Sep 19, 2017

Axios Pro Rata

By Dan Primack
Dan Primack
Top of the Morning

Two years ago, venture firm Social Capital raised $600 million for its third fund. Today, many of its LPs tell me that they are upset – and it has little to do with that strange unicorn-hunting SPAC.

Backstory: Social Capital was founded in 2011 by former Facebook exec Chamath Palihapitiya and U.S. Venture Partners vets Mamoon Hamid and Ted Maidenberg. Investments would include Box, Slack and Wealthfront. By last year, however, Palihapitiya had grown disenchanted with traditional, early-stage venture capital, saying both publicly and privately that the model needed to be severely disrupted (including at an annual meeting where he compared his firm to past expanders like Blackstone Group and Berkshire Hathaway). So he continued to manage a side hedge fund, and earlier this year recruited Marc Mezvinsky (Mr. Chelsea Clinton to you) as vice chairman to expand into other financial products. Then came the addition of ex-GoPro exec Tony Bates to run a growth equity unit. Somewhere along the way, Palihapitiya also retitled himself CEO.

While Hamid was on paternity leave this past summer, Palihapitiya basically told Maidenberg that he wanted the venture fund to go in a different direction, with a much greater emphasis on data. The pair did not see eye-to-eye, and reached an agreement whereby Maidenberg would remain for two years to help manage out the portfolio (he and Hamid each have nearly a dozen board seats). What Palihapitiya didn't realize, however, was that Hamid – viewed by most LPs as the fund's major rainmaker – was already deep into discussions to leave for Kleiner Perkins. In other words, the backup plan was bailing. When Palihapitiya told Hamid about Maidenberg's quasi-departure, Hamid disclosed his plans (before having the opportunity to inform Maidenberg). Soon after, the Hamid-to-KP news was announced. Maidenberg continues to manage his portfolio companies, but is no longer hanging out at the Social Capital office, and multiple sources say the lines of communication between him and Palihapitiya are effectively severed.

LP anger: The issue for LPs is twofold: First, the team they backed is no longer really there. Second, the strategy they backed (i.e., fairly traditional VC) is no longer being employed. Fund III remains less than 70% called, and there continue to be questions about future portfolio monitoring, and whether junior members of the investment team – folks who partially joined to be mentored in venture by Hamid and Maidenberg -- will stick around (a headhunter tells me some resumes are out). "I'm really disappointed in the whole thing," one longtime Social Capital LP tells me. "Chamath is a smart guy, but he's really gone off the rails." Another adds: "It's one thing to want to be Blackstone or Berkshire, but not before putting point on the board in your original business, which we and others underwrote without worrying that the strategy would drastically shift mid-fund."

But... There isn't too much LPs can really do. Fund III doesn't have a no-fault divorce clause, and Palihapitiya is the only key-man listed ("We blew it on key-man," a third LP says). Some LPs would prefer Maidenberg to run the remaining money, but Palihapitiya is said to have not yet been receptive to that plan.

Social Capital statement: "We want to build a modern, scalable organization capable of supporting entrepreneurs and startups all the way from inception to their life as a public company. We are excited about what we are building, and the largest investors in Social Capital are behind our approach."

Also this morning:

  • M&A break: Intel CEO Brian Krzanich tells Axios' Ina Fried that his company is slowing down on the big acquisition front, after recently spending $15 billion on Mobileye: "I think you can only take on so much at a time and you need to stop and breathe and let the organization breathe and re-form."
  • Uh oh: It seems that Beijing has banned commercial advertising on bicycles, which could eat into revenue for those Chinese bike-share startups that have raised hundreds of millions of dollars at unicorn valuations.
  • From the mouths of regulators: Kia spotted the following tweet from the SEC's San Francisco regional office: Virtual currency + Ponzi scheme = really bad investment.
  • Unconventional wisdom: I recently chatted with venture capitalist Hans Tung about why he and his firm (GGV Capital) continue to back e-commerce startups in the Age of Amazon. His deals in the space have included Wish, Poshmark and OfferUp. We touch on differentiation, Amazon's tendency to private-label, Walmart's role in the retail ecosystem and if he sees another Whole Foods-type deal on the horizon. Read the Q&A by going here.
The BFD

Toys "R" Us has filed for Chapter 11 bankruptcy protection, 12 years after being taken private in what now appears to have been an over-leveraged buyout. The New Jersey-based retailer also announced that it has secured $3 billion in debtor-in-possession financing from J.P. Morgan, which will be used to support ongoing operations (although some of the company's 1,600 stores are almost certain to be shuttered).

