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Foot Locker Shareholders Approve Transaction with DICK'S Sporting Goods
Prnewswire· 2025-08-22 20:05
Core Viewpoint - Foot Locker's shareholders have overwhelmingly approved the acquisition by DICK'S Sporting Goods, with approximately 99% of votes in favor, indicating strong support for the merger and the strategic direction of the combined entity [1][2]. Summary by Relevant Sections Merger Agreement - The merger agreement allows Foot Locker shareholders to choose between receiving $24.00 in cash or 0.1168 shares of DICK'S common stock for each share of Foot Locker owned, with no minimum or maximum limits on the cash or stock consideration [1][2]. Shareholder Support - The preliminary vote count showed that about 99% of votes cast were in favor of the merger, representing approximately 70% of all outstanding shares, highlighting significant shareholder confidence in the transaction [2]. Transaction Timeline - The transaction is expected to close in the second half of 2025, pending the satisfaction or waiver of customary closing conditions, including necessary regulatory approvals [3]. Company Background - Foot Locker, Inc. operates approximately 2,400 retail stores across 20 countries, focusing on footwear and apparel, and has a strong presence in sneaker culture through its various brands [4].
Vireo Growth Inc. Announces Second Quarter 2025 Results
Globenewswire· 2025-08-13 11:00
Core Insights - Vireo Growth Inc. reported a significant increase in Q2 GAAP revenue, reaching $48.1 million, a 91% year-over-year growth, primarily driven by completed merger transactions [1][2] - The company's pro forma financial results aligned with management's expectations, with pro forma revenue and adjusted EBITDA estimated at $90.7 million and $23.2 million, respectively [3][6] - A recent refinancing of $153 million has positioned the company with a competitive cost of capital and over $100 million in cash, enhancing its financial stability [1][7] Financial Performance - Q2 GAAP revenue was $48.1 million, up from $25.1 million in Q2 2024, marking a 91.4% increase [2] - GAAP gross profit for Q2 was $20.4 million, a 50% increase from $13.6 million in the same quarter last year [2] - The gross profit margin decreased to 42.5% from 54.0% year-over-year [2] - Adjusted gross profit was $24.8 million, reflecting an 82.4% increase compared to $13.6 million in Q2 2024 [2] - SG&A expenses rose to $12.2 million, a 61.5% increase from $7.6 million in Q2 2024 [2] Mergers and Acquisitions - The company successfully closed three merger transactions during Q2, acquiring WholesomeCo in Utah, Proper Brands in Missouri, and Deep Roots Harvest in Nevada, which expanded its operational footprint to six states [4][5] - These acquisitions have positioned Vireo as one of the largest multi-state cannabis operators in the U.S. [5] Balance Sheet and Liquidity - As of June 30, 2025, total current assets were $186.2 million, including cash of $106.2 million, while total current liabilities were $51.8 million [8] - The company had a total of 1,058,617,377 shares outstanding at a share price of $0.52 [8] Future Outlook - Management expressed confidence in the company's growth trajectory following the merger transactions and refinancing, indicating a strong position for future acquisitions and industry leadership [3][6]
Gildan and HanesBrands Agree to Combine To Create a Global Basic Apparel Leader
Globenewswire· 2025-08-13 10:45
Core Insights - Gildan Activewear Inc. has entered into a definitive merger agreement to acquire HanesBrands Inc. for an equity value of approximately $2.2 billion and an enterprise value of about $4.4 billion [1][8] - The merger is expected to double Gildan's revenues and enhance its market position in the basic apparel sector, particularly in activewear and innerwear [2][3] - The transaction is anticipated to generate at least $200 million in annual run-rate cost synergies within three years, with immediate accretion to Gildan's adjusted diluted EPS [3][4] Transaction Overview - The merger agreement has been unanimously approved by the Boards of Directors of both companies, with HanesBrands shareholders set to receive 0.102 common shares of Gildan and $0.80 in cash for each share of HanesBrands [8][9] - The offer implies a value of $6.00 per HanesBrands share, representing a premium of approximately 24% to its closing price on August 11, 2025 [8] - Upon closing, HanesBrands shareholders will own approximately 19.9% of Gildan shares on a non-diluted basis [3][8] Strategic Rationale - The merger will create a global leader in basic apparel, combining Gildan's activewear leadership with HanesBrands' strong innerwear presence [3][4] - The combined company will benefit from a low-cost vertically integrated manufacturing network, enhancing operational efficiencies and