Apr 24, 2017

Axios Pro Rata

By Dan Primack
Dan Primack

Greetings from the home office. A regular reminder that you can send feedback, criticisms, compliments and scoop to me at dan@axios.com, or via our anonymous tipline (http://axios.com/tips). Plus Telegram, Signal, Confide, WhatsApp, Twitter DM, etc. (Dan Primack / 857-472-3072 / @danprimack). Here we go...

Top of the Morning

• Toeholds: Apollo Global Management may increase its investors' exposure to public equities, per a Bloomberg review of marketing materials for the firm's next flagship buyout fund (slated to close in May). Specifically, Apollo would allocate up to 10% of the $20 billion+ targeted vehicle to listed stocks on the open market, doubling the 5% allocation on its current fund.

  • Why? The idea is to form so-called toeholds, or small stakes that may lead to future takeover opportunities.
  • Unique? Nope. For example, KKR can invest up to 15% of its new North American buyout fund in listed stocks. We've also seen it a bunch in retail stocks, from firms like Golden Gate and Sycamore Partners buying stakes.
  • Caveat: It's possible that the allocation increase won't actually be in the final Apollo fund documents. Such terms are fluid until the close.
  • Argument: Apollo's Josh Harris told the Oregon Investment Council: "The public markets for the first time in our history are affording us many, many diamonds in the rough."
  • Translation: Harris is basically suggesting that while the public markets have richly rewarded strong performers, it's effectively shunned challenged companies, thus leading to a bifurcated market (overvalued vs. undervalued, rather than properly valued on either side).
  • Counterargument: LPs are being asked to pay big control-oriented fees for non-control positions.

• Round off: Yahoo today told shareholders that Verizon agreed to pay $4.475 billion for Yahoo's core Internet assets, which is on the low end of the announced $4.48 billion price-tag (which already was revised down from $4.8b, due to disclosures of various security breaches).

• Risk reversal: President Trump continues to sign executive orders at a pace that would make President E-O(bama) blush, including one last Friday that tells the Treasury Department to review regulators' ability to label private equity and other non-bank firms as risky institutions. Also, Axios' Jonathan Swan reports that new EOs on trade could come as soon as this week.

• Deal scoop: Summit Partners has agreed to acquire a majority stake in PrismHR, a Massachusetts-based SaaS suite for HR service providers, for more than $100 million, Axios has learned. Part of the proceeds will be used to provide partial liquidity to existing PrismHR investor Accel-KKR, which will roll over a portion of its holdings and retain one of its two board seats.

  • Special sauce: The difference between PrismHR and other HR software companies is target market. Whereas most human capital management solutions serve a single corporate client, PrismHR aims at organizations that may have a single employee working for multiple clients (e.g., a restaurant, a bar and a pizza place). In such cases, benefits might need to be calculated differently at different levels.
  • Deal genesis: Summit first contacted PrismHR several years ago via its cold-calling program, but conversations didn't really heat up until late 2016.
  • Plans: The deal is effectively about growth, although Summit doesn't view this as a rollup opportunity. Instead, the idea is to scale up PrismHR's nearly 200-person workforce (both on tech and sales side), with CEO Gary Noke saying he can "see a straight path past $100 million in revenue." The current run rate is north of $35 million, compared to $7 million when Noke took over for the company's founding CEO in 2014.

• Answers: Online Q&A site Quora on Friday disclosed that it has raised $85 million in new VC funding at around a $1.8 billion valuation. Company co-founder and CEO Adam D'Angelo tells Axios that proceeds will go toward "internationalization" (i.e., adding languages ― it did Spanish at the end of 2016 with French, German and Italian to soon follow) and to increase its focus on machine learning (e.g., figuring out who should answer each question).

D'Angelo also clarified Quora's unusual entry into the Y Combinator program in 2014, despite already being 5 years-old at the time:

"I think it got blown up in the press to be more than it actually was. Sam [Altman] and other YC partners wanted to do an experiment investing in later-stage companies, so they did a small investment in our last round. That gave us YC status, but we didn't do the normal stuff that early-stage companies do at YC... but it did make us eligible for what became the YC Continuity Fund, which is where a lot of the new funding is coming from."

• Recommended reading/viewing: My long-ago colleague Laurie Segall has put together a fantastic docuseries for CNNgo called Mostly Human, and her latest episode focuses on depression and other mental health issues in the tech world. "In Silicon Valley, where your biggest asset is your brain, the stigma is magnified." Get more here.

The BFD

Becton Dickinson & Co. (NYSE: BDX) has agreed to acquire C.R. Bard (NYSE: BCR), a Murray Hill, N.J.-based maker of oncological, vascular and surgical products, for $24 billion in cash and stock. The $317 per share value represents a 25% premium over Friday's closing price.