  • Why it's the BFD: Toys "R" Us remains a massive company, with nearly 65,000 employees. And what comes next could be devastating for many of them.
  • Timing, per WSJ: "The filing... was triggered by vendors and suppliers tightening terms with the company ahead of the key holiday selling season, which accounted for 40% of its $11.5 billion in revenue last year. For the past several years, the company has lost money in each quarter except its holiday quarter."
  • Timing (cont): This is also about balance sheet, as Toys "R" Us has around $5 billion in debt, of which $400 million was scheduled to come due next May. It has kicked the loan can down the road in the past, but apparently found a brick wall this time around.
  • Big bidder? The original buyout included not only Bain Capital and KKR, but also a publicly-traded REIT called Vornado. It later wrote down its equity value in Toys to zero, but the legacy exposure could perhaps prompt Vornado to buy up some of the retailer's still-unleased property via the Chapter 11 process.
  • Bottom line: Toys "R" Us is a specialty retailer that is no longer special enough, unable to break through the commoditized clutter of discounted generalists like like Amazon, Target and Walmart.
Venture Capital Deals

• Raise, a Chicago-based mobile payments company and gift card marketplace, has raised $60 million in Series C funding. Accel led the round, and was joined by PayPal and return backers Bessemer Venture Partners and NEA. http://tcrn.ch/2xiSzvH

🚑 LifeMine Therapeutics, a Boston-based developer of new drugs from fungi, has raised $55 million in Series A funding. WuXi Healthcare Ventures led the round, and was joined by Foresite Capital, GV (formerly Google Ventures), Arch Ventures, Boyu Capital, Blue Pool Capital, MRL Ventures Fund and Alexandria Venture Investments. http://axios.link/5EX1

• HighRadius, an India-based provider of cloud-based receivables software, has raised $50 million in Series A funding led by Susquehanna Growth Equity. http://axios.link/qnW3

🚑 Sonendo, a Laguna Hills, Calif.-based dental technology company that has developed an alternative to standard root canal treatments, has raised $50 million in new equity funding. General Atlantic led the round, and was joined by return backers Fjord Ventures, OrbiMed Advisors LLC, Meritech Capital Partners, CVF LLC and NeoMed. http://axios.link/AO38

• Threat Stack, a Boston-based network intrusion detection platform, has raised $45 million in Series C funding. F-Prime Capital Partners led the round, and was joined by Fidelity Investments, Eight Roads Ventures and return backers Scale Venture Partners, .406 Ventures and Accomplice. www.threatstack.com

• Power2SME, an India-based B2B "digital ecosystem platform" for small and mid-sized businesses, has raised $36 million in Series E funding from International Finance Corp. and return backers Inventus Capital Partners, Accel, Kalaari Capital and Nandan Nilekani. www.power2sme.com

• Ellevest, Sallie Krawcheck's digital investment platform for women, has raised $34.6 million in new VC funding. Rethink Impact led the round, and was joined by PSP Growth, Salesforce Ventures, CreditEase Fintech Investment Fund, LH Holdings, SK Impact Fund, Morningstar, Khosla Ventures, Mellody Hobson, Ulu Ventures, Contour Venture Partners and Astia Angels. http://tcrn.ch/2jEc0dI

• TigerGraph, a Redwood City, Calif.-based real-time graph analytics platform, has raised $31 million in Series A funding from Qiming VC, Baidu, Ant Financial, AME Cloud, Morado Ventures, Zod Nazem, Danhua Capital and DCVC. www.tigergraph.com

🚑 Rodin Therapeutics, a Cambridge, Mass.-based drug developer focused on Alzheimer's Disease, has raised $27 million in new VC funding from Atlas Ventures, GV, Hatteras Venture Partners, Remeditex Ventures and Third Point Ventures. http://axios.link/M56a

• GoCardless, a London-based bank-to-bank payment network, has raised $22.5 million in VC funding from return backers Accel, Balderton Capital, Notion Capital and Passion Ventures. http://axios.link/2QD0

• Minio, a Palo Alto, Calif.-based provider of open source object storage for cloud-native and containerized applications, has raised $20 million in Series A funding from Dell Technologies Capital, General Catalyst Partners, Nexus Venture Partners, Intel Capital, AME Cloud and Steve Singh. www.minio.com

🚑 Cofactor Genomics, a St. Louis-based platform for RNA sequencing and expression analysis, has raised $18 million in Series A funding. Menlo Ventures led the round, and was joined by DCVC, Ascension Ventures, iSelect, Y Combinator, Wilson Sonsini Goodrich & Rosati and Stanford University. http://tcrn.ch/2wBhqau

• Humatics, a Cambridge, Mass.-based developer of microlocation productions, has raised $18 million in Series A funding. Fontinalis Partners led the round, and was joined by Airbus Ventures, Lockheed Martin Ventures, Intact Ventures, Tectonic Ventures, Presidio Ventures, Blue Ivy Ventures, Ray Stata and Andy Youmans. www.humatics.com

• Fenfenzhong, a Beijing-based online procurement platform for restaurants, has raised $16.7 million in Series A funding from China's National Small and Medium-size Enterprises Development Fund and THG Ventures. http://axios.link/FX2c

• ComparaOnline, a Chilean provider of consumer finance education tools, has raised $14 million from Bamboo Capital Partners and International Finance Corp.

