Bain Capital to acquire MTPC in $3.3bn deal

BY Fraser Tennant

In a carve-out transaction from Mitsubishi Chemical Group Corporation, global private investment firm Bain Capital is to acquire Japanese drugmaker Mitsubishi Tanabe Pharma (MTPC) for $3.3bn.

Founded in 1678 and headquartered in Osaka, MTPC focuses on several priority therapeutic areas, including immunology and inflammation, vaccines, central nervous system, diabetes and metabolic disease. The company employs over 5000 people globally.

“With the advancement of therapeutic drugs and diversification of modalities, the disease areas with unmet needs are gradually shrinking,” said Mitsubishi Chemical. “Moreover, given that possibility of success of drug discovery is not high, continuous additional investments are essential for enhancing MTPC’s research and development capabilities and achieving further growth.”

As an independent company, MTPC will continue to build on its legacy of medical innovation while developing new opportunities for growth through business development, licensing activities, enhanced research and development productivity, commercialisation and strategic acquisitions.

“MTPC has been delivering innovative medicines to Japanese patients for centuries, and we are proud to partner with the company and support its next phase of growth and evolution,” said Masa Suekane, a partner at Bain Capital Private Equity. “As a standalone, independent company, MTPC will benefit from the full support of Bain Capital’s global resources and our healthcare team’s extensive experience driving value creation across the healthcare value chain.”

Bain Capital’s global healthcare platform has deep experience supporting the growth and innovation of global pharmaceutical companies. The firm is also a leading investor and partner to businesses across Japan, with more than 70 investment professionals who have made over 37 investments since establishing its Tokyo office in 2006. 

The acquisition of MTPC is being led by Bain Capital’s private equity teams in Asia and North America, together with the firm’s life sciences team.  

The transaction is expected to close in the third quarter of 2025 and is subject to customary closing conditions, regulatory clearance and shareholder approvals.

Ricky Sun, a partner at Bain Capital Life Sciences, concluded: “This is an exciting opportunity to leverage our team’s clinical insights and company creation support to build out a scale platform focused on long-term fundamental drug development in areas of significant unmet need to ultimately bring transformative medicines to patients in Japan and globally.”

News: Bain to buy Japan's Mitsubishi Tanabe Pharma for $3.4 billion

Turn/River Capital agrees SolarWinds deal

BY Richard Summerfield

Turn/River Capital has agreed to acquire SolarWinds – a provider of IT management and observability software – in a deal worth approximately $4.4bn.

Under the terms of the agreement, Turn/River will acquire SolarWinds for $18.50 per share, a price which represents a 35 percent premium over the company’s volume-weighted average closing stock price for the 90 trading days prior to the announcement of the deal.

Upon completion of the transaction, SolarWinds will be delisted from the New York Stock Exchange and will transition to private ownership. The company will continue operating under its existing name and remain headquartered in Austin, Texas. The deal has received unanimous approval from SolarWinds’ board of directors and is expected to close in Q2 2025, pending regulatory approvals and other customary conditions. Thoma Bravo and Silver Lake, which collectively hold approximately 65 percent of SolarWinds’ voting securities, have provided written consent for the acquisition, eliminating the need for additional shareholder approval.

“We have built a great track record of helping customers accelerate business transformations through simple, powerful, secure solutions designed for hybrid and multi-cloud environments,” said Sudhakar Ramakrishna, president and chief executive of SolarWinds. “We now look forward to partnering with Turn/River to deliver operational resilience solutions for our customers on our SolarWinds Platform, leveraging our premier observability, monitoring, and service desk solutions.”

“SolarWinds is a global leader in software that helps a wide range of businesses securely manage and optimize their systems, networks, and IT infrastructure,” said Dominic Ang, founder and managing partner of Turn/River Capital. “Their deep commitment to understanding and solving customer needs has led to decades of innovation, impact, and consistent growth. We are incredibly excited to partner with SolarWinds. By pairing our team of software operators and investors with their relentless focus on customer success, together we aim to accelerate growth and further innovation.”

The deal for SolarWinds is the latest in a series of ownership transitions the company has experienced over the last decade. Thoma Bravo and Silver Lake initially took the company private in 2016 before relisting it on the public market nearly three years later.

