Axios Pro Rata

August 16, 2024
Top of the Morning
It's been more than six years since FanDuel merged with European gaming company Flutter Entertainment, a seminal moment in forging the U.S. sports betting market.
- But a legal fight over that deal is just ramping up.
What to know: FanDuel's founders — plus dozens of early employees and investors — are suing the company's two largest investors before the merger, KKR and Shamrock Capital.
- The case has gone through several travails, including being dismissed and having that dismissal successfully appealed.
- Plaintiffs refiled their 216-page complaint this week in New York's Supreme Court, under a legal framework terms set by the state's top appeals court.
What they're saying: All of the plaintiffs were common shareholders in FanDuel before the Flutter merger, but claim that they were completely wiped out by the Flutter deal — which was signed just days after the U.S. Supreme Court struck down a federal ban on sports betting.
- FanDuel's cap table was structured whereby preferred shareholders, led by KKR and Shamrock, would receive the first $559 million of value in any realization event. Anything above that amount would go to holders of common stock, which included both the plaintiffs and the two private equity firms.
- The plaintiffs allege that KKR and Shamrock structured the Flutter deal so that the value of FanDuel was exactly at that $559 million mark, thus effectively removing common shareholders from what was about to become a new entity.
- They don't claim that KKR or Shamrock received any cash from the Flutter deal, which was an all-stock transaction. Instead, they say that FanDuel's preferred shareholders got the full 40% stake in a combined business (Flutter took the other 60%) that is now worth over $30 billion.
- Moreover, they believe that documents obtained during an initial round of discovery prove that KKR and Shamrock were aware that FanDuel was likely to become much more valuable (even creating a separate spreadsheet that modeled sports betting). And they claim that the firms bribed other FanDuel board members to go along with the plan while instructing FanDuel's bankers to not conduct either a valuation analysis or a fairness opinion.
The other side: KKR and Shamrock haven't yet filed their reply, and declined to comment for this story, but are likely to argue that FanDuel was in dire straits when the Flutter deal was negotiated.
- At the time, it was still just a fantasy sports site that had been blocked by antitrust regulators from merging with rival DraftKings.
- The federal sports betting ban was still in place, and there was no guarantee that more than a few states would legalize it. FanDuel also didn't have any of its own sports betting infrastructure, thus would need either major investment or partnership with an existing player like Flutter (which operated in Europe as Paddy Power Betfair).
- In short, KKR and Shamrock may argue something similar to VCs in pay-to-play deals — all future value is being created by new money, so the old money deserves to be crammed down.
Look ahead: Nevin Gewertz, an attorney for the plaintiffs, says that discovery and witness depositions could take up to a year, at which point the court would decide if a trial is appropriate.
The BFD
Edgar Bronfman Jr. is prepping a bid for Paramount Global (Nasdaq: PARA), which previously agreed to merge with Skydance Media.
Why it's the BFD: This feels like an end credits scene in a superhero movie that already had a satisfying conclusion. It may tease the next chapter by changing everything we thought we knew but also could go down as a hollow buzz.
Zoom in: Axios first reported on Bronfman's interest last month, while WSJ scooped the latest iteration. WSJ adds that Bronfman has discussed working with Fortress Investment Group, Roku, and producer Steven Paul.
- Expect that any Bronfman bid would be designed to appeal to shareholders in National Amusements, Paramount's controlling shareholder, who believe the Skydance deal was too dilutive.
- Bronfman is exec chair of streaming service Fubo, the former CEO of Warner Music, and heir to the Seagram alcohol fortune.
The bottom line: Bronfman has until next Wednesday to make his offer, after which a 45-day "go shop" agreement between Paramount and Skydance will expire.
