategy. There is an unprecedent window of opportunity in investing in European PBSA markets due to a lack of liquidity and structural undersupply in leading university cities, combined with increasing demand predominantly driven by demographics. We believe that Ardian and Rockfield’s joint expertise and strong cultural alignment position us perfectly to address this widen-ing supply/demand gap in the student housing market for high-quality assets with a robust environmental performance and with the potential for further operational improvement.” Matteo Minardi, Head of Real Estate Italy and Managing Director, Ardian

The strategy will harness the expertise of Ardian’s local real estate teams, with deep market knowledge and strong networks across offices in four European markets. The team will bring technical and financial expertise through all phases of the investment cycle, from deal origination and due diligence to execution and asset management. Ardian also brings its expertise in sustainability, which uses a proprietary methodology to measure and monitor ESG performance and delivers tangible results.

“Our strategic partnership with Ardian starts with probably one of the largest pots of dry powder capital ready to invest in student accommodation across the continent. Europe is a growing global educa-tion hub with student numbers expected to rise by 10% by 2031. With over a decade of experience investing in European PBSA markets, our specialist international investment teams are well-positioned to take advantage of the unprecedented opportunities now available that meet our risk/return and sus-tainability requirements.” Juan Acosta, Partner and CIO, Rockfield

Rockfield brings a strong PBSA investment track record: in the last 10 years, the company has developed and managed 5,000 units across the sector and has strong sourcing capabilities and deep mar-ket knowledge. The Rockfield team will work alongside Ardian to identify investment opportunities and provide asset and property management and development services.

“The student housing market across Continental Europe presents a compelling and resilient growth op-portunity, while the investment landscape is fragmented. This strategy enables us to strategically access the market on a pan-European scale, leveraging the combined expertise of Ardian and Rockfield. We are thrilled to partner with them and look forward to deploying capital into this attractive asset class.” Line Verroken, Senior Director, CBRE IM Indirect Private Real Estate

Ardian, Rockfield and CBRE IM have been respectively advised by Linklaters, Garrigues and Jones Day.

Sustainability will be at the core of the strategy, with assets needing to achieve a GHG intensity level on Scope 1 and 2 emissions that aligns with the objective of the Paris Agreement. The strategy’s sustainability approach will seek to improve the environmental performance of the assets and to procure renewable energy.

About Ardian

Ardian is a world-leading private investment house, managing or advising $169bn of assets on behalf of more than 1,680 clients globally. Our broad expertise, spanning Private Equity, Real Assets and Credit, enables us to offer a wide range of investment opportunities and respond flexibly to our clients’ differing needs. Through Ardian Customized Solutions we create bespoke portfolios that allow institutional clients to specify the precise mix of assets they require and to gain access to funds managed by leading third-party sponsors. Private Wealth Solutions offers dedicated services and access solutions for private banks, family offices and private institutional investors worldwide. Ardian’s main shareholding group is its employees and we place great emphasis on developing its people and fostering a collabora-tive culture based on collective intelligence. Our 1,050+ employees, spread across 19 offices in Europe, the Americas, Asia and Middle East are strongly committed to the principles of Responsible Investment and are determined to make finance a force for good in society. Our goal is to deliver excellent investment performance combined with high ethical standards and social responsibility. At Ardian we invest all of ourselves in building companies that last.

ardian.com

ABOUT ROCKFIELD REAL ESTATE

Rockfield was established in 2014 with a clear mission to create high quality and sustainable housing solutions for young professionals and students in urban areas. Our founders recognised the growing demand for affordable housing in major cities, coupled with an increasing need for innovative living concepts that not only provide a place to live but also enable residents to grow and thrive within a community.
With this vision in mind, Rockfield started a journey to build a fully integrated real estate company. From the start, we chose to keep all aspects of real estate management in-house, from project development and acquisition to investment and property management. This approach has allowed us to offer tailored solutions that meet needs of both investors and tenants.
Since our inception, we have experienced impressive growth and evolved into a leading investment manager with a portfolio of over €1 billion in assts under management and around 5,000 housing units across various European cities.

rockfield.nl

ABOUT CBRE INVESTMENT MANAGEMENT

CBRE Investment Management is a leading global real assets investment management firm with $142.5 billion in assets under management* as of June 30, 2024, operating in more than 30 offices and 20 countries around the world. Through its investor-operator culture, the firm seeks to deliver sustainable investment solutions across real assets categories, geogra-phies, risk profiles and execution formats so that its clients, people and communities thrive. CBRE Investment Management is an independently operated affiliate of CBRE Group, Inc. (NYSE:CBRE), the world’s largest commercial real estate services and investment firm (based on 2023 revenue). The company has more than 130,000 employees (including Turner & Townsend employees) serving clients in more than 100 countries. CBRE Investment Manage-ment harnesses CBRE’s data and market insights, investment sourcing and other resources for the benefit of its clients. For more information, please visit www.cbreim.com.
*Assets under management (AUM) refers to the fair market value of real assets-related in-vestments with respect to which CBRE Investment Management provides, on a global basis, oversight, investment management services and other advice and which generally consist of investments in real assets; equity in funds and joint ventures; securities portfolios; operating companies and real assets-related loans. This AUM is intended principally to reflect the extent of CBRE Investment Management’s presence in the global real assets market, and its calcula-tion of AUM may differ from the calculations of other asset managers and from its calculation of regulatory assets under management for purposes of certain regulatory filings.

cbre.com

Press contact

HEADLAND

ardian@headlandconsultancy.com 

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Rentvine Announces Strategic Partnership with Property Manager Websites (PMW)

Mainsail partners

Estero, FL – October 17, 2024 – Rentvine, a property management software platform serving the long-term residential property rental market, is excited to announce a strategic partnership with Property Manager Websites (PMW). As part of this partnership, PMW will become a wholly owned subsidiary of Rentvine, while continuing to operate autonomously under its own brand. The combination paves the way for enhanced connectivity between the two platforms, offering shared features and exclusive pricing, all while maintaining the customer-centric support for which both companies are known.

Founded in 2011, PMW has built a strong reputation in the property management website industry and today serves more than 1,000 long-term rental customers. Through this collaboration, Rentvine and PMW will focus on creating a more seamless experience for property managers by providing complementary services, such as PMW’s front-end website and marketing solutions alongside Rentvine’s robust back-end accounting and property management capabilities. With Rentvine’s recent growth equity investment from Mainsail Partners, both companies are positioned for ongoing innovation and investment.

“Joining forces with Rentvine allows us to bring even more value to our clients,” said Chris Springer, CEO of PMW. “The Rentvine team has been in this industry for more than 20 years, and we’re excited to pair our specialized website solutions with their platform. Together, we’re offering a more cohesive experience for property managers.”

“We view this partnership with PMW as a major step forward for property management companies,” said Dave Borden, co-founder and CEO of Rentvine, highlighting the benefits of the collaboration. “Property managers can take advantage of our combined marketing, website and property management solutions to help them operate more efficiently and drive business growth.”

“Property management companies deserve a flexible, comprehensive solution for managing and growing their businesses,” said Gavin Turner, co-founder and Managing Partner of Mainsail Partners. “I applaud the teams at Rentvine and PMW for answering that call with a single, integrated solution to help transform their industry and strengthen their users’ relationships with customers.”

Customers will experience no disruptions in service and will continue to enjoy products from both platforms. For more information on this exciting collaboration, connect with the Rentvine and PMW teams at the Annual NARPM Convention, held October 21-24, 2024, in Dallas, Texas.

Categories: News