Jul 14, 2017

Axios Pro Rata

By Dan Primack
Dan Primack
Top of the Morning

Fantasy sports sites DraftKings and FanDuel have opted to terminate their proposed merger, following the objection of federal antitrust regulators.

  • Why it matters: Corporate America has believed that the Trump Administration would look very favorably on corporate mergers, but this is now the second such FTC action since January (the other was healthcare-related). And this one might sting even a bit more given that DraftKings investors include New England Patriots owner Bob Kraft, who has been a vocal Trump supporter.
  • From Axios' David McCabe: This isn't the first time the two companies have been caught off-guard in Washington. In 2015, Rep. Frank Pallone (D-NJ) pursued the company over his frustration that they were being backed by the same sports leagues that were suing to block sports betting in his home state. (Remember, all politics is local.) The companies had to hire their first-ever D.C. lobbyists to fend off his accusations that they were running gambling operations, not offering games of skill.
  • Competition: The two companies, each valued at $1.2 billion at the time of the original agreement, now go back to competing with one another. But DraftKings CEO Jason Robins tells me he doesn't believe there will be any unfair advantages borne of the merger process: "I don't think we really know that much more about each other, but really just got validation of things we'd already observed. We certainly do know the personalities a bit better, but for legal reasons we couldn't get into things like product roadmaps or partnering contracts."
  • Financing note: FanDuel cleaned up its cap table to prepare for the merger, which included scaling back things like liquidation preferences from Series E investors (originally at 1.5x). Those changes remain in effect even without the merger, although it may be a moot point since FanDuel now must restart fundraising talks that it had put on hold earlier this year.
  • From sources at both companies: No one expected the FTC action. "If we'd even thought it was 50/50 we wouldn't have moved forward," says one.

• Must See TV: Six female entrepreneurs will discuss their experiences being sexually harassed by male venture capitalists, this Sunday night on Megyn Kelley's new NBC program.

  • Preview quote from Rachel Renock, CEO of Wethos: "To walk into a pitch or a room just to get hit on is devastating to a certain extent. And to experience that over and over and over again…can really take a toll, an emotional toll."
  • Cartography: Renock is based in New York. Frank Artale is based in Seattle. And the next likely shoe to drop in all of this is related to VC misbehavior in Boston. In other words, this is a VC industry problem, not a "Silicon Valley" one.

• Dimon vs DC: "It's almost embarrassing being an American citizen ... and listening to the stupid s**t we have to deal with in this country… There would be much stronger growth if there were more intelligent decisions and less gridlock." – Jamie Dimon, on this morning's JPMorgan Chase earnings call (per CNBC).

• New firm alert: Warren "Bunny" Weiss is raising $35 million for a new venture fund called WestWave Capital, after 17 years with Foundation Capital. The enterprise software-focused VC has not invested any of Foundation's most recent fund, although he continues to be listed as a GP on the firm's website. Per a Foundation spokeswoman, when contacted by Axios:

"We and our investors have been aware of this and discussing the transition for several years. We are very supportive of his new endeavor and expect to find ways to collaborate in the future. Bunny continues to work his boards and remains a member of the FC team regarding his active investments."

• Answer Key: Yesterday I asked you to name the next private equity firm that will sell a stake in its management company to Dyal Capital Partners? You hint was that this would be the firm's second deal with Dyal, but this valuation will be substantially higher.

The answer is Vista Equity Partners, which is selling around another passive, minority stake at a valuation in the ballpark of $7 billion (compared to $4.3 billion in mid-2015), per multiple sources.

  • Dyal approached Vista about the new deal, after deciding the the earlier deal included so much co-investment from Vista LPs that the lead firm had become underweight. But expect Dyal to also syndicate this new transaction, given that it's said to be for around a 10% position
  • Following the deal, Vista's Robert Smith remains the firm's primary owner with ultimate control rights. No comment from Smith or Vista, natch.

Global Logistic Properties, a Singapore-listed warehouse operator, has agreed to be acquired for around $11.6 billion by a consortium that includes Hopu Investment Management, Hillhouse Capital Group, SMG, Bank of China Group Investment and real estate developer Vanke Group. This beats out a Warburg Pincus-led bid, which was the only other short-listed offer. Sellers include Singapore sovereign wealth fund GIC, which holds a 37% position.

  • Why it's the BFD: This is the largest-ever buyout of an Asian company by enterprise value, and represents a 64% premium to where GLP shares were trading before GIC initiated a strategic review last December.
  • Stranger things: GLP has a major U.S. footprint, with around 170 million square feet under management. But the acquisition is not conditional on receiving CFIUS approval (per Reuters).
  • Bottom line: "The purchase stands out as Chinese acquirers have pulled back on large deals this year amid regulatory scrutiny from the nation's leaders, who are seeking to stabilize the yuan and contain financial risks. Before this year, Chinese buyers had been among the most prolific dealmakers in the world." – Bloomberg
Venture Capital Deals

• Vroom, a New York-based online auto retailer, has raised $76 million in Series F funding from T. Rowe Price, L Catterton, General Catalyst and PICO Venture Partners. www.vroom.com

• Assent Compliance, a Canadian provider of enterprise data collection for supply chain compliance, has raised C$40 million in Series B funding. Greenspring Associates led the round, and was joined by Volition Capital, Open Text Enterprise Application Fund, Business Development Bank of Canada, National Research Council of Canada Industrial Research Assistance Program and Royal Bank of Canada. http://tcrn.ch/2tmkgOX

