Merger Arbitrage Mondays – Billtrust To Be Taken Private By EQT Private Equity

Merger activity increased last week with three new deals announced and four deals completed.

BTRS Holdings Inc. (BTRS)

Headquartered in Lawrenceville, New Jersey and incorporated in 2001, Billtrust, officially known as BTRS Holdings provides cloud based services and integrated payment processing solutions to B2B companies. These cloud services are used by enterprises to process payments from customers.

Solutions offered by the company include credit decisioning and monitoring, online ordering, invoicing, cash application, and collections. The company’s products include Credit Application, Credit Management, order/E-commerce module and invoicing module. Other products offered by the company comprise of integrated B2B payments, cash application module, collections module, and business payments network (BPN), which allows enterprises to present invoices to portals used by their customers and automatically capture their payments.

Revenue from Billtrust’s BPN platform increased 71% year-over-year in Q2 2022. In the earnings report the company stated, “Expanding BPN’s reach is a key strategic priority, as evidenced by our recently announced deals with Coupa (referral partner and BPN provider) and Procede Software (partner for invoicing, digital payments, and BPN).”

We added BTRS as a potential deal in the works on on July 27, 2022, when Reuters reported that the company was exploring options that included a potential sale. BTRS’s price after the news of the potential deal came out was $5.68.

On September 28, 2022, BTRS Holdings entered into a definitive agreement to be acquired by EQT, a global investment organization with EUR 77 billion in assets under management as of 30 June 2022, across 36 active funds. Under the terms of the transaction, shareholders of BTRS Holdings will receive $9.50 per share in cash, representing more than a 64% premium above the closing share price of $5.77 on September 27, 2022. The deal is expected to be completed in the first quarter of 2023.

You can find all the active deals listed below in our Merger Arbitrage Tool (MAT) which automatically updates itself during market hours.

Merger Arbitrage

Deal Statistics:

New Deals:

1. The merger of Lakeland Bancorp (LBAI) and Provident Financial Services (PFS) for $1.3 billion in an all stock deal. Under the terms of the merger agreement, Lakeland shareholders will receive 0.8319 shares of Provident common stock for each share of Lakeland common stock they own.
2. The acquisition of BTRS Holdings (BTRS) by EQT for $1.4 billion or $9.50 per share in cash. We added BTRS as a potential deal to the Deals in the Works section on July 27, 2022, and the price after the news of the potential deal came out was $5.68.
3. The acquisition of O2Micro International Limited (OIIM) for $73.94 million in a ‘going-private’ transaction. Upon completion of the merger, shareholders of O2Micro International Limited will receive US$5.00 in cash per ADS without interest. We added OIIM as a potential deal to the Deals in the Works section on March 18, 2022, and the price after the news of the potential deal came out was $4.34.

Deal Updates:

1. On September 26, 2022, Brookline Bancorp (BRKL) and PCSB Financial Corporation (PCSB) announced that October 21, 2022, will be the deadline for stockholders of PCSB to elect the form of consideration that they wish to receive in PCSB’s pending merger with Brookline.
2. On September 27, 2022, Biohaven Pharmaceutical Holding Company (BHVN) announced that the closing date of the previously announced acquisition of Biohaven by Pfizer (PFE) is expected to be on October 3, 2022.
3. On September 27, 2022, Nikola (NKLA) extended the deadline for Romeo Power (RMO) stockholders to tender their shares to October 12, 2022, unless extended further.
4. On September 28, 2022, Manning & Napier (MN) extended the outside date under the merger agreement with Callodine Group to December 1, 2022. The parties currently expect to close the transaction in October 2022.
5. On September 29, 2022, Turquoise Hill (TRQ) announced receipt of Interim Order for proposed arrangement with Rio Tinto (RIO).
6. Stealth BioTherapeutics (MITO) announced that Robert Weiskopf, the company’s Chief Financial Officer will be stepping down from his position on September 30, 2022.
7. On September 30, 2022, The Wall Street Journal reported that Frances F. Townsend, the Chief Compliance Officer of Activision Blizzard (ATVI) will be stepping down from her position.

