Axios Pro Rata

May 09, 2025
💰 Situational awareness: President Trump this week told House Speaker Mike Johnson that he'd like the carried interest tax loophole closed and for taxes to be raised on those who earn millions of dollars. Go deeper.
Top of the Morning
One of Canada's largest asset managers is being accused of misleading limited partners in some of its private funds, as part of a wrongful termination suit brought by a Silicon Valley investor who led its growth equity business until last November.
Why it matters: The complaint alleges that maintaining AUM was valued over the best interests of those supplying the A, which has long been a tacit worry of LPs investing with publicly traded firms.
Driving the news: The plaintiff is Josh Raffaelli, who joined Brookfield in 2017 to build its venture capital program.
- Raffaelli previously had been a principal with DFJ, which introduced him to the Elon Musk universe, before spending time as a partner with Silver Lake Kraftwerk.
- He would initially invest off of Brookfield's balance sheet, before raising two dedicated funds and a series of SPVs. Several of Musk's companies were in the portfolio, including both SpaceX and X.
Zoom in: Raffaelli argues in his complaint that a market downturn in commercial real estate, which is Brookfield's core business, caused the firm to quietly pull back on its GP commitments to the venture capital funds (and also to larger private equity funds that Raffaelli didn't manage).
- But Brookfield didn't divulge its troubles to limited partners. Nor did it spin out the funds or stop the investment periods by cutting fund sizes. Instead, Raffaelli alleges that he was basically told to slow the investment pace, including by cutting back a planned investment in xAI by 80%.
- Last summer, Brookfield allegedly began thinking about merging his funds into a platform called Pinegrove, which had been formed by Brookfield and Sequoia Heritage to buy devalued VC assets (it soon would acquire SVB Capital). In short, it would keep the fund assets within Brookfield.
- He also alleges that Brookfield rejected an LP commitment of between $75 million and $100 million from a foreign conglomerate, which would have been added to the $565 million in his most recent fund. This one doesn't quite track with the AUM argument, except for Brookfield now needing to come up with its pro rata for new investments (including follow-ons).
Fast forward: Raffaelli didn't believe the Pinegrove transfer was in the best interests of his LPs, and also claims to have discovered that Pinegrove was inflating its own AUM in marketing materials.
- He brought these concerns to Brookfield management and, upon learning no actions had been taken, became an SEC whistleblower.
- Raffaelli informed Brookfield of his SEC communications, and claims he was fired days later. LPs only were told that he had decided to leave, and were eventually asked to approve the Pinegrove transfer (which does not seem to have yet closed.).
What Brookfield is saying, per a spokesperson: "This suit is absolutely without merit and these baseless claims run counter to how Brookfield manages its business. We will vigorously defend against this meritless suit, which was brought by a disgruntled former employee."
What Raffaelli is saying, per his attorney: "Brookfield repeatedly betrayed the trust and best interests of its investors, and then fired the employee who challenged its behavior. This is classic David versus Goliath."
The BFD

