Walgreens yesterday filed proxy statements for its proposed takeover by Sycamore Partners, including a lengthy backgrounder that shows there were no other bidders.

• It also raised new questions about how the deal is being financed.

By the numbers: Walgreens estimates that the total funds required will be $18.8 billion, including fees, of which a whopping $13.3 billion would be debt.

• Another $1.25 billion would be preferred equity commited by GoldenTree Asset Management.
• Sycamore, which spent more than a year courting Walgreens, is on the hook for $2.5 billion in equity, which it says will be provided via three different funds.

Behind the scenes: Those three Sycamore funds don't appear to have $2.5 billion, at least based on publicly available documents.

• Sycamore Partners III raised $4.75 billion in 2017, of which just 10% (or $475m) was uncommitted through Q3 of last year.
• Sycamore Partners Wing Co-Invest recently raised $658 million, per an SEC filing.
• Sycamore Partners III-A is a bit less clear, but its commitment is much smaller than that of Sycamore Partners III.

Yes, but: Sycamore also yesterday filed with the SEC for its fourth flagship fund, without any target listed.

• Some private equity file these Form D documents at the beginning of fundraising, but many do so just before a first close. In other words, it's possible that Sycamore secured a bunch of dollars within the past 24 hours and plans to amend its equity commitment letter.

Wildcard: There's also the possibily of fund recycling, plus the involvement of Walgreens executive chair Stefano Pessina, who's rolling over his shares into the deal and may actually boost his stake.

• There's no mention of Pessina in the Sycamore equity commitment letter, but that may have predated subsequent discussions.

Sycamore declined to comment, via a spokesperson, while Walgreens didn't respond to repeated emails.

The bottom line: Sycamore is a very experienced firm, so Walgreens shareholders shouldn't worry that it won't come up with the cash. But the sources may look different frm what they were just told.

Lowe's (NYSE: LOW) has agreed to acquire Artisan Design Group, a Dallas-based flooring products distributor, from private equity firm Sterling Group for $1.33 billion.

Why it's the BFD: This is a play for professional contractors, rather than DIY homeowners, with Lowe's betting on America's long-term need for new housing stock.

By the numbers: Lowe's shares are down more than 9% so far this year, but up at today's open.

• ADG generated around $1.8 billion in 2024 revenue, and has a network of over 3,200 installers.

The bottom line: "Lowe's has focused on catering to small- to medium-sized contractors, while Home Depot is looking to double down on bigger customers. Both retailers are seeking to get back to growth following years of sales declines, and as high interest rates prevent some customers from undertaking new housing projects." — Jaewon Kang, Bloomberg

🚑 Attovia Therapeutics, a San Carlos, Calif.-based biotech focused on autoimmune diseases, raised $90m in Series C funding. Deep Track Capital led, joined by Vida Ventures, Sanofi Ventures, and Mirae Asset Capital Life Science. axios.link/3RNHQlg

• Marshmallow, a British insurance startup for migrants, raised $90m at a valuation north of $2b. Portage Capital led, joined by BlackRock and Columbia Lake Partners. axios.link/3G5iWLF

• Stitch, a South African payments infrastructure startup, raised $55m in Series B funding. QED Investors led, joined by Flourish Ventures, Norrsken22, and Glynn Capital. axios.link/3XW9T5O

• Conifer, developer of a "drop-in" electric hub motor, raised $20m from True Ventures, MaC Ventures, and MFV Partners. axios.link/4j3wEgx

🌎 Iunu, a commercial greenhouse tech startup, raised $20m in Series B extension funding, per Axios Pro. S2G led, joined by Lewis & Clark Partners and Farm Credit Canada. axios.link/4cxz1Wp

🚑 Phantom Neuro, maker of an implantable device for controlling prosthetic limbs, raised $19m led by Ottobock. axios.link/3EjET9c

• Doss, an SF-based ERP and data platform, raised $18m in Series A funding led by Theory Ventures. doss.com

• RLWRLD, a South Korean developer of foundational models for robots, raised $14.8m. Hashed led, joined by Mirae Asset Venture Investment and Global Brain. axios.link/42vkpSJ

• Frontline.io, a no-code platform for industrial training, raised $10m in Series A funding co-led by FIT Ventures and Click Bond. axios.link/3G5jKzW

• Fern, an API integration startup, raised $9m in Series A funding led by Bessemer Venture Partners, with YC participating. axios.link/3EmXyRo

• Midnite, a U.K. online sportsbook and casino, raised £7.7m in Series B funding from Discerning Capital, Raine Group, Play Ventures, Venrex, and Big Bets. axios.link/3Ei5Aeq

• Xaba, a Toronto-based developer of synthetic "brains" for industrial robots, raised $6m in seed extension funding. Hitachi Ventures led, joined by Hazelview Ventures, BDC Capital, Exposition Ventures, and Impact VC. axios.link/3G8VGfG

🚑 Doctronic, a NYC-based health assistant, raised $5m in seed funding from USV and Tusk Ventures. doctronic.ai

⚡ Collide, a Houston-based genAI platform for energy, raised $5m in seed funding led by Mercury Fund. collide.io

• Homemove, a London-based proptech for home-moving, raised $5m. Fuel Ventures led, joined by Blandford Family Office and Oxford Innovation. axios.link/42i8auc

• Mindset AI, a U.K.-based embedded AI agent platform, raised £4.3m led by Pembroke Investment Managers. axios.link/42fkVpk

• Telli, a German call automation platform, raised $3.6m in pre-seed funding co-led by Cherry Ventures and YC. axios.link/43TDIYl

