Oct 27, 2017

Axios Pro Rata

By Dan Primack
Dan Primack

Friday greetings from the home office. Wanted to let you know that I'll be helping to judge the SheDemos 2017 event in Boston next Wednesday night, and also will interview Kim-Thu Posnett, global head of Internet investment banking at Goldman Sachs, at the Virtuous Circle Summit in San Francisco on 11/14. Hope to see some of you there. Okay, here we go...

Top of the Morning

Silicon Valley cybersecurity company ForeScout last night raised $116 million in its IPO, pricing 5.3 million shares at $22 each. By most measures it was a roaring success, given that the company had only planned to offer 4.8 million shares at between $20 and $22. Initial market cap of $806 million, and a fully-diluted market value of $1.23 billion.

But there is a bit of a catch, related to the fine print on its company's final round of venture funding, a $79 million Series G infusion led by Wellington Management in early 2016.

  • Please explain: The Series G stock was sold at $23.73 (split-adjusted), an included a quasi-ratchet provision whereby Forescout must issue Wellington additional common stock if the IPO priced below $29.66 per share (which, of course, it did). Earlier investor Aspect Ventures gets a bit of make-up too, but all the other pre-IPO shareholders get diluted a bit (as noticed by the folks at EquityZen).
  • Lesson learned: That Series G round gave Forescout a post-money valuation of $1 billion, which enabled it to get extra headlines. But the structure piper must eventually be paid and, for Forescout, the bill came due today.

• Gaming the quants: A small British software company saw its shares climb 394% yesterday after adding the word "blockchain" to its name.

• Fundraising: KKR said in its earnings call yesterday that it is raising its second energy fund (the debut one was capped at $2b) and that it is pre-marketing a new infrastructure vehicle.

• Today in SoftBank: Masa Son got some tongues wagging earlier this week when he said that Vision Fund already had generated $3 billion in profits.

  • Concentration: The $3 billion relates to SoftBank's purchase of a 5% stake in Nvidia back in January. Those shares were later transferred into Vision Fund at cost.

• Trumpland: Wilbur Ross told CNBC this week that the U.S. does not plan to offer any meaningful concessions in its NAFTA negotiations with Canada and Mexico: "We're asking two countries to give up some privileges that they have enjoyed for 22 years. And we are not in a position to offer anything in return."

• Have a great weekend... Go Pats!


CVS Health (NYSE: CVS) has offered to buy health insurer Aetna (NYSE: AET) for around $66 billion, as first reported by the WSJ. The bid would be for at least $200 per share, which is nearly a 25% premium to where Aetna stock was trading before the news broke.

  • Why it's the BFD: Other than the $66 billion? Okay, because this is part of a broader healthcare industry push toward vertical consolidation. Plus, adding Aetna would help better protect CVS from Amazon, which just yesterday gained approval in several states to become a wholesale pharma distributor?
  • Context: In addition to yesterday's Amazon news was Trump's opioid announcement, a double whammy that hammered pharmacy stocks (see Final Numbers below).
  • Bottom line: "CVS and Aetna don't have a lot of overlapping businesses, making it appear the deal would have better odds of passing antitrust muster than Aetna's failed deal for Humana. The companies do, however, have sizable footprints in Medicare Part D prescription drug plans.. [and] Trump made it clear in his latest executive order that his administration will "focus on promoting competition in health care markets and limiting excessive consolidation." The CVS-Aetna deal is a direct challenge to that order." — Bob Herman, Axios
Venture Capital Deals

• Carousell, a Singapore-based mobile listing service for secondhand goods and services, has raised between $70 million and $80 million in Series C funding, per TechCrunch. Existing backers include Rakuten, Sequoia Capital, Golden Gate Ventures and 500 Startups. http://axios.link/uksx

• City Cloud International, a Chinese cloud computing startup, has raised $30 million in Series B funding co-led by Cisco Investments and Country Garden Holdings. http://axios.link/TZrn

• Amperity, a Seattle-based customer data platform, has raised $28 million in Series B funding. Tiger Global Management led the round, and was joined by return backer Madrona Venture Group. http://axios.link/SxAg

• SoundAI, a Beijing-based developer of acoustic technologies, has raised $15 million in new equity and debt funding. Backers include Baidu, Aplus Capital, Frees Fund, Linekong Interactive Group and the Bank of Beijing. http://axios.link/TZrn

🚑 UDental, a Chinese dental clinic chain, has raised $9.7 million in Series B funding led by Matrix Partners China.

