Emptying out the notebook before taking a break to feast, bicker, and nap....

🪃 Boomerang: Sam Altman has reached an agreement to return to OpenAI as CEO, after a series of unfortunate events. Greg Brockman is also coming back.

• A new board will be chaired by Bret Taylor, the former Salesforce co-CEO who also chaired Twitter during Elon Musk's takeover battle.
• Other directors will include Larry Summers, who no longer is affiliated with OpenAI investor Andreessen Horowitz, and holdover Adam D'Angelo. Off the board will be independent directors Tasha McCauley and Helen Toner, plus OpenAI co-founder Ilya Sutskever.
• Silicon Valley has a vibrant history of fumbles and self-owns, but nothing quite like what happened here. A small group of effective altruists tried to sideline a founder who now ends up with even more power than he had before. If a primary concern was that Altman callously jumped safety guardrails, their actions gifted him a trampoline.

🪙 Crypto comeuppance: Before AI took the venture capital world by storm, there was crypto. And while all eyes were on OpenAI, another crypto kingpin got dethroned.

• This time it was Changpeng "CZ" Zhao, who you might recall as a catalyst for the fall of FTX. He was CEO of Binance, the world's largest crypto exchange, before yesterday agreeing to step down as part of a $4.3 billion settlement with U.S. authorities.
• Zhao also pleaded guilty to money-laundering charges and could face jail time.

⚖️ From the filings: The legal fight between buyout firm One Equity Partners and former executive David Han escalated this week, when OEP sued Han for breach of contract and fiduciary duty.

• It also accused Han of leaking word of an SEC investigation to the Wall Street Journal, and of making false allegations against OEP to the firm's limited partners.
• This comes several months after Han sued OEP in Delaware over his termination as a senior managing director, which he claims was retaliatory and would improperly deny him carried interest in funds he helped to manage.

🏷️ Black Friday sale: You can get a subscription to all five Axios Pro Deals newsletters for the price of one. Expires Monday. Get it here.

🦃 Thank you for opening these morning missives. You're the best part of this job. Have a wonderful holiday.

The U.S. Federal Trade Commission is investigating the $10 billion buyout agreement between Roark Capital Partners and sandwich shop chain Subway, per Politico.

Why it's the BFD: U.S. antitrust regulators are taking a much harder look at private equity, which for decades has flown beneath their radar.

• This includes September's FTC suit against Welsh Carson Anderson & Stowe, tied to platform acquisitions. On Monday, WCAS attorneys filed a lengthy motion to dismiss.

The bottom line: Roark's deal for Subway would make it the world's largest restaurant operator, with an existing portfolio that also includes Arby's, Dunkin, Sonic, The Cheesecake Factory, and Jimmy John's. Expect the FTC to examine how that breadth could impact Roark's pricing power with vendors.

🚑 Vivodyne, a Philadelphia-based biotech that tests its drug candidates on lab-grown human organs, raised $38m in seed funding. Khosla Venturesled, and was joined by Kairos Ventures, CS Ventures, MBX Ventures and Bison VC. https://axios.link/3usiO2O

• Ninety, a cloud platform for business operating systems, raised $35m in Series B funding. Blue Cloud Venturesled, and was joined by Catalyst Investors and insider Insight Partners. www.ninety.io

⚡ Newheat, a French provider of renewable heating solutions, raised €30m. Swen Capital Partners led, and was joined by Noria, Bpifrance, Holdheat and Etchart Group. https://axios.link/40W40pl

• Vendelux, a New York-based event intelligence platform, raised $14m in Series A funding. FirstMark Capital led, and was joined by Cervin Ventures. www.vendelux.com

• Kiwi, an Indian credit card fintech, raised $13m in Series A funding led by Omidyar Network India. https://axios.link/3Rad5HG

• Relay, a German local delivery startup, raised $10m in seed funding co-led by Project A Ventures and Prologis Ventures. https://axios.link/3STIBev

• Solar Foods, a Finnish developer of protein made from air, raised €8m in Series B funding. Springvest led, and was joined by Happiness Capital, Lifeline Ventures, VTT Ventures and Fazer Group. https://axios.link/3R7orMO

• Osium AI, a French AI startup focused on material sciences R&D, raised $2.6m in seed funding from YC, Kima Ventures, Singular, Collaborative Fund and Raise Phiture. https://axios.link/3RkGyPD