  • Why it's the BFD: Really? You need more than $24 billion, which tops BD's $12 billion purchase of CareFusion in 2015? Okay, because this deal immediately evolves BD from a diabetes-focused company (at least in its medical unit, which makes up half its $12.4b in revenue) into one that also can handle oncology, vascular, urology and surgical. Plus it could help BD catch up outside of the U.S., where Bard already has around 500 products for sale.
  • Bottom line: "BD and other medical device companies are attempting to offset pricing pressure from consolidating hospitals and health systems through their own mergers — creating an arms race in health care over market power. More of these deals are likely, especially if the resulting medical device company can serve more as a one-stop shop for hospitals." ― Bob Herman, Axios
Venture Capital

• Farmdrop, a London-based online grocery delivery platform, has raised £7 million in Series A funding led by Atomico. http://tcrn.ch/2pS3FC3

• Pitchy, French digital video creation solution, has raised €4 million in VC funding from Seventure Partners and Bpifrance. http://bit.ly/2pjII6e

• MJ Freeway, a Denver-based provider of business management software for the cannabis industry, has raised $3 million in new Series B funding from existing backers Roger McNamee and Tao Capital Partners. www.mjfreeway.com

• DreamCheaper, a German travel search and booking engine, has raised €1.5 million in new VC funding from Holtzbrinck Ventures and TruVenturo. http://bit.ly/2pV29lt

• RotoQL, a New York-based fantasy sports data startup, has raised $1.2 million in seed funding from Boston Seed Capital and individuals like DraftKings CEO Jason Robins. http://bit.ly/2pCPbWB

• Swingvy, an HR software startup focused on SMEs in Southeast Asia, has raised $1.1 million in seed funding co-led by Big Basin Capital and Walden International. http://tcrn.ch/2oqrDDx

Private Equity

• AGIC Capital has acquired Fotona, a Slovenian maker of solid-state laser systems for medical and dental applications, from The Gores Group for an undisclosed amount. http://bit.ly/2pUvXw2

• Blackford Capital has aquired Ellison Bakery, a Fort Wayne, Ind.-based maker of cookies and snack bars. No financial terms were disclosed, except that Comerica Bank provided leveraged financing. www.ebakery.com

• GTCR has formed Regatta Medical, a Chicago-based acquisition platform focused on the medical device space, in partnership with Chip Hance (former CEO of Creganna Medical). www.gtcr.com

• KKR is in "advanced talks" to acquire a stake in Indian medical diagnostics firm SRL, which would be valued at around $775 million, per Bloomberg. https://bloom.bg/2pO1lfg

• L'Oreal (Paris: OREP) has narrowed the bidders for UK-based retailer The Body Shop, which could be valued north of €800 million, per Bloomberg. Those making it through to the second round include CVC Capital Partners, Advent International, Investindustrial and Brazilian cosmetics company Natura Cosmeticos. https://bloom.bg/2plO9S7

• Värde Partners has acquired Italian luxury hotel group Gruppo Boscolo. No pricing terms were disclosed. http://bit.ly/2p2fd7S

Public Offerings

• Argenx, a Dutch developer of antibody-based therapies for the treatment of severe autoimmune diseases and cancer, has filed for a $75 million IPO. It plans to trade on the Nasdaq under ticker symbol ARGX, with Cowen & Co. listed as left lead underwriter. Shareholders include Forbion Capital (10.56% pre-IPO stake), Life Sciences Partners (8.52%), Federated Investors (7.36%), Shire (7.01%) and Percentive Advisors (5.59%). www.argen-x.com

Liquidity Events

• Dubai Aerospace Enterprise has agreed to acquire Ireland-based aircraft lessor AWAS from Terra Firma Capital Partners and the Canada Pension Plan Investment Board for an undisclosed amount. http://bit.ly/2oDj4oh

More M&A

• Arcelor Mittal has agreed to sell the Georgetown Steelworks plant in South Carolina to London metals firm Liberty House Group for an undisclosed amount. http://reut.rs/2pb8yZa

• Cenovus Energy (TSX: CVE) said that it may sell some of the Deep Basin natural gas assets it recently acquired from ConocoPhillips (NYSE: COP), per an RBC analyst note. https://tgam.ca/2oCL9wv

• China Mobile (HK: 0941) and several private equity firms have been approached by the top three shareholders in Singapore telco M1 Ltd. about selling their combined 61% stake, according to Reuters. The company is currently valued at around US$1.4 billion. http://reut.rs/2oCqSGu

• Jimmy Choo (LSE: CHOO), a British luxury footwear and accessories retailer, said that it is seeking takeover offers. JAB Luxury holds a 67.7% stake in Jimmy Choo, and supports the process. http://reut.rs/2q6x2Qo

• Pfeiffer Vacuum, a listed German maker of vacuum pumps, is asking shareholders to reject a sweetened $1.2 billion takeover offer from rival Busch. http://reut.rs/2olYBJb

Fundraising

• BC Partners is seeking to raise $200 million for its debut private credit fund, most of which will come from firm partners, according to Private Equity International. http://bit.ly/2oXymaB

It's Personnel

• Dominic Casserley, former chairman of Willis Towers Watson, has joined Warburg Pincus as a senior advisor to its financial services team. www.warburgpincus.com

• Stella Point Capital has promoted Robert Jahn to managing director. www.stellapoint.com

• Värde Partners, a Minnesota-based private equity and distressed debt firm, said that it plans to double its 30-person Asia-Pacific headcount over the next five years. https://bloom.bg/2pqUCv2

Final Numbers: Median holding for buyout-backed cos
Dan Primack