🌎 BeSirius, a Dutch sustainability intelligence platform for heavy industries, raised €3m in seed funding. NAP led, joined by Fund F, Techstars, Blackwood, WEPA Ventures, and Golden Egg Check. axios.link/42CrEIP

• Octolane, an SF-based sales CRM, raised $2.6m in seed funding from YC, Basis Set Ventures, General Catalyst Apex, and individual angels. octolane.com

• ACA Group, a GRC advisor backed by Genstar Capital, acquired Global Trading Analytics, a Rutherford, N.J.-based provider of transaction cost analysis services. acaglobal.com

• Atlas Holding agreed to buy British banknote printer De La Rue (LSE: DLAR) for £3263m. axios.link/4jrJu84

• Bertram Capital acquired Applied Products, a Minnetonka, Minn.-based maker of adhesive solutions, from Arsenal Capital Partners. appliedproducts.com

• Inveniam Capital Partners acquired Hedgehog, a London-based digital platform for real-world investments. axios.link/43TvbF0

🚑 New Mountain Capital acquired a control stake in SmarterDx, a New York revenue cycle management company that had raised over $70m from Transformation Capital, Flare Capital Partners, Floodgate, Bessemer Venture Partners, and Refract Ventures. smarterdx.com

🚑 Revelstoke Capital Partners recapped AOM Infusion, a Fort Worth, Texas-based infusion provider focused on chronic therapy management. aominfusionrx.com

• Silver Lake agreed to buy a 51% stake in the Altera programmable chips business of Intel (Nasdaq: INTC). axios.link/3XWaBA0

• American Integrity Insurance Group, a Tampa, Fla.-based provider of residential property insurance, filed for a $100m IPO. It plans to list on the NYSE (AII). axios.link/4cBExYj

• Azadea Group, the operator of Zara and Virgin Megastore chains in the Middle East, paused IPO plans, per Bloomberg. axios.link/3Rdhpp4

• Timber Road Acquisition, a property and consumer SPAC led by Patrick Fisher (Timber Road Capital), filed for a $200m IPO. axios.link/42HYid4

⚡ Capital Power (TSX: CPX) agreed to buy gas-powered power plants in Ohio and Pennsylvania from LS Power Equity Advisors for $2.2b. axios.link/4jxKTKm

• Intapp (Nasdaq: INTA) agreed to acquire TermSheet, a Kansas City-based provider of software for real estate teams, from Platform Ventures. axios.link/3EhsS45

• White Bridge Investments is seeking to sell Named Group, an Italian supplements maker that could fetch up to €800m, per Bloomberg. axios.link/4jclYwc

• Elliott Investment Management has built more than a $1.5b stake in HP Enterprise (NYSE: HPE), making it a top five shareholder, per Bloomberg. axios.link/4cvPUke

🚑 Haleon (LSE: HLN) spent $221m to buy the remaining 12% stake in its Chinese consumer health joint venture from Tianjin Pharmaceutical Da Ren Tang. axios.link/4cxSjLa

• Onsemi (Nasdaq: ON) ended its $6.9b takeover pursuit of chipmaker Allegro Microsoystems (Nasdaq: ALGM). BFD flashback

• Paychex (Nasdaq: PAYX) completed its $4.1b purchase of payroll and HR software firm Paycor HCM. axios.link/3XYCXJS

• Pipe, an embedded SMB financing startup that's raised over $300m, acquired spend management provider Glean.ai. axios.link/4imMWQz

• StoneX (Nasdaq: SNEX) agreed to acquire U.S. futures brokerage RJ O'Brien for $900m. axios.link/42wrDpE

• Ansor, a British PE firm, raised £250m for its second fund. ansor.co.uk

• AXA Venture Partners of Paris completed its management buyout from AXA and will rebrand to Atlantic Vantage Point. It also said that European Investment Fund agreed to serve as anchor LP on a new, €1.5b growth equity fund. axios.link/4iimmbi

🚑 Linden Capital Partners raised $5.4b for its sixth, healthcare-focused buyout fund, per Axios Pro. axios.link/4jAJfry

• Manulife Investment Management raised US$660m for its third PE fund. manulifeim.com

• Elena DeVoe joined Athena Capital as a director. She previously was with UBS Private Funds Group. axios.link/44pZ67L

• Sharla Grass joined Serena Ventures as a New York-based partner. She previously was with Greycroft. axios.link/4cBFmAn

• Michael Reed, former director of whip ops and member services for Rep. Katherine Clark (D-Mass.), joined a16z as a government affairs partner. axios.link/4ijk6QW

• Stephen Rodriguez, founder of One Defense, joined DCVC as an operating partner focused on defense tech. axios.link/42x8rZ5

• Yuri Sagalov is joining General Catalyst as a managing director who will lead seed investing. He previously founded Wayfiner Ventures. axios.link/4jjbdYX

Mark Zuckerberg testified for around three hours yesterday, as the first witness in the FTC's landmark antitrust case against Meta.

• He's expected to be back on the stand today.

Axios Pro's Maria Curi was at the courthouse, and reports that the FTC confronted Zuckerberg with several emails from just before the Instagram acquisition, showing that he was worried about the photo-sharing app's growth.

• In one, he wrote that falling behind would be "really scary and why we might want to consider paying a lot of money for this."
• Yesterday, Zuckerberg said the email was about "trying to analyze where the value is with Instagram ... with the conclusion that this could potentially be scary, but I'm not sure that I was really scared at the time."