• TalkIQ, a San Francisco-based provider of voice‐to‐text transcription and analytical solutions for sales teams, has raised $14 million in Series A funding. Scale Venture Partners led the round, and was joined by Aspect Ventures, Danhua Capital, Felicis Ventures LINE Corp and Salesforce Ventures. www.talkiq.com

• Yunzhangfan, a Chinese provider of corporate finance and tax management SaaS, has raised around $14 million in Series B funding led by Hillhouse Capital Group. http://axios.link/Jttz

• 8fit, a customized workout app, has raised $10 million in Series A funding co-led by Creandum and Eight Roads Ventures. www.8fit.com

• Funnel, a Stockholm-based provider of online marketing data automation solutions, has raised $10 million in Series A funding from Balderton Capital. http://tcrn.ch/2xijqrO

• Matroid, a Palo Alto, Calif.-based platform for building custom video recognition detectors, has raised $10 million in Series A funding from Intel Capital and NEA. http://tcrn.ch/2hdKn6y

• DouxMatok, an Israeli developer of sugar-reduction solutions, has raised $8.1 million in new VC funding. Pitango Venture Capital led the round, and was joined by return backers Gil Horsky and FoodLab Capital. http://tcrn.ch/2ym4ibi

🚑 Enlivex Therapeutics, an Israel-based immunotherapy company, has raised $8 million in Series A funding at around a $50 million pre-money valuation led by Korea Investment Partners. www.enlivex.com

• Cygilant (f.k.a. EiQ Networks), a Boston-based provider of "hybrid security as a service," has raised $7 million in new funding led by Arrowroot Capital. www.cygilent.com

• Panoply, a San Francisco-based smart data warehousing startup, has raised $5 million in new Series A funding from C5 Capital (bringing the round total to $13m). www.panoply.io

• Resolute Innovation, an R&D intelligence platform for commercializing early-stage technologies, has raised $3.3 million in Series A funding led by Revolution Ventures. http://tcrn.ch/2jCY5Vk

• Cartegraph Systems, a Dubuque, Iowa-based provider of asset management SaaS to local governments, has raised an undisclosed amount of growth equity funding from Pamlico Capital. www.cartegraph.com

• LimeBike, a San Francisco-based bikeshare network, has raised "tens of millions" of new VC funding at a valuation of around $200 million, according to Forbes. Earlier this year it raised $12 million in Series A funding led by Andreessen Horowitz. http://axios.link/HNGH

Private Equity Deals

• Apollo Global Management has completed its previously-announced take-private acquisition of ClubCorp, a Dallas-based private golf club and country club operator. The deal was valued at $1.1 billion (not including assumed debt), or $17.12 per share. https://bloom.bg/2t4Ksxx

• Bertram Capital has acquired Spectrio, an Oldsmar-based provider of customer engagement solutions, from The Riverside Company. No financial terms were disclosed. www.spectrio.com

• Brixey & Meyer Capital has acquired 3 Sigma, a Troy, Ohio-based provider of adhesive coated materials to converters and manufacturers. No financial terms were disclosed. www.3sigma.cc

🚑 CVC Capital Partners has agreed to acquire a portfolio of women's health assets – including general contraception, fertility, menopause and osteoporosis products – from Israel's Teva Pharmaceuticals (NYSE: TEVA) for $703 million. Teva also announced that it would sell its emergency contraception portfolio to Foundation Consumer Healthcare for $675 million. http://reut.rs/2wDB065

D&J China, a Chinese business park and suburban office operator, has raised $180 million in new equity funding led by existing backer Warburg Pincus. http://axios.link/fvDG

• PWP Growth Equity has invested in Luna Grill, a luxe-casual Mediterranean restaurant chain. No financial terms were disclosed. http://axios.link/hCgn

• Thoma Bravo has completed its previously-announced purchase of a majority stake in Frontline Education, an Exton, Penn.-based provider of K-12 education software, from Insight Venture Partners (which will maintain a minority equity stake). No financial terms were disclosed. http://axios.link/aqL5

Public Offerings

🚑 Deciphera Pharmaceuticals, a Waltham, Mass.-based developer of kinase inhibitors for solid tumors, has set its IPO terms to 6.3 million shares being offered at between $15 and $17 per share. It would have a fully-diluted market cap of around $491 million, were it to price in the middle of its range. The company plans to trade on the Nasdaq under ticker symbol DCPH, with J.P. Morgan listed as left lead underwriter. Shareholders in the pre-revenue company include New Leaf Venture Partners (15.27% pre-IPO stake), SV Life Sciences (6.41%) and Viking Global Investors (6.11%). www.deciphera.com