Nestlé (Swiss: NESN) hired Rothschild to find a buyer for its bottled water business, which could fetch more than €5 billion and includes the Perrier and S.Pellegrino brands, per Reuters.
Why it's the BFD: The Swiss food giant announced plans to separate the water business last fall, but now is at the center of a brewing political scandal in France over filtering techniques some of its its Perrier facilities.
- Yesterday, Nestlé was ordered to remove to remove microfilters from its Vergèze and Vosges locations.
The intrigue: Suitors may include One Rock Partners, which in 2021 helped carve Poland Springs and other North American water brands out of Nestlé for $4.3 billion.
- That portfolio now is part Primo Brands (NYSE: PRMB), with Bloomberg reporting that One Rock is seeking to sell down its 44% stake to 31% via a $1.5 billion share sale. Got to wonder if the divestiture is, in part, an effort to alleviate antitrust concerns were One Rock to enter the new auction.
The bottom line: "Bottled water is a difficult category amid water scarcity concerns and weak industry sales since the COVID-19 pandemic." — Reuters
Venture Capital Deals
🚑 HAYA Therapeutics, a Swiss precision medicines startup focused on the dark genome raised $65m in Series A funding. Sofinnova Partners and Earlybird Venture Capital co-led, joined by Eli Lilly, Athos, +ND Capital, Alexandria Venture Investments, LifeLink Ventures, Apollo Health Ventures, Longview Ventures, 4see ventures, Bernina Bioinvest, and Schroders Capital. axios.link/43jQEpz
• Amilia, a Canadian provider of software for recreation and community centers, raised C$35m led by Vertu Capital. axios.link/438Girm
⚡ mPower Technology, an Albuquerque, N.M.-based space solar company, raised a $21m Series B led by Razor's Edge Ventures and joined by Shield Capital. axios.link/3EYQaMw
• Fastino AI, a Palo Alto, Calif.-based developer of task-focused language models for the enterprise, raised $17.5m in seed funding. Khosla Ventures led, joined by Insight Partners and Valor Equity Partners. axios.link/3RUtgJ2
• Glide, an embedded fintech for small banks and credit unions, raised $15m in Series A funding. Acrew Capital led, joined by Pear VC and Pathlight Capital. axios.link/452Am5L
• Ravio, a London-based compensation data startup, raised $12m in Series A funding. Spark Capital led, joined by Blackbird Ventures and Cherry Ventures. axios.link/3F1eY6u
🚑 Kouper, a New York-based health-tech startup focused on transitions of care, raised $10m from General Catalyst, 25Madison, and CVS Health Ventures. axios.link/3RUuIes
🌎 Uviquity, a Raleigh, N.C.-based developer of pathogen-killing UVC lights, raised $6.6m in seed funding. Emerald Development Managers led, joined by AgFunder and Mann+Hummel. axios.link/451oQaQ
• Scalera, a Swiss construction tech startup, raised $6.5m in seed funding co-led by Firstminute Capital and Speedinvest. axios.link/3Srdsxp
🚑 Medmain, a Japanese digital pathology startup, raised $3.3m led by One Capital with participation from Niremia Collective and Plug and Play. axios.link/4dcIEtV
• Savea, a fintech focused on tokenized, real-world assets, raised $2.5m in pre-seed funding from EmergentX and individual angels. savea.com
• Sequoia Capital is leading a secondary tender for portfolio company Clay, a sales automation software firm, at a $1.5b valuation. axios.link/4jLQFZp
Private Equity Deals
• Altas Partners invested in Redwood Services, a Memphis, Tenn.-based platform for home services contractors. redwoodservices.com
• Azimut Group agreed to increase its stake in private equity firm HighPost Capital to 56% from 15%. axios.link/42NNwSN
• Contour Design, a Danish portfolio company of Polaris Private Equity, agreed to acquire German specialized keyboards maker Active Key from Cherry SE. contourdesign.com
• Hyve, an events group owned by Searchlight Capital Partners and Providence Equity Partners, acquired supply chain and logistics conference Manifest from Connectiv. axios.link/3YDLqlZ
• MiddleGround Capital acquired Zoerkler, an Austrian maker of transmission components. zoerkler.at
• Tyto Athene, an Arlington Capital Partners portfolio company, acquired StackArmor, a Reston, Va.-based cloud migration and managed security services firm. gotyto.com
Public Offerings
⚡️ EGH Acquisition, an energy transition SPAC led by Energy Growth Holdings' co-founders, raised $150m in its IPO. axios.link/4ij0dt6
• Lake Superior Acquisition, a SPAC led by blank-check vet Edward Cong Wang, filed for a $100m IPO. axios.link/4d51kvy
• MNTN, an Austin, Texas-based provider of TV advertising software, may launch its IPO roadshow next week, per Bloomberg. It originally planned to begin last month, before putting efforts on ice due to market volatility. The company raised over $200m in VC funding. axios.link/3Z8jjeQ
Liquidity Events
⚡️ Hellman & Friedman hired Citi to find a buyer for Enverus, an Austin, Texas-based energy data analytics SaaS that could fetch around $6b, per Reuters. axios.link/4m9SHUO
• Onex Partners agreed to sell a 25% stake in Canadian airline WestJet for US$550m to Delta Air Lines (NYSE: DAL) and Korean Air Lines. axios.link/3Z8p8c8
• Speedcast, a satellite communications company owned by Centerbridge Partners, is weighing a $1b sale of its ground stations unit, per Bloomberg. axios.link/4j0wsOn
More M&A
• Cantor Fitzgerald is in talks to buy hedge fund manager O'Connor from UBS, per Bloomberg. axios.link/451eqba
• CoStar (Nasdaq: CSGP) agreed to buy Australian property classifieds business Domain (ASX: DOH) for $1.92b. axios.link/437QIHY
• LondonMetric (LSE: LMPL) agreed to buy property investment group Urban Logistics (LSE: SHED) for 699m in cash and stock. axios.link/3Z8oThe
⚡️ Raizen, Brazil's largest ethanol producer, is weighing a $200m sale of its aviation fuel distribution unit, per Bloomberg. axios.link/3EZqQWB
• Recurly, a VC-backed subscription management platform, acquired both Shopify-first subscription platform Prive and subscriber engagement personalization tool Redfast. recurly.com
• Smiths Group (LSE: SMIN) hired Goldman Sachs and JPM to sell its electrical connectors unit, which could fetch £1b, per the FT. axios.link/4dc6mGP
It's Personnel
• Rob Allard joined Starwood Capital Group as CIO of insurance strategies. He previously was with Rothesay Asset Management North America. axios.link/457Cidc
• Mark Solakian and Jake Gatof joined law firm Orrick as partners focused on life sciences VC and tech VC, respectively. Both were previously with Wilson Sonsini. orrick.com
Final Numbers


One Rock's reported plan is to sell 47.5 million shares for between $32-$32.22, which would be at a slight discount to yesterday's closing price.
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