Daiwa Securities Group Inc has agreed to buy Sagent Advisors and Signal Hill Holdings LLC. Financial terms weren’t announced although press reports pegged the deal at 10 billion yen ($90 million). Both Sagent and Signal Hill are U.S. investment banks. Morrison & Foerster LLP provided legal advice to Daiwa, while Gibson, Dunn & Crutcher LLP acted as the attorney for Sagent and DLA Piper (US) LLP for Signal Hill.
NEW YORK, NY – Daiwa Securities Group Inc. (“Daiwa”), a premier global financial services company (TSE: 8601), announced it has entered into definitive merger agreements to acquire both Sagent Advisors (“Sagent”) and Signal Hill Holdings LLC (“Signal Hill”), strengthening Daiwa’s global advisory business by combining operations to form a new North American-focused M&A advisory firm to be called “DCS Advisory,” which would be the result of the anticipated post-closing integration and combination of Sagent and Signal Hill.
Under the agreements, an affiliate of Daiwa would acquire the remaining equity interests of Sagent which are not already owned by Daiwa, thereby strengthening the 10-year strategic partnership between the two companies. Daiwa will separately and in conjunction with this agreement acquire Signal Hill, a leading advisory boutique serving the growth economy.
Following the close of the transactions, and subject to all necessary regulatory approvals, Sagent and Signal Hill will combine operations to represent the North American portion of Daiwa’s global advisory business as a single firm to be known as “DCS Advisory,” which will focus on providing quality M&A advice and private capital raising for the companies powering the growth economy. DCS Advisory will operate out of eight offices in the US including Baltimore, Boston, Chicago, Nashville, New York, Northern Virginia and San Francisco, led by senior bankers with deep sector knowledge over a wide breadth of industry verticals.
DCS Advisory will be led by an Operating Committee consisting of two representatives from each of Sagent’s and Signal Hill’s senior management teams. Scott Wieler, the Founder and Chairman of Signal Hill, will serve as Chairman of DCS Advisory. Joe Donohue and Bill Kohr, Sagent’s current Co-Chief Executive Officers, will serve as Co-Presidents of DCS Advisory. Eric Edmondson, a Managing Director of Signal Hill, will serve as Vice Chairman of DCS Advisory. Herald L. Ritch, Founder and Executive Chairman of Sagent, will continue to actively serve in the combined company as Founder.
President and CEO of Daiwa Securities Group, Seiji Nakata, said: “Expanding our company’s M&A advisory business continues to be core to our strategic growth. Cross-border M&A involving Japanese corporates has grown significantly over the past 10 years and we believe that this transaction is an excellent opportunity to bolster our global advisory capabilities with two strong and distinguished North American investment banks.”
Scott Wieler, Founder and Chairman of Signal Hill, said: “This merger marks an exciting development for our firms. With our complementary industry expertise, common ‘client-first’ culture, and expanded scale and geographic reach, we can offer clients truly unmatched capabilities and expert guidance. I’m proud of what Signal Hill has achieved on behalf of clients and am looking forward to building DCS Advisory into a leading investment banking advisory firm with a truly global reach.”
Joe Donohue and Bill Kohr, Co-Chief Executive Officers of Sagent, said: “As a result of this combination, DCS Advisory will offer an expanded range of industry coverage, with enhanced capability with regard to technology trends impacting a wide variety of sectors. Our broad sector expertise and deep industry knowledge perfectly complements Signal Hill’s strong position in advising companies in the growth economy. We are very excited to bring this innovative combination to our clients to offer them preeminent advisory service.”
Herald L. Ritch, Founder and Executive Chairman of Sagent said: “Since its founding in 2004, Sagent’s top priority has been providing outstanding service to our clients. Joining with Signal Hill and strengthening our partnership with Daiwa will allow us to continue that mission over an even wider breadth of sectors and geographies, as we continue pursuing our objective of helping our clients achieve their most important goals.”
The transaction is subject to regulatory approval and other customary closing conditions and is expected to close in the third or fourth quarter of 2017. The contemplated post-closing integration and combination of Sagent and Signal Hill to form DCS Advisory, including the obtaining of necessary regulatory approvals, is generally expected to occur during 2018.
Legal advisors on the transaction included Morrison & Foerster LLP for Daiwa; Gibson, Dunn & Crutcher LLP for Sagent; and DLA Piper (US) LLP for Signal Hill.