Jul 26, 2021

Axios Pro Rata

🎧 Axios Re:Cap spoke with U.S. Commerce Secretary Gina Raimondo about the global chip shortage. Listen via Apple Podcasts, Spotify or Axios.com.

  • Also: That was my last episode as Re:Cap host, after a three-year run. Huge thanks to everyone who has listened. My thoughts on wrapping up come at around 10:30 of the show.
Top of the Morning

Illustration: Sarah Grillo/Axios

Antitrust regulators are feeling their oats, after years of being viewed as little more than speedbumps on the path toward corporate consolidation.

Driving the news: Insurance brokers Aon (NYSE: AON) and Willis Towers Watson (Nasdaq: WLTW) this morning terminated their $34 billion merger agreement, just five weeks after the U.S. Department of Justice sued to block the deal.

  • This had been the Biden administration's first major antitrust action, with the DOJ's complaint citing an unidentified Aon executive who crowed about how the merger would create an "oligopoly."
  • Aon will pay a $1 billion termination fee to Willis Towers Watson. No word yet on if it will now keep its U.S. retirement business, which it had planned to sell to Aquiline Capital Partners in an effort to help obtain DOJ approval for WTW (Aon didn't return email on that, and Aquiline declined comment).
  • And none of this has to do with Big Tech, which is expected to have critics running both the FTC (Lina Khan) and the DOJ's antitrust division (Jonathan Kanter, who still needs Senate approval).

Emboldened trustbusters aren't just a U.S. thing, even though Aon/WTW did receive European Commission approval. In just the past few days:

  • Brazil's top competition regulator used the word "complex" when describing Oi SA's proposed $3.2 billion sale of its mobile network operations. That is not an adjective that either the seller or the buying group wanted to hear.
  • European antitrust regulators reportedly are launching a full investigation into Facebook's proposed $1 billion purchase of enterprise customer service company Kustomer, which was first announced last November.
  • Westpac Banking Corp. of Australia was blocked by antitrust regulators in Papua New Guinea from selling a A$420 million stake in its Pacific operations to Kina Securities. That deal was announced last December.
  • An Indian court denied Amazon and Flipkart's appeals to slow down an antitrust investigation into their business practices.

The bottom line: The path from deal announcement to deal closure is no longer perfunctory.

The BFD

Photo by Michael Kovac/Getty Images.

Falcon Acquisition Corp., a SPAC chaired by Tom Barrack, on Friday withdrew registration for a $250 million IPO. This came on the same day that Barrack paid a $250 million bond to get out of federal custody, following his arrest on charges of acting as an unregistered foreign agent for the United Arab Emirates.

  • Why it's the BFD: The SPAC withdrawal obviously had to happen, but its very formation reflects how Barrack didn't see his arrest coming. Or that his worst-case scenario was a wrist-slap.
  • About that bail: The $250 million, made up of cash and Barrack's DigitalBridge stock, is just the start. He also surrendered his U.S. and Lebanese passports and agreed to wear an ankle monitor, to not make any domestic transactions over $50k (outside of attorney fees), not transfer funds overseas, to restrict his domestic travel and not to have any contact with Emirati or Saudi officials. Plus, Barrack's son, ex-wife and a DigitalBridge exec all signed over their personal residences as collateral.
  • What Barrack said upon release: β€œI want to recognize the grace and humanity of the gentlemen with whom I have shared a community over these last three days. I am innocent and will prove that in court.”
  • The bottom line: Barrack is expected to be arraigned today in Brooklyn. As is Matthew Grimes, one of his co-defendants and the SPAC's president. Grimes also was released Friday, on a $5 million bond.
Venture Capital Deals

β€’ NotCo, a Chilean developer of plant-based foods, raised $235 million at a $1.5 billion valuation. Tiger Global led, and was joined by DFJ Growth Fund and ZOMA Labs. http://axios.link/mP79

πŸš‘ Embark Veterinary, a Boston-based genetics startup focused on dog wellness and lifespan expansion, raised $75 million at a $700 million valuation led by SoftBank Vision Fund 2. http://axios.link/UXoB

β€’ Paystand, a Scotts Valley, Calif.-based B2B decentralized finance platform, raised $50 million in Series C funding. NewView Capital led, and was joined by SoftBank, King River Capital, Industrious Ventures and Transform Capital. www.paystand.com

β€’ Zenput, a San Francisco-based operations execution startup, raised $27 million in Series C funding. Golub Capital led, and was joined by insiders Jackson Square Ventures, MHS Capital, and Goldcrest Capital. www.zenput.com

β€’ Visionary Machines, an Australian computer vision startup, raised A$7.5 million in seed funding. Folklore Ventures led, and was joined by OIF, Significant Capital Ventures, Thorney Investment Group and In-Q-Tel. www.visionarymachines.com

β€’ GoTo, an Indonesian firm created via the merger of ride-hail company Gojek and e-commerce giant PT Tokopedia, is in talks to raise up to $2 billion ahead of a dual listing in Jakarta and the U.S., per Bloomberg. http://axios.link/7WXN

Private Equity Deals

β€’ Bruin Capital agreed to buy a majority stake in golf simulator maker Full Swing at around a $160 million valuation, per the NY Times.

β€’ CVC Capital Partners agreed to buy part of Panzani, including its dry pasta and sauces assets, from Ebro Foods (Madrid: EBRO) for €550 million. http://axios.link/25dF

β€’ GTCR and Reverence Capital Partners completed their purchase of Wells Fargo Asset Management, which they renamed Allspring Global Investments.