The acquisition comes more than four years after a notable cyber security breach linked to Russian state actors. The 2020 attack impacted US government agencies, including the State Department, the FBI and branches of the US military, as well as private sector organisations.

News: Turn/River Capital to acquire US-based SolarWinds for $4.4bn

Diversified Energy agrees $1.3bn Maverick deal

BY Richard Summerfield

In a deal focusing on expansion within the oil & gas rich Permian basin, Diversified Energy has agreed to acquire private equity-backed Maverick Natural Resources for $1.28bn, including debt.

According to a statement announcing the deal, Diversified Energy will take on about $700m of Maverick Natural Resources’ debt, giving the combined company a value of about $3.8bn, including debt.

The deal is expected to close during the first half of 2025, subject to customary closing conditions, including, among others, regulatory clearance and approval by Diversified shareholders for the issue and allotment of the ordinary shares pursuant to the agreement. The deal has been unanimously approved by the Diversified board.

Upon completion, Maverick’s current owner, investment firm EIG Global Energy Partners, will own about 20 percent of the new company. Following closure of the deal, Diversified’s board will consist of eight directors, six of whom are members of the current Diversified board, and two of whom will be designated by EIG.

“Today marks an important milestone for all of us at Maverick Natural Resources,” said Rick Gideon, chief executive of Maverick Natural Resources. “We have great respect for the innovative approach and stewardship demonstrated by the team at Diversified and are pleased to enter into this partnership. Maverick has built a strong foundation of execution and efficiency across our portfolio, and we look forward to combining our complementary portfolio of assets with Diversified. I would also like to express my gratitude to the team at Maverick for their hard work and dedication in supporting our strategic efforts and contributing to this achievement.”

“This acquisition expands our unique and highly focused energy production company with a complementary portfolio of attractive, high-quality assets,” said Rusty Hutson, Jr., chief executive of Diversified. “We have a proven track record of unlocking value from acquisitions while maintaining our commitment to sustainability leadership, and this acquisition provides us with great assets and employees that complement this strategy. The acquired producing assets have demonstrated leading well performance and are a natural fit with our operating advantage and existing acreage. Notably, the combined footprint in Oklahoma and the Western Anadarko Basin creates one of the largest in terms of production and acreage, which includes the emerging Cherokee formation.”

“We are extremely pleased to have entered into this acquisition and look forward to contributing as a core shareholder,” said Jeannie Powers, managing director and head of domestic traditional energy at EIG. “We aim to work closely with the Diversified management team and Board to support the Company’s focus on delivering long-term value. Diversified is uniquely positioned in the upstream space with a differentiated business model and a history of operational excellence. The combination of Maverick’s assets with Diversified’s existing footprint represents a strategic opportunity that we believe can support value creation for all stakeholders.”

News: Diversified Energy to buy energy producer Maverick in $1.3 bln deal

Thoma Bravo completes $3.6bn fund

BY Richard Summerfield

Software investment firm Thoma Bravo has announced the closure of its Credit Fund III, the firm’s largest credit fund to date, on $3.6bn, signalling a continuation of the strong private debt fundraising cycle that began in H2 2024.

The firm announced it had completed its capital raising efforts for Thoma Bravo Credit Fund III on Tuesday, marking its largest pool of credit capital to date. The fund, which exceeded its predecessor by $300m, will focus on investing in senior secured debt of enterprise software companies. The fund has already invested over $1bn across 20 investments.

“We appreciate our investors’ continued recognition and strong support of Thoma Bravo’s differentiated platform and strategy in credit, which is a testament to its growth and success,” said Orlando Bravo, a founder and managing partner at Thoma Bravo. “As an early adopter of private credit, Thoma Bravo has long recognized the crucial role private credit plays in enterprise software.”

“We are very proud of the strong backing we have received from our investors for our strategy and team, at a time of tremendous opportunity in software direct lending,” said Oliver Thym, a partner at Thoma Bravo who leads the Thoma Bravo Credit platform. “We are excited to have broadened our platform to include unlevered capital and funds-of-one/separately managed accounts. We look forward to capitalizing on the growing market demand for our flexible and differentiated credit solutions and driving further success for our partners and investors in 2025.”

