Digital transformation: PCH files for Chapter 11

BY Fraser Tennant

Amid growing financial strain, US direct to consumer marketing company Publishers Clearing House (PCH) has filed for Chapter 11 bankruptcy protection in order to reorganise its capital structure and improve its long-term growth trajectory.

According to the court filing, PCH entered bankruptcy with $490,000 in cash and approximately $40m in debts to employees, vendors, service providers and landlords after a years-long decline in its legacy direct mail marketing business.

The company intends to use the financial restructuring process to finalise its shift away from these legacy businesses to focus on its transformation to a pure digital advertising business.

To fund operations without disruption, PCH has lined up debtor-in-possession financing which, subject to court approval, the company anticipates will provide liquidity to support operations during the reorganisation process.

As part of this process, PCH has also engaged advisers to explore a variety of strategic options, including the potential sale of its digital assets or a capital infusion from a financial partner that will help fund the company’s longer-term business plan going forward.

“By taking these steps, we are breaking free from the past financial constraints of our legacy direct mail and online retail merchandise and magazine subscription operating model,” said Adam Goldberg, chief executive of PCH. “This action establishes a strong foundation for our future – enabling PCH to unlock the full potential of its digital advertising and consumer insights business.”

PCH’s renowned Prize Patrol team is expected to continue during the restructuring process, awarding prizes to sweepstakes winners across the US with the famous big cheque, champagne and flowers that have endeared the PCH brand to consumers for over 50 years.

“Our world-renowned sweepstakes will continue to be a cornerstone of our experiences,” added Mr Goldberg. “We intend to continue offering free-to-play entertainment and awarding prizes in the ordinary course of business during and after this process to uphold the historic legacy of PCH.”

Throughout the restructuring process, PCH is committed to operating in a business as usual manner in order to continue delivering for its valued customers, partners, clients and employees.

Mr Goldberg said the Chapter 11 filing “marks a crucial development in PCH’s transition to a digital advertising-supported entertainment company”.

News: Sweepstakes company Publishers Clearing House goes bankrupt

Infineon acquires Marvell’s automotive ethernet business for $2.5bn

BY Fraser Tennant

In a move designed to expand its microcontroller segment, German chipmaker Infineon Technologies is to acquire the automotive ethernet business of US chip designer Marvell Technology in a deal valued at $2.5bn.

Infineon will use existing liquidity and will incur additional debt in order to fund the acquisition – an investment that will strengthen its already strong US footprint – in an all-cash transaction. Infineon has secured acquisition financing from banks.

Once the transaction is complete, Marvell’s automotive ethernet business will become a part of Infineon's automotive division and is expected to generate revenue between $225m and $250m in 2025, with a gross margin of nearly 60 percent.

“The acquisition is a great strategic fit for Infineon as the global number one provider of semiconductor solutions to the automotive industry,” said Jochen Hanebeck, chief executive of Infineon. “We will leverage this highly complementary ethernet technology by combining it with our existing, broad product portfolio to provide our customers with even more comprehensive, leading solutions for software-defined vehicles.”

A global semiconductor leader in power systems and internet of things, Infineon drives decarbonisation and digitalisation with its products and solutions. The company has around 58,000 employees worldwide.

“Marvell has transformed itself into a leading data infrastructure solutions provider, with the data centre end market driving 75 percent of consolidated revenue in the fourth quarter of 2025,” said Matt Murphy, chairman and chief executive of Marvell. “We are immensely proud of the progress we have made in organically growing our automotive ethernet business. We believe this transaction delivers the strongest financial return for Marvell shareholders, given its compelling valuation.”

A key enabling technology for low-latency, high-bandwidth communication, ethernet is crucial for software-defined vehicles, as well as having significant potential in adjacent fields of physical artificial intelligence such as humanoid robots.

The transaction has been approved by Marvell’s board of directors and is expected to close by the end of 2025, subject to customary closing conditions and regulatory approvals.

Mr Murphy concluded: “With Infineon’s optimised platform for automotive applications, we are confident the Automotive Ethernet business is well positioned for continued growth and success.”

News: Infineon Technologies to buy Marvell's auto ethernet business for $2.5 billion

Woodside sells LNG asset stake in $5.7bn deal

BY Richard Summerfield

Woodside Energy has agreed to sell a 40 percent stake in its Louisiana LNG plant to US infrastructure investor Stonepeak for $5.7bn. Stonepeak, an alternative investment firm with around $72bn in assets, will acquire the stake in the Gulf Coast LNG corridor.

Completion of the deal is subject to conditions including the final investment decision (FID) for the Louisiana LNG development and regulatory approvals. The effective date is 1 January 2025, with closing targeted for the second quarter of 2025.

According to a statement announcing the deal, the transaction will significantly reduce Woodside’s capital expenditure profile and is a material step toward readiness for a final investment decision. A $2bn payment is expected for Stonepeak’s share of capex funding incurred since the effective date.

Under the terms of the deal, Stonepeak will provide $5.7bn toward the expected capital expenditure for the foundation development of Louisiana LNG on an accelerated basis, contributing 75 percent of project capital expenditure in both 2025 and 2026. This enhances the project economics and Woodside’s cash flow profile ahead of revenues from Woodside’s Scarborough Energy Project in Australia, strengthening the capacity for shareholder returns. The remainder of Stonepeak’s committed capital will be funded in subsequent years.

Upon completion of the deal, Stonepeak will hold 40 percent equity in Louisiana LNG Infrastructure LLC (InfraCo), with the remaining 60 percent of InfraCo owned by Louisiana LNG LLC (HoldCo), the holding company operated by Woodside. The investment is supported by a long-term liquefaction tolling agreement between InfraCo and HoldCo featuring competitive tolling fee terms, with the latter to manage gas supply and LNG offtake.

