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Notable Transactions: Q2 & Q3 2019

10.14.19

(Article from Registered Funds Alert, October 2019)

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

A list of notable transactions that occurred in the second and third quarters of 2019, 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

Affiliated Managers Group, Inc., an asset management company with approximately $778 billion in AUM

Garda Capital Partners, LP (“Garda”), an investment manager with approximately $4 billion in AUM

Acquisition of equity interest under which the senior partners of Garda will continue to hold a majority of the equity of Garda and direct day-to-day operations
(further terms not disclosed)

Assured Guaranty US Holdings, Inc., a subsidiary of Assured Guaranty Ltd. (“Assured Guaranty”), a financial guaranty insurance company

BlueMountain Capital Management, LLC (“BlueMountain”), an asset management firm with approximately $19.3 billion in AUM

Acquisition for approximately $160 million, with at least $114.8 million payable in cash and the rest payable ether in cash, common shares, one-year promissory note or a combination of the foregoing, at Assured Guaranty’s election. Also, Assured Guaranty will contribute $60 million in working capital to BlueMountain at closing, another $30 million within a year of closing, and plans to allocate $500 million of its financial guaranty subsidiaries’ portfolios to BlueMountain funds, CLOs and separately managed accounts over a three-year period.

Blackstone Alternative Asset Management L.P., Blackstone’s hedge fund solutions group, with approximately $81 billion in AUM

BC Partners LLP, an international investment firm with over €22 billion in AUM

Acquisition of minority interest

(terms not disclosed)

Blackstone Alternative Asset Management L.P.

Marlin Equity Partners, LLC, a private equity investment firm with approximately $6.7 billion of AUM

Acquisition of minority interest

(terms not disclosed)

CenterSquare Investment Management, global investment manager with approximately $10 billion in AUM

RGC Longview, a real estate investment manager managing approximately $1.8 billion of private real estate debt and equity investments

Acquisition

(terms not disclosed)

Charles Schwab Corporation, a financial services company with approximately $3.7 trillion in client assets

United Services Automobile Association (“USSA”) Investment Management Company, a financial services company

Acquisition for $1.8 billion in cash

(further terms not disclosed)

Colony Capital, Inc., (“Colony”) an investment management firm with approximately $40 billion in AUM

Digital Bridge Holdings LLC, (“Digital”) an operator of companies with nearly $20 billion in assets under management

Acquisition for $325 million that is comprised of 2/3 cash and 1/3 units of limited partnership interest in Colony’s Operating Partnership, with the equity subject to a lock-up burning off ratably on the 1st, 2nd and 3rd anniversaries of the deal. Payment of approximately 10% of the consideration is deferred until after the expiration of certain seller indemnification obligations following completion of the Digital 2019 audited financial statements.

Dyal, a division of the investment management firm, Neuberger Berman that has approximately $15.4 billion in AUM

HGGC, a private equity with approximately $4.3 billion in cumulative capital commitments

Acquisition of passive minority stake

(terms not disclosed)

Federated Investors Inc. (“Federated”), an investment manager with approximately $494.9 billion in AUM

PNC Capital Advisors LLC (“PCA”), an indirect subsidiary of PNC Financial Services Group, Inc. (“PNC”), with approximately $54.6 billion in AUM

Acquisition under which approximately $9 billion in assets from three PNC government and treasury money market funds will be transitioned through mutual fund reorganizations. Approximately $2.7 billion in equity mutual fund assets and $700 million in fixed-income mutual fund assets will be reorganized from 15 PNC funds into ten existing and three new Federated funds. After the deal closes, PCA will manage approximately $21 billion of custom liquidity and fixed-income solutions and PNC’s Institutional Advisory Business will continue to manage $26 billion in outsourced chief investment officer services. Federated Investors will pay PNC a total purchase price of $52 million.

First Busey Corporation, a financial holding company with approximately $9.54 billion in assets

Investors’ Security Trust Company, a wealth management company

Acquisition

(terms not disclosed)

FWM Holdings, parent company of Forbes Family Trust, a RIA with more than $5 billion in AUM

Optima Fund Management, a private investment firm with approximately $2 billion in AUM

Acquisition

(terms not disclosed)

Goldman Sachs Group, Inc., an investment banking, investment management and securities firm with approximately $500 billion assets under supervision

United Capital financial Partners, Inc., a RIA with approximately $25 billion of AUM

Acquisition for $750 million in cash

(further terms not disclosed)

iM Global Partner, an investment and development platform with approximately $8.6 billion in AUM

Scharf Investments, LLC, an equity value firm that has approximately $3.4 billion in AUM

Acquisition of 40% interest

(terms not disclosed)

Investcorp, an alternative investments manager with approximately $22.5 billion in AUM

Mercuary Capital Advisors Group, L.P., an investment advisory and institutional capital raising firm that has raised more than $170 billion

Acquisition

(terms not disclosed)

Kudu Investment Management, LLC, an investment advisor with approximately $19 billion in AUM

EJF Capital LLC, an asset management firm with approximately $7.6 billion in AUM and approximately $3 billion in structured products

Acquisition of minority interest

(terms not disclosed)

Kudu Investment Management, LLC, an investment advisor with approximately $19 billion in AUM

