Be sure to tip your private equity lobbyists this morning, because they've earned it.

Driving the news: The SEC today will vote on a Private Fund Advisers rule that's a far cry from what was first proposed 18 months ago.

• And it will certainly pass, given Democratic control of the commission.

The big picture: This was set to be the most significant piece of new private equity regulation in decades, with the SEC playing catch-up to an industry that now manages trillions of dollars.

• In February 2022 we wrote: "The SEC is in charge of investor protection, no matter the type of investor, and believes that pension funds and other limited partners in private equity funds aren't always given adequate visibility. Private equity, of course, would argue that its LP agreements are heavily-negotiated contracts between sophisticated investors. Or, put another way, leave us alone."
• The SEC, led by Gary Gensler, appears to accepted the industry's argument.

What to know: The new rule would require registered private funds to distribute a quarterly financial statement to their investors, including information on fees, and also require annual financial statement audits. That's as originally drafted.

• When it comes to GP-led secondaries, it would require that the GP obtain a fairness opinion or valuation opinion, whereas the original language only permitted the former.
• After that, the draft begins to disintegrate. A "prohibited activities rule" has become a "restricted activities rule," with many of the underlying actions now allowed so long as there is investor disclosure.
• For example, the ban on "fees for unperformed services" like accelerated monitoring fees is gone, although an SEC official insists that's because staff determined they were already prohibited under other statute.
• Funds still will be allowed to charge LPs for fees tied to regulatory or compliance issues, so long as it's disclosed. They even can charge fees on a non pro rata basis, so long as it describes to LPs why it believes such a move is fair and equitable. The only exception is for fees tied to an SEC investigation.
• Disclosure also is the buzzword for a clause that would have stopped GPs from reducing clawbacks by the amount of actual or expected taxes. So long as LPs are informed, it's allowed.
• There was no change made to private fund liability rules, which would have made it much easier for LPs to sue GPs.

The bottom line: Gensler blinked.

Goldman Sachs has entered the auction for sandwich shop Subway, teaming with existing suitors TDR Capital and Sycamore Partners, according to Bloomberg.

Why it's the BFD: This last-minute, deep-pocketed addition could move momentum away from Roark Capital Partners, which also is trying to land one of the year's largest private equity deals. Were Roark to win, it would become one of the world's top restaurant owners.

• Goldman had been involved earlier on in the process, partnering with Advent International, but that effort petered out.

Behind the scenes: Both bids include earnout provisions for Subway's founding family, per Reuters, which means that the headline number may not be determinative.

The bottom line: "The situation remains fluid." — Bloomberg

• Ramp, a New York-based corporate finance automation startup, raised $300m co-led by Sands Capital and insider Thrive Capital at a $5.8b valuation (down from $8.1b in early 2022). https://axios.link/3OMbDJj

🚑 Cellares, a South SF-based cell therapy manufacturing platform, raised $255m in Series C funding. Koch Disruptive Technologies led, and was joined by Bristol Myers Squibb, DFJ Growth, Willett Advisors and insiders Eclipse, Decheng Capital and 8VC. www.cellares.com

🚑 Rapport Therapeutics, a Boston-based developer of neuromedicines, raised $150m in Series B funding. Cormorant Asset Management led, and was joined by Fidelity, Goldman Sachs, Logos Capital, Perceptive Advisors, Sofinnova Investments, Surveyor Capital, T. Rowe Price and insiders Third Rock Ventures, Arch Venture Partners and J&J. https://axios.link/3qJ9whn

🚑 Gympass, a New York-based corporate employee wellness platform, raised $85m in Series F funding at a $2.4b valuation. EQT Growth led, and was joined by General Atlantic and Moore Strategic Ventures. www.gympass.com

• Dice, a London-based event ticketing platform, raised $65m led by Music, an investment group co-founded by LionTree and Matt Pincus. Other backers include Structural Capital, Ahdritz Holding, Exor Ventures and Mirabaud. https://axios.link/45CK10a

🚑 Thyme Care, a Nashville-based oncology management platform, raised $60m in Series B funding co-led by Town Hall Ventures and Foresite Capital.

