Oct 9, 2017

Axios Pro Rata

By Dan Primack
Dan Primack

Early market holiday greetings as I've gotta go to watch E march with her fellow Girl Scouts this morning (she's promised to throw me some candy). Here we go...

Top of the Morning

The Treasury Department says that it will hold off revoking Obama-era rules meant to discourage corporate inversions, which were invalidated late last month by a Texas district court. But this isn't so much a statement of principle or plan to appeal, so much as an argument that once the GOP tax plan passes, U.S. companies will no longer pursue such transactions.

  • Statement: "Treasury believes that proposing to revoke the existing distribution regulations before the enactment of fundamental tax reform, could make existing problems worse. If legislation does not entirely eliminate the need for the distribution regulations, Treasury will reassess the distribution rules and Treasury and the IRS may then propose more streamlined and targeted regulations."
  • But... If you were among those optimistic that the GOP tax plan would become law in 2017, this past weekend's insult-a-thon between President Trump and Sen. Bob Corker should give you serious pause. Welcome to the Tax Plan Skeptics Party. We've got plenty of punch.
  • More: The inversion note was included in a a 200-page report that outlines proposed financial markets reforms, including ones that would roll back pieces of Dodd Frank (including cuts to Volcker Rule implementation) and expand the JOBS Act of 2012 to encourage more IPOs (including by loosening the definition of "emerging growth company").

• Next act: Former Yammer and Zenefits CEO David Sacks is raising a venture capital fund, although no word yet on size or strategy details. Earlier this year Sacks briefly changed part of his Twitter bio to read "unemployed VR enthusiast," which he told me at the time was just a joke. He also seems to have become increasingly interested in cryptocurrencies.

Unicorn land: Container software maker Docker disclosed in an SEC filing that it's raising up to $75 million in new funding, which is likely the round Bloomberg reported on in August with a $1.3 billion valuation. The filing lists SAP exec Robert Enslin as a new board member, but a source says his addition is unrelated to the financing, and instead is tied to the hiring earlier this year of ex-SAP exec Steve Singh as Docker's new CEO. No word yet on the round lead, except that it's not an all-inside transaction.

• Grown equity: Spectrum Equity Partners has quietly closed its eighth fund with $1.25 billion in capital commitments, plus also secured $125 million for its first-ever "overage" fund. Notes:

  • Overage fund: This will be used to supplement larger investment opportunities, with Spectrum wishing it could have plugged more of its own cash into earlier deals like Ancestry.com, BATS Trading and SurveyMonkey. Some of those extra opportunities went to LP co-invests, but more went to other PE firms.
  • Personnel: This is the first Spectrum fund to not include co-founders Brion Applegate or Bill Collatos as general partners, although their pair have been part-time for a while, as part of a planned succession process.
  • Rebound: Spectrum was easily over-subscribed on this fund, reflecting a major reputational rebound after the firm was among those defrauded in 2009 by a duplicitous portfolio company called Canopy Financial.
  • Performance: CalSTRS data shows that Spectrum's seventh and sixth funds have IRRs of 13.2% and 19.3%, respectively, through the end of Q1 2017.

• Taco time: Catterton Partners has agreed to acquire Mexican restaurant chain Uncle Julio's from fellow private equity firm J.H. Whitney, as first disclosed in an FTC filing. No comment from Catterton, but expect to see an official announcement later this week. Texas-based Uncle Julio's has 31 locations across 7 states.


Funko, an Everett, Wash.-based maker of pop culture consumer products, has filed for a $100 million IPO. It plans to trade on the Nasdaq under ticker symbol FNKO, with Goldman Sachs listed as left-lead underwriter. The company was acquired by Acon Investments in late 2015, and reports around a $10 million net loss on $204 million in revenue for the first half of 2017.

  • Why it's the BFD: Because this company is generating nearly a half-billion dollars in annual revenue by selling big-headed plastic figurines that kinda-sorta look like pop culture icons. Plus, there are unconfirmed reports that a Funko-made "B.A. Baracus" sits on the home office desk.
  • Bottom line: "The company hopes to take its products global, noting that though three quarters of global box-office receipts come from outside the U.S., international markets accounted for just 19 percent of Funko's sales last year." — Matt Day, Seattle Times
Venture Capital Deals

🚑 Harmony Biosciences, a Plymouth Meeting, Penn.-based biotech focused on sleep and CNS disorders, has raised $270 million in new equity funding from Valor Equity Partners, Fidelity, HBM Healthcare Investments, Vivo Capital, venBio Partners, Novo Holdings and Nan Fung Life Sciences. Part of the proceeds will be to acquire the exclusive U.S. rights to a narcolepsy drug from France's Bioprojet. http://axios.link/phel

✈ Wheels Up, a membership-based private aviation company, has raised $117.5 million in new equity funding at a valuation of around $700 million. The round was co-led by return backer Fidelity and new investor T. Rowe Price. http://hrld.us/2g5hzRn

