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Notable Transactions: Q3 & Q4 2018

02.01.19

(Article from Registered Funds Alert, January 2019)

For more information, please visit the Registered Funds Alert Resource Center.

A list of notable transactions that occurred in the fourth quarter of 2018, including M&A transactions and closed-end fund IPOs.

Jump to closed-end fund IPOs

M&A Transactions

Acquiror

Acquired or
Target Company

Type of Transaction
and Status

BC Partners Advisors L.P., a leading international investment firm with over $24 billion of AUM across private equity, private credit and real estate strategies

KCAP Financial, Inc., a publicly traded, internally managed business development company

Externalization of management, whereby an affiliate of BC Partners will become the manager of KCAP, KCAP stockholders will receive a cash payment from BC Partners of $25 million, BC Partners will contribute up to 100% of its incentive fees earned, if necessary, to enable KCAP to achieve net investment income of $0.40 per share for the one-year period after closing and BC Partners will use up to $10 million of incentive fees earned to purchase newly issued shares of KCAP stock in the two-year period after closing

Brown Advisory, Inc., an investment and strategic advisory firm with approximately $67 billion in client assets

Signature Family Wealth Advisors, a registered investment adviser with approximately $4.3 billion in client assets

Acquisition
(terms not disclosed)

Citizens Financial Group, Inc., a financial institution with approximately $158.6 billion in assets

Clarfeld Financial Advisors, LLC, a wealth management firm with approximately $6.6 billion in AUM and approximately $900 in assets under administration

Acquisition
(terms not disclosed)

Dyal Capital Partners, a private equity and venture capital firm with approximately $14 billion in AUM, and a division of Neuberger Berman Group

Bridgepoint Capital, a London-based private equity firm that has approximately €28.2 billion of committed funds and €18 billion in AUM

Acquisition of a minority interest, between 15% and 20%, for receipt of a proportion of Bridgepoint’s dividends and carried interest
(terms not disclosed)

EB Safe, LLC, subsidiary of Emigrant Bank, a privately-held bank specializing in advising financial institutions

Fiduciary Network, LLC, an RIA aggregator with approximately $40 billion in AUM

Acquisition; EB Safe will consolidate 100% ownership of Fiduciary by exercise its right of first refusal to acquire the remaining 25% stake in Fiduciary not already owned
(terms not disclosed)

Generational Capital LLC, a part of Generational Group that specializes in mergers and acquisitions advisory services

Talis Advisors, a registered investment adviser

Acquisition of majority interest
(terms not disclosed)

Genstar Capital, a private equity firm with approximately $10 billion in AUM

Cetera Financial Group, a network of nearly 8,000 financial advisors

Acquisition of majority interest
(terms not disclosed)

Goldman Sachs Asset Management, an asset manager whose Alternative Investment & Manager Selection Group has more than $200 billion AUM

Harvest Partners, a private equity investment firm

Acquisition of 15% interest
(terms not disclosed)

Goldman Sachs Asset Management, an asset manager whose Consumer and Investment Division that has approximately $1.5 trillion assets under supervision

Rocaton Investment Advisors, an investment consulting firm that has more than $600 billion in assets under advisement

Acquisition
(terms not disclosed)

iM Global Partner, an investment and development platform, having approximately $30.4 billion combined AUM with partner asset managers Polen Capital, Dolan McEniry Capital, Sirios Capital and Dynamic Beta. iM Global Partner represents approximately $7.6 billion AUM in proportion to its participations

Dynamic Beta investments(previously branded Beachhead Capital), a hedge fund advisory firm

Acquisition of 45% interest
(terms not disclosed)

Invesco Ltd., an independent investment management firm with approximately $888 billion in AUM

OppenheimerFunds, Inc., a global asset manager with over $246 billion in AUM

Acquisition for total consideration of approximately $5.7 billion, including Massachusetts Mutual Life Insurance Company, the current parent company of OppenheimerFunds, receiving approximately a 15.5% stake in Invesco

Kovitz Investment Group, an investment manager, which is part of Focus Financial Partners

AFAM Capital, an investment management firm

Acquisition
(terms not disclosed)

Kudu Investment Management, LLC (“Kudu”), a registered investment adviser

Bingham, Osborn & Scarborough, LLC (“BOS”), a wealth management firm with approximately $4.7 billion in AUM

Acquisition of minority interest of BOS; the terms include that BOS will buy back its majority stake from Boston Private Financial Holdings, Inc. and BOS will own approximately 68% and Kudu will own 32% of BOS. Boston Private will receive approximately $21 million of cash at closing and an eight year revenue share
(terms not disclosed)

