Status Update: Withdrawn, Prefiling, and Clearance
Acquirer: Golden Gate Capital (US); GIC Pte. Ltd. (Singapore)
Acquired: NeuStar, Inc. (US)
Value: Approx. US$2.9 billion
Industry: Technology Services
UPDATE: “On June 12, 2017, NeuStar received written notification from the Committee on Foreign Investment in the United States (“CFIUS”) that it will not take action to prevent the transactions contemplated by the Merger Agreement from being consummated.” (NeuStar Form 8-K, June 13, 2017, SEC Filing.) The CFIUS clearance was a condition to closing the transaction under the terms of the merger agreement, entered on December 14, 2016. (See Agreement and Plan of Merger, NeuStar Form 8-K, Ex-2.1, Section 6.1(f), Dec. 14, 2016, SEC Filing.) Because the parties filed their draft joint voluntary notice with CFIUS on February 3, 2017 (see blog posts below), the 30 day review period and 45 investigation period (see CFIUS overview presentation here) very likely expired prior to June. Because of this timeline, the parties likely withdrew and refiled their notice.
Posted on February 14, 2017
Status: New Filing
According to a NeuStar, Inc., regulatory filing, “[o]n February 3, 2017, the parties filed a draft notification form with CFIUS,” in connection with NeuStar’s acquisition by Golden Gate Capital and GIC Special Investments Pte. Ltd. (“GIC SI”, the “the private equity arm of GIC”). (NeuStar, Schedule 14A, Feb. 3, 2017, SEC Filing.) The SEC filing further stated that the regulatory requirement of “CFIUS Approval [was] due to GIX SI’s foreign status.” (Id.)
Posted on December 23, 2016
Status: Upcoming/New Filing
On December 14, NeuStar, Inc., a Virginia based technology company, announced that it entered an agreement to be acquired by an investment group led by Golden Gate Capital, a U.S. private investment firm. (See NeuStar Press Release, Dec. 14, 2016.) The announcement also stated that an affiliate of GIC Pte. Ltd., a Singapore investment fund that manages the government of Singapore’s foreign reserves, is one of the investors that will have a minority stake. (See id.) According to the Agreement and Plan of Merger, approval from the Committee on Foreign Investment in the United States (CFIUS) is a condition to closing the transaction. (See Agreement and Plan of Merger, NeuStar Form 8-K, Ex-2.1, Section 6.1(f), Dec. 14, 2016, SEC Filing.)
NeuStar provides various services, such as data sets and proprietary real-time analytics to promote and protect businesses; proprietary cloud-based platforms; a comprehensive suite of marketing services and IT security solutions. (NeuStar Form 10-K, Feb. 29, 2016, SEC Filing.) NeuStart also “provide[s] communications service providers in the United States critical infrastructure that enables the dynamic routing of calls and text messages.” (Id.)