“We are very pleased to have Stonepeak join us in Louisiana LNG, given their demonstrated track record investing in US gas and LNG infrastructure across LNG facilities, LNG carriers, and floating storage and regasification units,” said Meg O’Neill, chief executive of Woodside. “This transaction further confirms Louisiana LNG’s position as a globally attractive investment set to deliver long-term value to our shareholders. It is the result of a highly competitive process that attracted leading global counterparties and significantly reduces Woodside’s capital expenditure for this world-class project.”

“With the need to bring significant additional capacity online over the coming years, we have strong conviction in the critical role Louisiana LNG will play in the US LNG export market,” said James Wyper, senior managing director and head of US private equity at Stonepeak. “The project represents a compelling opportunity to invest in a newbuild LNG export facility nearing FID approval with an attractive risk/reward profile and best-in-class partners in both Bechtel and Woodside to construct and operate the asset.”

News: Australia’s Woodside sells Louisiana LNG stake to Stonepeak for $5.7 billion

Greencore agrees $1.6bn Bakkavor deal

BY Richard Summerfield

Dublin-based convenience food giant Greencore has agreed to acquire rival Bakkavor in a deal worth $1.6bn. This acquisition will create a giant in the fresh prepared food market, with a combined revenue of £4bn.

Under the terms of the deal, Bakkavor shareholders will be entitled to receive 85 pence in cash and 0.604 Greencore shares for each Bakkavor share held. Bakkavor shareholders will also remain entitled to receive the Bakkavor full year 2024 final dividend of 4.8 pence, declared on 4 March 2025 and payable on 28 May 2025, subject to shareholder approval at Bakkavor's annual general meeting on 22 May 2025.

In total, the offer values each Bakkavor share at 200 pence, a price which represents a premium of 32.5 percent to Bakkavor’s closing share price on 13 March, the day prior to the commencement of the offer period, 39.8 percent to Bakkavor’s volume-weighted average closing share price of 143 pence per share for the three months to 13 March, and 36.6 percent to Bakkavor’s volume-weighted average closing share price of 146 pence per share for the six months to 13 March.

Upon completion of the deal, Greencore shareholders would own approximately 56 percent of the combined group with Bakkavor shareholders owning the remaining 44 percent. The companies said the cash and shares offer, on which they had reached “agreement in principle”, would proceed subject to shareholder and regulatory approval. Greencore said Bakkavor had indicated its board would be “minded unanimously to recommend” the offer to its shareholders.

According to the statement announcing the deal, the transaction includes a contingent value right for Bakkavor shareholders linked to a potential sale of Bakkavor’s US business. Additional value would payable if the sale occurs before 30 June 2026 or completes within 12 months of the offer.

Furthermore, upon completion, Agust Gudmundsson and Lydur Gudmundsson, currently non-executive directors of Bakkavor, would join the board of the combined group as non-executive directors.

With this acquisition, Greencore aims to strengthen its leadership in the fresh prepared food industry, expand its retail partnerships and grow its global footprint. Bakkavor is one of the UK’s largest makers of fresh food, such as ready meals, salads and dips. The company is a key supplier in the freshly prepared food market, providing M&S gastropub ready meals, Tesco’s Pinch brand and Sainsbury’s healthy snacking range. The company operates across 41 sites, employs more than 17,000 people and generates £2.3bn in revenue, with 85 percent coming from the UK. Bakkavor is also expanding its presence in the US and China.

News: UK food group Greencore to buy rival Bakkavor in $1.6 billion deal

Bain Capital acquires Namirial in $1.2bn deal

BY Fraser Tennant

In a deal aimed at consolidating its leadership in the digital transaction management software sector, global private investment firm Bain Capital is to acquire Italian software developer Namirial from European asset manager Ambienta for $1.2bn.

The financial terms of the transaction have not been disclosed.

Founded in 2000 in Italy, Namirial is operating today in over 85 countries, employing approximately 1000 people. Together with its international network of over 1000 strategic partners, Namirial serves thousands of customers worldwide, processing several million transactions every day.

The company has successfully expanded its product offerings and market presence through both organic growth and strategic acquisitions, with a strong core market presence in Italy and growing international reach across Europe.

“Ambienta has been an invaluable partner in driving our growth and innovation,” said Max Pellegrini, chief executive of Namirial. “Now we are thrilled to welcome Bain Capital as a strategic partner as we embark on the next phase of our journey.

Founded in 1984, Bain Capital is one of the world’s leading private investment firms. Its global platform invests across five focus areas: private equity, growth & venture, capital solutions, credit & capital markets, and real assets.

“With Bain Capital's support and expertise, we are poised to elevate our business to new and exciting heights, driving innovation, and setting industry standards,” continued Mr Pellegrini. “Together, we are well-equipped to unlock our full business potential and shape the future of our industry.”

The partnership between Namirial and Bain Capital aims to capitalise on regulatory tailwinds and growing demand for secure and compliant digital transactions in an increasingly digital world.

“This investment further builds on our successful technology and Italian franchises,” said Giovanni Camera, a partner at Bain Capital. “Namirial stands out with its impressive track record of sustained growth and relentless innovation in the digital transaction management space.”

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

Enrico Giacomelli, founder of Namirial, concluded: “We are very excited about what the future holds for us and believe that Bain Capital is the ideal partner to support us in our next stage of growth and to create the global industry champion.”

News: Bain Capital to acquire Namirial