LibreMax Intermediate Holdings, LP, an asset management firm with approximately $2.9 billion in AUM

KCAP Financial, Inc.’s wholly owned subsidiaries,Katonah Debt Advisors, Trimaran Advisors, L.L.C., (“Trimaran Advisors”) and Trimaran Advisors Management, L.L.C.; Trimaran Advisors has approximately $3 billion in AUM

Acquisition for $37.9 million in cash

Mariner Wealth Advisors, a wealth advisory firm with more than $23 billion in client assets under advisement

Patriot Wealth Management Inc., a financial management firm and RIA with approximately $792.84 million in AUM and approximately $1.86 billion in locally managed assets

Acquisition
(terms not disclosed)

Markel Corporation, a financial holding company

Nephila Holdings Limited, an investment manager with approximately $12.3 billion AUM

Acquisition of all outstanding shares with financing through cash balances on hand
(terms not disclosed)

Mercer Advisors Inc., an RIA with approximately $15 billion in AUM

Beacon Wealth Management, a wealth management firm with approximately $230 million in AUM

Acquisition
(terms not disclosed)

Mercer Advisors Inc., an RIA with approximately $15 billion in AUM

Bell Wealth Management, a wealth management firm with approximately $200 million in AUM

Acquisition
(terms not disclosed)

Mercer Advisors Inc., an RIA with approximately $15 billion in AUM

Sigma Investment Management Company, a wealth management firm with approximately $500 million in AUM

Acquisition
(terms not disclosed)

Natixis Investment Managers, an asset management firm with more than $1 trillion in AUM

WCM Investment Management, an investment management firm with approximately $29 billion in AUM

Acquisition of 24.9% equity interest and long-term exclusive global distribution agreement
(terms not disclosed)

Neuberger Berman, an investment manager with approximately $315 billion in AUM

Cartesian Re, an insurance-linked securities manager and Iris Re, an affiliate of Cartesian Re, with combined AUM of more than $1 billion

Acquisition in which Cartesian Re will rebrand as NB Insurance-Linked Strategies and Iris Re will rebrand as NB Reinsurance

(terms not disclosed)

PIMCO, a fixed income investment manager owned by Allianz SE

Gurtin Municipal Bond Management, an asset manager

Acquisition
(terms not disclosed)

Pretium Partners, LLC, an alternative asset management firm with more than $10 billion AUM

Selene Holdings LLC, the parent company of SelecTitle, New Diligence Advisors LLC and Selene Finance LP, which provides residential mortgage and loan services

Acquisition using funds managed by Oaktree Capital Management, L.P. and Ranieri Partners LLC.
(terms not disclosed)

Private Ocean Wealth Management, a wealth management firm with more than $1.5 billion in AUM

Mosaic Financial Partners, Inc., a registered investment adviser with approximately $620 million in AUM

Acquisition
(terms not disclosed)

Robert W. Baird & Co., an asset and wealth management firm with more than $200 billion in client assets

Hillary Lyons and Hillary Lyons Trust Company, a wealth and asset management firm with more than $50 billion in client assets

Acquisition
(terms not disclosed)

Rockefeller Capital Management L.P., financial advisory firm with approximately $18.6 billion in AUM

Greer Anderson Capital LLC, a private investment management firm

Acquisition
(terms not disclosed)

Sanctuary Wealth Partners, a wealth manager and a division of the Noyes Group

Winthrop Capital Management, a registered investment adviser with almost $1 billion AUM

Acquisition
(terms not disclosed)

Sequoia Financial Group, a wealth management firm with approximately $4.1 billion in AUM

LJPR Financial Advisors, a fee-only advisory firm with approximately $776 million in AUM

Acquisition; the terms include both equity and cash, and no private equity or debt
(terms not disclosed)

Stone Point Capital LLC, a private equity firm with approximately $19 billion in committed capital

Rialto Capital Management LLC, an asset management segment of Lennar Corporation

Acquisition through payment of $340 million in cash at closing to Lennar Corporation, the parent company. The cash to pay for the acquisition will come from Stone Point’s $5.5 billion fund, Trident VII. Lennar will retain its Rialto’s Mortgage Finance business and approximately $294 million in fund investments, along with its carried interests in various Rialto funds, as well as investments in other legacy Rialto balance sheet assets

Sun Life Financial Inc., financial services organization with approximately $984 billion AUM

GreenOak Real Estate, a real estate investment firm with approximately $11 billion AUM