innovation [3][7] - The merger is expected to enhance product diversification and resilience against seasonal and cyclical variations in demand [7] Financial Projections - Gildan anticipates adjusted diluted EPS CAGR in the low 20% range over the next three years, driven by the merger synergies [3][14] - The pro forma adjusted EBITDA of the combined business is projected to be approximately $1.6 billion for the trailing twelve months ended June 29, 2025 [3][7] - The total consideration for the acquisition represents an acquisition multiple of approximately 8.9x HanesBrands' LTM adjusted EBITDA or 6.3x including expected run-rate synergies [8] Operational Impact - Gildan's headquarters will remain in Montréal, Québec, while maintaining a strong presence in Winston-Salem, North Carolina [5] - Gildan plans to review strategic alternatives for HanesBrands Australia, which may include a sale or other transaction [5] - The transaction is expected to close in late 2025 or early 2026, subject to shareholder and regulatory approvals [9]
Getty Images Reports Second Quarter 2025 Results
Globenewswire· 2025-08-11 20:07
Core Insights - Getty Images reported solid growth in Q2 2025, driven by subscription momentum and strong demand across Corporate and Media sectors [2][5] - The company achieved its fifth consecutive quarter of revenue growth, emphasizing execution and fiscal discipline moving forward [2][5] Financial Performance - Q2 2025 revenue was $234.9 million, a 2.5% increase year-over-year and 1.8% on a currency-neutral basis [6] - Creative revenue decreased by 5.1% year-over-year to $130.8 million, while editorial revenue increased by 5.6% to $88.3 million [6] - Annual subscription revenue grew to 53.5% of total revenue, up from 52.9% in Q2 2024 [6] Profitability Metrics - The company reported a net loss of $34.4 million in Q2 2025, compared to a net income of $3.7 million in Q2 2024 [6] - Adjusted EBITDA for Q2 2025 was $68.0 million, down 1.2% year-over-year, with an adjusted EBITDA margin of 28.9% [6][44] - Free cash flow was $(9.6) million in Q2 2025, a decrease from $31.1 million in the prior year [6] Liquidity and Balance Sheet - The ending cash balance on June 30, 2025, was $110.3 million, down from $121.2 million a year earlier [6][35] - Total debt stood at $1.39 billion, including $539.9 million in Senior Secured Notes and a Term Loan balance of $550.3 million [7] Key Performance Indicators - Total purchasing customers decreased by 4.4% to 707,000, while active annual subscribers increased by 13.8% to 321,000 [9] - The annual subscriber revenue retention rate improved to 93.4%, up from 89.4% in the previous year [9] Business Highlights - The company reaffirmed its 2025 revenue guidance of $931 million to $968 million, with expected year-over-year growth of -0.9% to 3.1% [14] - Getty Images is working towards closing its merger with Shutterstock by the end of 2025, with regulatory reviews ongoing [19][18]
Monroe Capital Corporation BDC Announces Second Quarter 2025 Results and Merger Transaction
Globenewswire· 2025-08-11 20:05
Core Viewpoint - Monroe Capital Corporation (MRCC) announced its financial results for Q2 2025 and revealed a merger agreement with Horizon Technology Finance Corporation (HRZN), which is subject to shareholder approvals and closing conditions [1][4]. Financial Highlights - Adjusted Net Investment Income (NII) for Q2 2025 was $3.3 million, or $0.15 per share, down from $4.2 million, or $0.19 per share in Q1 2025 [6][13]. - Net Asset Value (NAV) decreased to $179.6 million, or $8.29 per share, from $186.9 million, or $8.63 per share in the previous quarter [6][10]. - The company paid a quarterly dividend of $0.25 per share, reflecting an annualized dividend yield of approximately 14.6% [4][9]. Investment Portfolio - Total investments at fair value were $367.7 million as of June 30, 2025, down from $430.6 million at the end of Q1 2025 [8][11]. - The number of portfolio company investments decreased from 85 to 80, with 3.6% of these investments on non-accrual status [11][12]. - The weighted average contractual yield on the portfolio was 9.9%, down from 10.1% in the previous quarter [11]. Debt and Leverage - Debt-to-equity leverage decreased from 1.45 times to 1.17 times during the quarter, as proceeds from sales and paydowns were used to reduce the revolving credit facility balance [7][19]. - As of June 30, 2025, the company had $2.4 million in cash and cash equivalents and $210.3 million in total debt [19][25]. Merger and Asset Sale - MRCC entered into a definitive merger agreement with HRZN, which includes an asset purchase agreement to sell its investment assets to Monroe Capital Income Plus Corporation (MCIP) prior to the merger closing [1][4]. - The merger is expected to unlock value for shareholders through synergies and operating leverage in a larger, more scaled HRZN [4].