• JazzHR, a Pittsburgh-based provider of recruiting solutions for SMEs, has raised $6.6 million in new VC funding. Volition Capital led the round, and was joined by return backers Birchmere Ventures and Rincon Venture Partners. http://axios.link/ADFe

• Stardog Union, an Arlington, Va.-based developer of enterprise knowledge graph technology, has raised $6 million in Series A funding. Grotech Ventures led the round, and was joined by return backers Core Capital and Boulder Ventures. www.stardog.com

• Scoutible, a San Francisco-based gaming platform for discovering talent, has raised $5 million in seed funding. Learn Capital and Mark Cuban co-led the round, and were joined by NEA, Great Oaks Venture Partners, Stanford StartX and Mindset Ventures. http://axios.link/ucUr

Private Equity Deals

• CVC Capital Partners has agreed to acquire TMF Group, a Dutch provider of regulatory compliance and administrative services, from DH Private Equity for €1.75 billion. TMF had been planning for a London IPO, which now will be scrapped. http://axios.link/GVMA

• Marlin Equity Partners has acquired Logi Analytics, a McLean, Va.-based provider of business intelligence and analytics solutions for software managers and developers. www.logianalytics.com

• Prime Risk Partners, an Alpharetta, Ga.-based portfolio company of Thomas H. Lee Partners, has agreed Gunn Steers, a New York-based insurance broker focused on financial institutions and asset management companies. www.primeriskpartners.com

• Sycamore Partners is in talks to acquire some assets from troubled department store chain Bon-Ton Stores (Nasdaq: BONT), according to Bloomberg. http://axios.link/XG4E

• Vista Equity Partners has agreed to acquire Datto, a Norwalk, Conn.-based provider of business data protection solutions that had raised over $100 million from firms like General Catalyst. Vista will combine Datto with existing portfolio company Autotask. http://axios.link/Uxnu

Public Offerings

• Razer, a San Francisco and Singapore-based gaming hardware maker, next week will launch a Hojng Kong IPO that could raise up to $550 million. The company has raised around $800 million in private funding, from firms like Intel Capital, Horizons Ventures, Digital Grid, Redmount Ventures, Binary Capital and Voyager Equity. http://axios.link/QAnH

• Zscaler, a San Jose, Calif.-based "security-as-a-service" company, has confidentially filed for an IPO, according to TechCrunch. It has raised around $180 million in VC funding, most recently at a $1 billion valuation, from firms like TPG Growth, EMC Ventures, Dell Technologies Capital, Lightspeed Venture Partners and CapitalG. http://axios.link/r7D1

Liquidity Event

• Sverica Capital Management has agreed to sell Syscon Justice Systems, a Canadian provider of offender management software, to N. Harris Computer, a unit of Constellation Software (TSX: CSU). www.syscon.net

More M&A

• Clariant (Swiss: CLN) has abandoned its proposed $20 billion merger with U.S. chemicals company Huntsman Corp. (NYSE: HUN), due to activist investor opposition. http://axios.link/vof6

• HNA Group is in talks to acquire a control stake in Chinese e-commerce company Dangdang, which was taken private last year by its founders, for more than $1 billion, according to Reuters. http://axios.link/tPft

🚑 Impact Biomedicines, a San Diego-based cancer drug developer, has raised $90 million in structured financing with Oberland Capital. http://axios.link/EyYs


• China Everbright and Walden International have teamed up to launch a $500 million fund focused on semiconductor and semiconductor supply chain startups. http://axios.link/M39g

• Dymon Asia Private Equity is in talks to raise more than $300 million for its second fund, per DealStreetAsia. http://axios.link/fRFK

• FPE Capital, a British growth equity firm focused on the lower middle-markets, has closed its debut fund with £100 million in capital commitments. www.fpecapital.com

• MedMen is targeting $250 million for its second cannabis-focused private equity fund, according to Bloomberg. http://axios.link/Iiax

It's Personnel

• Devang Mehta has joined India-based Anthill Ventures as a venture partner. He previously was a partner with Pravega Venture Partners.

Final Numbers
Dan Primack