🚑 Phare Health, a London-based developer of hospital finance software, raised £2.5m in seed funding. General Catalyst led, and was joined by KHP Ventures and Bertelsmann Investments. www.phare.health

• Waspito, a Cameroonian health-focused social network, raised $2.5m in seed extension funding from DP World, Saviu Ventures, AAIC Investment, Axian ventures and CFAO's Health54. https://axios.link/3uy0C7S

• Fence, a Spanish provider of debt management software, raised €1.8m in pre-seed funding. Semantic.vc led, and was joined by Crane Earth, and Actyus. https://axios.link/3utzY0c

• Intrigue Media, a Washington, D.C.-based media startup covering global affairs, raised $1.75m in seed funding led by Autumn Road Capital. www.internationalintrigue.io

• Pocket FM, an Indian audio entertainment startup, is in talks to raise $80m at nearly an $800m valuation led by insider Lightspeed Venture Partners, per TechCrunch. https://axios.link/415OK9H

• Blackstone agreed to buy Civica, a London-based provider of public sector software, from Partners Group. No financial terms were disclosed, but WSJ reported a price of around $2.5b (including debt). https://axios.link/46lLOXr

🎵 New Mountain Capital is leading a buyout of music rights group BMI. No financial terms were disclosed, but earlier reports suggested around a $1.7b price-tag. https://axios.link/3QSMOfM

⚡ CATL, a Chinese EV battery maker listed in Shenzhen, is exploring a Hong Kong float, per Bloomberg. https://axios.link/47pmVv0

⚡ Stardust Power, a Greenwich, Conn.-based lithium refiner focused on EV batteries, agreed to go public at an implied $490m valuation via Global Partner Acquisition Corp. II (Nasdaq: GPAC), a SPAC led by Paul Zepf (ex-TowerBrook Capital Partners, Golub Capital). https://axios.link/3uswNG1

• Broadcom (Nasdaq: AVGO) completed its $69b acquisition of cloud computing giant VMWare.

• CRH (NYSE: CRH) will pay $2.1b for a portfolio of cement and concrete assets in Texas from Martin Marietta Materials (NYSE: MLM). https://axios.link/40Swnoy

• FGS Global, a New York-based corporate PR firm, acquired Canada-based Longview Communications and Public Affairs. www.fgsglobal.com

🏈 Ken Griffin is in talks to buy a minority stake in the Miami Dolphins, plus pieces of Hard Rock Stadium and the F1 Miami Grand Prix, from Stephen Ross, per Bloomberg. https://axios.link/49JVQ7r

• Austin Russell, the CEO of EV maker Luminar Technologies, is no longer buying Forbes for $800m, after failing to secure the requisite financing. https://axios.link/3sHDd3x

• 53 Stations, a Chicago-based VC firm supported by The Pritzker Organization, raised $190m for its debut fund. www.53stations.com

🌎 Active Impact Investments, a Canadian seed firm focused on climate tech, raised more than C$70m for its third fund (total target of C$120m). www.activeimpactinvestments.com

• Athena Capital, led by serial SPAC sponsor Isabelle Freidheim, is raising $500m for an equity and debt fund, per Bloomberg. https://axios.link/46qxpJh

• General Mills (NYSE: GIS) said it's launching a growth equity fund. It already has an internal venture studio (G-Works) and VC arm (301 INC). www.goldmedalventures.com

🌎 Greensphere Capital, a British firm co-founded by Divya Seshamani (ex-TPG, GIC), is raising £150m for a VC fund focused on climate and biodiversity. www.greenspherecapital.com

• Sorin Investments, an Indian VC firm led by Sanjay Nayar (ex-KKR) and Angad Banga (Carvel Group), raised around $156m for its debut fund, per DealStreetAsia. https://axios.link/3SS3OFK

• Scott Shleifer is stepping down as head of private equity at Tiger Global, one of the most active investors in tech "unicorns," Axios has learned.

• He'll remain a senior advisor to Tiger and part of a new private equity investment committee, which will be chaired by firm founder Chase Coleman. Go deeper.

• Bessemer Venture Partners promoted Yael Schiff to vice president. www.bvp.com

Thanksgiving turkeys are cheaper than last year, but you might spend more on some sides and pie, Axios' Kelly Tyko writes.