Monogram Residential Trust Sold for $3 Billion

Monogram Residential Trust sold for $12 per share in cash

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Monogram Residential Trust (MORE) announced that it has entered into a definitive merger agreement to be acquired by a newly formed perpetual life fund, Greystar Growth and Income Fund, in a transaction valued at approximately $3B, including debt to be assumed or refinanced.

Monogram Residential Trust, Inc. is an equity real estate investment trust. The trust invests in the real estate markets of United States. It engages in investment, development and operation of real estate assets. The trust’s portfolio comprises of high-quality multifamily communities, including conventional multifamily assets, such as mid-rise, high-rise, and garden-style properties; age-restricted residences and student housing

Under the terms of the merger agreement, which was unanimously approved by board, Monogram’s stockholders will receive $12.00 per share in cash.

This represents a premium of approximately 22% to Monogram’s unaffected closing stock price on July 3.

The $3B aggregate transaction value includes Monogram’s share of its two institutional co-investment joint ventures with PGGM and NPS.

The PGGM joint venture will be restructured, and the joint venture interests held by NPS will be purchased by Greystar pursuant to a separate assignable purchase and sale agreement for approximately $500 Million, subject to certain adjustments at closing, including payment of the NPS joint venture’s share of debt to be assumed or refinanced in connection with the transaction.

The transaction is expected to close in the second half of 2017 and is subject to approval by Monogram’s stockholders and other customary closing conditions.

The transaction is not contingent on receipt of financing by Greystar.

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JANA Partners Opposes Purchase of Rice Energy

JANA pushes EQT for ‘immediate breakup’ over Rice Energy deal

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JANA Partners disclosed a new 5.8% stake in EQT Corporation (EQT) in a regulatory filing that allows for activism.

Background

On June 19th, 2017, EQT Corporation (EQT) and Rice Energy (RICE) announce that they have entered into a definitive merger agreement under which EQT will acquire all of the outstanding shares of Rice common stock for total consideration of approximately $6.7B – consisting of 0.37 shares of EQT common stock and $5.30 in cash per share of Rice common stock.

Shares Undervalued

JANA says it acquired the shares because they believe the stock is “undervalued” and represents an “attractive investment opportunity.”

JANA added that it has “substantial experience analyzing and investing in the energy sector.”

JANA, with the assistance of others, intends to have discussions with EQT’s shareholders, board of directors and management regarding the voting against shareholder approval of the acquisition of Rice Energy (RICE) as well as pursuing an “immediate breakup” of the company into a separately traded E&P business and midstream business in order to realize the company’s “full value and potential strategic value.”

JANA also seeks to optimize EQT’s capital allocation and board structure.

It added, “JANA is also prepared, if necessary, to nominate individuals for election to the Issuer’s board of directors and to participate in the solicitation of proxies in support of such individuals, and has signed Nomination Agreements.”

JANA entered into nomination agreements with Edward Cohen and Daniel Herz.

Price Action

Shares of EQT Corporation are up 1% to $59.11 in Monday trading. Rice Energy (RICE) is down 6% to $25.09.

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Total Gets $5 Billion Iranian Contract

Total, NIOC sign 20-year contract for development of Phase 11 of South Pars gas field

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Total (TOT) and the National Iranian Oil Company have signed a contract for the development and production of phase 11 of South Pars, the world’s largest gas field.

The project will have a production capacity of 2B cubic feet per day or 400,000 barrels of oil equivalent per day including condensate.

The produced gas will supply the Iranian domestic market starting in 2021.

This contract, which has a 20-year duration, is the first Iranian Petroleum Contract and is based on the technical, contractual and commercial terms as per the Heads of Agreement signed on November 8, 2016.

Total is the operator of the SP11 project with a 50.1% interest alongside the Chinese state-owned oil and gas company CNPC, and Petropars, a wholly owned subsidiary of NIOC.

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Bankrate Sold for $1.4 Billion

Bankrate to be acquired by Red Ventures for $14.00 per share in cash

 

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Bankrate (RATE) announced that it has entered into a definitive agreement to be acquired by Red Ventures, a digital consumer choice platform, in an all-cash transaction that values Bankrate at an enterprise value of approximately $1.4B.

Under the terms of the merger agreement, Bankrate shareholders will receive $14.00 per share in cash, which represents a premium of approximately 31% over Bankrate’s three-month average closing share price.

Bankrate, Inc. operates as a publisher, aggregator, and distributor of personal finance content on the Internet. It provides personal finance editorial content across various categories, including credit cards, mortgages, deposits, senior care, and others.

The merger agreement has been unanimously approved by Bankrate’s board.

The combination will create a scaled and diversified digital platform of consumer marketplaces. The transaction is expected to close in 2017.

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NCI, Inc. Sold for $283M in cash

NCI, Inc. to be acquired by H.I.G. Capital for $20 per share in cash

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NCI, Inc. (NCIT) announced that it has signed a definitive agreement to be acquired by private funds managed by an affiliate of H.I.G. Capital, a leading global private equity investment firm, in an all-cash transaction valued at approximately $283M.

NCI, Inc. provides information technology (IT) and professional services and solutions to defense, intelligence, healthcare, and civilian government agencies worldwide.

Under the terms of the definitive agreement, H.I.G. will commence a tender offer no later than July 17, 2017, to acquire all outstanding shares of NCI’s Class A and Class B common stock for $20.00 per share in cash.

NCI’s board of directors has unanimously approved the transaction. Concurrently with the execution of the merger agreement, the chairman of the board of NCI, Charles Narang, in his capacity as a stockholder of the company, entered into a tender and support agreement pursuant to which he will, subject to certain exceptions, tender all of his shares of NCI common stock in favor of the offer.

NCIT closed at $21.10.

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MRV Communications Sold for $69 Million

MRV Communications enters agreement to be bought for $10 per share

 

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ADVA Optical Networking announced that it has entered into a definitive agreement to acquire MRV Communications (MRVC).

Under the terms of the agreement, ADVA Optical Networking will make a tender offer of $10.00 per share for all the outstanding common stock of MRV.

The offer equates to an aggregate purchase price of $69M and has been approved and unanimously recommended by both the board of directors of ADVA Optical Networking and the board of directors of MRV Communications.

The acquisition is subject to customary closing conditions, including the tender of at least a majority of MRV’s outstanding shares of common stock.

MRV Communications, Inc. designs, manufactures, distributes, and services optical networking solutions and Internet infrastructure products worldwide. It offers optical transport, packet/carrier Ethernet, network management, and infrastructure management products and services. The company also provides out-of-band network equipment, as well as designs and manufactures fiber optic modules for the fiber-optic communications industry. Its portfolio of packet and optical solutions enable the access, aggregation, transport, and management of various communications traffic for fixed line, cable, content delivery, cloud-based, and mobile communications networks.

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MRVC closed at $9.85.