MasterBrand(MBC) - 2025 Q2 - Earnings Call Presentation
2025-08-06 12:00
Q2 2025 Investor Presentation Additional Information and Where to Find It MasterBrand intends to file with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form S-4 (the "Registration Statement"), which will include a joint proxy statement of MasterBrand and American Woodmark that will also constitute a prospectus of MasterBrand. Each of MasterBrand and American Woodmark may also file other relevant documents with the SEC regarding the transaction. This presentation is not a s ...
TXNM Energy Reports Second Quarter 2025 Results
Prnewswire· 2025-08-01 10:30
Core Insights - TXNM Energy reported a significant decline in earnings for Q2 2025 compared to Q2 2024, with GAAP net earnings attributable to TXNM Energy at $21.6 million, down from $48.0 million, and ongoing net earnings at $24.5 million, down from $54.3 million [1][21] - The company issued $600 million in equity, including $400 million to affiliates of Blackstone Infrastructure Partners, and is undergoing debt refinancing related to the proposed acquisition by Blackstone [1][3] - TXNM Energy is not affirming its previously issued earnings guidance for 2025 due to the pending transaction with Blackstone Infrastructure [1] Financial Performance - Q2 2025 GAAP diluted EPS was $0.22, a decrease from $0.53 in Q2 2024, while ongoing diluted EPS was $0.25, down from $0.60 [1][21] - Year-to-date (YTD) 2025 results show GAAP net earnings of $30.5 million compared to $95.2 million in YTD 2024, and ongoing net earnings of $42.6 million compared to $91.3 million [1] - Electric operating revenues for Q2 2025 were $502.4 million, up from $488.1 million in Q2 2024 [21] Transaction and Regulatory Updates - TXNM Energy announced an agreement for Blackstone Infrastructure to acquire its outstanding common stock at $61.25 per share, reflecting a total enterprise value of $11.5 billion [3] - The transaction is subject to shareholder and regulatory approvals and is expected to close in the second half of 2026 [3] - TXNM's regulatory outcomes include the approval of a $176 million Distribution Cost Recovery Factor (DCRF) filing and a $105 million rate increase at PNM, with further rate recovery filings planned [4][5] Segment Reporting - In Q2 2025, PNM's GAAP diluted EPS was $0.25, down from $0.34 in Q2 2024, while TNMP's GAAP diluted EPS was $0.22, down from $0.33 [6] - Corporate and Other segment reported a loss of $0.25 per share in Q2 2025, compared to a loss of $0.14 in Q2 2024 [6] - The decline in earnings per share was attributed to the issuance of additional shares and costs related to the planned acquisition [6][7] Operational Insights - The company faced increased operating expenses, with total operating expenses for Q2 2025 at $429.7 million, compared to $382.4 million in Q2 2024 [21] - Key factors affecting PNM included higher retail load and increased costs from new capital investments, while TNMP's performance was impacted by lower weather-related usage [10]
PMGC Holdings Inc. Terminates LOI to Focus on Acquiring High-Growth CNC Precision Manufacturing Companies Serving Aerospace, Defense, and Industrial Markets
Globenewswire· 2025-07-30 11:45
Company Overview - PMGC Holdings Inc. has terminated a non-binding letter of intent to acquire a U.S.-based electronics manufacturing company, originally announced on June 9, 2025 [1] - Following a strategic review, the company has decided to focus its M&A efforts on CNC machine shops servicing aerospace, defense, and industrial sectors, aligning with its long-term growth strategy [2] Industry Outlook - The U.S. machine shop services market was estimated at approximately USD 44.7 billion in 2024, with around 17,100 companies employing over 259,000 people [3] - The global machining market is projected to grow from USD 402.6 billion in 2024 to USD 755.7 billion by 2034, at a CAGR of 6.5% [3] - The U.S. machine tools segment, primarily CNC metal-cutting, was valued at about USD 12.7 billion in 2025, expected to grow at a 3.4% CAGR from 2025 through 2030 [3] Demand and Growth Drivers - Demand from aerospace, defense, and industrial sectors is strong, with new U.S. metalworking machinery orders surging 32.6% from February to March 2025, reaching USD 515.8 million [4] - Aerospace machine shops are experiencing record-setting order volumes and capital investments due to reshoring momentum and robust defense procurement trends [4] - Structural growth in the industry is supported by regulations and incentives such as the CHIPS Act and Inflation Reduction Acts, positioning precision CNC machine shops as a critical segment for reshoring and national security [5] Acquisition Details - On June 24, 2025, PMGC announced a non-binding letter of intent to acquire a profitable, AS9100 and ISO 9001-certified CNC precision machining company in the U.S. [6] - The target company specializes in high-complexity aerospace and defense components, generating approximately USD 4.5 million in revenue and USD 500,000 in adjusted EBITDA in 2024 [7]
Atlantic Union Bankshares (AUB) - 2025 Q2 - Earnings Call Transcript
2025-07-24 14:00
