Merger Arbitrage Mondays – Global Infrastructure Solutions Acquires Hill International

Merger activity decreased significantly last week with one new deal announced and six deals completed.

Hill International (HIL)

Founded in 1976 and headquartered in Philadelphia, Pennsylvania, Hill International is a construction consulting firm, that provides project and construction management. Consulting services provided by the company include cost engineering and estimating, quality assurance, inspection, scheduling, risk management, and claims avoidance services to clients with major construction projects across the world. Hill International went public in 2004 through a business combination with Arpeggio Acquisition Corporation, a ‘blank-check company’ or SPAC.

We added Hill International as a potential deal in the work on July 19, 2022, when Godspeed Capital Management, a lower middle-market private equity firm, sent a letter to the Board of Directors of Hill International, proposing to acquire the company for $1.85 per share in cash.

Almost a month later, on August 16, 2022, Hill International and Global Infrastructure Solutions entered into a definitive agreement to merge in a transaction of approximately $173 million, or $2.85 per share, plus assumed debt, representing a premium of 62.8% to Hill’s closing share price on August 16, 2022.. According to the press release, the deal does not include a financing contingency, and is expected to close in the fourth quarter of 2022, pending regulatory review.

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

Deals In The Works

There were four new potential deals added to the Deals in the Works section last week.

1. On August 17, 2022, Brooge Energy (BROG) announced that its majority shareholder, BPGIC Holdings, has expressed an interest to acquire all the shares of the company that it does not currently own and to take the company private.
2. On August 17, 2022, Phillips 66 (PSX) announced it has submitted a non-binding proposal to the board of directors of the general partner of DCP Midstream (DCP) offering to acquire all publicly held common units of DCP Midstream for cash.
3. On August 17, 2022, Bloomberg reported that Denbury (DEN) has been exploring options including a sale.
4. On August 17, 2022, Laird Superfood (LSF) confirmed that it has received an unsolicited offer from EF Hutton SPV I LLC to acquire all of the company’s outstanding common stock for $3.00 per share in cash.

SPAC Arbitrage

Two new SPAC combinations were announced last week, two completed and six terminated. You can find new SPAC IPO announcements in our SPACs tool here.

New Business Combinations

1. On August 12, 2022, CENAQ Energy (CENQ) and Bluescape Clean Fuels Intermediate Holdings a supplier of gasoline derived from renewable feedstocks, announced the signing of a definitive business combination agreement.
2. On August 18, 2022, Covalto, a digital banking and services platform for SMEs in Mexico and LIV Capital Acquisition Corp. II (LIVB) entered into a business combination agreement that will result in Covalto becoming a U.S.-listed company.

Completed

1. On August 16, 2022, Rubicon Technologies (RBCN) announced that it will begin trading on the New York Stock Exchange on August 16, 2022, following the completion of Rubicon’s business combination with Founder SPAC.
2. On August 19, 2022, Akili, a digital medicine company, completed its previously announced business combination with Social Capital Suvretta Holdings Corp. I (DNAA). The newly formed company, Akili, Inc., is expected to start trading on The Nasdaq Capital Market under the new ticker symbol “AKLI” on August 22, 2022.

Terminated

1. On August 10, 2022, Crown PropTech Acquisitions (CPTK) received a notice of election from Brivo, notifying Crown that Brivo has elected to terminate Business Combination Agreement.
2. 10X Capital Venture Acquisition Corp. II (VCXA) and PrimeBlock entered into a Mutual Termination of Merger Agreement on August 12, 2022.
3. Edoc Acquisition (ADOC) announced the termination of its previously announced agreement and plan of merger with Calidi Biotherapeutics on August 12, 2022.
4. On August 12, 2022, Breeze Holdings Acquisition (BREZ) and D-Orbit S.p.A. mutually agreed to terminate their previously announced merger agreement, effective immediately.
5. Broadscale Acquisition (SCLE) announced this afternoon that it has mutually terminated its combination with software engineering platform Voltus on August 12, 2022.
6. Bright Lights Acquisition Corp. (BLTS) and MANSCAPED, mutually terminated their previously announced Business Combination Agreement, effective immediately on August 19, 2022.

Merger Arbitrage

Weekly Spread Changes:

The table below shows weekly spread changes between August 12, 2022 and August 19, 2022.

Deal Statistics:

New Deals:

1. The acquisition of Hill International (HIL) by Global Infrastructure Solutions for $173 million or $2.85 per share in cash. We added HIL as a potential deal to the Deals in the Works section on July 19, 2022 and the price after the news of the potential deal came out was $1.70.

Deal Updates:

1. On August 15, 2022, MKS Instruments (MKSI) and Atotech Limited (ATC) announced that the Royal Court of Jersey sanctioned the scheme of arrangement to implement MKS’ pending acquisition of Atotech.
2. On August 15, 2022, Unity (U) announced that its Board of Directors has completed a thorough financial and strategic evaluation of the unsolicited proposal from AppLovin (APP), and has unanimously determined that it is not in the best interests of Unity shareholders and would not reasonably be expected to result in a “Superior Proposal” as defined in Unity’s merger agreement with ironSource (IS).
3. On August 15, 2022, Bristol Myers Squibb (BMY) and Turning Point Therapeutics (TPTX) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the receipt of merger control clearance from the Federal Cartel Office of Germany. The parties expect the transaction to close on August 17, 2022.
4. On August 18, 2022, The European Union set a provisional deadline of September 21, 2022 to rule on Hellman & Friedman and Permira’s planned purchase of Zendesk (ZEN).
5. On August 18, 2022, Stealth BioTherapeutics (MITO) received a letter notifying it that the Nasdaq Hearings Panel had granted the company’s request for an exception to the Nasdaq continued listing standards, subject to the company completing a going-private transaction on or before November 30, 2022 and simultaneously voluntarily delisting its securities from Nasdaq.
6. On August 19, 2022, Sprague Resources (SRLP) announced that it has notified the New York Stock Exchange of the anticipated closing date of the previously-announced merger transaction. The Partnership anticipates that the merger will close on or about September 1, 2022.
7. On August 19, Nielsen (NLSN) entered into an amendment, according to which, the court meeting to consider and vote on proposals to give effect to the transaction contemplated by the previously announced definitive agreement for the company to be acquired by a private equity consortium will be held on October 7, 2022 and the End Date will be extended to October 14, 2022.
8. On August 19, 2022, Black Knight (BKI) announced that the special meeting of stockholders will be on September 21, 2022.

Closed Deals:

1. The acquisition of Nomad Royalty Company (NSR) by Sandstorm Gold (SAND) on August 15, 2022. It took 105 days for this deal to be completed.
2. The acquisition of Radius Health (RDUS) by Gurnet Point Capital on August 15, 2022. It took 53 days for this deal to be completed.
3. The acquisition of SailPoint Technologies Holdings (SAIL) by Thoma Bravo on August 16, 2022. It took 127 days for this deal to be completed.
4. The acquisition of Turning Point Therapeutics (TPTX) by Bristol Myers Squibb (BMY) on August 17, 2022. It took 75 days for this deal to be completed.
5. The acquisition of Atotech Limited (ATC) by MKS Instruments (MKSI) on August 17, 2022. It took 412 days for this deal to be completed.
6. The acquisition of Blueknight Energy Partners (BKEP) by Ergon on August 17, 2022. It took 117 days for this deal to be completed.

Top 10 deals with largest spreads:

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.

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.