Jul 30, 2020

Axios Pro Rata

By Dan Primack
Dan Primack

⚠️ Situational awareness: U.S. GDP shrank at an annualized 32.9% rate in Q2, the worst-ever contraction on record. Weekly jobless claims also continued their troubling rebound, hitting 1.43 million.

Top of the Morning

Illustration: Sarah Grillo/Axios

Tech companies usually model out regulatory risk before signing new merger agreements. But, increasingly, they're facing scrutiny for deals that closed years ago without a peep from Washington, D.C.

  • Unfriended: Rep. David Cicilline (D-R.I.), who chaired yesterday's Big Tech hearings, told the "Axios Re:Cap" podcast that Facebook should be broken up, in part because of its acquisitions of Instagram and WhatsApp.

What happened: Cicilline had closed the hearing by saying all four of the testifying companies — Apple, Amazon, Facebook and Google — have monopoly power and "some need to be broken up." When I asked which ones need to be dismantled, he didn't mince words:

"Mr. Zuckerberg acknowledged in this hearing that his acquisition of WhatsApp and Instagram were part of a plan to both buy a competitor and also maintain his money, power, or his dominance. That's classic monopoly behavior."

Also driving the news: Treasury Secretary Steven Mnuchin yesterday confirmed that there is an active CFIUS review into ByteDance's 2017 purchase of TikTok (then known as Musical.ly). Yes, both are Chinese companies, but CFIUS gets oversight because Musical.ly registered its U.S. operations.

  • Yes, old mergers can be forcibly unwound, as we discussed two years ago during the AT&T/Time Warner saga.
  • It doesn't much matter if objections weren't raised initially, or even if the buyer was mocked for overpaying.
  • At the same time, let's add a regular reminder (more for Congress than for you, dear readers) that horizontal mergers do not de facto violate antitrust law.

The bottom line: Closing a deal may no longer provide closure.

The BFD

Illustration: Eniola Odetunde/Axios

General Electric (NYSE: GE) agreed to sell its investments in eleven startups to 40 North Ventures, a VC affiliate of Standard Industries.

  • Why it's the BFD: GE once was among the most active corporate investors in startups, but now has been reduced to selling off its portfolio piecemeal.
  • The companies are Aras, Carbon, Catalant, Desktop Metal, Enbala, Menlo Micro, Nexar, Proterra, Tamr, Upskill, and Volta.
  • 40 North? It's an early-to-growth stage firm, rather than a secondaries investor, but felt this particular portfolio was in its industrial tech-focused wheelhouse.
  • The bottom line: GE in early 2019 began prepping what it had hoped would be a sale of its entire GE Ventures portfolio, then with a net asset value of around $500 million. That effort failed, thus leading to mini-auctions like this one and an earlier deal for 16 health care investments.
Venture Capital Deals

Auto1 Group, a German used car marketplace, raised €225 million via a convertible notes sale to Farallon Capital Management, Baupost Group, and return backer SoftBank Vision Fund. http://axios.link/FPq9

Infobip, a Croatian cloud communications firm, raised $200 million in its first outside funding round from One Equity Partners at a valuation north of $1 billion. http://axios.link/TGeJ

🚑 Sema4, a Stamford, Conn.-based health intelligence company, raised $120 million at a valuation north of $1 billion from BlackRock, Deerfield Management, and Moore Capital. http://axios.link/sTPQ

🚑 Omega Therapeutics, a Cambridge, Mass.-based epigenomics startup, raised $85 million led by Flagship Pioneering. http://axios.link/mVI8

🚑 Eargo, a San Jose, Calif.-based medical device startup focused on hearing loss, raised $71 million. Gilde Healthcare and Longitude Capital co-led, and were joined by NEA, the Charles and Helen Schwab Foundation, and Nan Fung Life Sciences. http://axios.link/2uHE

🚑 DNA Script, a French developer of de novo synthetic nucleic acids, raised $50 million in new Series B funding (round total now $89m). Casdin Capital led, and was joined by Danaher Life Sciences, Agilent Technologies, Merck KGaA, M Ventures, LSP, Bpifrance, and Illumina Ventures. http://axios.link/2XAr