🚑 NuCana, a UK-based developer of cancer therapeutics, has set its IPO terms to 6.7 million shares being offered at between $14 and $16 per share. It would have an initial market cap of around $526 million, were it to price in the middle of its range. The pre-revenue company plans to trade on the Nasdaq under ticker symbol NCNA, with Citigroup listed as left lead underwriter. Shareholders include Sofinnova Capital (32.39% pre-IPO stake), Sofinnova Ventures (16.54%), Morningside Ventures (12.04%) and Scottish Enterprise (9.29%). www.nucanabiomed.com

🚑 OptiNose, a Yardley, Penn.-based developer of breath-powered nasal drug delivery solutions, has filed for a $100 million IPO. It plans to trade on the Nasdaq, with Jefferies listed as left lead underwriter. Shareholders include Avista Capital (58.85% pre-IPO stake) and Fidelity (7.5%). www.optinose.com

• Qudian, a China-based online micro-credit lender backed by Alibaba Group's Ant Financial, has filed for a $750 million IPO. It plans to trade on the NYSE under ticker symbol QD, with Morgan Stanley listed as left lead underwriter. http://axios.link/9u1p

Liquidity Events

• EQT Partners has sold German bakery chain BackWerk to Valora Holding (SWX: VALN) for €190 million. http://axios.link/rAQV

• Jollibee Foods, a Philippines-listed fast-food chain, is considering a takeover bid for Pret a Manger, a British sandwich shop operator owned by private equity firm Bridgepoint, according to Reuters. The deal could be worth over $1 billion. http://reut.rs/2hcmdNw

🚑 Odyssey Investment Partners has agreed to sell EAG Laboratories, a Maryland Heights, Mo.-based provider of analytic testing and consulting services, to Eurofins Scientific (Paris: EUFI). No financial terms were disclosed. www.chemir.com

More M&A

• BASF of Germany has agreed to acquire the global polyamide business of Dutch chemicals company Solvay for €1.6 billion. http://reut.rs/2hfblee

⛽ China General Nuclear Power Corp. is in talks to invest in NuGen, a British nuclear power plant project valued at between $15 billion and $20 billion. No terms of the possible equity bid were disclosed. http://reut.rs/2fwPyhX

⛽ Itron (Nasdaq: ITRI) has agreed to acquire smart energy networking platform Silver Spring Networks (NYSE: SSNI) for around $830 million in cash, or $16.25 per share (25% premium to Friday's close). http://reut.rs/2hfPbZh

Fundraising

• Apax Partners is seeking to restructure an €11.2 billion buyout fund raised in 2007, according to Private Equity International. The fund still has around €4.7 billion in NAV across 15 portfolio companies. http://axios.link/iert

• CITIC is pre-marketing a third China buyout fund that will target around $2 billion, according to Private Equity International. http://axios.link/vJLK

• NBK Capital Partners has closed its second mezzanine fund with $160 million in capital commitments. www.nbkcpartners.com

• Shasta Ventures has launched a new fund focused on seed and pre-seed startups in the AR and VR spaces. http://axios.link/TFkq

• Vaultier7 has launched as a UK-based growth equity fund focused on the lifestyle, health and wellness and beauty and personal care spaces. It's led by Montse Suarez (ex-B&B Investment Partners) and Anna Sweeting (ex-Sloane Point Partners). www.vaultier7.com

It's Personnel

• Sarah Alexander has joined the Global Innovation Fund as a senior advisor and investment committee member. She previously was a managing director with the Abraaj Group and, before that, led the Emerging Markets Private Equity Association.

• Atlas Merchant Capital, the private equity firm led by ex-Barclays CEO Bob Diamond, has fired Anthimos Thomopoulos as CEO of portfolio company Credicom, after learning that he is under investigation by Greece's central bank. http://on.ft.com/2wEl03K

• Andrew Cialino has joined SFW Capital Partners as a VP and head of business development. He previously was head of sales for Axial. www.sfwcap.com

• Credit Suisse has named Mathew Cestar and Jens Welter as its co-heads of investment banking and capital markets for EMEA (succeeding Marisa Drew and Mark Echlin, who both will remain with Credit Suisse in other positions). http://on.wsj.com/2ymM1Lc

• Kito de Boer has joined The Abraaj Group as managing partner. He spent 29 years with McKinsey & Co. before becoming a diplomat and Head of Mission of the Office of the Quartet. www.abraaj.com

🚑 Moncef Slaoui, former chairman of pharma R&D and vaccines for GlaxoSmithKline, has joined European life sciences VC firm Medicxi as a partner. www.medicxiventures.com

Final Numbers
Dan Primack