ServiceTitan is expected to be one of the very few "unicorns" to go public in 2024, with its IPO roadshow likely to launch within the next week.

• One reason is that ServiceTitan should go public. The tradesperson SaaS company was founded in 2007 and generated $614 million in revenue during its most recent fiscal year (31% YoY growth). Still no profits, but that's not been a traditional impediment for tech IPOs.
• Perhaps the bigger reason is that ServiceTitan needs to go public, due to an onerous antidilution term tucked into its Series H fundraising round led by TPG.

Zoom in: The term in question is a ratchet, which effectively would make TPG and other Series H invstors whole were ServiceTitan to go public below the Series H share price.

• This was common in ZIRP-era growth rounds, as startups were eager to maintain their inflated valuations (or at least most of them, since ServiceTitan was actually valued higher in its Series F and Series G rounds).
• This ratchet, however, compounds at 11% per year if ServiceTitan didn't go public within 18 months (i.e., May 2024).

To sum up: The lower the IPO price, the more shares go to Series H investors (and away from other existing shareholders). The longer ServiceTitan waits to go public, the wider that delta grows.

• It is, as venture capitalist Bill Gurley recently noted in a podcast, a massive misalignment of interests. Meritech Capital also published a smart breakdown of the math.

The big picture: Right now, the dilution impact is fairly minimal. But given the ratchet's compounding nature, that could change in a hurry were ServiceTitan to stay private longer.

What to watch: How many other compounding ratchet time bombs are out there in unicorn-land, and if that is what finally unclogs the IPO pipeline.

Elon Musk on Friday filed for a preliminary injunction to stop OpenAI from transitioning into a for-profit entity, arguing that OpenAI might otherwise "lack sufficient funds" were the court to eventually rule in Musk's favor.

Why it's the BFD: OpenAI told investors in its recent $6.6 billion funding round that they could get their money back, upon request, if the structural switch isn't completed within two years.

Zoom in: Plaintiffs include Musk and xAI, while defendants include OpenAI, Sam Altman, Reid Hoffman, and Microsoft.

• In a statement, OpenAI called Musk's effort "utterly without merit."

Elsewhere: Fidelity's mutual funds marked up the value of their xAI shares by around 70% in October, which may have contributed to their 32% markup of X Holdings (fka Twitter) shares.

The bottom line: One of Musk's arguments is that OpenAI violated antitrust law by asking its investors to abstain from backing competitors, including xAI. If a court agrees, that could upend an unwritten rule of venture capital.

• Public, a New York-based investing platform, raised $105m in Series D-2 funding led by insider Accel. It also secured $30m in debt. axios.link/3CRgC9b

• Upwind, a cloud security startup, raised $100m in Series A funding. Craft Ventures led, and was joined by TCV, Alta Park Capital and insiders Greylock, Cyberstarts, Leaders Fund, Cerca, and Sheva. axios.link/4ggOzP9

• 9fin, a London-based analytics platform for debt capital markets, raised $50m in Series B funding. Highland Europe led, and was joined by insiders Spark Capital, Redalpine, Seedcamp, 500 Startups, and Ilavska Vuillermoz Capital. axios.link/3VdoQib

• S.MPLE, a sales app for real estate brokers, raised $45m from Camber Creek and Left Lane Capital. axios.link/3Zv8cNE

🌎 Predium, a German provider of ESG management solutions for real estate and finance, raised €13m in Series A funding. Norrsken VC led, and was joined by insiders UVC Partners, b2venture, and Mutschler Ventures. axios.link/4geVUys

• Coding Giants, a Polish teacher of coding skills for kids and teens, raised €8.5m led by True Global Ventures. axios.link/49jvoBG

• AnyKrowd, a Belgian provider of live event crowd management tech, raised €4m in Series A funding led by Finance&invest Brussels. axios.link/4fXbaR6

🌎 Darwin, a French provider of nature data analysis startup, raised €1.5m led by Astérion. axios.link/3ZdrS7q

• Margarita Finance, a Solana-based platform for structured investment products, raised $1m in pre-seed funding from backers like Tomahawk VC and Outrun Ventures. margarita.finance

• ABC Technologies, a Canadian portfolio company of Apollo Global Management and Oaktree Capital Management, agreed to buy British auto components supplier TI Fluid (LSE: TIFS) for £1.04b. axios.link/4ggs0tX

🚑 Aster DM Healthcare, a listed Indian hospital operator, agreed to merge with Blackstone-backed Quality Care India. Aster will hold around a 57% stake in the combined entity. axios.link/49irCsg

🚑 Astorg completed its take-private buyout of Hamilton Thorne, and also bought the reproductive health business of Cook Medical. axios.link/3CNb4fV

🏀 Avenue Sports Fund invested in Unrivaled, the new 3-on-3 women's basketball league. axios.link/3D3lisB

🚑 CVC Capital Partners completed its $925m purchase of Therakos, a developer of extracorporeal photopheresis delivery systems for immunomodulatory therapies, from Ireland's Mallinckrodt. mallinckrodt.com

