Morgan Stanley last week agreed to buy EquityZen, a 13-year-old private shares marketplace, at a time when the "democratization of private assets" is being hyped by the White House, Wall Street, and Silicon Valley.

• So I spent some time on the Zoom with EquityZen co-founder and CEO Atish Davda. What follows is a transcript of our conversation, edited for length and clarity:

Axios: Which side initiated the deal?

Davda: "EquityZen and Morgan Stanley had a partnership previously, so we've known them for years. Over the last couple of years it really became clear that we should at least explore a deeper partnership."

It's not the first time you considered selling.

"EquityZen has raised a grand total of $7 million and have funded our own operations for almost 10 years at this point. One of the questions I get a lot from my investors is, 'What do you think their stock is worth?'

• "So we've run market checks before. In 2021, the market check was very favorable, obviously then we went into a very different environment. We got multiple offers at the time, but ultimately decided to pull back."

Do you expect any pullback in investor demand, as retirement funds become better able to give private asset exposure? Why buy shares of specific startups when you can get access to a fund bucket via your 401(k)?

"I think diversification has a tremendous amount of benefits, especially if you're new to this space, especially if you're not a venture capitalist.

• "I'm a big believer that there's going to be more of this, you know, bimodal curve. You're going to have more and more people that get access through diversified products and there's gonna be more and more people who tend to want direct access."

How come? Isn't the retail trend toward ETFs and other passive packages?

"I completely agree with you on the on the public equity side. On the private equity side, there's one big difference: You can't short private equity."

You can't yet, but you might be able to soon via prediction markets.

"Completely accurate. The current administration is so welcoming of trying to allow all sorts of new business opportunities to find their place in the market.

• "But I think about the next administration. I'm not saying that it's necessarily going to revert, although mean reversion does tend to happen quite a bit in terms of these policies. I'm more saying, 'What is an administration agnostic bet that you can make?'
• "Take a look at EquityZen's own trajectory, founded in 2013. We were still very much in the 'post-Facebook going public' Ice Age, where issuers were just shutting every secondary transaction down.
• "Here we are now, seeing just a huge proliferation. I'm a big believer that if there's a 10-year bet you can make, you'll probably be OK in the one- or three-year period."

So if you're seeing it from there, what are you seeing in terms of employee sellers?

"We are still seeing a tremendous amount of rank-and-file sellers trying to seek liquidity, sometimes just for price discovery purposes, sometimes for actual liquidity purposes."

• "At the end of the day, the greenback is essentially unlimited for this type of market. The supply is not. I think the way to win supply in this market is to essentially plug it into a huge pool of demand, which ties back to Morgan Stanley."

Are you surprised that big banks didn't just create EquityZens of their own years ago?

"I think some tried to do it. If you start institutional first, it's really hard to come downmarket to the self-directed retail side because you're building systems that are designed for the $10 to $50 million check writer."

You've run a private company for over a decade. How long do you plan to stay at Morgan Stanley?

"I'm not a professional executive that some board member installed. I'm the founder of the company. It's important to me that the mission survives this.

• "The only real stint I've spent at a big company was as an intern at Lehman Brothers, and, you know, they gave me the chance to come back, but fortunately I made the decision not to, and the rest is history.
• "I'm actually excited about being able to operate at scale. EquityZen is a 50- or 55-person company. It's a very different skill to learn how to navigate a much larger organization, one that I'm personally pretty excited to explore and learn."

TriArtisan Capital Advisors agreed to lead a buyout of breakfast restaurant chain Denny's (Nasdaq: DENN) for $322 million, or $6.25 per share (52% premium over yesterday's closing price).

Why it's the BFD: For some of us of a particular generation and geography, Denny's could be the difference between life and death.

• (OK, maybe not literally. But when you were wasted at 2am, and Denny's was the only thing open, it sure felt that way.)

Zoom in: Treville Capital Group and Denny's franchisee Yadav Enterprises also are participating on the buyside,

• Denny's has nearly 1,500 branded restaurants, almost all of which are franchised, plus another 74 under the Keke's brand.

Elsewhere in restaurants: Hooters of America, another TriArtisan portfolio company, completed the sale of over 100 company-owned restaurants to an investor group that includes Hooters' co-founders and franchisees, as part of a bankruptcy restructuring.

• Yum Brands launched a strategic review of Pizza Hut.
• Starbucks agreed to sell a 60% stake in its China business to Boyu Capital at a $4 billion enterprise value.

The bottom line: Denny's this week reported declining top and bottom lines, saying that consumers are feeling financial pressures.

• It's a similar story to what we've heard from several other chains, including Chipotle. And may lead to a lot more private equity activity.