🍕 Zume Pizza, a store-less pizza purveyor that uses robots to bake its pies, has secured $48 million of a new VC round that could total $50 million, per an SEC filing. It had previously raised over $23 million from AME Cloud Ventures, Maveron, SignalFire, and Kortschak Investments. http://axios.link/SUUe

✈ Stellar Labs, a San Francisco-based backend tech platform for business aviation, has raised $26.3 million in Series A funding from Global Jet Capital, Columbia Equity Partners and Expa. http://axios.link/BUgY

• GitLab, a coding collaboration and dev-ops platform, has raised $20 million in Series C funding led by Google Ventures. http://tcrn.ch/2g4EGe

• Sourcegraph, a San Francisco-based coding collaboration startup, has raised $20 million in Series A funding from Redpoint Ventures and Goldcrest Capital. http://tcrn.ch/2fVzWrS

• UrbanSitter, a San Francisco-based on-demand childcare service platform, has raised $17 million in Series C funding. Advance Venture Partners led the round, and was joined by return backers Canaan Partners, Aspect Ventures, DBL Investors, First Round Capital, Menlo Ventures and Rustic Canyon Partners. http://axios.link/s6Jr

🚑 PanOptica, a Bernardsville, N.J.-based developer of wet age-related macular degeneration treatments, has raised $11 million from SV Health Investors and Third Rock Ventures. http://axios.link/JRc0

🚑 Vestagen Protective Technologies, an Orlando-based maker of healthcare industry apparel, has raised $9.5 million in new VC funding. Greenline Ventures, Northwell Ventures and Mercy Health of Cincinnati were joined by return backers Advent Life Sciences and HealthQuest Capital. www.vestagen.com

• Beehive Technology, a Chinese developer of agricultural drones, reportedly raised $9.4 million in Series A funding led by Tendence Capital.

Private Equity Deals

• Accel-KKR has acquired Reapit, a provider of CRM and client accounting software to the UK and Australian residential real estate market. No financial terms were disclosed. www.reapit.com

• AMP Capital of Australia has acquired ITS ConGlobal, a U.S. provider of depot services to global steamship lines and leasing companies, from Carlyle Infrastructure Partners. No financial terms were disclosed, but Reuters puts the price-tag north of $500 million. http://reut.rs/2yAt5vR

🚑 Cardinal Health (NYSE: CAH) has received interest in its Chinese distribution unit from both FountainVest Partners and state-backed Shanghai Pharmaceuticals, according to Bloomberg. Both Warburg Pincus and PAG Asia Capital also have shown interest in the business, which could garner more than $1 billion. https://bloom.bg/2ya7RDm

• CenterGate Capital has invested in TSC Apparel, a Cincinnati-based B2B distributor of imprintable apparel products and accessories. No financial terms were disclosed. www.tscapparel.com

🚑 Lindsay Goldberg has acquired Women's Care Florida, a provider of multi-specialty women's health services through 71 outpatient locations in Florida. No financial terms were disclosed. www.womenscarefl.com

• New Mountain Capital has acquired DRB, an Akron, Ohio-based provider of tech-enabled devices and software solutions to the car wash industry, from Prairie Capital. No financial terms were disclosed. www.drbsystems.com

Public Offerings

• Four companies are expected to price IPOs this week on U.S. exchanges: CarGurus, Orthopediatrics, Restoration Robotics and OptiNose. http://axios.link/D1bN

🚑 Allena Pharmaceuticals, a Newton, Mass.-based developer of oral enzyme therapeutics to treat patients with rare and severe metabolic and kidney disorders, has filed for a $92 million IPO. It plans to trade on the Nasdaq under ticker symbol ALNA, with Credit Suisse listed as left-lead underwriter. The pre-revenue company has raised nearly $100 million in VC funding from firms like Frazier Healthcare (18.5% pre-IPO stake), Third Rock Ventures (16.8%), Bessemer Venture Partners (14.6%), HBM BioCapital (10.2%), Fidelity (11.8%) and Partner Fund Management (8.9%). www.allenapharma.com

• Aquantia, a San Jose, Calif.-based IC manufacturer, has filed for an $86.254 million IPO. It plans to trade on the NYSE under ticker symbol AQ, with Morgan Stanley serving as lead underwriter. The company reports $49 million in revenue for the first half of 2017. Shareholders include Rusano (11.1% pre-IPO stake), Pinnacle Ventures (10.7%) and Walden International (10.5%) and Global Foundries (10.3%). www.aquantia.com

🚑 Erytech Pharma, a French developer of therapies for pancreatic cancer, has filed for a $100 million IPO. It plans to trade on the Nasdaq under ticker symbol ERYP, with Jefferies listed as left-lead underwriter. Shareholders include Baker Brothers and Auriga Ventures. www.erytech.com

