Axios Pro Rata

June 22, 2022
Top of the Morning
Illustration: Aïda Amer/Axios
Thoma Bravo this morning completed its $10.4 billion take-private acquisition of Anaplan, a San Francisco-based provider of business planning and performance management software.
Why it matters: The buyout was valued at $10.7 billion when first announced in March, or $66 per share vs. the $63.75 per share that the private equity firm ultimately paid. And that re-pricing has opened a lot of dealmaker eyes, given that it comes against the backdrop of plummeting tech valuations.
What to know: Sources close to Thoma Bravo insist that this isn't a macro story, pointing out that the firm recently closed on its $2.6 billion takeover of fintech company Bottomline at the original terms signed last December. Instead, they say it was an Anaplan-specific issue.
- But it's not quite so cut-and-dried.
Details: According to an SEC disclosure, Thoma Bravo objected to certain equity grants awarded by Anaplan's board of directors, which it claims violated an interim operating covenant between the two sides.
- Anaplan's board disagreed, suggesting the grants were immaterial and ordinary course of business. Moreover, it proposed what it called "a plan to avoid the economic impact of the interim equity award grants on Thoma Bravo."
- For context, we're talking relatively small dollars here. Just $32 million in equity grants above what was in the original agreement, almost all attributed to new hires ($137 million net, once forfeitures for departing employees was included, vs a $105 million pool).
A key passage from the filing reads: "A representative of Thoma Bravo emailed [Anaplan] asserting that Thoma Bravo believed (i) that the $105 million pool for additional equity awards agreed upon in the disclosure schedule to the Original Merger Agreement was already generous for the sign to close period, (ii) that the additional requested equity awards beyond such pool effectively represented a purchase price increase to Thoma Bravo, which was particularly concerning given the events that have transpired in the financial markets."
- Catch that last part? Perhaps this wasn't purely a macro story, but it sure seems to be primarily a macro story with some minor covenant violations as pretext.
Look ahead: Expect many buyers, both financial and strategic, to dig deep into what happened with Anaplan; as they seek to re-price their own deals.
The BFD
Illustration: Sarah Grillo/Axios
Veza, an enterprise cybersecurity startup focused on cloud permissions and access management, tells Axios it raised $5 million in new Series C funding from Blackstone at around a $500 million valuation.
Why it's the BFD: Many of the most devastating hacks, like the Colonial Pipeline ransomware attack, are born of one employee having amassed access to more data and systems than they require. Veza's SaaS provides companies with a dashboard that maps out all of those permissions, to help them better protect against single points of failure and to write new access rules.
Backstory: Blackstone originally worked with Veza as a customer, seeking better visibility into its Snowflake data lake. It then asked to invest, via a balance sheet investment group called Blackstone Innovation Investments (which also is how Blackstone first backed Cylance, before later leading a growth equity round).
- Veza didn't feel able to accept the full investment request from Blackstone, but did re-open its Series C round — which previously closed in April on around $48 million led by Accel.
- Overall, Veza has quietly raised $115 million.
The bottom line: "Identity and access management is something organizations are always trying to enhance and improve because, when you think about how breaches often occur, it's usually because they gain access to a regular user's credentials." — Adam Fletcher, Blackstone's chief security officer
Venture Capital Deals
• Personio, a Germran HR software provider, raised $200m at a $8.5b valuation led by Greenoaks. http://axios.link/7iZY
• Ataccama, a Toronto-based enterprise database management firm, raised US$150m from Bain Capital Tech Opportunities. http://axios.link/SO0S
• FalconX, a San Mateo, Calif.-based cryptocurrency exchange focused on institutional investors, raised $150m at an $8b valuation co-led by GIC and B Capital Group. http://axios.link/8OTA
🚑 Alladapt Immunotherapeutics, a Menlo Park, Calif.-based developer of prescription therapeutics for IgE-mediated food allergies, raised $119m. Elevate Sciences (formed by Patient Square Capital) led, and was joined by Gurnet Point Capital, Allerfund, Novartis, Red Tree Venture Capital and WestRiver Group. www.alladapt.com
• Prime Trust, a provider of infrastructure for digital asset services providers, raised over $100m in Series B funding from FIS, Fin Capital, Mercato Partners, Kraken Ventures, Commerce Ventures, William Blair & Co., Decasonic, University Growth Fund, Gaingels, GateCap Ventures and Seven Peaks Ventures. www.primetrust.com
• Ledger Investing, a New York-based online marketplace that connects capital with insurance risk, raised $75m in Series B funding. WestCap led, and was joined by Ontario Teachers' Pension Plan, Intact Insurance and insiders SignalFire, MassMutual Ventures, Allegis Capital and Accel. www.ledgerinvesting.com
• Playter, a London-based provider of BNPL solutions for SMEs, raised $55m in equity and debt funding from firms like Adit Ventures and Fasanara Capital co-led, and were joined by Fin Capital, Act VC and 1818 Ventures. www.playter.co
• Wahed, a New York-headquartered Islamic investment platform, raised $50m in Series B funding. Wa'ed Ventures led, and was joined by the Saudi Aramco Entrepreneurship Center. http://axios.link/TdXH
