State attorneys general have become America's top antitrust cops, believing that federal regulators have become too quick to approve or settle the thorniest of deals.

• Not surprisingly, the Trump administration doesn't like that too much.

Driving the news: Stanley Woodward, who oversees the Justice Department's antitrust division, sought to reassert federal primacy last week during a speech at Fordham Law School.

• To be clear, this wasn't a fire-and-brimstone rant. It was academic and measured, as befitting the setting, with Woodward acknowledging overlapping regulatory authorities.
• But it still took aim at state AGs he says engage in "gamesmanship" and "antitrust overenforcement."
• "When a merger harms local markets, we want the states in the room," Woodward said. "When it is national, we expect to lead."

Zoom in: Woodward also took issue with those arguing that political appointees like himself are less qualified to make antitrust determinations than are career staff — arguing that both federal executive and state officials have voter-validated roles to play.

• This seemed to be a direct response to a speech at Georgetown earlier in the week by Colorado AG Phil Weiser, who is among those who challenged Paramount's pending deal for Warner Bros. Discovery, the Nexstar-Tegna merger, and Kroger's failed deal for Albertson's.

State of play: All of this could come to a head in the aforementioned Paramount situation, with multiple reports that the states could be poised to settle.

• If California and other states settle with significant concessions — even over the objections of progressives like Lina Khan — then it may validate their more active posture.
• For example, the WSJ reports that one proposal would include Paramount investing $1.5 billion in California production. Bloomberg notes that Paramount might agree to a $30 million-per-film penalty if it "fails to make good on a promise to distribute 30 films per year in theaters."
• DOJ, meanwhile, signed off on the deal without any remedies and last week filed a statement of interest in favor of Paramount's request that the state AGs put up a $1.88 billion bond.
• It could view the settlement talks as an admission that the states' legal case is weak. If the states walk without a major trophy, it would help validate Woodward's argument that state AGs are choosing politics over policy.

The bottom line: When everyone is in charge, no one really is. And that makes it much tougher for companies to plan future deals.

Nscale, a London-based AI hyperscaler, on Friday filed for its IPO.

Why it's the BFD: This would be the first major AI listing since the safety debate exploded into the mainstream and Anthropic — a major Nscale customer — talked about "pacing the frontier."

• Nscale's S-1 also is a map of circular AI financing, with Nvidia as a featured player.

By the numbers: Renaissance Capital estimates that Nscale's IPO could raise around $2 billion.

• The company reports a $1.02 billion net loss on $140.6 million in revenue for the first half of 2026, versus a $369 million net loss on $10.4 million in revenue for the year-earlier period.
• Nscale also reports over $103 billion of total contracted value, and has raised billions of VC dollars (plus lots of debt) — most recently this past spring at a $13.5 billion post-money valuation — from firms like Aker, Sandton Capital Partners, and Paladin Capital.

The bottom line: "Spun off from a cryptocurrency mining operation in early 2024, Nscale quickly became one of the most prominent data center newcomers powering the AI boom as a so-called neocloud operator, renting out computing resources to companies developing AI." — Subrat Patnaik, Bloomberg

• Skillmatics, an Indian maker of educational games and toys for children, is in talks to raise up to $75m from firms like Premji Invest, ChrysCapital and A91 Partners, per Moneycontrol. axios.link/4rkUsS9

🚑 Polyphron, a developer of human tissue models for drug development, raised $20m in seed funding. Quiet Capital led, joined by Gradient, Haystack, and Compound. axios.link/4hCDs6s

• Unit1 Studio, an avatar concert producer, raised $20m led by Balderton. axios.link/4y6gR8l

🚑 Corridor, an NYC-based health benefits broker, raised $16m in seed funding, per Axios Pro. Bain Capital Ventures led, joined by BoxGroup, Definition Capital, and Constellation. axios.link/3THPr9F

• Feldera, an SF-based data infrastructure startup, raised $15.4m in Series A funding, per Axios Pro. Inovia Capital led, joined by Costanoa Ventures and Battery Ventures. axios.link/4yNtzIQ

• Kheops, a French retail supply data platform, raised €15m from Odyssée Venture, ISAI, and Elaia. axios.link/478r9bX

• Advent International and FedEx completed their €7.8b take-private buyout of Polish parcel delivery firm InPost. axios.link/4tnwF4s

⚾ Apollo may take an equity stake in the New York Yankees, as part of a previously reported debt package, per the NY Post. axios.link/4iG3JSu

• H.I.G. Capital agreed to acquire Mistras (NYSE: MG), a Princeton Junction, N.J.-based provider of industrial asset integrity and lab testing solutions, for around $866m (including debt), or $20.35 per share. axios.link/4cUGy32

• Insignia Communities (ASX: INA), an Australian retirement village operator, rejected a sweetened US$1.47b takeover offer from Warburg Pincus. axios.link/4ro9G8H

• Nexture, an Italian food ingredients maker owned by Investindustrial, acquired La Crema, a Dubai-based manufacturer of chocolate and food ingredients. axios.link/3VGkKSN