πŸš‘ ILC Dover, a Newark, Del.-based portfolio company of New Mountain Capital, agreed to buy Flexan, a Lincolnshire, Ill.-based medical device contract design and manufacturing group, from Linden Capital Partners. www.flexan.com

β€’ Norwest Venture Partners invested in supplier.io, a provider of supplier diversity management SaaS. www.supplier.io

β€’ S4 Capital agreed to buy Destined, an Australian Salesforce partner. http://axios.link/V91j

β€’ Stonepeak agreed to buy the Latin American business of Louisiana-based telco Lumen Technologies (NYSE: LUMN) for $2.7 billion. http://axios.link/YQbD

β€’ Thoma Bravo agreed to buy Medallia (NYSE: MDLA), a San Francisco-based customer survey software company, for $6.4 billion, or $34 per share. http://axios.link/tHIh

Public Offerings

Source: Giphy

β€’ 17 companies plan to price IPOs on U.S. exchanges this week, headlined by Robinhood and Clarios. http://axios.link/0nXl

β€’ BRK Ambiental, a Brazilian sanitation company backed by Brookfield Asset Management, hired banks for an IPO that could come by year-end, per Reuters. http://axios.link/SeZs

β€’ Duolingo, a Pittsburgh-based language learning platform, upped its IPO price range to $95-$100 from $85-$95. It still plans to offer 5.1 million shares, and now would have a $3.5 billion market cap, were it to price in the middle. The company raised $183 million in VC funding, most recently at a $2.4 billion valuation, from firms like NewView Capital (20.1% pre-IPO stake), USV (14.2%), CapitalG (13.7%), Kleiner Perkins (10.5%), General Atlantic (7.1%) and Durable Capital Partners. http://axios.link/kkc4

SPAC Stuff

β€’ Jam City, a Culver City, Calif.-based mobile game maker led by Chris DeWolfe, is no longer going public at around a $1.2 billion valuation via DPCM Capital (NYSE: XPOA), a SPAC led by former Uber exec Emil Michael. The two sides said they terminated the deal due to market conditions. As part of the deal, Jam City was to have bought Montreal-based game publisher Ludia. http://axios.link/320R

β€’ Lucid Motors, a Newark, Calif.-based electric car maker, belatedly won investor approval for its $24 billion acquisition by Churchill Capital Corp IV, a SPAC led by Michael Klein.

β€’ PropertyGuru, a Singapore-based online property listings firm, agreed to go public at around a $1.78 billion equity value via Bridgetown 2 Holdings (Nasdaq: BTNB), a SPAC formed by Richard Li and Peter Thiel, per Bloomberg. PropertyGuru backers include KKR and TPG. http://axios.link/ijaa

β€’ Founder SPAC, a SPAC focused on cloud and digital transformation, filed for a $275 million IPO. http://axios.link/OHL2

Liquidity Events

πŸ” Bridgepoint is seeking a buyer for British operations of Burger King, per Sky News. http://axios.link/l1wZ

β€’ Citic Capital, Hillhouse Capital and Boyu Capital are seeking a buyer for the non-China operations of condom maker Lifestyles Healthcare, which could fetch around $500 million, per Bloomberg. http://axios.link/NqKI

β€’ Edison Partners sold PandoLogic, a New York-based online recruiting platform, to Veritone (Nasdaq: VERI) for $150 million. www.pandologic.com

β€’ Taboola (Nasdaq: TBLA), an online content recommendation company that just went public via SPAC, agreed to buy Connexity, a Santa Monica, Calif.-based marketing tech company, from Symphony Technology Group for $800 million in cash and stock. http://axios.link/42s2

More M&A

⚑ ABB (NYSE: ABB) is in advanced talks to sell its mechanical power transmission unit to RBC Bearings (Nasdaq: ROLL) for around $3 billion, per Bloomberg. http://axios.link/oViW

β€’ Byju's, an Indian online learning platform valued by VCs at around $12 billion, agreed to buy Singapore-based professional training firm Great Learning for $600 million in cash and stock. http://axios.link/aCZT

β€’ Deutsche Wohnen (ETR: DWNI), a German residential property group, failed to secure enough shareholder approval for its €18 billion takeover by Vonovia (Paris: VNA). http://axios.link/1kSw

β€’ Goldman Sachs Asset Management and Germany’s DWS each are prepping bids for NN Investment Partners, which is being auctioned off by Dutch insurer NN Group, per the FT. NN Investment Partners has over €300 billion in AUM. http://axios.link/lOhB

β€’ Kanabo Group (LSE: KNB) agreed to buy Canadian cannabis producer and distributor Materia. http://axios.link/QcKp

Fundraising

β€’ Elephant Partners, a Boston-based VC firm, raised $600 million for its fourth fund, per SEC filings. www.elephant.partners

β€’ Horsley Bridge Partners is raising $500 million for its 13th fund-of-funds focused on growth equity/buyouts, per an SEC filing. www.horsleybridge.com

β€’ Vertex Ventures US is raising $200 million for its third fund, per an SEC filing. www.vertexventures.com

It's Personnel

β€’ Robert Wall joined Lazard Asset Management as a London-based managing director and head of sustainable private infrastructure, effective in October. He previously was a partner at Federated Hermes and, before that, co-founded the infrastructure investing group at CPPIB. www.lazardassetmanagement.com

Final Numbers: Tech deal boom
Source: Refinitiv Deals Intelligence. Data through July 22, 2021.

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Editor's note: The Private Equity Deals section was corrected to show Norwest Venture Partners invested in supplier.io.