• Loton Corp., a Beverly Hills, Calif.-based provider of online networks focused on the live and digital music space, has set its IPO terms to 7.7 million shares being offered at between $12 and $14 per share. It would have an initial market cap of around $571 million, were it to price in the middle of its range. The company plans to trade under ticker symbol LIVX, with BMO Capital Markets serving as sole underwriter. Loton reports a $9 million net loss on $225 million in revenue for the last nine months of 2016. www.livexlive.com

• MongoDB, a New York-based open source database system, set its IPO terms to 8 million shares being offered at between $18 and $20 per share It would have a fully-diluted market cap of around $1.1 billion, were it to price in the middle of its range. The plans to trade on the Nasdaq under ticker symbol MDB, with Morgan Stanley listed as left-lead underwriter. It reports a $46 million net loss on $68 million in revenue for the first half of 2017, compared to a $45 million net loss on $45 million in revenue for the year-earlier period. MongoDB has raised $300 million in VC funding, most recently at a post-money valuation of around $1.7 billion, from firms like Sequoia Capital (16.9% pre-IPO stake), Flybridge Capital (11.6%), Union Square Ventures (9.7%), NEA (7.2%), Future Fund (6.2%), Fidelity, Altimeter Capital Management and T. Rowe Price. www.mongodb.com

• Sea Ltd. (f.k.a. Garena), a Singapore-based online gaming company valued at $4.3 billion by its venture capitalists, has set its IPO terms to 49.7 million shares being offered at between $12 and $14 per share. It would have a fully-diluted market cap of around $4.2 billion were it to price in the middle of its range, which is just below where it was valued by venture capitalists. The company plans to trade on the NYSE under ticker symbol SE, with Goldman Sachs listed as left-lead underwriter. Shareholders include Tencent, which has nearly a 39% stake. https://bloom.bg/2i0wjBP

• SMCP, a French fashion group majority owned by China's Shandong Ruyi, said that it plans to price shares at between €20 and €25, giving it a post-IPO enterprise value of up to €2.2 billion. http://reut.rs/2yaCfh4

🚑 Spero Therapeutics, a Cambridge, Mass.-based developer of therapeutics to treat bacterial infections, has filed for an $86.25 million IPO. It plans to trade on the Nasdaq under ticker symbol SPRO, with BofA Merrill Lynch lusted as left-lead underwriter. The pre-revenue company 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

• Belgian Post Group (a.k.a. bpost) has acquired King of Prussia, Penn.-based e-commerce fulfillment company Radial (f.k.a. eBay Enterprise) from Sterling Partners for $820 million. http://tcrn.ch/2kyPdjV

• GIC has acquired a minority equity stake in Swedish home alarms maker Verisure Midholding from majority owner Hellman & Friedman, according to Dow Jones. No financial terms were disclosed. http://on.wsj.com/2yzX7zD

• Icahn Enterprises has acquired American Driveline Systems, a Horsham, Penn.-based franchisor of transmission repair chains AAMCO and Cottman, from Transom Capital Partners. No financial terms were disclosed. http://axios.link/ejkY

More M&A

• Accor (Paris: AC) has bid around A$1.18 billion to acquire Australian hotel chain Mantra Group (ASX: MTR). http://reut.rs/2y2UcPv

• Honeywell (NYSE: HON) "plans to spin off non-core assets and create at least two new publicly listed companies," according to Reuters. The moves are not expected to include a spinout of Honeywell's aerospace unit, which has been called for by activist investor Third Point. http://reut.rs/2hYbUgv

• OneMain Financial (NYSE: OMF), the Evansville, Ind.-based subprime lender spun off by Citigroup after the financial crisis, is in talks to sell itself, as first reported by the WSJ. The company has a current market cap of around $3.9 billion. http://on.wsj.com/2gotFBW

• Rio Tinto Group may launch a sale process for the largest aluminum smelter in Europe, the Dunkerque smelter based in northern France, according to Bloomberg. https://bloom.bg/2y5hUKo

⛽ Sinopec is seeking buyers for its Argentina oil assets for upwards of $1 billion, according to Reuters. http://reut.rs/2yzz6sC


• Sycamore Partners is targeting $4 billion for its third retail-focused buyout fund, according to Bloomberg. The firm currently is investing out of a $2.5 billion second fund raised in 2014. https://bloom.bg/2xtptXy

• Vertex Ventures, a VC unit of Singapore's Temasek Holdings, has raised $210 million for a new fund focused on southeast Asian and Indian startups. http://reut.rs/2gnwao8

Final Numbers
  • More from Preqin: "With a record fundraising quarter seen in Q2 2017, it was unsurprising that momentum did not continue into Q3: fundraising activity is historically lower in the third quarter of the year, with many managers choosing to close their vehicles in the fi nal quarter. Despite this slowdown, 2017 is still on track to see fundraising levels surpass 2016 to set a new post-Global Financial Crisis record."
Dan Primack