• Beacon Software, a holding company that buys niche software companies and aids in their AI transformation, raised $250m in Series B funding from General Catalyst, Lightspeed Venture Partners, and D1 Capital. axios.link/47oBdPh

🚑 Tala Health, developer of an agentic platform for health care, raised $100m in seed funding led by Sofreh Capital. axios.link/3XcBeQ8

🚑 Azalea Therapeutics, a Berkeley, Calif.-based genomic medicines startup that wants to apply CRISP to in vivo CAR-T, raised $65m in Series A funding. Third Rock Ventures led, joined by RA Capital Management, Yosemite, and Sozo Ventures. Co-founders include Jennifer Doudna. axios.link/43LGBJJ

• Daylight, an Israeli cybersecurity startup, raised $33m in Series A funding. Craft Ventures led, joined by Bain Capital Ventures and Maple VC. axios.link/47nC4Q9

🚑 Indomo, a Boston-based provider of at-home prescription dermatology treatments, raised $25m from Atomic, Foresite Capital, and Polaris Partners. axios.link/3JgZsWp

🌍 Source.ag, a Dutch provider of AI software for controlled environment agriculture, raised $17.5m in Series B funding led by Astanor. axios.link/49AwwTN

• Hullbot, an Australian developer of ship-scrubbing robots, raised A$16m in Series A funding. Regeneration VC led, joined by Trinity Ventures, Katapult Ocean, Climate Tech Partners, Folklore Ventures, Rypples, NewSouth Innovations, Artesian, and Impact Ventures/Ocean Impact Collective. axios.link/43T3xa2

• Liquid, a crypto perp DEX aggregator, raised $7.6m. Paradigm led, joined by General Catalyst. axios.link/47IlTfe

• Allie AI, an SF-based manufacturing intelligence startup focused on food and beverage factory operations, raised $5.2m in seed funding, per Axios Pro. Voyager Ventures led, joined by Spero Ventures and BDev Ventures. axios.link/4nIFHVH

• Cephia, an SF-based developer of vision sensor products, raised $4m in seed funding. Radiant Opto-Electronics and Incharge Capital led, joined by MetaVC Partners, NRM Partners, and SOSV. axios.link/3JKFDqt

🚑 Helex, a developer of genomic medicines for kidney disease, raised $3.5m in seed funding. Pi Ventures led, joined by Bluehill Capital and SOSV. axios.link/4oTbHaF

• GitLaw, an SF-based legal companion for businesses, raised $3m in pre-seed funding. Jackson Square Ventures led, joined by Flex Capital and Background Capital. axios.link/47TZPiO

• Arsenal Capital Partners completed its purchase of the ThermoSafe packaging business from Sonoco Products (NYSE: SON) for up to $725m. axios.link/3I1ia3A

• Brown & Root, a One Equity Partners portfolio company, agreed to acquire SWAT, a Gonzales, La.-based provider of turnaround, cooling tower, and industrial catalyst services. axios.link/3Lj81k4

• Cerealto, a British snackmaker backed by Davidson Kempner and Afendis, acquired a majority stake in Fresca Foods, a Louisville, Colo.-based co-manufacturer of natural and organic snacks. axios.link/3JGKKb4

• Clearstone Capital acquired Brüst Beverages, a maker of ready-to-drink protein coffee. axios.link/49v5htO

• Consello Capital invested in CleanBoss, an NYC-based maker of cleaning and disinfectant products. axios.link/4omWrTB

• Five Arrows and DBAG acquired Totalmobile, an Irish provider of field service management software, form Bowmark Capital. axios.link/3WX94c5

• Gemspring Capital completed its $650m purchase of a majority stake in Goodyear's (Nasdaq: GT) polymer chemicals business. axios.link/4kcZ0pl

• Motive Partners invested US$100m in Electric Mind, a Toronto-based AI consultancy. axios.link/4nxCnwr

• Rubix, an industrial MRO products provider backed by Advent International, acquired industrial distributor Eriks UK & Ireland. axios.link/47u23nC

• Valence Surface Technologies, an ATL Partners portfolio company, acquired Foresight Finishing, a Tempe, Ariz.-based provider of precious metal surface treatment for highly engineered products. axios.link/3JFF3tY

• Wind Point Partners acquired Buske Lines, an Edwardsville, Ill.-based contract warehousing and supply chain solutions provider. buske.com

• Beta Technologies, a South Burlington, Vt.-based maker of electric aircraft, raised $1b in its IPO. The company priced 29.9m shares at $34, versus plans to offer 25m shares at $27-$33, and will list on the NYSE (BETA). The company recently raised $300m from GE Aerospace. Other backers include TPG Rise. axios.link/4nWuAcK