🚑 PAR Excellence Systems, an OceanSound Partners portfolio company, acquired Terso Solutions, a provider of ultra-high frequency RFID inventory tracking tech for health care. axios.link/3TlwtWj

• Perpetual (ASX: PPT), an Australian fund manager, rejected a US$2.6b takeover offer from EQT and said that it ended negotiations. axios.link/4yOHkaq

• Priority Technology (Nasdaq: PRTH) agreed to be taken private by an investor group led by CEO Thomas Priore with support from Searchlight Capital Partners at around a $1.6b enterprise value. axios.link/4yQmoQh

🚑 Veridian Healthcare, backed by HealthEdge Investment Partners and United Western Group, acquired the ScarScience brand from Mitchell-Vance. axios.link/4hlZY29

Bamboo Insurance Services is the only major IPO expected this week on U.S. exchanges.

🚑 ADARx Pharmaceuticals, a San Diego-based developer of siRNA therapies, set IPO terms to 21.88m shares at $15-$17. It would have a $1.64b market cap at the midpoint, and plans to list on the Nasdaq (ADRX). The Phase 3 company raised around $350m from firms like OrbiMed (30.8% pre-IPO stake), Lilly Asia Ventures (15.7%), SR One (11.1%), and Bain Capital Life Sciences (6.8%). axios.link/3VlBWNl

• Oura, the Finnish smart ring maker, set IPO terms to 50m shares at $40-$44. It would have a $13.48b market cap ($14.9b fully diluted) at the midpoint, and plans to list on the Nasdaq (OURA). Oura raised over $1.5b in VC funding from firms like Fidelity (10.9% pre-IPO stake), Forerunner Ventures (9.3%), Bedford Ridge Capital (9.2%), and Lifeline Ventures (7.3%). axios.link/4xVxLWp

⚡ ProEnergy, a Sedalia, Mo.-based power generation firm backed by Energy Capital Partners, is working with Morgan Stanley and JPMorgan on an IPO that could value the company at up to $50b, per Bloomberg. axios.link/4h4Neht

🚑 TRex Bio, a South SF-based developer of precision immunoregulatory medicines, filed for an IPO. It plans to list on the Nasdaq (TRXB) and has raised over $220m from firms like Eli Lilly, Janus Henderson, Balyasny Asset Management, Affinity Asset Advisors, Alexandria Venture Investments, Avego BioScience Capital, Delos Capital, J&J Innovation, Pfizer Ventures, Polaris Partners, and SV Health Investors. axios.link/3UWVaJb

• Amsted Industries, a Chicago-based portfolio company of Monomyth Group, is seeking to sell cooling system provider Baltimore Aircoil, which could fetch more than $6b, per Bloomberg. axios.link/4hh8lvI

🍕 Bain Capital and Cyrus Capital Partners hired Rothschild to find a buyer for PizzaExpress, a U.K. chain that could fetch around £500m, per the FT. axios.link/4dtCRS5

• EQT is weighing a sale of Indesso, an Indonesian ingredients maker that could fetch up to $1b, per Bloomberg. axios.link/4h6GT5m

• GTCR and Reverence Capital Partners are seeking to sell Charlotte, N.C.-based Allspring Global Investments, which they bought from Wells Fargo in 2021, for around $4b, per the FT. axios.link/4Aikh9j

• Legend Holdings of China is seeking to sell Luxembourg's oldest bank, Banque Internationale À Luxembourg, at a €2.5b valuation, per the FT. axios.link/4rlVcWZ

🚑 Bayer agreed to sell the rights to cancer drug Stivarga to Germany's Gruenenthal for up to €375m. axios.link/4rjY46E

🐶 The Farmer's Dog, valued by VCs at $2.7b in 2022, completed its acquisition of Woof, a Denver-based provider of pet enrichment and wellness products. axios.link/4iFHH27

• MSC is in talks to acquire an 80% stake in German cruise ship builder Meyer Werft from the German government, per Bloomberg. axios.link/4iF2qTH

🚑 Telix Pharmaceuticals (ASX: TLX) agreed to acquire Germany-based radiopharmaceutical biotech ITM Isotope Technologies Munich ​for $1.65b upfront and $700m of possible earnouts. axios.link/4xwyMUp

• Weil Gotshal & Manges is weighing a merger, as the law firm has been hit by a raft of key departures, per Bloomberg. axios.link/4h2PyWi

• NewSchool VC, a Belgian firm focused on early-stage B2B tech startups, raised €10m for its debut fund. axios.link/46zY2ye

• Script Capital, a VC firm led by Andrew Solimine, raised $20m for its fourth fund, per an SEC filing.

• Matthew Rosedale joined Moelis as a London-based managing director of financial sponsors. He previously was with Jefferies. axios.link/4xGl6X9

The stock market soared during the first 20 months of President Trump's second term, but slightly underperformed the same period of his first term.

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