Merger of the Sun Life Financial North American property management firm Bentall Kennedy with GreenOak Real Estate in which Sun Life Financial will acquire a majority stake in the combined entity named Bentall GreenOak. Sun Life will contribute its interest in Bentall Kennedy and pay GreenOak shareholders $146 million in cash in exchange for a 56% interest in the combined Bentall GreenOak entity, with GreenOak shareholders holding the remaining interest. Sun Life will have an option to acquire the remaining interest in Bentall GreenOak approximately seven years from the closing. Sun Life Financial also will be acquiring the right to a portion of the GreenOak shareholders’ share of Bentall GreenOak net income in exchange for a fixed amount to be paid in quarterly installments. This will result in Sun Life Financial having the rights to approximately 90% of the Bentall GreenOak earnings prior to the Company exercising its option to increase its ownership level. The transaction will be financed through surplus cash

The Mather Group, a wealth management firm with approximately $1.8 billion in AUM

Berman Investment Advisors, a financial planning firm with more than $1 billion in AUM

Acquisition
(terms not disclosed)

TK Partners, a consortium of institutional investors formed to acquire Savanna, founded by Turnbridge Investment Partners, an affiliate of advisory firm Hodes Weill & Associates, LP and Seward & Kissel Client, Kudu Investment Management, LLC

Savanna, a real estate investment fund manager and developer that has invested more the $4 billion since 1992

Acquisition of minority interest
(terms not disclosed)

TPG Sixth Street Partners (“TPG”), a credit platform with approximately $27 billion AUM

Dyal Capital Partner (“Dyal”), a private equity and venture capital firm with approximately $14 billion in AUM, and a division of Neuberger Berman Group

Halycon Capital Management, an investment management firm with approximately $10 billion in AUM

Acquisition by TPG of a new minority interest and a separate acquisition by Dyal increasing its existing minority interest. All equity acquired was newly issued by Halcyon

(terms not disclosed)

Triton Pacific Investment Corporation, Inc., a publicly registered non-traded business development company company; Triton Pacific Capital Partners is an affiliated private equity firm with approximately $1 billion in assets and offerings

Pathway Capital Opportunity Fund, Inc., a registered closed-end investment company

Definitive merger agreement creating TP Flexible Income Fund, Inc., (the “Fund”), which is jointly owned by Triton and Pathway through Prospect Flexible Income Management, an RIC with approximately $6.2 billion in AUM. Pathway shareholders will receive an undisclosed number of TPIC shares with a net asset value equal to the net asset value of the Pathway shares they hold, as determined shortly before closing. The Fund will be a non-traded registered fund structured as a business development company

Victory Capital Holdings, Inc., an investment management firm with approximately $63.6 billion AUM

Harvest Volatility Management, LLC, a derivative asset management firm with approximately $12 billion in AUM

Acquisition through a combination of debt, equity and cash on the balance sheet, with the potential for an earn-out over time if certain growth objectives are met.
(terms not disclosed)

Victory Capital Holdings, Inc., an investment management firm with approximately $63.6 billion AUM

USAA Asset Management Company, a family of companies providing insurance, banking and retirement products with approximately $69.2 billion in AUM

Acquisition for $850 million plus additional contingent payments based on future business performance. Victory Capital will finance the transaction through a combination of debt and cash on the balance sheet

3rd Quarter & 4th Quarter 2018 Closed-End Fund Public Offerings

American Beacon Apollo Total Return Fund

Structure:

An interval fund that will offer to make repurchases of no less than 5% and no more than 25% of its outstanding shares at NAV, on a quarterly basis.

Investment Objectives/Policies:

The Fund seeks to generate attractive risk-adjusted total returns using a multi-sector approach to fixed income value investing. The Sub-Advisor will invest the Fund’s assets using a multi-sector approach across a broad range of credit-oriented markets. The Fund is expected to allocate dynamically across the credit universe to the areas which the Sub-Advisor believes produce the most attractive risk-adjusted returns. The Sub-Advisor will utilize a flexible value investment style and will allocate the Fund’s assets across four areas: U.S. corporate credit, global corporate credit, structured credit, and real estate credit. The Sub-Advisor will seek to invest the Fund’s assets in both secured and unsecured obligations such as: loans; high yield bonds; stressed or distressed credit assets; securities related to debtor-in-possession financing, rescue financing or exit financing; securities related to a corporate reorganization or restructuring; corporate notes, bonds and other investments; RMBS; CMBS; asset-backed securities; emerging market investments; structured credit assets (including CLOs and customized commercial and consumer obligations); infrastructure and infrastructure-related investments; and any other asset or instrument having a similar target return profile. The Sub-Advisor may invest in any level of the capital structure, including senior, mezzanine and subordinated debt.

