May 9, 2017

Axios Pro Rata

By Dan Primack
Dan Primack
Top of the Morning

• Time killer: When Tribune Media announced yesterday that it had agreed to be acquired by Sinclair Broadcasting for $3.9 billion (not including assumed debt), I had two initial thoughts:

  1. Conservative-leaning Sinclair will now own a national cable network (WGN) that it could use to launch a Fox News rival (albeit with a massive HR insurance policy);
  2. What happened to 21st Century Fox, which was said to be working with The Blackstone Group on a rival bid?

I'm totally unqualified to deal with #1, but I did speak with a bunch of people familiar with #2. Notes:

  • Genesis: Fox partnered with Blackstone for financial reasons, rather than strategic ones. In short, Fox already had a highly-leveraged balance sheet ($6.75b in liabilities as of year-end) and didn't want to blow through 50% more of its cash ($4.5b).
  • But: FoxStone came together fairly late in the Tribune Media sale process, and simply couldn't get the offer finished in time. As such, it never submitted a formal bid. The big stumbling stock was structure, due to lingering FCC ownership rules that likely would have required Fox to either divest certain assets or create an alternate holding company (possibly controlled by Blackstone). Moreover, the structural questions also are said to have caused unresolved financing disagreements between Fox and Blackstone.
  • Auction process: Tribune Media could have extended the auction for the sake of competition, but it already had a viable alternate bidder (Nexstar Broadcasting, which submitted an offer just below Sinclair's) and it wasn't convinced that Fox and Blackstone would successfully work out their differences.
  • Go shop: It remains possible that Fox could still come in with a superior offer to Sinclair (Tribune would be on the hook for $135.5m if it accepted), particularly given that you can't rule out anything when it comes to Rupert Murdoch. But the financing hill likely would be steeper, as firms like Blackstone are typically loathe to deal-jump once an agreement is signed.

• New firm alert: Xuezhao Lan has quietly stepped down as head of corporate development at Dropbox, in order to launch a new venture capital firm (yes, she was the answer to a March blind item). No comment yet from Lan or Dropbox, where she's been succeeded by Morgan Kyauk. I continue to hear that Lan will be joined by a pair of corp dev pros from a different Silicon Valley unicorn, but neither has yet given notice (gotta vest those shares).

• Deadpool: Maple, a New York-based prepared meal delivery service, shut down yesterday and said it would sell its assets to London-based Deliveroo for an undisclosed amount. This comes just two years after Maple raised $26 million in Series A funding at around a $115 million valuation. It's also worth noting that an early Maple backer was Momofuko chef David Chang, who would later co-found a rival service called Ando. He did not reply to a request for comment.

• Final numbers: The VIX, an index of stock market volatility, hit a 24-year low yesterday. We've put together a shareable chart at the end of today's issue.

The BFD

Grammarly, a San Francisco-based startup that uses machine learning and AI to help improve people's writing , yesterday announced that it raised $110 million in VC funding. General Catalyst led the deal, and was joined by Breyer Capital, IVP, SignalFire and Spark Capital.

  • History: This is the company's first round of outside funding ― it didn't even raise angel capital ― despite having been around since 2009. The basic explanation is that Grammarly was founded in Ukraine, which at the time had neither an active VC scene locally nor foreign investors interested in Ukranian startups. So the co-founders bootstrapped (as they had with a previous startup).
  • Connections: Brad Hoover took over as CEO back in 2011, before which he spent six years as a VC at General Catalyst.
  • Breakdown: A portion of this $110 million is secondary capital (i.e., early shareholder liquidity), per a source close to the deal.
  • Metrics: The company reports 6.9 million daily active users and has 110 current employees.
Venture Capital Deals

• Kobalt, a music royalties services company, has raised $75 million in Series D funding at a reported $775 million post-money valuation. Hearst Entertainment led the round, and was joined by Balderton Capital and MSD Capital. http://tcrn.ch/2qXJ5Rk

• G-Banker, a Chinese online gold-trading platform, has raised $29 million in Series C funding. BOC International led the round, and was joined by Guangkong Zhongying Capital, SBCVC, and Radiant Venture Capital. http://bit.ly/2qWYrFW

• Signal Sciences, a Venice, Calif.-based web app security solution provider, has raised $15 million in Series B funding led by CRV. www.signalsciences.com

• Dropoff, an Austin, Texas-based provider of same-day delivery solutions for business, has raised $8.5 million in Series B funding. Fulcrum Equity Partners led the round, and was joined by Greycroft Partners and Correlation Ventures. www.dropoff.com

