Nov 6, 2018

Axios Pro Rata

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Top of the Morning

Illustration: Sarah Grillo/Axios

Hundreds of employees of a Massachusetts-based pizza chain on Sunday arrived to work, only to find a note taped to the door, informing them that they no longer had jobs. There was no mention of severance, but they didn't have that either.

  • The company is best-known as Papa Gino's, a pizza staple for generations of New Englanders, plus an affiliated sub shop chain named D'Angelo's. It had been owned since 2005 by private equity firm Bunker Hill Capital, and most recently had 178 company-owned and franchised locations, with around 3,000 employees (700 of whom were full-time).
  • It also had debt it ultimately proved unable to service, including $5 million in first-lien financing that matured in June 2017, $28 million (principle) in second-lien financing that matured last December and a mezzanine debt package with a balance now overdue of nearly $40 million.
  • Bunker Hill last year hired a turnaround firm to help it offset secular consumer trends (fewer in-store diners) and rising costs (namely health insurance and Massachusetts minimum wage increases). But by September it had basically thrown in the towel, resigning from the board and replacing itself with an independent restructuring professional.
  • The company claims to have had a couple takeover bites over the past year, but not at high enough prices to pay off the debt. But it also maintained conversations with Wynnchurch Capital, a middle-market private equity firm that also had bought up a bunch of the notes.

On Sunday, the company struck a prepackaged bankruptcy agreement, with Wynnchurch as the "stalking horse" bidder. It also immediately shuttered 92 stores, thus putting 1,100 people out of work. No warnings at all.

Bunker Hill, which technically still owns the company, declined repeated requests for comment. But at least it emailed back. Wynnchurch just ignored them.

A spokesperson for the holding company says:

“We regret having to abruptly close the restaurants without notice but were unable to share information until the proposed sale transaction was finalized. We have encouraged our employees to apply for positions in remaining restaurants and hope to begin placing some in the coming days.”

The spokesman declined to elaborate on why the company was "unable" to share information ahead of time, or at least give a word of warning — particularly to those workers who live paycheck-to-paycheck.

  • It might have been considered too costly to keep money-losing stores open any longer, or unpalatable to the new buyer.
  • And preemptively telling workers might have risked tipping off landlords, who just learned the company is surrendering its leases.

But it certainly feels like the last people to know were the only ones who couldn't afford to be in the dark.

Also...

Several reports yesterday on how Amazon may actually be picking two locations for its HQ2, which obviously will need to be renamed (leaving aside how silly it is to have a second headquarters, given that headquarters is, by definition, singular).

  • One huge questions is how the "split" will impact tax breaks and other incentives offered by local and state officials, including in the reported favored sites in Northern Virginia and Long Island City. Does Amazon get the same deal for a 25,000 job facility that it was promised for a 50,000 job facility?
  • Those incentive packages remain secret, even though many elected officials who made them are on ballots today. Voters deserved to know ahead of time, but Amazon's process was designed to make sure that they didn't.

• Canary watch: S&P 500 companies spent more on stock buybacks than on capital expenditures both Q1 and Q2 of 2018, according to a Deutsche Bank note spotted by Bloomberg's Lisa Abramowicz. The last time we saw that in two consecutive quarters was in 2007.

• In Memoriam: Jay Fewel, who spent 25 years leading private equity investments for the Oregon Investment Council, passed away last month at the age of 63. PE Hub's Chris Witkowsky collected some remembrances, including from execs at many brand-name buyout firms that got early checks from Jay.

  • As for my main memories: Jay didn't BS. He was also a lot of fun to talk to, even if we disagreed or the ultimate topic was totally unrelated to my call. Rest in peace.
The BFD

Source: Giphy

Broadcom (Nasdaq: AVGO) has completed its $18.9 billion takeover of enterprise software company CA Technologies.

  • Why it's the BFD: Because it appears Sen. Rand Paul's last-minute appeal for a CFIUS review fell on deaf ears at Treasury. Also, there's still an ongoing federal investigation into possible stock price manipulation related to that forged memo.
  • Bonus: Broadcom announced that it will sell cybersecurity company Veracode, which CA bought last year for $614 million, to private equity firm Thoma Bravo for $950 million.
  • Bottom line: "Sam King will become the CEO of Veracode following the close of the transaction, which is expected to be completed in the fourth quarter of 2018. King said that while at CA, the Veracode business unit was focused on applications security exclusively and had a dedicated team carrying out product development as well as go to market functions. She added that the same team will continue to function as a business unit of Broadcom until the deal closes between Broadcom and Thoma Bravo." — Sean Michael Kerner, eWeek
Venture Capital Deals

Tink Labs, a Hong Kong-based maker of smartphones for hotels to provide to guests, is raising up to $300 million in new funding at a pre-money valuation of $1.2 billion, per TechCrunch. http://axios.link/i91s

• Luckin Coffee, a Chinese coffee shop chain, is seeking to raise between $200-$300 million in new funding at a $1.5 billion valuation, per Reuters. In July it raised $200 million at a $1 billion valuation from firms like GIC. http://axios.link/XywR

• CFPA Microfinance, a Chinese rural microfinance company, raised around $140 million in Series C funding (both primary and secondary) led by The Rise Fund. Other shareholders include Ant Financial, China Foundation for Poverty Alleviation, IFC, Sequoia Capital China, High Impact Capital Advisors and Renda Puhui.