🚑 ExeVir Bio, a Belgian biotech focused on antivirals, raised €23 million in Series A funding. Fund+ led, and was joined by VIB, UCB Ventures, SFPI-FPIM, and V-Bio Ventures. http://axios.link/O2Gw

Instrumental, a Palo Alto-based computer vision startup focused on detecting manufacturing anomalies, raised $20 million in Series B funding. Canaan Partners led, and was joined by Stanford StartX, Root Ventures, Eclipse Ventures, and First Round Capital. http://axios.link/wxkg

🚑 Alydia Health, a Menlo Park-based medical device startup focused on obstetric hemorrhages, raised $12.9 million in Series C funding. AXA Investment Managers led, and was joined by return backers Global Health Investment Fund and Avestria Ventures. www.alydiahealth.com

Magnetis, a Brazilian digital wealth management startup, raised $11 million in Series B funding. Redpoint eventures led, and was joined by Vostok Emerging Finance. www.magnetis.com.br

KloudGin, a Sunnyvale, Calif.-based provider of field service and asset management software, raised $8.2 million in Series A funding from Cloud Apps Capital Partners. www.kloudgin.com

Byrd, a Berlin-based e-commerce fulfillment platform, raised €5 million in Series A funding. Rider Global led, and was joined by Venture Friends and FJ Labs. http://axios.link/pa6q

DataPlor, a Los Angeles-based provider of business location data, raised $4 million from Space Capital, Quest Venture Partners, and FF Venture Capital. http://axios.link/wEE3

Mountain Health Technologies, a Dallas-based primary care subscription service for young adults, raised $1.5 million in seed funding led by Matchstick Ventures. http://axios.link/R4Eu

Private Equity Deals

Acrisure, a Caledonia, Mich.-based insurance brokerage, agreed to buy an insurance AI unit of Tulco, a Pittsburgh-based tech holding company led by Thomas Tull, for $400 million in stock. http://axios.link/xKQM

🍕California Pizza Kitchen, a Los Angeles-based restaurant chain owned by Golden Gate Capital, filed for Chapter 11 bankruptcy protection. http://axios.link/bRTo

Crestview Partners invested in Upwell Water, a San Francisco-based specialty finance firm focused on the water market. www.water.llc

KKR made a binding offer for a minority stake in Telecom Italia’s (Milan: TLIT) last-mile grid, per Reuters. http://axios.link/4rzj

Modern Hire, a Delafield, Wis.-based portfolio company of The Riverside Company, acquired Sonru, an Irish provider of automated video interviewing technology. www.modernhire.com

National Flavors, a Kalamazoo, Mich.-based portfolio company of The Riverside Company, acquired GSB & Associates, an Atlanta-based developer of custom flavors. www.nationalflavors.com

Public Offerings

🚑 Acutus Medical, a Carlsbad, Calif.-based developer of ablation procedures to treat arrhythmia, set IPO terms to 7.5 million shares at $16-$18. It would have a fully-diluted market value of $457 million, were it to price in the middle, and plans to list on the Nasdaq (AFIB) with JPMorgan as lead underwriter. Acutus raised over $300 million in VC funding from firms like OrbiMed (30.5% pre-IPO stake), Deerfield Management (18.4%), and Advent Life Sciences (9.3%), and Index Ventures. http://axios.link/iKSx

🚑 AlloVir, a Cambridge, Mass.-based developer of T cell therapies for viral diseases, raised $276 million in its IPO. The company priced 16.3 million shares at $17, versus plans to offer 14.8 million at $16-$18, for a fully-diluted market value of $1.1 billion. It will list on the Nasdaq (ALVR) and had raised $154 million in VC funding from firms like Fidelity, Gilead Sciences, Invus Group, Samsara BioCapital, F2 Ventures, EcoR1 Capital, Redmile Group, and SVB Leerink. http://axios.link/25vs

Li Auto, a Chinese maker of electric SUVs, raised $1.1 billion in its IPO. The company priced 95 million shares at $11.50 (above $8-$10 range), for a fully-diluted value of $10 billion. It will list on the Nasdaq (LI), used Goldman Sachs (Asia) as lead underwriter, and reports an $11 million net loss on $120 million in revenue for Q1 2020. http://axios.link/L2Zj