The Thoma Bravo Credit platform focuses on the senior secured debt of established, mission-critical enterprise software companies. The platform targets sponsor-backed companies and leverages Thoma Bravo’s extensive sector experience in enterprise software, as well as its broad and differentiated sourcing channels. Since its inception in 2017, the platform has invested over $8bn across approximately 100 transactions.

Thoma Bravo is one of the largest software-focused investors in the world, with over $166bn in assets under management as of 30 September 2024 and has invested in more than 500 companies over the last 20 years, representing $265bn in enterprise value. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors.

The closure of Credit Fund III is indicative of the current strength in the fundraising cycle that began in H2 2024. Though H1 2024 saw a slump in fundraising, the second half of the year saw a strong recovery. Through Q3 2024, private debt funds raised a total of $169.2bn, which, according to Pitchbook, put 2024’s fundraising efforts on track to slightly exceed 2023’s total of $226bn. Significant fund closings include Blackstone’s senior direct lending fund that closed on $22bn in October 2024 and Ares’ third direct lending vehicle that closed at $33.6bn in July 2024.

News: Thoma Bravo Completes Fundraising for Credit Fund III, Amassing $3.6 Billion in Total Available Capital for its Platform

Nippon Life Insurance to acquire Resolution in $8.2bn deal

BY Richard Summerfield

With a view to expanding its market share in the US, Nippon Life Insurance has agreed to acquire from Blackstone the remaining shares it does not own in Resolution Life Group Holdings for around $8.2bn in an all-cash deal. The deal values Resolution Life at $10.6bn.

The transaction is subject to regulatory approvals and is anticipated to close in the second half of 2025. It will complete a partnership that began in 2019 when Nippon Life first invested in Resolution Life. Since then, Nippon Life has remained the company’s largest investor and supported the growth of Resolution Life into a company with over $85bn of reserves and over 4 million policies.

Upon closure of the deal, Resolution Life’s operations in the US, the UK, Bermuda and Singapore will become a subsidiary of Nippon Life. This new division is expected to complement Nippon Life’s existing Japanese life business and its international asset management and retail operations. Clive Cowdery will continue to lead as chairman and chief executive, with Resolution Life Group Holdings Ltd remaining the primary regulated entity.

“As a mutual company owned by our policyholders, Nippon Life has always had a culture which puts customers at the heart of everything we do,” said Hiroshi Shimizu, president of Nippon Life. “We believe the acquisition of Resolution Life and the formation of Acenda demonstrates our commitment to working with exceptional businesses and teams to deliver innovative products and services. We are aligned with Resolution Life and our investment management partner Blackstone in continuing to deliver on the trust policyholders have placed in us to protect them and their families when they need us.”

“For 22 years, Resolution Life and prior Resolution companies have raised our capital from institutional investors and the public markets,” said Sir Cowdery. “I am delighted that we are now going forward under the single ownership and capital support of Nippon Life, an institution I admire and respect. There is a strong foundation of shared values, clarity of vision and breadth of capabilities across our organisations. Combining Resolution Life’s strengths, the investment management expertise of our partners at Blackstone and a well-funded parent gives us the opportunity to accelerate our growth and serve the needs of policyholders into the decades ahead.”

“We are very pleased with this outcome for Resolution Life’s policyholders and investors,” said Gilles Dellaert, global head of Blackstone Credit and Insurance. “Clive Cowdery has built a tremendous insurance platform, and we believe that this expanded partnership with the world-class team at Nippon Life will help drive its accelerated global growth. We look forward to continuing to deliver the benefits of Blackstone’s leading private credit and asset origination capabilities to Resolution Life and its policyholders in this next chapter with Nippon Life.”

The deal will mark Nippon Life’s second major overseas investment this year, following its $3.8bn purchase of a 20 percent stake in US insurance firm Corebridge Financial in May. The company has also sought to diversify its domestic business, buying nursing care provider Nichii Holdings for around $1.4bn in November last year.

News: Nippon Life to buy Resolution in $8.2 billion deal as it pursues US growth