Manager:

American Beacon Advisors, Inc.; Sub-Advisor: Apollo Credit Management, LLC

Distributor:

Resolute Investment Distributors, Inc.

American Beacon Sound Point Enhanced Income Fund

Structure:

Interval fund that will offer to make repurchases of no less than 5% and no more than 25% of its outstanding shares at NAV, on a quarterly basis.

Investment Objectives/Policies:

The Fund seeks to provide high current income and, secondarily, capital appreciation. The Fund seeks to achieve its investment objectives by investing primarily in a variety of credit-related instruments, including corporate obligations and securitized and structured issues of varying maturities. Corporate obligations may include fixed and floating-rate securities and bank loans, among others, issued by U.S. or foreign (non-U.S.) entities. The mix of assets in which the Fund may invest will be flexible and responsive to market conditions; however, the Manager and Sub-Advisor expect, under normal circumstances, bank loans to constitute at least 40% of the Fund’s managed assets. Bank loans may include first-lien and second-lien loans, among other loan types. Securitized issues primarily include CLOs, and structured notes generally include CLNs. The Fund also expects to have exposure to equity-related securities, which typically include the equity tranches of securitized issues. Instruments may be issued by public or private entities and may be restricted as to the type of entity or investor that may transact in them. The Fund may invest without limit in securities rated below investment grade and in unrated securities. The Fund may invest in the obligations of companies undergoing an actual or anticipated corporate event, transaction or other catalyst, which is sometimes referred to as “event-driven” investing.

Manager:

American Beacon Advisors, Inc.

Distributor:

Resolute Investment Distributors, Inc.

 

Broadstone Real Estate Access Fund

Structure:

An interval fund that will provide limited liquidity by offering to make quarterly repurchases of each class of shares at that class of shares’ NAV.

Investment Objectives/Policies:

The Fund’s investment objective is to seek to generate a return comprised of both current income and long-term capital appreciation with low-to-moderate volatility and low correlation to the broader markets. Under normal circumstances, the Fund intends to invest at least 80% of the Fund’s net assets in a portfolio of institutional quality real estate and real estate-related investments, which will be comprised of the following primary asset classes: (i) Direct Real Estate Investments, (ii) Private CRE Investment Funds, (iii) Publicly Traded CRE Securities, and (iv) CRE Debt Investments.

Manager:

Broadstone Asset Management, LLC

Distributor:

ALPS Distributors, Inc.

Flat Rock Opportunity Fund

Structure:

An interval fund that will offer to make repurchases of no less than 5% and no more than 25% of its outstanding shares at NAV, on a quarterly basis.

Investment Objectives/Policies:

The Fund’s investment objective is to generate current income and, as a secondary objective, long-term capital appreciation. The Fund expects to invest primarily in the equity and, to a lesser extent, in the junior debt tranches of CLOs that own a pool of senior secured loans made to companies whose debt is rated below investment grade or, in limited circumstances, unrated (“Senior Secured Loans”). We may, to a lesser extent, invest in (i) debt and equity securities issued by business development companies, (ii) Senior Secured Loans directly, (iii) fixed income securities and (iv) investment funds that provide exposure to Senior Secured Loans and fixed income securities. The CLOs in which we intend to invest will generally be comprised of Senior Secured Loans that meet specified credit and diversity criteria and are subject to concentration limitations in order to create an investment portfolio that is diversified by borrowers and industries.

Manager:

Flat Rock Global, LLC

Distributor:

ALPS Distributors, Inc.

NexPoint Healthcare Opportunities Fund

Structure:

Interval fund that will offer to make repurchases of no less than 5% of its outstanding shares at NAV,
on a quarterly basis.

Investment Objectives/Policies:

The Fund’s investment objective is to seek total return consisting of current income and longer-term capital appreciation. The Fund pursues its investment objective by investing, under normal circumstances, at least 80% of its total assets in the securities of Healthcare Companies. A company will be deemed to be a Healthcare Company if, at the time the Fund makes an investment in a company, 50% or more of such company’s sales, earnings or assets arise from or are dedicated to healthcare products or services or medical technology activities. Healthcare Companies are considered by the Adviser to include companies in one or more of the following sub-sectors: pharmaceuticals, biotechnology, managed care, life science and tools, healthcare technology, healthcare services, healthcare supplies, healthcare facilities, healthcare equipment, healthcare distributors, health and wellness, cosmetics and skin care and Healthcare REITs. Additionally, we consider the term Healthcare Company to include companies that are materially impacted by the healthcare industry, such as a contractor that primarily derives its revenue or profit from the construction of hospitals. The Fund may invest in equity and debt securities.