Approvals

1. Alleghany Corporation (Y) – approval from The European Commission under the EU Merger Regulation (The European Commission)
2. Randolph (RNDB) – All regulatory approvals relating to the acquisition by Hometown Financial Group have been received.
3. Sierra Wireless (SWIR) – received shareholders approval (Press Release)
4. Forma Therapeutics Holdings (FMTX) – Waiting period under the HSR Act expired (Press Release)
5. Duke Realty (DRE) – received shareholders approval (Press Release)
6. VAALCO’s (EGY) stockholders approved the proposed combination with TransGlobe Energy Corporation (TGA).
7. Biohaven Pharmaceutical Holding Company (BHVN) – received shareholders approval (Press Release)
8. DuPont de Nemours (DD) and Rogers Corporation (ROG) announced that they have received all regulatory approvals required to consummate the merger except for approval, which remains pending, of the State Administration for Market Regulation of China. At the request of SAMR, DuPont recently withdrew and refiled with SAMR the notice of the parties’ planned merger.
9. Global Blood Therapeutics (GBT) – received shareholder approval (Press Release)
10. Hanger (HNGR) – received shareholder approval (Press Release)

Hurdles

1. Tenneco’s (TEN) planned sale to Apollo Global (APO) was filed with the European antitrust regulator. The European Commission was notified of the deal on Friday and a provisional deadline for the regulator’s review has been set for October 28, 2022.
2. September 27, 2022: According to The Wall Street Journal, lawyers for Elon Musk and Twitter (TWTR) debated several pending requests for information in their continuing legal fight, with less than three weeks to go before a scheduled trial over Mr. Musk’s $44 billion takeover.
3. According to Reuters, the U.S. Justice Department urged a judge to force American Airlines (AAL) and JetBlue Airways (JBLU) to scrap their U.S. Northeast partnership because it would mean higher prices for consumers.
4. On September 28, 2022, Lakeland Bank the wholly owned subsidiary of Lakeland Bancorp (LBAI) announced it has entered into a settlement with the U.S. Department of Justice (DOJ) to resolve allegations that it had violated fair lending laws in the Newark, New Jersey Metro Division.
5. September 29, 2022: According to Reuters, The Federal Communications Commission asked for further information pertaining to Tegna’s (TGNA) planned sale to Standard General.
6. September 29, 2022: According to The Wall Street Journal, Twitter (TWTR) Jack Dorsey tried to facilitate Elon Musk’s relationship with Twitter’s CEO a day after the social-media platform accepted the billionaire’s $44 billion takeover bid, according to text messages that were made public on Thursday.
7. September 29, 2022: According to The Wall Street Journal, John Kirby, Spirit’s (SAVE) vice president of network planning, testified in federal court in Boston that the alliance between American Airlines Group  (AAL) and JetBlue Airways (JBLU) in the Northeast could eventually expand, and could inspire other large airlines to try to strike their own partnership deals, limiting competition in an already consolidated industry.
8. On September 30, 2022, Microsoft (MSFT) filed its planned $69 billion purchase of Activision (ATVI) with the European antitrust authority. The authority set a provisional deadline of November 8, 2022, to make a decision on the transaction.
9. On September 30, 2022, The State Administration for Market Supervision (SAMR) disclosed that Atlas Air Worldwide (AAWW) and Apollo Global Management (APO) filed with SAMR under the simplified procedure. Third parties have until October 9, 2022, to object to the case being treated as simple.
10. On September 30, 2022, an NYSE notice indicated that shareholders of Spirit Airlines (SAVE) of record on September 12 would be the only holders able to get a $2.50/share special dividend as part of the original agreement with JetBlue Airways Corporation (JBLU) from late July.

Shareholders Meeting Schedule

1. Pzena Investment Management (PZN) – October 27, 2022
2. U.S. Well Services (USWS) – October 31, 2022
3. TransGlobe Energy Corporation (TGA) – postponed to October 5, 2022
4. Steel Connect (STCN) – to be reconvened on October 14, 2022
5. Signify Health (SGFY) – October 31, 2022
6. Hill International (HIL) – November 2, 2022

Closed Deals:

1. The acquisition of GCP Applied Technologies (GCP) by Saint-Gobain on September 27, 2022. It took 295 days for this deal to be completed.
2. The acquisition of BBQ Holdings (BBQ) by MTY Food Group on September 27, 2022. It took 49 days for this deal to be completed.
3. The acquisition of Citrix Systems (CTXS) by Vista Equity Partners and Elliott Investment Management on September 30, 2022. It took 242 days for this deal to be completed.
4. Allegiance Bancshares and CBTX completed their merger of equals on September 30, 2022. It took 324 days for this deal to be completed.

Weekly Spread Changes:

The table below shows weekly spread changes between September 23, 2022, and October 1, 2022.

Please do your own due diligence on deals with large spreads. Some of these large spreads might be related to regulatory issues or because of the way the deal is structured. We classify some of these deals as “special situation” deals in our merger arbitrage tool and provide additional details to help with the analysis. There may be unique situations related to special dividends, spinoffs, proration, etc. that need to be accounted for when looking at these spreads.

Deals In The Works

Three new potential deals were added to the ‘Deals In The Works‘ section last week.