Financial Data and Key Metrics Changes - The reported net income available to common shareholders was $16.8 million, with earnings per common share at $0.12. Adjusted operating earnings were $135.1 million or $0.95 per common share, resulting in an adjusted operating return on tangible common equity of 23.8% and an adjusted operating return on assets of 1.46% [18][19] - The CET1 capital ratio was 9.8%, and the loan to deposit ratio was approximately 88% at quarter end [9][24] - The tax equivalent net interest margin expanded by 38 basis points to 3.83%, driven by the addition of Sandy Spring acquired loans and deposits [19][20] Business Line Data and Key Metrics Changes - The total loan portfolio fair value mark discount was $789.7 million, with loans held for investment totaling $27.3 billion, an increase of $8.9 billion from the prior quarter [16][24] - Non-interest income increased by $52.3 million to $81.5 million, primarily due to gains from the sale of commercial real estate loans and equity interest [20][21] - Reported non-interest expense increased by $145.5 million to $279.7 million, driven by merger-related costs and the full quarter impact of the Sandy Spring acquisition [22][23] Market Data and Key Metrics Changes - Approximately 23% of total loans are in the Washington Metro Area, with the remaining 77% across other regions [12] - The unemployment rate in Maryland was reported at 3.3%, while Virginia's rate was 3.5%, indicating a robust economic environment [14] Company Strategy and Development Direction - The company is focused on organic growth opportunities in North Carolina, planning to open 10 new branches starting in 2026 [31][32] - The acquisition of Sandy Spring Bank is seen as a strategic move to enhance market presence in Maryland and Virginia, with a goal to leverage this for further growth [30][29] - The company aims to maintain a mid-40s efficiency ratio while investing in technology and organic growth initiatives [40][41] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the integration of Sandy Spring and the potential for sustainable growth, despite economic uncertainties [6][8] - The company anticipates solid loan growth in the second half of the year, supported by a robust loan pipeline [10][66] - The outlook for net charge-offs has been lowered to between 15 and 20 basis points for the full year, reflecting confidence in asset quality [12][25] Other Important Information - The company plans to host an Analyst Day in December to share a new three-year strategic plan [28] - The effective tax rate for the second quarter was a negative 13.2%, with an expected increase to 21% to 22% for the full year [23] Q&A Session Summary Question: How should we think about the pro forma growth outlook on a larger balance sheet and plans for The Carolinas? - Management indicated a strong pipeline and record levels of loan growth, particularly in The Carolinas, with optimism for the second half of the year [37][39] Question: What is the expense outlook beyond what has been provided for this year? - The company is targeting a mid-40s efficiency ratio, inclusive of investments in The Carolinas [40][41] Question: How are capital levels being managed, and is there interest in exploring the reversal of the CECL double count? - The CET1 ratio is expected to increase, with plans to evaluate the CECL double count impact and consider share repurchases in the future [43][46] Question: What is the credit quality perspective on the legacy Atlantic Union basis? - The overall credit quality remains stable, with the increase in NPAs attributed to the Sandy Spring portfolio [50][52] Question: What opportunities are there for growth in the DC market? - Management emphasized the focus on Maryland and Northern Virginia, with confidence in the existing team and capabilities to drive growth [95][100]
OLO SHAREHOLDER ALERT: Current Shareholder of Olo Inc. (NYSE:OLO)? Contact BFA Law about its Investigation into the $10.25 Merger Price
GlobeNewswire News Room· 2025-07-22 12:36
Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Olo Inc. and its leadership for potential breaches of fiduciary duties related to the company's pending acquisition by Thoma Bravo at a price of $10.25 per share, which values Olo at approximately $2 billion in equity [1][3][4]. Group 1: Company Overview - Olo Inc. operates an open SaaS platform designed for restaurants, facilitating digital commerce operations such as ordering, delivery, engagement, and payments [3]. - The company's stock is divided into Class A and Class B shares, with Class B shares having ten votes per share compared to one vote for Class A shares. As of December 31, 2024, directors and executive officers collectively owned about 82% of the voting power of Olo's outstanding capital stock [3]. Group 2: Acquisition Details - On July 3, 2025, Olo announced a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction, with shareholders set to receive $10.25 per share [3]. - The purchase price represents a 65% premium over Olo's unaffected share price of $6.20 as of April 30, 2025, indicating a significant increase in value for shareholders [3]. Group 3: Legal Investigation - The investigation by BFA Law focuses on whether Olo's board of directors, executive officers, and CEO Noah H. Glass acted in the best interests of shareholders during the merger process [4]. - Current shareholders of Olo are encouraged to seek additional information regarding their legal options related to the merger [2][5].