Oct 24, 2017

Axios Pro Rata

Greetings from my final day in Las Vegas, where most of the talk has been about crypto and credit. I love your tips and feedback, so please send them to dan@axios.com, or via www.axios.com/tips. Okay, here we go...

Top of the Morning

SoftBank's tender deal with Uber has hit another stumbling block, according to multiple sources. The Japanese giant has asked shareholders like Benchmark to not discuss with peers how much they may sell or at what price. SoftBank views it as an anti-collusion provision, whereas the shareholders view it as a gag order.

  • Status: This was a bigger problem several days ago than it was today, as many of the shareholders have given verbal assurances that they won't talk. But they won't sign paperwork to that effect — fearing possible liabilities — and it's still a bit unclear if SoftBank will take their word as bond.
  • Rationale: For SoftBank, this is as much about timing as price, as it fears shareholders will wait until the end of the 30-day period to announce their opposition, thus effectively restarting the process for another 30 days. Or, put another way, exactly what would happen in a tender were Uber publicly-traded.
  • Dollars and common sense: We still don't have indication on price. The range on SoftBank's "term sheet" with the Uber board didn't approach the 409a price we reported was the likely tipping point in terms of getting this thing done, but it is allowed to tender at a higher number (albeit not a lower one). And that report came before Lyft raised a major up-round, thus making it harder to SoftBank to push through a deep discount on Uber shares.

• Quasi-related: Delphi Automotive this morning agreed to acquire nuTonomy, a Cambridge, Mass.-based developer of autonomous auto software, for $400 million upfront and up to $50 million in additional earn-outs. Big return for backers like Highland Capital Partners, which invested $23 million into a Series A round round last summer at a $77 million pre-money valuation (per PitchBook).

• (Turbo) tax talk: The White House keeps talking about how its tax plan could simplify tax returns to the point of being able to file via postcard. That would seem to pose a major problem for Intuit, whose flagship TurboTax product was borne of tax code complexity.

  • Counterargument: Dan Wernikoff, an Intuit EVP and general manager of its consumer tax group, says that I've got it all wrong, and that Intuit supports income tax simplification. He tells Axios that the "postcard" promise would mostly apply to 1040A filers, who already can access a free TurboTax product. And while Wernikoff acknowledges that the tax plan could significantly expand that sort of group, he believes simplification will pull more people to online filing and away from "stores" like H&R Block.
  • Notable: Wernikoff also was pitching a new TurboTax add-on that lets users calculate their personal debt-to-income ratios, which it then can provide to lenders as an alternative (or addition) to credit scores. There has been a lot of discussion here at Money 20/20 about such products (including from startups), both due to disgust with Equifax and a broader belief among lenders that they've relied too heavily on credit scores without taking other data points into account.

CURO (a.k.a. Speedy Cash), a Wichita, Kansas-based provider of payday loans and other financial services to the unbanked, has filed for a $100 million IPO. It plans to trade on the NYSE under ticker symbol CURO, with Credit Suisse listed as left lead underwriter. The company reports $33 million of net income of $442 million of revenue for the first half of 2017, and is owned by private equity firm FFL Partners.

  • Why it's the BFD: Because this filing comes just weeks after the Consumer Finance Protection Bureau issued strict new rules on payday lending, with most provisions slated to become effective in mid-2019. If not overturned by Congress – or rescinded by whoever follows Richard Cordray as CFPB boss – these rules would eventually eat into both CURO's top and bottom lines, even if they also prompt industry consolidation.
  • Ridiculous rates: Per its website, Speedy Cash charges $273.01 in fees on a $500 short-term installment loan in Nevada. That works out to a whopping APR of 438.78%, and assumes all payments are made on time over a 77-day period.
  • Bottom line: Yuck.
Venture Capital Deals

🚑 NeuroPace, a Mountain View, Calif.-based developer of a neurostimulation system for reducing seizure frequency, has raised $74 million in new VC funding co-led by KCK Group and OrbiMed. http://axios.link/tqEa

• Nested, a British provider of cash advances for those buying new homes before selling their old ones, has raised £36 million in new VC funding led by Global Founders Capital. http://axios.link/BxVW

• iAdvize, a London-based conversational marketing startup, has raised €32 million in Series C funding from Idinvest Partners, Bpifrance and Quadrille Capital. http://axios.link/Hj3c

• KnowBe4, a Tampa Bay, Fla.-based security awareness training and simulated phishing platform, has raised $30 million in new funding. Goldman Sachs Growth Equity led the round, and was joined by return backer Elephant. www.knowbe4.com

🚑 Nimble Pharmacy, a prescription drug delivery startup, has raised $28 million in new VC funding. Sequoia Capital led the round, and was joined by Y Combinator, First Round Capital, DAG Ventures and Khosla Ventures. http://axios.link/bvnh

• Shift Technology, a France-based provider of software for detecting fraudulent insurance claims, has raised $28 million in Series B funding from General Catalyst and return backers Accel, Elaia Partners and Iris Capital. http://axios.link/JAbH

• Harness, a San Francisco-based "continuous delivery-as-a-service" startup from AppDynamics co-founder Jyoti Bansal, has raised $20 million in Series A funding co-led by Menlo Ventures and BIG Labs. http://axios.link/Sq61

• Wibbitz, a New York-based provider of an automated solution for creating short videos based on text news, has raised $20 million in Series C funding. Bertelsmann Digital Media Investments led the round, and was joined by The Weather Channel, The Associated Press, TF1 and return backers NantMobile, lool Ventures and Horizons Ventures. http://axios.link/GQnF