• SiFive, a San Francisco-based provider of open-source-enabled semiconductors, has raised $8.5 million in Series B funding. Spark Capital led the round, and was joined by Osage University Partners and return backer Sutter Hill Ventures. http://bit.ly/2qT7bvL

• Artemis Health, a Salt Lake City-based health data analytics startup for employers, has raised $8.3 million in Series A funding led by Maverick Ventures. www.artemishealth.com

• Territory (f.k.a. Power Supply), a Washington, D.C.-based prepared food delivery service, has raised $6.7 million in new VC funding from Upfront Ventures, NRV, Lewis & Clark Ventures and The Motley Fool Holdings. http://tcrn.ch/2qUxcvo

• eRelevance, an Austin, Texas-based customer marketing automation startup, has raised $5.1 million in new VC funding. Rally Ventures led the round, and was joined by return backers Chicago Ventures, Miramar Venture Partners, Martin Investment Holdings and Capital Factory. http://bit.ly/2qNxM0X

• Revolution Prep, a Santa Monica, Calif.-based tutoring and test prep tech startup, has raised $4 million in VC funding led by return backer Kennet Partners. http://bit.ly/2pZknCf

• Hadean, a London-based OS for big data, has raised $2.6 million in seed funding. White Cloud Capital led the round, and was joined by Entrepreneur First. http://tcrn.ch/2pYsP2i

• Plume, a Palo Alto, Calif.-based maker of small residential WiFi routers, has raised an undisclosed amount of funding from Comcast. http://bit.ly/2pZyreW

Private Equity Deals

• ArcLight Capital Partners and Brookfield Asset Management are among the final bidders to partner with Kinder Morgan (NYSE: KMI) on its US$5.4 billion Trans Mountain Expansion Project, according to Bloomberg. Kinder Morgan has been considering both a JV and an IPO to finance the pipeline project, although it reportedly prefers the former. https://bloom.bg/2pg7D5V

• Elysian Capital has acquired Brand Addition, a British designer and provider of promotional merchandise to large corporations, from H.I.G. Capital for £60 million. http://bit.ly/2pZuxCA

• HGGC has acquired a majority stake in eTouches, a Norwalk, Conn.-based provider of cloud event management software and venue sourcing. No financial terms were disclosed. Existing shareholders like First Analysis Corp. and The Argentum Group will retain minority positions. www.etouches.com

• ICV Partners has acquired LeadingResponse, a Tampa, Fla.-based marketing services company that generates around $70 million in annual revenue. No financial terms were disclosed. www.leadingresponse.com

• J.S. Held, a Jericho, N.Y.-based consulting firm owned by Lovell Minnick Partners, has acquired a majority stake in Spex, a Denver-based digital property inspection and reporting platform for the property and casualty industry. No financial terms were disclosed. www.jsheld.com

• LLamasoft, a San Francisco-based provider of supply chain modeling and design software, has raised an undisclosed amount of funding from TPG Capital. www.llamasoft.com

• New Mountain Capital has acquired a majority stake in OneDigital Health and Benefits, an Atlanta-based employee benefits company, from Fidelity National Financial Ventures for $560 million in cash. http://bit.ly/2pfVe6U

Public Offerings

• Argenx, a Dutch developer of antibody-based therapies for the treatment of severe autoimmune diseases and cancer, has set its U.S. IPO terms to 3.6 million shares being offered at $18.18 per share (last reported Euronext Brussels price). It would have a fully-diluted initial market cap of around $454 million, were it to price there. The company plans to trade on the Nasdaq under ticker symbol ARGX, with Cowen & Co. listed as left lead underwriter. Shareholders include Forbion Capital (10.56% pre-IPO stake), Life Sciences Partners (8.52%), Federated Investors (7.36%), Shire (7.01%) and Percentive Advisors (5.59%). www.argen-x.com

• Contura Energy, a Bristol, Tenn.-based provider of provider of metallurgical and steam coal, has filed for a $100 million IPO. It plans to trade on the NYSE under ticker symbol CTRA, with Citigroup listed as sole underwriter. www.conturaenergy.com