• Potloc, a Montreal-based tech-enabled consumer research startup, raised C$35m in Series B equity and debt funding. Investissement Québec led, and was joined by First Ascent Ventures, Brightspark Ventures, Desjardins Capital, Cap Horn, EcoFuel, BDC Capital and CICB Innovation Banking. www.potloc.com
🚑 Florence Healthcare, an Atlanta-based provider of clinical trial software, raised $27m in Series C-1 funding led by insider Insight Partners. www.florencehc.com
🚑 AiVF, an Israeli fertility tech startup, raised $25m from Insight Partners and Adam Neumann’s family office, per Axios Pro. http://axios.link/cHrI
• Deno, a San Diego-based fully managed runtime service, raised $21m in Series A funding led by Sequoia Capital. http://axios.link/ztW9
🚑 LynxCare, a Belgian clinical data sharing startup, raised €20m in Series A funding. MTIP led, and was joined by Elaia and insiders Heran Partners, BTOV and PMV joined. http://axios.link/SU10
🚑 Gemelli Biotech, a Raleigh, N.C.-based developer of precision diagnostics for GI diseases, raised $19m in Series A funding. Blue Ox led, and was joined by Cedars-Sinai, Carolina Angel Network and CerraCap Ventures. www.gemellibiotech.com
• Join, an Oakland-based decision-making platform for architecture, raised $16m in Series A funding. SignalFire led, and was joined by Ironspring Ventures, Metaprop, Building Ventures and Standard Ventures. http://axios.link/wKsu
• FinBox, an Indian credit and borrowing startup, raised $15m in Series A funding. A91 Partners led, and was joined by Aditya Birla Ventures, Flipkart Ventures and Arali Ventures. http://axios.link/Amdc
• Validio, a Stockholm-based data reliability platform, raised $15m. Lakestar led, and was joined by J12. http://axios.link/NqtU
• Zenysis, a big data platform for emergencies with offices in SF and South Africa, raised $13.3m in Series B funding led by Steele Foundation for Hope. http://axios.link/N8k4
• PayGlocal, a New Delhi-based cross-border payments startup, raised $12m. Tiger Global and Sequoia Capital India co-led, and were joined by BeeNext. http://axios.link/LEKQ
• Share Mobility, a Columbus, Ohio-based provider of employee transportation solutions for companies, raised $12m in Series A funding. Iron Gate Capital and Renewal Funds co-led, and were joined by Employment Technology Fund, JobsOhio and Seamless Capital. http://axios.link/X7ow
• 4CRisk.ai, a Redwood City, Calif.-based developer of AI solutions for risk and compliance, raised $8m in Series A funding. Cloud Apps Capital Partners led, and was joined by Touchdown Ventures. www.4crisk.ai
• Stotles, a London-based operating system for doing business with governments, raised $6.5m in seed funding. Headline led, and was joined by Form Ventures, GTMFund, Speedinvest, FJLabs and 7Percent. www.stotles.com
• Fermyon, a Longmont, Colo.-based platform for developing microservices, raised $6m in seed funding led by Amplify Partners. http://axios.link/gm3x
• Vergo, a New York-based financial platform for the homebuilding and renovation market, raised $4.1m in seed funding. CRV led, and was joined by Nine Four Ventures and Forum Ventures. www.getvergo.com
• Mpathic, a Seattle-based workplace communications analytics startup, raised $4m in seed funding led by Next Frontier Capital. http://axios.link/z9uv
• Makelog, a Walnut, Calif.-based software release communications platform, raised $3m in seed funding. Accel led, and was joined by Basecamp Fund, Formulate Ventures and Bluewatch Ventures. http://axios.link/2Rum
• Thepeer, a pan-African platform for connecting digital business wallets, raised $2.1m in seed funding led by Raba Partnership. http://axios.link/9HaS
🌎 Post Script Media, the climate-focused podcasting startup run by Stephen Lacey, raised $2m in seed funding led by Prelude Ventures. http://axios.link/8ulG
• The Ankler, an entertainment industry media startup, raised $1.5m in seed funding led by Imagination Capital, as first reported by Axios. http://axios.link/tSK1
• Wefox, a German digital insurer, is in talks to raise Series D funding at a valuation of at least $5b (up from $3b last year), per Bloomberg. Existing backers include Mubadala, Salesforce Ventures, Horizons Ventures and Sound Ventures. http://axios.link/Jcum
Private Equity Deals
• Angeles Equity Partners invested in Freymiller, an Oklahoma City-based provider of refrigerated transport and freight brokerage solutions. www.freymiller.com
🍦 GlacierPoint Enterprises, a portfolio company of Mill Point Capital, acquired Gillette Creamery, a Gardiner, N.Y.-based direct store food and ice cream distributor. gillettecreamery.com
• JAB Holding Co. agreed to acquire the global pet insurance operations of Fairfax Financial (TSX: FFH), including Crum & Foster Pet Insurance Group and Pethealth, for $1.4b. Fairfax will concurrently make a $200m investment in JAB's latest consumer fund. http://axios.link/IMzI
• People 2.0, an Exton, Pa.-based portfolio company of TPG, bought Brookson, a British compliance and services platform for freelance work, from The Riverside Co. www.people20.com
• Platinum Equity agreed to buy a control stake in Hong Kong-based lingerie and swimwear maker Hop Lun. http://axios.link/p6vQ
🚑 Revelation Pharma, a Greenwood Village, Colo.-based portfolio company of Osceola Capital, acquired the human health business of Wedgewood Pharmacy, a veterinary medicine compounder owned by Partners Group. www.revcustomrx.com
• RE3DTECH, a Grayslake, Ill.-based portfolio company of CORE Industrial Partners acquired GoProto, a San Diego-based provider of custom manufacturing services. www.re3dtech.com
• Sheridan Capital Partners invested in RS&A, a Rural Hall, N.C.-based medical device service provider. www.rsa-inc.com
🚑 Transaction Data Systems, an Orlando-based pharmacy software provider backed by BlackRock, agreed to acquire PrescribeWellness from Tabula Rasa HealthCare (Nasdaq: TRHC). Axios Pro previously reported on deal talks.