• Connatix, a New York-based video tech and syndication platform for content publishers, has raised $15 million in growth equity funding led by Volition Capital. www.connatix.com

• Blue Medora, a Grand Rapids, Mich.-based connective enterprise software startup, has raised $8 million in Series B1 funding led by First Analysis. http://axios.link/pV8u

• Raw Pressery, an Indian maker of cold-pressed juices, has raised $6 million in funding from return backers Sequoia Capital, Saama Capital and DSG Consumer Partners. http://axios.link/UoVn

• Blickfeld, a German developer of a low-cost LiDAR system, has raised $4.25 million in seed funding. Fluxunit led the round, and was joined by High-Tech Gründerfonds, Tengelmann Ventures and Unternehmertum Venture Capital Partners. http://axios.link/hJMq

• Finn.ai, a Vancouver-based virtual assistant for banking and personal finance, has raised C$3 million in funding led by Yaletown Partners. www.finn.ai

• Gro Intelligence, a New York-based agricultural data analytics startup, has raised an undisclosed amount of Series A2 funding. TPG Growth led the round, and was joined by Data Collective. www.gro-intelligence.com

Private Equity Deals

🚑 Bracket, a Wayne, Penn.-based portfolio company of Genstar Capital, has acquired mProve Health, an Arlington, Va.-based provider of mobile tech for life sciences companies. www.mprove.com

• Capstone Automotive Group, an affiliate of GPB Capital, has acquired a majority stake in Prime Motor Group, operator of more than 25 auto dealerships in New England. www.capstoneautomotivegroup.com

• Framework Capital and Tecum Equity Partners have agreed to acquire Gibraltar Cable Barrier Systems, an Austin, Texas-based high-tension cable barrier system provider, from Gibraltar Materials. www.gibraltarglobal.com

• Huron Capital has acquired Hansons, a Troy, Mich.-based provider of home repair and renovation services. http://axios.link/55Rq

• Insight Venture Partners has acquired Bullhorn, a Boston-based provider of recruiting software, from Vista Equity Partners. http://axios.link/cuwF

• TPG Capital has agreed to acquire Exactech (Nasdaq: EXAC), a Gainesville, Fla.-based maker of orthopedic implant devices and surgical instrumentation for extremities and large joints. Th deal is valued at $625 million, or $42 per share (31% premium over last Friday's closing price). http://axios.link/NYgI

Public Offerings

• Arqiva, a British broadcast and mobile towers company, is planning a £1.5 billion London IPO. The float would be London's largest of 2017, and could value Arqiva at around £6 billion (including debt). http://axios.link/bwm1

• BlueGreen Vacations, a Boca Raton, Fla.-based timeshare management company, has filed for a $100 million IPO. It plans to trade on the NYSE under ticker symbol BXG, with Stifel and Credit Suisse serving as lead underwriters. www.bluegreenvacations.com

🚑 scPharmaceuticals, a Burlington, Mass.-based developer of products for subcutaneous delivery, has filed for a $100 million IPO. It plans to trade on the Nasdaq under ticker symbol SCPH, with Jefferies serving as lead underwriter. Shareholders in the pre-IPO company include 5AM Ventures (23.2% pre-IPO stake), OrbiMed (23%) and Lundbeckfond (22.6%). www.scpharma.com

🚑 Spero Therapeutics, a Cambridge, Mass.-based developer of therapeutics to treat bacterial infections, has set its IPO terms to 5 million shares being offered at $14-$16 per share. It would have a fully-diluted market cap of around $215 million, at the middle of its range. The pre-revenue company plans to trade on the Nasdaq under ticker symbol SPRO, with BofA Merrill Lynch listed as left-lead underwriter. Spero has raised around $115 million in VC funding from firms like Atlas Venture (23.6% pre-IPO stake), SR One (17% pre-IPO stake), Google Ventures (13.2%), Lundbeckfond (10.4%), RA Capital Management (7.2%), Osage University Partners (5%) and Rock Springs Capital. www.sperotherapeutics.com

Liquidity Events

🚑 Smith & Nephew has agreed to acquire Rotation Medical, a Plymouth, Minn.-based tissue regeneration company, for upwards of $210 million (including $125m in cash up-front). Rotation Medical had raised around $58 million in VC funding from NEA, Life Sciences Partners and Pappas Ventures. http://axios.link/9EQt

More M&A

⛽ Aker BP has agreed to buy the Norwegian unit of Hess Oil for $2 billion. http://axios.link/RZZE

🚑 Spire Healthcare (LSE: SPI), a British private hospital operator, has rejected a £1.2 billion takeover offer from South African hospitals operator Mediclinic International, which holds around a 30% stake in Spire. http://axios.link/oSIR

• WeWork has agreed to buy Lord & Taylor's flagship Fifth Ave. department store location in Manhattan for its new headquarters, at a price-tag of $850 million. http://axios.link/eTyD

Final Numbers

More from the Brunswick survey of more than 100 M&A advisors, which comes ahead of this week's XBMA symposium at Stanford:

Top positive impact for M&A by geography:

  • USA: Tax policy (33%)
  • China: Road & Belt Initiative (68%)
  • Europe: Shareholder activism (50%)

Most negative impact for M&A by geography:

  • USA: Trump and CFIUS (44%)
  • China: Limitations on outbound investment (52%)
  • Europe: Geopolitical risks (51%)