Happy Wednesday. Here’s what we’ve got today…

• A look at Bain and KKR’s nuanced fight to take control of Fuji Soft

• Plus, a pair of accounting deals for Centerbridge, Bessemer, Investcorp, and PSP — in case you missed it, here’s our story earlier this month on private equity in accounting

White knight rejected:

KKR and Bain Capital's back-and-forth to acquire Fuji Soft has become abnormally competitive for a Japan M&A market that's used to more staid dealmaking.

On Friday, KKR announced an increased offer of ¥9,451 per share, just ¥1 more than a competing Bain bid. Fuji Soft's board responded by rejecting Bain's proposal and endorsing KKR's offer, which is supported by activist shareholders 3D Investment Partners and Farallon Capital Management.

The process started in August when 3D Investment Partners, the company's largest shareholder, proposed that Fuji Soft go private (against the wishes of management, according to the company's founder) and initiated discussions with potential buyers for its stake. Following the outreach, 3D reached an agreement with KKR, which then launched a tender offer for Fuji Soft at ¥8,800 per share.

With Fuji Soft in play, Bain separately aligned with company founder Hiroshi Nozawa, who controls an 18.5 percent stake and had been critical of KKR's approach.

Bain submitted a non-binding proposal with a 7 percent higher price than KKR's initial offer. In tandem, Nozawa sent a letter to the board expressing his support for Bain and sharing his “strong sense of discomfort about the way in which Fuji Soft is being led to go private."

In response, KKR restructured its tender offer to split it into two parts: the first phase of the offer was accelerated and immediately acquired the stakes held by 3D and Farallon, while the second phase remained open for all other shareholders.

With around one-third of outstanding shares under its control, KKR’s first phase ensured Bain would be unable to build a stake large enough to push through its own deal.

Bain countered by replacing its initial non-binding proposal with a new binding offer at the same price, telling the board that the firm “continues to support Fuji Soft as a white knight to the management and founder of the company.”

But, with Friday’s matching bid from KKR removing price differentiation, the board made its decision in favor of the original suitor and rejected Bain.

At this point, Bain could still decide to submit another improved offer, but the question of hostility has become somewhat muddled. Though the firm still has the backing of the company’s founder, any new bid would go against the board's decision.

To some, a white knight, but to others, a barbarian at the gate?

Whoever wins will pick up a target that has a strong core cloud software business. The sweetener, though, is the company's real estate assets. A key part of 3D's initial activist strategy, Fuji Soft's real estate portfolio is worth close to $1 billion and would likely be monetized post-acquisition.

• Blackstone agreed to acquire the 2,800-location sandwich chain Jersey Mike's Subs for around $8 billion.

• AeroVironment agreed to acquire BlueHalo, a drone swarm and counter-drone systems provider, for $4.1 billion from Arlington Capital Partners.

• Nordic Capital is in advanced talks to acquire Anaqua, a Boston-based intellectual property software platform for law firms, from Astorg Partners for around $2.5 billion, per Reuters.

• Amcor agreed to acquire Berry Global, a consumer and healthcare packaging manufacturer, for $8.4 billion in an all-stock deal.

• Spanish pharmaceutical company Grifols rejected a €6.45 billion takeover offer from Brookfield Asset Management, saying the proposal undervalues the company.

• SailPoint Technologies, a Thoma Bravo-owned enterprise security software business, has picked Goldman Sachs and Morgan Stanley to lead its planned 1H’25 IPO.

• Sentinel Capital Partners acquired NSI Industries, a manufacturer and distributor of electrical and HVAC components, from Odyssey Investment Partners.

• Prosperity Asset Management and Kuvare Holdings acquired minority stakes in real estate investment firm Evergreen Residential Holdings as part of a $1 billion capital raise.

• Investcorp and PSP Investments agreed to acquire a stake in PKF O'Connor Davies, a New York-based accounting firm.

• Orla Mining (TSX: OLA) agreed to acquire Ontario-based Musselwhite Gold Mine for $850 million from Newmont (NYSE: NEM).

• Centerbridge Partners and Bessemer Venture Partners agreed to acquire a majority stake in accounting and professional services firm Carr, Riggs & Ingram.

• DT Midstream agreed to acquire three natural gas pipelines from ONEOK (NYSE: OKE) for $1.2 billion.

• Rubis SCA, a French fuel distribution company trading at a market value of around $2.6 billion, is considering a sale and has reached out to potential suitors to gauge interest, per Bloomberg.

• International Resources Holding is in talks to acquire a stake in Alphamin Resources (TSX: AFM), a tin producer operating in the Democratic Republic of Congo, from Denham Capital.

• Abu Dhabi Investment Authority and GIC are in advanced talks to acquire a minority stake in Pye-Barker Fire & Safety, a fire safety service provider, from Leonard Green & Partners and Altas Partners at a valuation north of $6 billion.

• Cirsa Enterprises, a Blackstone-owned Spanish casino operator, is preparing for a possible 2025 IPO that could raise up to €1 billion.

• Shore Capital Partners recapitalized Point C, a Chicago-based third-party administrator for self-insured employers.

• QXO submitted a $6.7 billion takeover bid for Beacon Roofing Supply (Nasdaq: BECN), per The Wall Street Journal.

• Charlesbank Capital Partners acquired IMPLAN, a provider of economic impact data and analytical software, from Boathouse Capital.

• MidOcean Partners acquired Arnott Industries, a manufacturer of suspension technologies for the automotive aftermarket, from Calera Capital.

• Multiple private equity suitors are in talks to acquire Compass Minerals (NYSE: CMP), a producer with an aborted lithium-mining project, at a valuation of around $1.4 billion, per Reuters.

• Silver Point Capital raised $8.5 billion for its third middle market direct lending fund.

• Bain Capital raised $5.7 billion for its second Global Special Situations Fund, part of a broader $9 billion fundraising effort that includes previously closed regional special situations funds for Asia and Europe.

• Frazier Healthcare Partners raised $2.3 billion for its 11th growth buyout fund focused on middle market healthcare investments.

• Redwood Capital Management is raising $2.25 billion for its next drawdown fund targeting distressed debt and special situations opportunities.

• Enlightenment Capital raised $825 million for its fifth fund focused on aerospace, defense, and GovTech investments.

• Rubicon Technology Partners raised $500 million for a single-asset continuation fund for inventory management software provider Cin7, led by CVC Secondary Partners alongside Ares Management, BlackRock, Goldman Sachs Asset Management, and Schroders Capital.

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