First Long Island Investors, a wealth management company that oversees approximately $1.6 billion in assets

Acquisition of minority interest

LPL Financial Holdings Inc. (“LPL”), a broker-dealer in the retail financial advice market

Allen & Company (“Allen”), a broker-dealer and RIA with approximately $3 billion in client assets

Acquisition under which the purchase agreement provides for an initial purchase price and a potential contingent payment based on the portion of Allen’s client assets that are onboarded to LPL’s platform above a specified threshold; estimated transaction multiple of ~7x post-synergy EBITDA

(further terms not disclosed)

Macquarie Investment Management (“Macquarie”), a global asset manager with more than $374.8 billion in AUM and Cetera Financial Group (“Cetera”), a financial advisory network

Foresters Financial, a financial services organization

Acquisition by Macquarie of assets related to the U.S. asset management business

(terms not disclosed)

Acquisition by Cetera of the U.S. broker dealer and advisory business

Mariner Wealth Advisors, a wealth advisory firm with approximately $22 billion in AUM.

Singer Xenos Schechter Sosler Wealth Management, a wealth management firm with more than $1.3 billion in AUM

Acquisition

(terms not disclosed)

Portman Ridge Finance Corporation (“PTMN”), a publicly traded BDC managed by Sierra Crest Investment Management, an affiliate of BC Partners Advisors L.P. and LibreMax Capital LLC

OHA Investment Corporation (“OHAI”), a publicly traded BDC managed by Oak Hill Advisors, L.P.

In connection with the transaction, OHAI stockholders will receive a combination of (i) a minimum of $8 million in cash from PTMN (as may be adjusted as described below); (ii) PTMN shares valued at 100% of PTMN’s net asset value per share at the time of closing of the transaction in an aggregate number equal to OHAI’s net asset value at closing minus the $8 million PTMN cash merger consideration (as may be adjusted as described below); and (iii) an additional cash payment from Sierra Crest, the external adviser to PTMN, of $3 million in the aggregate. If the aggregate number of shares of PTMN stock to be issued in connection with the merger would exceed 19.9% of the issued and outstanding shares of PTMN common stock immediately prior to the transaction closing, then the cash consideration payable by PTMN will be increased to the minimum extent necessary such that the aggregate number of shares of PTMN common stock to be issued in connection with the merger does not exceed such threshold.

Principal Financial Group, an investment management and insurance company

Wells Fargo & Company Institutional Retirement & Trust, a financial services company with approximately $827 billion in assets

Acquisition with a purchase price of $1.2 billion and an earnout of up to $150 million tied to better than expected revenue retention, payable two years post-closing.

RegentAtlantic Capital, LLC, a wealth based management firm with nearly $3.8 billion in AUM

Hillview Capital Advisors, LLC, a wealth management firm with approximately $890 million in AUM

Acquisition

(terms not disclosed)

Resolute Investment Managers, Inc. (“Resolute”), an asset management platform with approximately $70 billion in AUM

Green Harvest Asset Management (“Green Harvest”), an asset management with approximately $40.5 million in AUM and $116 million in assets under advisement

Acquisition of minority interest under which Resolute will provide additional distribution resources and operational support to Green Harvest, which will continue to operate independently

Reverence Capital Partners, a private investment firm

Advisor Group, an independent wealth management platform with approximately $268 billion in client assets

Acquisition of 75%

(terms not disclosed)

Silvercrest Asset Management Group Inc., a RIA with approximately $19 billion in AUM

Cortina Asset Management, LLC, an asset management firm with approximately $1.7 billion in AUM

Acquisition

(terms not disclosed)

Wafra Inc.,an investment firm with more than $23 billion in AUM and Landmark Partners, LLC, a private equity and real estate company with approximately $27 billion in committed capital

Siris Capital Group, LLC, a private equity firm

Acquisition of passive, non-voting minority positions

(terms not disclosed)


2nd Quarter and 3rd Quarter 2019 Closed-End Fund Public Offering

Angel Oak Financial Strategies Income Term Trust

Structure:

Non-diversified, limited term, closed-end management company

Investment Objectives/Policies:

The Fund seeks current income with a secondary objective of total return. The Fund invests primarily in debt issued by financial institutions, including subordinated debt, unrated debt, senior debt and high yield securities, focusing on those in the U.S. community bank sector. The Fund may also invest in common equity, preferred equity, convertible securities, warrants, and trust-preferred securities of those institutions. The Fund will, under normal circumstances, invest at least a majority of its net assets plus the amount of any borrowings for investment purposes in debt securities issued by U.S. community banks. To a lesser extent, but up to 50% of the Fund’s net assets plus the amount of any borrowings for investment purposes, under normal circumstances, the Fund may also invest in similar securities of other U.S. and foreign financial services companies that are not U.S. community banks and may be of any size. The Fund will, under normal circumstances, invest at least 80% of the value of its net assets plus the amount of any borrowings for investment purposes in the securities of financial institutions. The Fund will, under normal circumstances, invest no more than 30% of its net assets plus the amount of any borrowings for investment purposes in securities issued by non-U.S. issuers.

Manager:

Angel Oak Capital Advisors, LLC

Distributor:

U.S. Bancorp Fund Services, LLC, d/b/a U.S. Bank Global Fund Services