🐔 Vital Farms, the country's largest producer of pasture-raised eggs, increased its IPO price range from $15-$17 to $19-$21. It still plans to offer 7.8 million shares, and now would have a fully-diluted value of $869 million (were it to price at the midpoint). Shareholders include Manna Tree Partners (8.2% pre-IPO stake), SJF Ventures (8.2%), and Arborview Capital Partners (6.6%). http://axios.link/lvso

Vertex, a King of Prussia, Penn.-based provider of business tax software, raised $402 million in its IPO. The company priced 21.15 million shares at $19 (above $14-$16 range), for a fully diluted market value of $3 billion. It listed on the Nasdaq (VERX) and used Goldman Sachs and Morgan Stanley as lead underwriters. The company reports $7.3 million of net income on $75 million in revenue for Q1 2020. http://axios.link/6LaY

SPAC Stuff

🚑 Cerevel Therapeutics, a Boston-based CNS biotech owned by Bain Capital and Novalis LifeSciences, agreed to go public via a reverse merger with Arya Sciences Acquisition Corp II (Nasdaq: ARYBU), a SPAC sponsored by Perceptive Advisors. http://axios.link/a3xf

Churchill Capital Corp IV, the fourth SPAC from Michael Klein, raised $1.8 billion in an upsized IPO. http://axios.link/Q6pN

🚑 SOC Telemed, a Reston, Va.-based acute care telemedicine company backed by Warburg Pincus, agreed to go public via a reverse merger with Healthcare Merger Corp (Nasdaq: HCCO), a SPAC co-sponsored by Shulman Ventures. The company would be valued at around $720 million. http://axios.link/pshm

Forum Merger III, the third SPAC co-led by David Boris (MK Capital) and Marshall Kiev (Pali Capital), filed for a $250 million IPO. http://axios.link/ftOZ

Petra Acquisition, a cannabis-focused SPAC led by Andreas Typaldos, filed for a $125 million IPO. http://axios.link/040k

Liquidity Events

Partnerize, a San Francisco-based provider of partner marketing software for global brands, acquired Pepperjam, Philadelphia-based affiliate marketing tech provider. Partnerize has raised nearly $100 million from firms like Accel-KKR, Greycrosft, Mithril Capital, and DN Capital, while Pepperjam was owned by Banneker Partners and Permira. http://axios.link/1Vo8

ZenBusiness, an Austin, Texas-based software platform for launching new businesses that’s raised VC funding from firms like Greycroft, acquired Joust, an Austin-based mobile banking platform for the self-employed. Joust had raised around $5 million from firms like PTB Ventures. www.zenbusiness.com

More M&A

Azimut Group agreed to acquire a 20% equity stake in Kennedy Lewis Investment Management, a New York-based private credit investment management firm. http://axios.link/XMSw

Enova International (NYSE: ENVA) agreed to buy online small business lender OnDeck Capital (Nasdaq: ONDK) for $90 million in cash and stock. OnDeck had gone public six years ago at a $1.8 billion valuation. http://axios.link/h5lA

Sampo, a listed Finnish insurer, is considering a takeover offer for British general insurer Hastings Group (LSE: HTSG), per Bloomberg. Hastings Group has a market cap of around £1.3 billion. http://axios.link/MZux

Strategic Education (Nasdaq: STRA) agreed to buy the Australia and New Zealand business of Laureate Education (Nasdaq: LAUR) for $643 million. Losing bidders reportedly included BGH Capital and Pacific Equity Partners. http://axios.link/XAHX

Fundraising

Goldman Sachs Merchant Banking is targeting $7 billion for a new senior loan fund, and between $5 billion and $10 billion for a new special situations fund, per Reuters. http://axios.link/DuMo

H.I.G. Capital is raising €1 billion for its third Europe-focused buyout fund, per an SEC filing. www.higcapital.com

It's Personnel

Erin O'Brien Edwards and Justin Kulla joined TZP Group as partners of growth equity and impact investing, respectively. Edwards previously was with North Castle Partners, while Kulla was with Weld North. www.tzpgroup.com

Tara Luthra, a Dubai-based investment banker, is leaving Morgan Stanley for Credit Suisse, per Bloomberg. http://axios.link/3wMy

Final Numbers
Source: KKR leveraged credit report. Data via KKR Credit Analysis and BofAML as of 6/30/20.
Dan Primack

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