Venture Capital Deals
• Revolut, a U.K. challenger bank, says that it secured a $45b valuation via a secondary stock sale. Participants included Coatue, D1 Capital Partners, and insider Tiger Global. axios.link/4dKTeaz
🚑 Caresyntax, an SF surgical data analysis platform, raised $80m in Series C extension funding from PFM Health Sciences, BlackRock Innovation Capital, MTIP, Bioniq Capital, Pictet Alternative Advisors, Surgical.ai, Aescuvest, Optum Ventures, Cure Capital, Relyens Group, Vesalius Biocapital, Lauxera Capital, Plug & Play, and ProAssurance Corp. It also secured $100m in debt. axios.link/4fE6obc
• Quantum Circuits, a New Haven, Conn., developer of superconducting architecture, raised $60m in Series B funding from Arch Venture Partners, F-Prime Capital, Sequoia Capital, Hither Creek Ventures, Canaan Partners, Fitz Gate Ventures, In-Q-Tel, Osage University Partners, Connecticut Innovations, Tao Capital Partners, and Tribeca Venture Partners. axios.link/4fPr9kv
• Yuze, a UAE-based provider of business accounts and card programs for SMEs, raised $30m from Osten Investments. axios.link/4fKrcOo
• Goodfire, an SF-based AI observability platform, raised $7m in seed funding. Lightspeed led, and was joined by Menlo Ventures, South Park Commons, Work-Bench, Juniper Ventures, Mythos Ventures, and Bluebirds Capital. axios.link/4dBgeZS
• Garden, a New York-based patent search tool, raised $6.8m in seed funding, per Axios Pro. Spark Capital led, with participation from Craft Ventures, Mischief and Uncommon Capital. axios.link/4dNORvH
• Holonym Foundation, a crypto digital identity security startup, raised a $5.5m seed. Finality Capital and Paper Ventures co-led, and were joined by Draper Dragon, Arrington Capital, Lightshift, Zero Knowledge Ventures, and Zero DAO. holonym.id
• Rhinestone, a smart accounts infrastructure developer, raised $5m in seed funding. 1kx led, and was joined by CoinFund, Lattice, Heartcore, Circle Ventures, Alchemy Ventures, and zkSync. axios.link/3M6wXIx
• Impactpool, a Swedish HR tech platform, raised $4m in Series A funding co-led by Mediahuis and Fort Knox. axios.link/3SUmwf8
• Ferretly, a social media vetting startup, raised $2.5m in seed funding led by Accurate Background founder David Dickerson. axios.link/3As4VVt
🚑 Rx Save Card, a Chicago-based pharmacy benefit company, raised $1.7m in seed funding led by Distributed Ventures. rxsavecards.com
Private Equity Deals
🚑 Ant Group, backed by Jack Ma and numerous PE firms, is in talks to buy Haodf, a Chinese online platform for connecting doctors and patients, per Bloomberg. Haodf has raised over $250m from firms like Tencent. axios.link/3yGXedm
• Apollo and Rettig completed their €392m acquisition of Purmo Group, a Helsinki-listed provider of indoor heating and cooling solutions. purmogroup.com
• EQT agreed to buy PropertyGuru (NYSE: PGRU), a Southeast Asia-focused property platform, for around $1.1b, or $6.70 per share. axios.link/3M6gF2v
• EQT agreed to buy KJ Environment, a South Korean waste management firm, from Genesis Private Equity at around a $733m enterprise value. axios.link/3yGgzvj
• Lone Star Funds agreed to buy the commercial and residential fire unit of Carrier Global (NYSE: CARR) for $3b. axios.link/3ySV4Y6
• MidOcean Partners acquired SI Solutions, a Huntersville, N.C., provider of engineering and other services for the power and critical infrastructure markets. sisolutions.com
• Shur-Co, a Yankton, S.D., portfolio company of Behrman Capital, acquired US Tarp, a South Haven, Mich., maker of truck and trailer tarping systems and parts. shurco.com
• Sixth Street Partners is leading an acquisition of Credit Suisse's U.S. mortgage servicing business from UBS Group. axios.link/4dlFaor
• Southern Home Services, a portfolio company of Gryphon Investors, acquired Port St. Lucie, Fla.-based Elite Electric, Plumbing & Air. southernhomeservices.com
• Warburg Pincus bought Service Express, a Grand Rapids, Mich., provider of post-warranty data center maintenance services, from Harvest Partners. servicexpress.com
Public Offerings
• SilverBox IV, a SPAC formed by SilverBox Capital, raised $200m in its IPO. axios.link/3XvhybH
Liquidity Events
⚡ Warburg Pincus will seek to sell Sundyne, an Arvada, Colo., maker of pumps and compressors to the energy and petrochemicals market, per PE Hub. axios.link/3WMbmtV
More M&A
• DLT Entertainment of Illinois bought Juniper Productions, a nonfiction production company owned by BBC Chairman Samir Shah. axios.link/3X4GF4n
• Linktree, a link-in-bio platform that's raised nearly $200m in VC funding, acquired Plann, a social media scheduling tool. axios.link/46L6RED
• Bryant Riley has offered to buy the shares he doesn't own in B. Riley Financial (Nasdaq: RILY), the investment bank he co-founded and helps lead, for $7 per share. axios.link/3MbsHrn
Fundraising
• EQT plans to target $12.5b for its next Asia private equity fund. axios.link/3WRwmzo
• Andreessen Horowitz is planning to open an office in Japan, per Nikkei. axios.link/4dmTEEk
It's Personnel
• Margrethe Vestager, Europe's top antitrust regulator, won't be renominated for a third term. axios.link/3M7NFY1
• Katie Boord, a former exec with Twitter and Fanatics, joined merchant bank Scenic Advisement as COO. axios.link/3SOML6B
• Nasdaq Private Market promoted Brett Mock to chairman of its international business. nasdaqprivatemarket.com
Final Numbers


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