• Warburg Pincus invested $200m into Fortegra Group, a Jacksonville, Fla.-based specialty insurance subsidiary of Tiptree (Nasdaq: TIPT). Fortegra planned to go public last year, before pulling the offering. http://axios.link/uQwW
SPAC Stuff
• Roxe, a Hoboken, N.J.-based-based blockchain payments company, agreed to go public at an implied $3.6b valuation via Goldenstone Acquisition (Nasdaq: GDST), a SPAC led by Eddie Ni (Windfall Group). http://axios.link/xbsM
• Lamar Partnering, a SPAC formed by Lamar Advertising Co., withdrew registration for a $300m IPO. http://axios.link/VvNf
• Lionheart IV, a SPAC formed by Lionheart Capital, withdrew plans for a $250m IPO. A prior Lionheart SPAC bought MSP Recovery. http://axios.link/Zz8P
• Ocean Capital Acquisition, a SPAC led by Simon Wong (Hermitage Capital HK), filed for a $60m IPO. http://axios.link/VzYw
More M&A
🚑 Bioventus (Nasdaq: BVS) reworked the financing structure for its planned purchase of CartiHeal, an Israeli cartilage repair implant maker, after previously terminating a $415m senior notes offering. http://axios.link/UIHO
🚑 Galapagos (Nasdaq: GLGP) agreed to buy CellPoint, a Dutch platform for developing CAR-T cell therapies, for up to €225m (€125m upfront). http://axios.link/YfoW
⚽Jamie Salter, founder and CEO of Authentic Brands, and Crystal Palace co-owner John Textor are in talks to buy French soccer club Olympique Lyonnais for around €800m, per the FT. http://axios.link/9DWd
Fundraising
🌎 Brookfield raised $15b for an energy transition-focused private equity fund, of which around $2.5b already had been deployed. http://axios.link/jY8b
🌎 Kiko Ventures of London raised £375m for cleantech venture investments. http://axios.link/aVKA
• Vine Ventures, a New York-based early-stage VC firm, raised $140m for its second fund. LPs include Tiger Global. www.vineventures.com
It's Personnel
🚑 Nicholas Apostolatos joined Brookfield Asset Management as head of healthcare investing, per Bloomberg. He previously was with Barclays. http://axios.link/DkMx
• Justin Choi stepped down as a managing director with CVC Capital Partners to join Coinbase as head of corp dev and Coinbase Ventures in Asia-Pacific. http://axios.link/Y1CW
• Michel Combes is out as CEO of SoftBank Group International, just six months after taking over for Marcelo Claure. http://axios.link/yfy4
• Quyen Du, Fandom and NBCUniversal, joined publisher Condé Nast as SVP of strategy and corp dev, per Axios Pro. http://axios.link/cJCa
• Joel Gragg left ORIX USA to join Stifel as a managing director and head of tech capital. http://axios.link/onIe
🌎 Claire Hedley joined 17Capital as director of ESG. She previously was with Goldman Sachs Asset Management. www.17capital.com
• Joe Morrissey joined Andreessen Horowitz as a general partner focused on growth equity deals. He’s the former chief revenue officer of Segment (bought by Twilio). www.a16z.com
• Future Fund of Australia promoted Alicia Gregory to deputy chief investment officer of private markets. http://axios.link/ZXoz
Final Numbers

President Biden today will call on Congress to suspend the federal gas tax for three months, and also will ask states to do the same. He also wants oil and gas companies to boost production, so that this isn't just about boosting demand without also increasing supply. Go deeper.
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