• Pendo, a Raleigh, N.C.-based customer analytics platform, has raised $25 million in Series C funding. Meritech Capital Partners led the round, and was joined by return backers Battery Ventures, Contour Venture Partners, Core Capital Partners, IDEAFund Partners, Salesforce Ventures and Spark Capital. http://tcrn.ch/2un8sRy

• Framebridge, a Washington, D.C.-based custom framing startup, has raised $16.7 million in Series B funding. Gordan Segal (co-founder of Crate & Barrel) was joined by return backers NEA, Revolution Ventures and SwaN & Legend Venture Partners. http://tcrn.ch/2sTT7U3

• Bevi, a Boston-based developer of custom beverage machines, has raised $16.5 million in Series B funding. Trinity Ventures led the round, and was joined by Horizons Ventures and Tamarisc. http://bit.ly/2sVsIW6

• Bespin Global, a South Korean provider of managed cloud services, has raised around $14 million in Series A funding. Legend Holdings led the round, and was joined by Altos Ventures. http://bit.ly/2ugJ0N3

• Aplitools, a San Mateo, Calif.-based software testing startup, has raised $8 million in new VC funding. Sierra Ventures led the round, and was joined by Bessemer Venture Partners, iAngels and La Maison. http://bit.ly/2uSGDNZ

• Cover, a New York-based personal products insurance startup that relies on user photos, has raised $8 million in Series A funding led by Social Capital. http://tcrn.ch/2tiOEd2

• Open Listings, a Los Angeles-based home purchasing platform, has raised $6.5 million in Series A funding. Matrix Partners led the round, and was joined by Arena Ventures and Initialized Capital. http://tcrn.ch/2umRPFx

• Haizol.com, a Chinese e-commerce platform for industrial parts, has raised around $6 million in Series A funding. Eastern Bell Venture Capital led the round, and was joined by Woofoo Capital. http://bit.ly/2tQeM2m

🍷 Saucey, a Los Angeles-based alcohol delivery logistics startup, has raised $5.4 million in Series A funding. Bullpen Capital led the round, and was joined by Blumberg Capital, Structure Capital and HashtagOne. http://bit.ly/2vjUOeo

• Insticator, a New York-based startup that helps online publishers add interactive elements like quizzes and polls, has raised $5.2 million in Series A funding. Associated Venture Management led the round, and was joined by Mintz & Co. and The Beatson Companies. http://tcrn.ch/2sUzYSg

🚑 BloomAPI, a Seattle-based provider of electronic medical record integration solutions, has raised $2.4 million in seed funding led by Founders Co-op. http://tcrn.ch/2vgASsP

Private Equity Deals

• BC Partners, Berkshire Partners and Partners Group each have submitted takeover bids for British public sector software company Civica, according to Sky News. The deal could be valued at around $1.2 billion, with Japan's NEC Corp. (Tokyo: 6701) also considering an offer. http://bit.ly/2tR0MUF

• Inverness Graham has acquired SwipeClock, a South Jordan, Utah-based provider of workforce management software, from NexPhase Capital and Moelis Capital Partners. No financial terms were disclosed. www.swipeclock.com

• Lone Star Funds has agreed to acquire Esmalglass, a Spanish maker of ceramic colors and glazes, from Investcorp at an enterprise value of €605 million. http://bit.ly/2sX1XAN

Public Offerings

🚑 BGI Genomics, a Chinese gene sequencing company, has raised around $250 million in a Shenzhen IPO. VC backers included Sequoia Capital China and Northern Light Venture Capital. http://bit.ly/2ulKRjk

• Manulife Financial (TSX: MFC) is considering an IPO or spinoff of John Hancock Financial Services, according to the WSJ. http://on.wsj.com/2vgUKvV

• Roku, a Los Gatos, Calif.-based Internet TV company, is preparing to file confidential IPO papers within the next few weeks, with plans to list by year-end at around a $1 billion valuation, per the WSJ. That would be nearly flat from its last private round in from last fall. Underwriters will include Morgan Stanley, Citigroup and Allen & Co. Roku has raised around $200 million in VC, from firms like Sky Broadcasting, Menlo Ventures, Luminari Capital, Fidelity Investments and 21st Century Fox. http://bit.ly/2tQclNm

Liquidity Events

• NetDragon Websoft (HK: 0777) has acquired JumpStart Games, a Torrance, Calif.-based provider of educational mobile and multiplayer online games, for $25.6 million. Sellers include Hercules Capital. http://bit.ly/2uqm0vO

More M&A

• Persol Holdings (Tokyo: 2181) has offered to acquire Australian staffing company Programmed Maintenance Services (ASX: PRG) for A$778 million. http://reut.rs/2tQlHsm


• Boyne Capital Partners, a Miami-based lower middle-market private equity firm, has closed a new fund with $126 million in capital commitments. www.boynecapital.com

• Saw Mill Capital, a Briarcliff Manor, N.Y.-based middle-market private equity firm, has closed its second fund with $340 million in capital commitments. www.sawmillcapital.com

• Star Capital Partners, a European private equity firm, has raised €800 million for its fourth fund. http://on.ft.com/2tTkgbi

• Union Capital, a lower middle-market private equity firm with offices in Connecticut and Chicago, has closed its second fund with $200 million in capital commitments. www.unioncapitalcorp.com

It's Personnel

• Daniel Garant has stepped down as EVP and chief investment officer at the Canadian Public Sector Pension Investment Board. No word yet on his future plans. http://bit.ly/2ulZ4wX

⛽ Geraldine Murphy (ex-Standard Chartered) has joined Tudor Pickering Holt & Co., a unit of Perella Weinberg Partners, as a managing director focused on the energy sector. https://bloom.bg/2sWws9L

Final Numbers
Dan Primack