⚡ EQT and GIC agreed to buy a majority stake in British smart metering company Calisen for around €4b from BlackRock, Goldman Sachs, and Mubadala. axios.link/4eU93Ml

• ESR Group (HK: 1821), a real estate fund manager, is in advanced talks to be taken private for over $7b, per Reuters. The buying group includes Starwood Capital Group, Warburg Pincus, Sixth Street, SSW Partners and Qatar Investment Authority. axios.link/3ZcOuFi

• Fortress Investment Group acquired Gyptech, a Canadian provider of gypsum wallboard and asphalt-shingle manufacturing equipment and services. gyptech.com

• FountainVest Partners and Unison Capital acquired Japanese jeweler Tasaki & Co. from MBK Partners for around $660m, per Bloomberg. axios.link/3OC1JKJ

• I Squared Capital made a takeover offer for Hong Kong broadband provider HKBN (HK: 1310), which is slightly above an earlier offer from China Mobile, per Bloomberg. axios.link/4eS0GkB

• Macquarie Asset Management offered to buy U.K. waste management company Renewi (LSE: RWI) for £701m. axios.link/4g3ZNXe

• Pacific Equity Partners agreed to buy the Australian business of Singapore Post, a listed postal and e-commerce logistics provider, for over US$650m. axios.link/3CPZL6W

• Qatar Investment Authority agreed to buy around a 30% stake in the Audi Formula One racing team. axios.link/416IQXM

• Telefónica (Madrid: TEF) said the sale of its Peru fiber optic network to KKR and Chile's Entel, first announced in July 2023, has collapsed. axios.link/49eUDFi

🌷 TPG is in advanced talks to buy a control stake in Vietnamese floricultural business Hasfarm at around a $500m valuation from backers like Lombard Investments, per Bloomberg. axios.link/3ZdXGZV

• Valsoft, a Montreal-based acquisition platform backed by Coatue Management and Viking Global Investors, bought Pinpoint Global, a U.K. provider of compliance management software for the financial services and health markets. valsoftcorp.com

No companies are expected to price IPOs this week on U.S. exchanges.

🐔 Alwatania, a Saudi poultry producer, hired BSF Capital to explore a sale that could fetch over $530m, per Bloomberg. axios.link/41fcIkS

• FineToday, a Japanese personal care products maker that's owned by CVC Capital Partners, postponed its Tokyo IPO due to "market conditions." axios.link/4geCkCx

• Nice One Beauty, a Saudi online cosmetics retailer, plans to raise up to $332m in a Riyadh IPO this year. axios.link/4gacFLh

• EQT sold British parcel delivery marketplace Parcel2Go to an undisclosed investor group. parcel2go.com

• Great Hill Partners sold Mission Cloud Services, a Beverly Hills, Calif.-based provider of cloud managed services and consulting, to CDW (Nasdaq: CDW). missioncloud.com

• ICAMAP and Ivanhoe Cambridge are in talks to sell U.K. budget travel company EasyHotel, which could fetch more than £400m, per Bloomberg. axios.link/3CUIysS

• Direct Line Insurance Group (LSE: DLG) rejected a £3.28b takeover offer from Aviva (LSE: AV). axios.link/41bNtQ8

⚡ Geopark (NYSE: GPRK) agreed to buy oil and gas production assets in Colombia from Repsol (Madrid: REP) for $530m. axios.link/3CRpDiR

• Heidelberg Materials of Germany agreed to buy Virginia-based cement producer Giant Cement for around $600m. axios.link/4f1DjEZ

• Holcim, the listed Swiss cement giant, agreed to sell its Nigerian business to China's Huaxin Cement Co. for $1b. axios.link/3CU3NuT

• Ipsos (Paris: ISOS) is considering a takeover offer for Kantar's TV ratings data, per Reuters. axios.link/41cq4y9

• Middleby (Nasdaq: MIDD) acquired Gorreri, an Italian maker of baking equipment. axios.link/4eUAxSc

• Nebius Group (Nasdaq: NBIS), a Dutch AI infrastructure company, secured a $700m private placement from an investor group that includes VC firm Accel, Nvidia, and Orbis Investments. axios.link/49fCqHE

• Northern Star Resources (ASX: NST) agreed to buy rival Australian gold producer De Grey Mining (AXX: DEG) for around A$5b. axios.link/49flBg4

• Supreme (LSE: SUP) bought U.K. tea brand Typhoo Tea out of bankruptcy for £10.2m. axios.link/41dsxZb

• Outliers VC is raising up to $60m for its second fund, per an SEC filing. outliers.vc

• Swish Ventures, led by former NBA player Omri Casspi, raised $60m for a new seed fund. axios.link/3OxmRBT

• Otto Donner joined Nuveen Private Capital as head of Nordics biz dev. He previously was with M&G Investments. axios.link/41kzF5U

• Piyush Gupta launched Kenro Capital, a growth secondaries firm focused on Southeast Asia. He previously was head of strategic development at Peak XV (fka Sequoia India). axios.link/3ZxbUGE

• Sriram Krishnan is stepping down as a partner with a16z after three years. He previously was in senior product positions at Twitter and Snap. axios.link/49eonSG