Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Aussie PE outfit BGH Capital and consortium partner Sixth Street have increased their offer for NZ church donations group <a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a>, gaining the support of its major shareholders.</li>
<li>The consortium, Pegasus Bidco, will pay $NZ1.42/share, an 6% increase over the previous Offer which failed to muster investor support at the 3 March Scheme Meeting. </li>
<li>The revised Offer is around the mid-point of the independent expert's assessed valuation range of $NZ1.33 to $NZ1.53/share.</li>
</ul>


Aussie PE outfit BGH Capital and consortium partner Sixth Street have increased their offer for NZ church donations group Pushpay Holdings (PPH NZ), gaining the support of its major shareholders.
The consortium, Pegasus Bidco, will pay $NZ1.42/share, an 6% increase over the previous Offer which failed to muster investor support at the 3 March Scheme Meeting. 
The revised Offer is around the mid-point of the independent expert's assessed valuation range of $NZ1.33 to $NZ1.53/share.


Pushpay: Large & "Sophisticated Shareholders" Back Pegasus' Revised Offer

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>Shareholders representing around 12.6% of outstanding shares have stated that they will vote against <a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a>’s NZ$1.34 offer from Sixth Street/BGH (scheme vote on 3 March). </li>
<li>The NO votes will need a less than 63% turnout to block the scheme. A 5% bump (NZ$1.41) would be in line with the IE’s valuation mid-point at current FX.</li>
<li>Sixth Street/BGH have taken issue with the IE’s valuation (unsuitable FX rates and optimistic forecasts) and have got proxy advisors' support. Therefore, a bump is not a sure thing. </li>
</ul>


Shareholders representing around 12.6% of outstanding shares have stated that they will vote against Pushpay Holdings (PPH NZ)’s NZ$1.34 offer from Sixth Street/BGH (scheme vote on 3 March). 
The NO votes will need a less than 63% turnout to block the scheme. A 5% bump (NZ$1.41) would be in line with the IE’s valuation mid-point at current FX.
Sixth Street/BGH have taken issue with the IE’s valuation (unsuitable FX rates and optimistic forecasts) and have got proxy advisors' support. Therefore, a bump is not a sure thing. 


Pushpay (PPH NZ): Proxy Advisors Say Yes but Several Shareholders Say No

<ul>
<li>The Scheme Meeting for BGH/Sixth Street's NZ$1.34/share Offer for church donor management play <a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a> will take place on the 3 March.</li>
<li>Accident Compensation Corporation (ACC), holding 6.2% of shares out, said it will vote against the Scheme. Nikko Asset Management (1.4%) also said they will reject the Offer. </li>
<li>Shares have wobbled and are now 5.5% adrift of terms. BGH/Sixth Street still has the flexibility to bump.</li>
</ul>


The Scheme Meeting for BGH/Sixth Street's NZ$1.34/share Offer for church donor management play Pushpay Holdings (PPH NZ) will take place on the 3 March.
Accident Compensation Corporation (ACC), holding 6.2% of shares out, said it will vote against the Scheme. Nikko Asset Management (1.4%) also said they will reject the Offer. 
Shares have wobbled and are now 5.5% adrift of terms. BGH/Sixth Street still has the flexibility to bump.


Pushpay Holdings: ACC & Nikko Say No To Scheme

<ul>
<li>
<a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a>’s NZ$1.34 offer from Sixth Street/BGH is barely within the IE’s valuation range of NZ$1.33-1.53 per share. There is no “fair and reasonable” statement from the IE.</li>
<li>Astonishingly, Sixth Street/BGH wrote to the Takeovers Panel to raise concerns about the IE’s report. The Takeovers Panel concluded that the IE report is not misleading or deceptive. </li>
<li>A relatively concentrated register poses a risk, particularly considering the IE’s valuation range and the re-rating of a key peer. While possible, the probability of a bump is low. </li>
</ul>



Pushpay Holdings (PPH NZ)’s NZ$1.34 offer from Sixth Street/BGH is barely within the IE’s valuation range of NZ$1.33-1.53 per share. There is no “fair and reasonable” statement from the IE.
Astonishingly, Sixth Street/BGH wrote to the Takeovers Panel to raise concerns about the IE’s report. The Takeovers Panel concluded that the IE report is not misleading or deceptive. 
A relatively concentrated register poses a risk, particularly considering the IE’s valuation range and the re-rating of a key peer. While possible, the probability of a bump is low. 


Pushpay (PPH NZ): Scheme Vote on 3 March but Deal Risks Are Emerging

<ul>
<li>Back on the 28 October, church donor management play <a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ/PPH AU)</a> announced a Scheme with BGH/Sixth Street at NZ$1.34/share,  a 30.1% premium to undisturbed.</li>
<li>The Scheme Booklet is now out. The shareholder meeting will take place on the 3 March. The independent advisor concluded the Offer price is within its valuation range. </li>
<li>Assuming 11 April payment, this is trading at a gross/annualised spread of 3.0%/18.0%.</li>
</ul>


Back on the 28 October, church donor management play Pushpay Holdings (PPH NZ/PPH AU) announced a Scheme with BGH/Sixth Street at NZ$1.34/share,  a 30.1% premium to undisturbed.
The Scheme Booklet is now out. The shareholder meeting will take place on the 3 March. The independent advisor concluded the Offer price is within its valuation range. 
Assuming 11 April payment, this is trading at a gross/annualised spread of 3.0%/18.0%.


Pushpay Holdings: 3rd March Scheme Meeting. IA Says Fair

United States

Blackbaud, Inc. provides software and related services designed specifically for non-profit organizations. The Company's products and services enable non-profit organizations to increase donations, reduce fundraising costs, improve communication with constituents, manage their finances, and optimize internal operations.

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Blackbaud Inc (BLKB US)

Pushpay: Large & "Sophisticated Shareholders" Back Pegasus' Revised Offer

This revised Scheme is done. Currently trading tight at a 1.4%/8% gross/annualised spread assuming payment late May. Not a lot in it - buy here and...

David Blennerhassett

Pushpay (PPH NZ): Proxy Advisors Say Yes but Several Shareholders Say No

The vocal NO camp could force a bump. However, Sixth Street/BGH had sufficient warning signs and time to avoid this unpleasant standoff. Difficult...

Arun George

Pushpay Holdings: ACC & Nikko Say No To Scheme

BGH/Sixth Street needs to bump - ~5% - otherwise, this will be a very close run thing. It needn't be so. This consortium has been running a ruler...

David Blennerhassett

Pushpay (PPH NZ): Scheme Vote on 3 March but Deal Risks Are Emerging

The offer barely manages to get into the IE’s valuation range. Sector re-rating adds to the deal's uncertainty. The gross spread of 3.1% is an...

Arun George

Pushpay Holdings: 3rd March Scheme Meeting. IA Says Fair

The shareholder meeting will take place on the 3 March. The independent advisor concluded the Offer price is within its valuation range. Trading at...

David Blennerhassett

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