Merger Arbitrage Mondays – Blackstone Acquires American Campus Communities (ACC)

Merger activity decreased last week with four new deals announced and one deal completed. One of the four deals announced was a potential deal in the works.

American Campus Communities (NYSE:ACC)

The largest deal announced last week was the acquisition of American Campus Communities (ACC) by Blackstone (NYSE:BX) for nearly $13 billion. Headquartered in Bee Cave, Texas, American Campus Communities is the largest developer, owner and manager of student housing communities in the United States. ACC became the first publicly-traded student housing company in the country after its IPO in 2004. ACC’s portfolio consists of 166 owned properties in 71 leading university markets including the University of Texas at Austin, the University of California—Berkeley, Arizona State University, and Florida State University, among others.

Blackstone will buy American Campus Communities for $12.8 billion including debt as it bets that rents will continue to rise with colleges reopening in the US and students returning to campus. The deal represents a premium of 30% over the closing stock price of February 16, 2022, the date immediately prior to the company disclosing receipt from Land & Buildings of an indication of willingness to offer to acquire the Company.

ACC also has a ‘Cut-Off’ time until May 28, 2022, during which it can enter into a definitive agreement with other interested parties. According to the Merger Agreement, American Campus will have to pay a termination fee of $278 million to Blackstone if it terminates this agreement. However, if ACC terminates the agreement prior to the ‘Cut-Off’ time, the termination fee will be $139 million. The termination fee to be paid by Blackstone to American Campus, if Blackstone terminates the agreement will be $832 million.

Source: ACC Investor Presentation

Bill Bayless, ACC co-founder and CEO, said the transaction marked the culmination of a “pioneering quest to transform the student housing sector into a mainstream, institutional asset class within the commercial real estate sector.”

This is Blackstone’s second acquisition of a public company in four months after it agreed to buy Bluerock Residential Growth REIT (BRG) in a $3.6 billion deal in December last year.

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

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Deals In The Works

There were four new deals announced in the Deals in the Works section last week.

SPAC Arbitrage

There was one new SPAC IPOs filed and three new SPAC combinations announced last week. You can find the new SPAC IPO announcements in our SPACs tool here.

• On April 16, 2022, East Stone Acquisition Corporation (ESSC) and ICONIQ Holding Limited (“NWTN”) entered into a definitive Business Combination Agreement.
• On April 19, 2022, Coeptis Therapeutics, a biopharmaceutical company developing innovative cell therapy platforms for cancer, and Bull Horn Holdings (BHSE) entered into a definitive merger agreement for a business combination that will result in Coeptis becoming a wholly-owned subsidiary of Bull Horn.
• On April 22, 2022, SeaStar Medical, a medical technology company developing extracorporeal therapies to reduce the consequences of excessive inflammation on vital organs, and LMF Acquisition Opportunities (LMAO) entered into a merger agreement.

Terminated

• On April 15, 2022, Integrity Implants and CHP Merger (CHPM) mutually agreed to terminate, effective immediately, the previously announced business combination agreement.

Weekly Spread Changes:

The table below shows weekly spread changes between April 15 and April 22, 2022.

Symbol Quote Acquiring Company Acquiring Company Quote Current Spread Last Week Spread Spread Change Weekly Deal Type VWTR 15.87 D.R. Horton, Inc. (DHI) 71.35 -0.76% -8.22% 7.46% All Cash AZPN 156.91 Emerson Electric Co. (EMR) 93.6 1.97% -1.20% 3.17% Special Conditions NP 39 Schweitzer-Mauduit International, Inc. (SWM) 26.63 -7.27% -9.89% 2.62% All Stock MGI 10.36 Madison Dearborn Partners, LLC (N/A)   6.18% 3.58% 2.60% All Cash TEN 17.65 Apollo Global Management, Inc. (APO) 53.93 13.31% 10.80% 2.51% All Cash MILE 1.00 Lemonade (LMND) 20.12 5.83% 6.86% -1.03% All Stock COHR 269.17 II-VI Incorporated (IIVI) 62.12 2.73% 4.03% -1.30% Cash Plus Stock NSEC 16.3 VR Insurance Holdings, Inc. (N/A)   0.31% 1.62% -1.31% All Cash CCMP 179.7 Entegris, Inc. (ENTG) 112.67 2.26% 3.64% -1.38% Cash Plus Stock SAVE 26.04 Frontier Group Holdings, Inc. (ULCC) 11.38 -8.24% -3.12% -5.12% Cash Plus Stock

Deal Statistics:

Total Number of Deals Closed in 2022 60 Total Number of Deals Not Completed in 2022 4 Total Number of Pending Deals Cash Deals 52 Stock Deals 10 Stock & Cash Deals 9 Special Conditions 8 Total Number of Pending Deals 79 Aggregate Deal Consideration $739.92 billion

New Deals:

• The acquisition of Natus Medical Incorporated (NTUS) by an affiliate of ArchiMed for $1.2 billion or $33.5 per share in cash.
• The acquisition of American Campus Communities (ACC) by Blackstone (BX) for $12.8 billion or $65.47 per share in cash. We added ACC as a potential deal to the Deals in the Works section on February 16, 2022,  and the price after the news of the potential deal came out was $51.78.
• The acquisition of Checkmate Pharmaceuticals (CMPI) by Regeneron Pharmaceuticals (REGN) for $250 million or $10.5 per share in cash.
• The acquisition of Blueknight Energy Partners (BKEP) by an affiliate of Ergon for $199.72 million or $4.65 per unit in cash.