1. On September 26, 2022, Nautilus (NLS) announced that its Board of Directors, has launched a comprehensive review of strategic alternatives, which may include a potential sale of the company.
2. On September 30, 2022, Kennedy Lewis Management delivered a Non-Binding Proposal to the Board of Directors of F45 Training Holdings (FXLV)  to acquire all of the outstanding shares of common stock of F45 Training not already beneficially owned by Kennedy Lewis or other stockholders participating in the proposed transaction, at a price per share equal to $4.00 in cash.
3. On September 30, 2022, Bloomberg reported that activist investor Irenic Capital Management has built a position in Barnes Group (B) and is pushing for the manufacturer to make board changes and explore a strategic review, including a sale of all or part of the company.

Updates

1. On September 26, 2022, Nautilus (NLS) announced that its board of directors has launched a comprehensive review of strategic alternatives.
2. On September 26, 2022, Purple Innovation (PRPL) announced the creation of a special committee to evaluate the takeover proposal from Coliseum Capital Management.
3. On October 2, 2022, Myovant Sciences (MYOV) rejected a $2.5 billion takeover offer from Sumitovant Biopharma and its parent group Sumitomo Pharmaas the bid “significantly undervalues” the U.S. drugmaker.

SPAC Arbitrage

There were two new SPAC IPOs filed and seven new SPAC combinations announced last week. You can find new SPAC IPO announcements in our SPACs tool here.

SPAC IPO

1. On September 29, 2022, Qomolangma Acquisition Corp. (QOMO) priced its initial public offering of 5,000,000 units at $10.00 per unit.
2. On September 29, 2022, dMY Squared Technology Group (DMYY) announced the pricing of its initial public offering of 6,000,000 units, at a price of $10.00 per unit.

New Business Combinations

1. On September 26, 2022, Hammerhead Resources and Decarbonization Plus Acquisition Corporation IV (DCRD) entered into a definitive agreement for a business combination.
2. On September 26, 2022, NioCorp Developments and GX Acquisition Corp. II (GXII) announced the signing of a definitive agreement for a proposed business combination between the two companies.
3. On September 26, 2022, KINS Technology Group (KINZ) announced the execution of an agreement and plan of merger pursuant to which it will acquire  CXApp Holdings Corp. from Inpixon (INPX).
4. On September 26, 2022,  Indiev, an electronic vehicle company, and Malacca Straits Acquisition Company Limited (MLAC) entered into a definitive merger agreement for a business combination.
5. On September 29, 2022, Consumer Direct Holdings, a self-directed provider of in-home personal care that supports aging adults and individuals with disabilities and DTRT Health Acquisition Corp. (DTRT) announced a definitive agreement for a business combination that will result in CDH becoming a public company.
6. On September 29, 2022, YishengBio Co., a global biopharmaceutical company dedicated to discovering, developing, manufacturing and commercializing new generations of vaccines and therapeutic biologics for infectious diseases and cancer, and Summit Healthcare Acquisition Corp. (SMIH) entered into a definitive agreement for a business combination.
7. On September 30, 2022, Asia Innovations Group Limited entered into a definitive merger agreement with Magnum Opus Acquisition Limited (OPA).

Updates

1. On September 23, 2022, TPG Pace Beneficial Finance (TPGY) announced that it will redeem all of its outstanding Class A ordinary shares effective as of October 11, 2022.
2. On September 29, 2022, Liberty Media Acquisition Corporation (LMACA) filed a preliminary proxy statement relating to a special meeting of stockholders to approve an amendment to LMAC’s certificate of incorporation which would, if implemented, allow LMAC to unwind and redeem all of its outstanding public shares prior to December 30, 2022, in advance of the contractual termination date of January 26, 2023.

Terminated

1. On September 23, 2022, Allwyn AG and Cohn Robbins Holdings (CRHC) mutually agreed not to proceed with their previously proposed business combination.
2. On September 26, 2022, Deep Medicine Acquisition Corp. (DMAQ) terminated the Business Combination Agreement with Chijet Motor Company.

Completed

1. On September 27, 2022, Harley-Davidson (HOG) and AEA-Bridges Impact (IMPX) announced the completion of their previously announced business combination under which LiveWire EV (LVWR), Harley-Davidson’s electric motorcycle division, combined with ABIC, to create a new public company.
2. On September 28, 2022, TH International Limited (THCH), the exclusive operator of Tim Hortons coffee shops in China has completed its business combination with Silver Crest Acquisition Corporation (SLCR).
3. On September 29, 2022, SHF Holdings (SHFS), formerly known as Northern Lights Acquisition Corp. (NLIT), completed its previously announced acquisition of SHF, LLC.

List of all pending deals:

The list of all pending deals is only available to InsideArbitrage Premium and Plus members.

Disclaimer: I have long positions in Atlas Air Worldwide (AAWW), Biohaven Pharmaceutical (BHVN), Twitter (TWTR), First Horizon (FHN), Tower Semiconductor (TSEM), TEGNA (TGNA), and Bluerock Residential Growth REIT (BRG). Please do your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.