• G1 Therapeutics, a Chapel Hill, N.C.-based developer of small molecules for use in cancer therapy and biodefense applications, has set its IPO terms to 6.3 million shares being offered at between $15 and $17 per share. It would have a fully-diluted initial market cap of around $479 million, were it to price in the middle of its range. The pre-revenue company plans to trade on the Nasdaq under ticker symbol GTHX, with J.P. Morgan and Cowen & Co. serving as lead underwriters. Shareholders include Hatteras Venture Partners (19.79% pre-IPO stake), MedImmune Ventures (16.7%), Ashelman Ventures (15.38%), RA Capital (10.66%), Lumira Capital (7%), Cormorant Asset Management, Aju IB Investment, Cowen Private Investments, Franklin Templeton Investments, Rock Springs Capital, Mountain Group Capital and Tavistock Life Sciences. www.g1therapeutics.com

Liquidity Events

• Magnum Industrial Partners is seeking a buyer for Iberchem, a Spanish fragrance maker that could be valued at around €400 million, according to the WSJ. http://on.wsj.com/2qm7T8K

• Zhonghong Zhuoye Group has completed its previously-announced $449 million, or $23 per share, purchase of a 21% stake in SeaWorld (NYSE: SEAS) from The Blackstone Group.

More M&A

• Bayer has agreed to launch a sale process for its Liberty herbicide and LibertyLink seeds business, in order to obtain South African regulatory approval for its pending $66 billion purchase of Monsanto. The assets could be valued at nearly $2.5 billion. http://reut.rs/2puA1SY

• Mail.ru has acquired a 90% stake in ZakaZaka, a Russian food delivery startup, at an enterprise value of $20 million. http://bit.ly/2pZnRVl

• Parexel International (Nasdaq: PRXL), a Boston-based contract drug research organization with a market cap north of $3.7 billion, reportedly is exploring a sale. http://on.wsj.com/2pdsziP

• Wells Fargo (NYSE: WFC) is considering a sale of its insurance brokerage business, which could be valued at around $2 billion, according to Bloomberg. https://bloom.bg/2qWEq1Y

Fundraising

CLSA Capital Partners has closed its third Japan-focused buyout fund, called Sunrise Capital, with $400 million in capital commitments. www.cslacapital.com

• EMK Capital has closed its debut fund with £575 million in capital commitments. The London-based mid-market private equity firm is led by Edmund Lazarus (Bregal Capital co-founder) and Mark Joseph (former partner with Oakley Capital). http://bit.ly/2qX3JAW

• Eurazeo is raising up to 600 million for its third fund focused on buyouts of French SMEs, according to Dow Jones. www.eurazeo.com

• First Alpha Energy Capital reportedly has launched as a new oil industry-focused private equity firm led by former J.P. Morgan backers Verne Grinstead and Fred Lucas. http://bit.ly/2pZJ5Cz

• OMERS Ventures has closed its third fund with C$300 million in commitments. Limited partners include the OMERS pension plan, BMO Financial Group, CIBC, National Bank of Canada, Sun Life Financial, TD Securities and The Wafra Group. www.omersventures.com

• Vista Equity Partners has closed its sixth flagship fund, which will focus on tech company buyouts, with $11 billion in capital commitments. www.vistaequity.com

It's Personnel

• David Adams, former COO of family office Fullerton Investors, has been named a managing director with Grand Coast Capital Group, a Boston-based real estate investment and private lending firm. www.grandcoastcapital.com

•Arsenal Capital Partners has promoted Joe Rooney to principal. He joined the firm in 2009 and serves on the board of portfolio company FrontStream Payments. www.arsenalcapital.com

• Chris Gaertner has joined Rothschild Global Advisory as global head of technology and head of a new Bay Area office. He previously was with BofA Merrill Lynch. Rothschild also has hired Walid Khiari, who previously was a director of tech I-banking with Credit Suisse. www.rothschild.com

• Goldman Sachs has promoted Gregg Lemkau and Marc Nachman to co-heads of investment banking, to serve alongside John Waldron. Former I-banking co-head Richard Gnodde will continue to run Goldman's EMEA business. Lamkau previously was co-head of global M&A, while Nachmann led Latin America activities. http://on.ft.com/2qme8t2

• Fredrick Harris, former president of General Dynamics NASSCO and Bath Iron Works, has joined private equity firm J.F. Lehman as an operating executive. www.jflpartners.com

• Haroun van Hövell has stepped down as KKR's head of EMEA energy investing, according to Private Equity News. No word yet on his future plans. http://bit.ly/2qmdsDT

• James Savage has joined YFM Equity Partners as a London-based portfolio director, focused on growth equity and buyouts. He previously was with Barclays' principal investments team (f.k.a. Barclays Ventures). www.yfmep.com

Final Numbers
Dan Primack