Deal Updates:

• On April 18, 2022, Alleghany Corporation (Y) announced the end of the “go-shop” period under the previously announced definitive merger agreement with Berkshire Hathaway (BRK.A, BRK.B). Under the terms of the agreement, Alleghany and its representatives were permitted to solicit and consider alternative acquisition proposals from third parties until April 14, 2022.
• On April 18, 2022, Meritor (MTOR) announced that the special meeting of stockholders will be held on May 26, 2022.
• On April 18, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired in connection with the previously announced proposed merger between Whiting Petroleum Corporation (WLL) and Oasis Petroleum (OAS).
• On April 20, 2022, Mandiant (MNDT) and Google (GOOG) each received a request for additional information from the DOJ in connection with the DOJ’s review of the Merger. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Mandiant and Google have substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of Mandiant and Google.
• On April 21, 2022, The Federal Trade Commission took action to preserve competition by requiring Prince International and Ferro (FOE) to divest three facilities used to make porcelain enamel frit, glass enamel, and forehearth colorants, as a condition of Prince acquiring Ferro.
• On April 21, 2022, The Consumer Financial Protection Bureau (CFPB) and New York Attorney General Letitia James announced that they are filing a lawsuit against MoneyGram International (MGI) and MoneyGram Payment Systems for systemically and repeatedly violating various consumer financial protection laws and leaving families high and dry.
• On April 21, 2022, Cedar Realty Trust (CDR) announced that the special meeting of stockholders will be on May 27, 2022.
• On April 21, 2022, Citrix Systems (CTXS) announced that its stockholders voted to approve Citrix’s pending acquisition by affiliates of Vista Equity Partners and Evergreen Coast Capital Corporation.
• April 22, 2022: Oracle’s (ORCL) planned purchase of Cerner (CERN) has been filed with the European Commission and the EC has a provisional deadline of June 1, 2022.
• On April 22, 2022, Volt Information Sciences (VOLT) and Vega Consulting announced the expiration of the previously announced tender offer.

Closed Deals:

• The acquisition of Ferro Corporation (FOE) by Prince International Corporation on April 21, 2022. It took 345 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.

Symbol Announced Date Acquiring Company Closing Price Last Price Closing Date Profit Annualized Profit ATVI 01/18/2022 Microsoft Corporation (MSFT) $95.00 $78.61 06/30/2023 20.85% 17.66% CHNG 01/06/2021 UnitedHealth Group Incorporated (UNH) $27.75 $23.65 12/31/2022 17.34% 25.31% MBII 03/16/2022 Bioceres Crop Solutions Corp. (BIOX) $1.05 $0.9108 09/30/2022 14.98% 34.60% TEN 02/23/2022 Apollo Global Management, Inc. (APO) $20.00 $17.65 12/31/2022 13.31% 19.44% WLL 03/07/2022 Oasis Petroleum Inc. (OAS) $85.48 $75.71 12/31/2022 12.91% 18.84% BRG 12/20/2021 Blackstone Real Estate (N/A) $29.85 $26.57 06/30/2022 12.34% 68.27% ZNGA 01/10/2022 Take-Two Interactive Software, Inc. (TTWO) $9.86 $8.9 06/30/2022 10.79% 59.65% TSEM 02/15/2022 Intel Corporation (INTC) $53.00 $48.3 02/15/2023 9.73% 12.00% FHN 02/28/2022 The Toronto-Dominion Bank (TD) $25.00 $22.89 11/27/2022 9.22% 15.58% SAFM 08/09/2021 Cargill and Continental Grain Company (N/A) $203.00 $189.03 06/30/2022 7.39% 40.87%

Conclusion:

Challenges and regulatory hurdles continue to affect some of the active deals. The FTC asked Prince International and Ferro (FOE) to divest facilities in order to protect competition, Mandiant (MNDT) and Google (GOOG) received a request for additional information from the DOJ, and The Consumer Financial Protection Bureau (CFPB) filed a lawsuit against MoneyGram International (MGI).

On the SPAC front, business combinations picked up with three SPACs entering into definitive agreements. There have been multiple SPAC business combination terminations since the SEC began its scrutinization of SPACs by bolstering disclosure requirements. The SEC cited concerns that projections for SPAC-target private companies “have appeared to be unreasonable, unfounded or potentially misleading.”

Disclaimer: I have long positions in First Horizon (FHN), Tower Semiconductor (TSEM), Healthcare Trust of America (HTA), 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.