Manager:

NexPoint Advisors, L.P.

Distributor:

Highland Capital Funds Distributor, Inc.

OFI Carlyle Private Credit Fund

Structure:

An interval fund that will offer to make repurchases of no less than 5% and no more than 25% of its outstanding shares at NAV, on a quarterly basis.

Investment Objectives/Policies:

The Fund’s investment objective is to produce current income. The Fund seeks to achieve its investment objective by opportunistically allocating its assets across a wide range of credit strategies. Under normal circumstances, the Fund will invest at least 80% of its assets in private fixed-income securities and credit instruments. The Fund will opportunistically allocate its assets across any number of the following credit strategies: (a) liquid credit (including publicly traded debt instruments and Treasury securities); (b) direct lending (including first lien loans, second lien loans, unitranche loans and mezzanine debt); (c) opportunistic credit (including private credit solutions, special situations and market dislocations); and (d) loans and structured credit (syndicated loans and CLOs). To a lesser extent, the Fund also may invest in distressed credit (distressed-for-control debt and equity investments).

Manager:

OC Private Capital

Distributor:

OppenheimerFunds Distributor, Inc.

Pioneer ILS Bridge Fund

Structure:

An interval fund that will offer to make repurchases of no less than 5% and no more than 25% of its outstanding shares at NAV, on a quarterly basis.

Investment Objectives/Policies:

The fund’s investment objective is total return. The fund invests primarily in insurance-linked securities (“ILS”). ILS include event-linked bonds (also known as insurance-linked bonds or catastrophe bonds), quota share instruments (also known as “reinsurance sidecars”), collateralized reinsurance investments, industry loss warranties, event-linked swaps, securities of companies in the insurance or reinsurance industries, and other insurance- and reinsurance-related securities. Because ILS are typically rated below investment grade or unrated, a substantial portion of the fund’s assets ordinarily will consist of below investment grade (high yield) debt securities. Investment in securities of below investment grade quality involves substantial risk of loss. Securities in which the fund may invest may also be subordinated or “junior” to more senior securities of the issuer.

Manager:

Amundi Pioneer Asset Management, Inc.

Distributor:

Amundi Pioneer Distributor, Inc.

RiverNorth Opportunistic Municipal Income Fund, Inc.

Structure:

A limited term fund, terminating on or before October 25, 2030 unless otherwise determined by the Funds’ Board of Directors.

Investment Objectives/Policies:

The Fund’s primary investment objective is current income exempt from regular U.S. federal income taxes. The Fund’s secondary investment objective is total return. Under normal market conditions, the Fund will seek to achieve its investment objectives by investing, directly or indirectly, at least 80% of its Managed Assets in municipal bonds, the interest on which is, in the opinion of bond counsel to the issuers, generally excludable from gross income for regular U.S. federal income tax purposes, except that the interest may be includable in taxable income for purposes of the Federal alternative minimum tax (“Municipal Bonds”0. In order to qualify to pay exempt-interest dividends, which are items of interest excludable from gross income for federal income tax purposes, the Fund will seek to invest at least 50% of its Managed Assets directly in such Municipal Bonds.

Manager:

RiverNorth Capital Management, LLC

Distributor:

First Dominion Capital Corp.

 

Variant Alternative Income Fund

Structure:

Interval fund with quarterly repurchase offers of no less than 5% of the Fund’s Shares outstanding at NAV.

Investment Objectives/Policies:

The Fund’s primary objective is to provide a high level of current income. Capital appreciation will be considered a secondary objective. Under normal market conditions, the Fund will seek to achieve its investment objective by investing, directly or indirectly through a wide range of investment vehicles, a majority of its net assets in alternative income-generating investments. Such investments are typically domestic and foreign privately-held investments that are outside of traditional public equity and bond markets. These positions typically generate an interest payment, pay dividends, or have other forms of distributions that generally accrue value over time. These assets may include, but are not limited to, real estate equity and debt securities, life settlements, receivables, specialty finance, litigation finance-related investments, royalties, transportation finance, collateralized loan obligation warehouse facility investments, as well as purchases of interests in private credit funds in the secondary market. The Fund may also invest in public securities, including public debt, master limited partnerships, business development companies, and preferred stock. The Fund will allocate its investments across multiple strategies in both developed and emerging markets with varying levels of liquidity and credit quality, including distressed and defaulted investments. The Fund may use derivative investments and may have exposure to long and short positions across its asset classes to obtain the desired risk exposure consistent with its investment strategies.

Manager:

Variant Investments, LLC

Distributor:

Foreside Fund Services, LLC