• DuPont completed the spinoff of its semiconductor materials business, renamed Qnity (NYSE: Q) with an initial $4b valuation. axios.link/491djKL

• Xanadu, a Canadian photonic quantum computing company, agreed to go public at an implied $3.6b valuation via Crane Harbor Acquisition Corp. (Nasdaq: CHAC), a SPAC led by HEPCO Capital Management execs. Xanadu has raised over $240m from firms like Bessemer Venture Partners, OMERS Ventures, Georgian, Forward Investments, BDC Capital, Alumni Ventures, Pegasus Tech Ventures, Draper Associates, Capricorn Investment Group, and Porsche. axios.link/4qUYmAy

• Ayvens (Paris: AYV), a French car-leasing firm, agreed to buy back €275m in shares from an investor group that's trying to offload a total of €986m, per Bloomberg. The investors include TDR Capital, ADIA, GIC, ATP, and PGGM. axios.link/47kLcoG

• Comvest Partners sold a 75% stake in its private credit business to Manulife (TSX: MFC) for US$937.5m. axios.link/4qLjPMi

🚀 Intuitive Machines (Nasdaq: LUNR) agreed to buy Palo Alto, Calif.-based spaceship maker Lanteris Space Systems (fka Maxar Space Systems) from Advent International for $800m. axios.link/4hNhvAi

• Zscaler (Nasdaq: ZS) acquired SPLX, a AI security startup that had raised $7m from LaunchHub Ventures, Inovo VC, South Central Ventures, and Runtime Ventures. axios.link/4qHe9Tj

⚡ Sinopec Group is in talks to buy jet fuel distributor China National Aviation Fuel Group, per Bloomberg. axios.link/43GNeNw

• Sportsradar (Nasdaq: SRAD) completed its purchase of IMG Arena and its portfolio of global sports betting rights from Endeavor Group Holdings. axios.link/4iWm5eB

• F2 Venture Capital of Israel plans to raise $100m for a fourth fund focused on seed-stage investments, per Calcalist. axios.link/43eqbcJ

• Founders' Co-op of Seattle raised $50m for its sixth fund. axios.link/3WygDWp

🌍 Rubio Impact Ventures of Amsterdam raised €70m for its third impact fund. axios.link/3Lo70ak

• Stone Point raised over $3b for an eight-asset continuation vehicle. axios.link/3JEksGB

• Tyree & D'Angelo Partners raised a single-asset continuation fund for portfolio company Western Veterinary Partners, led by HarbourVest. axios.link/4nGqip1

• Harbert Management is promoting president and COO Travis Pritchett to CEO, effective Jan. 1, while founder Raymond Harbert will transition to exec chair. axios.link/47Tralf

• Sebastian Fain joined Gibson Dunn as a New York-based partner in the law firm's M&A group and as co-head of cross-border M&A. He previously was with Freshfields. axios.link/3LhpeKJ

• Nancy Karpf joined Evolution Credit Partners as a managing director of capital formation. She previously was with Davidson Kempner Capital Management. axios.link/4hF2akZ

• David Scudellari joined ICG as senior advisor for Canada. He previously was with AIMCo. axios.link/4qIfLw0

Pfizer and Novo Nordisk this morning both sweetened their bids for weight-loss drugmaker Metsera, to a maximum of $8.1 billion and $10 billion, respectively.

• This comes a day after Pfizer filed a second lawsuit against Novo Nordisk and Metsera, alleging antitrust violations.

Catch up quick: Pfizer in September agreed to buy Metsera for up to $7.3 billion. Novo last week offered up to $9 billion.

• Metsera's board hasn't officially recommended the Novo deal yet, but has said it constitutes a superior offer to Pfizer's.
• Pfizer, meanwhile, disagrees because it thinks that U.S. antitrust regulators would object to Novo adding Metsera, given that it already owns dominant weight-loss drugs Ozempic and Wegovy.

The intrigue: Novo recognizes the risk, thus originally offering to pay around $6.5 billion at the time of signing the merger agreement — i.e., before shareholder or regulatory approval. It also would pay Pfizer a $190 million termination fee. That figure now appears to have climbed to $7.2 billion.

• Metsera shareholders would get that money as a cash dividend, with Novo getting around a 50% company stake (albeit as non-voting shares).
• If the full Novo sale doesn't happen, for whatever reason, then Metsera shareholders keep the cash and Novo keeps its position. If Metsera then sells to someone else, including Pfizer, it likely would first need to pay back the $7.2 billion to Novo.

The bottom line: Pfizer finds this structure too cute by half, thus the lawsuits.