• Bitfury, a London-based provider of Bitcoin mining infrastructure, raised $80 million. Korelya Capital led, and was joined by Naver Group, Macquarie Capital, Dentsu Japan, Jabre, Lian Group, Argenthal, Armat Group, Foyer, MACSF, ITech and Digital Galaxy. http://axios.link/fnkI

• Meesho, an Indian, social commerce startup raised $50 million in Series C funding. Shunwei Capital, DST Global and RPS Ventures were joined by return backers Sequoia India, SAIF Partners, Venture Highway and YC. http://axios.link/Cjzh

• RapidSOS, a New York-based startup that provides data for emergency response situations, raised $30 million in new funding. Playground Global led, and was joined by Highland Capital Partners, M12, Two Sigma Ventures, Forte Ventures, The Westly Group and CSAA IG. http://axios.link/BhVv

• Engineer.ai, a San Francisco-based software development platform, raised $29.5 million in Series A funding co-led by Lakestar and Jungle Ventures. http://axios.link/I49A

• Taranis, an Israeli agriculture intelligence platform, has raised $20 million in Series B funding. Viola Ventures led, and was joined by return backers Wilbur-Ellis, Nutrien and Sumitomo. http://axios.link/Pkkd

• Templafy, a Denmark-based provider of enterprise template management and document creation software, raised $15 million in Series B funding from Insight Venture Partners, Dawn Capital and SEED Capital. www.templafy.com

• PredictHQ, a New Zealand-based “data intelligence company for real-world events,” raised US$10 million in Series A funding co-led by Aspect Ventures and Lightspeed Venture Partners. http://axios.link/ofGX

• Emesent, an Australian subterranean drone mapping startup, raised A$3.5 million in seed funding from Main Sequence Partners. http://axios.link/zE48

Private Equity Deals

💡 American Industrial Partners is in talks to buy General Electric’s (NYSE: GE) commercial lighting business, per Bloomberg. http://axios.link/tu27

CVC Capital Partners agreed to buy ConvergeOne (NYSE: CVON), an Eagan, Minn.-based provider of collaboration and technology solutions for large and mid-sized enterprises, for around $1.8 billion, or $12.50 per share. http://axios.link/kBJC

Detector Technology, a Palmer, Mass.-based portfolio company of Ampersand Capital Partners, acquired ETP, an Australian maker of electron multipliers. www.detechinc.com

Durational Capital Management and The Jordan Co. agreed to acquire fast-food chain Bojangles (Nasdaq: BOJA) for nearly $600 million, or $16.10 per share.

🚑 OMERS Private Equity agreed to sell MatrixCare, a Minneapolis-based provider of SaaS solutions for the long-term, post-acute care market, to ResMed (NYSE: RMD) for $750 million. http://axios.link/JpuQ

Stone Point Capital agreed to buy Eliassen Group, a Reading, Mass.-based strategic consulting and talent solutions firm, from Riverside Partners. www.eliassen.com

Public Offerings

🚑 Centrexion Therapeutics, a Boston-based developer of non-opioid pain therapies, set IPO terms to 5 million shares at $14-$16. It would have a fully-diluted market value of $354 million, were it to price in the middle. The pre-revenue company plans to trade on the Nasdaq (CNTX) with BofA Merrill Lynch as lead underwriter, and raised around $138 million in VC funding from firms like NEA, InterWest Partners, ArrowMark Partners, 6 Dimensions Capital, Clough Capital Partners, EFung Capital and Quan Capital. www.centrexion.com

🚑 Medacta, a Swiss maker of orthopedic devices, is prepping a Switzerland IPO for next spring, co-led by Credit Suisse and Morgan Stanley, per Reuters. http://axios.link/eeWl

🚑 Vapotherm, an Exeter, N.H.-based maker of respiratory care devices, set IPO terms to 4 million shares at $14-$16. It would have a fully-diluted market value of $254 million, were it to price in the middle. The pre-revenue company plans to trade on the Nasdaq (VAPO) with BofA Merrill Lynch as lead underwriter, and raised around $180 million in VC funding from firms like SightLine Partners, Gilde Healthcare Partners, 3x5 Special Opportunity Fund, Questmark Partners, Redmile Group, Morgenthaler Ventures and Perceptive Advisors. www.vapotherm.com

Liquidity Events

VMWare (NYSE: VMW) acquired Heptio, a Seattle-based platform for helping companies build and run Kubernetes-based architectures. Heptio had raised around $33 million in VC funding from Madrona Venture Group, Accel and Lightspeed Venture Partners. http://axios.link/lVBN

More M&A

🚑 AstraZeneca (LSE: AZN) agreed to sell three older drugs for asthma and rhinitis to Covis Pharma for $350 million, plus up to $21 million in milestone payments. http://axios.link/0pa1

Telefónica of Spain is considering a sale of its data centers unit, which could fetch between $500 million and $1 billion, per Bloomberg. http://axios.link/NBov

Fundraising

SGVC, a Los Angeles-based early-stage venture firm focused on fintech, raised $51 million for its third fund. www.sg-vc.com

It's Personnel

AE Industrial Partners promoted Trey Bivins, Jeffrey Hart, Bryan McElwee and Vincia Wilson to vice president. It also hired Rob Harper (ex-Strategy&) as a vice president. www.aeroequity.com

Di-Ann Eisnor joined Obvious Ventures as a venture partners. She’s the former director of growth for Waze, and currently is “incubating new urban systems at Google’s Area 120.”

NEA promoted Julia Schottenstein to principal. She joined the venture firm in 2016 from Qatalyst Partners, and focuses on enterprise tech. www.nea.com

Final Numbers
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Data: Survey Monkey online poll conducted Oct. 30–Nov. 1, 2018 among 2,323 U.S. adults. Total margin of error is ±3.0 percentage points. Modeled error estimates: African-American women ±10.0, age 18 to 34 ±6.0, White suburban women ±7.5, Never Hillary Independent voters ±11.5.0, Rural voters ±6.0, Republicans ±4.5, Democrats ±4.5, Independents ±8.0; Poll methodology; Chart: Harry Stevens/Axios