• Bushel, a Fargo, N.D.-based platform for connecting farmers and agribusinesses, raised $26m. The Banc Funds led, and was joined by 50 South Capital, The Andersons Inc., Cargill, Germin8, Lewis & Clark AgriFood, The Scoular Co. and Conti Ventures. www.bushelpowered.com

• Fulcrum, a Minneapolis-based provider of cloud software for manufacturers, raised $18m in Series A2 funding led by Bessemer Venture Partners led, and was joined by Battery Ventures, Motivate Venture Capital, Schematic Ventures and Waybury Capital. https://axios.link/3QTBbqz

• Fearless, a Baltimore-based digital services company, raised $17m from Truist Bank and the Maryland Small Business Development Authority. https://axios.link/3P5mO03

⚡ Electric Era, a Seattle-based maker of fast chargers for EVs, raised $11.5m in Series A funding, per Axios Pro. HSBC Asset Management led, and was joined by SQM, Blackhorn Ventures and Proeza Ventures. https://axios.link/3R6Khk7

• Massdriver, an Pasadena, Calif.-based extendable cloud ops platform, raised $8m. Builders VC led, and was joined by 1984 Ventures, YC, Uncorrelated Ventures, Page One Ventures, Soma Capital and Hack VC. https://axios.link/3qGXVQ0

🚑 Tausight, a Burlington, Mass.-based developer of data security tools for personal health information, raised $6m. Polaris Capital led, and was joined by Flare Capital Partners and .406 Ventures. https://axios.link/3shyu7X

🚑 Longevo, a Miami-based provider of wellness tools in Latin American markets, raised $5.5m led by Grupo Valora. https://axios.link/3YKCBFF

• CakeResume, a Taipei-based jobs platform, raised $5m in Series A funding led by insider Mynavi. https://axios.link/3OJbR3X

• Maple Finance, a crypto lending platform, raised $5m. Tioga Capital and Blocktower Capital co-led, and were joined by GSR Ventures, Cherry Ventures, Veris Ventures and The Spartan Group. https://axios.link/3P66i0R

• Pest Share, a Boise, Idaho-based SaaS platform for on-demand pest control services, raised $4.5m in seed funding. MetaProp and Capital Eleven co-led, and were joined by Vesta Ventures and Far Out Venture Capital. www.pestshare.com

• Wand.app, an AI-powred creative tool for artists, raised $4.2m in seed funding led by O'Shaughnessy Ventures. https://axios.link/3E5GmfF

🚑 Mosh, an LA-based maker of brain health-focused nutritional products, raised $3m in Series A funding. Main Street Advisors led, and was joined by Joyance Ventures, The Lab Capital Advisors, Verso Capital and Entrepreneur Ventures. https://axios.link/3P8kd6v

• Portkey, an SF-based platform that helps engineers build and launch generative AI tools, raised $3m in seed funding led by Lightspeed Venture Partners. www.portkey.ai

🚑 LighthouseAI, an LA-based provider of pharma supply chain compliance tools, raised $2.3m in seed funding. Healthy Ventures led, and was joined by Bertelsmann Next. https://axios.link/3YL2Trw

• Blanka, a private-label beauty and wellness products startup, raised $2m in seed funding led by Dundee Venture Capital, per Axios Pro. https://axios.link/45l8A1J

• Micronotes, a Boston-based business intelligence platform for financial institutions, raised $2m in Series C extension funding from BankTech Ventures, Experian Ventures and TTV Capital. https://axios.link/3ONo5II

🌎 Goodwings, a Copenhagen-based green travel management fintech, raised $1.5m from Global Cleantech Capital and JTB USA. https://axios.link/3KS8O8i

Private equity got even more good news, when Bloomberg reported that the DOJ's antitrust unit won't sue to block Thoma Bravo's proposed $2.3 billion buyout of ForgeRock. Flashback.

• Aretum, a Bethesda, Md.-based portfolio company of Renovus Capital Partners, acquired Artemis Consulting, a McLean, Va.-based prime contractor to federal agencies. www.aretum.com

⚡ Northvolt, a Swedish maker of lithium-ion batteries, raised $1.2b in convertible note financing. BlackRock, CPP Investments and OMERS co-led, and were joined by Baillie Gifford, GIC, Goldman Sachs, Swedbank Robur, Volkswagen and Chow Tai Fook Enterprises. https://axios.link/3E8IH9C

• SmartBear, Somerville, Mass.-based software development and testing firm owned by Vista Equity Partners, agreed to buy Stoplight, an Austin, Texas-based API design management startup that raised over $20m from firms like Next Coast Ventures, NextGen Venture Partners and Bill Wood Ventures. https://axios.link/3qKRR99

• Spycloud, an Austin, Texas-based identity analytics firm, raised $110m in growth funding led by Riverwood Capital. www.spycloud.com

• Trading Technologies International, a Chicago-based portfolio company of 7Ridge, agreed to acquire Abel Noser Solutions, a New York-based provider of transaction cost analysis for investors. Sellers include Estancia Capital Partners. www.abelnoser.com

• Deltek, a unit of Roper Technologies (NYSE: ROP), acquired Replicon, a Canadian provider of time-tracking solutions that had raised around $20m in VC funding from Social Capital and Emergence Capital Partners. https://axios.link/3YK0CwO

• Velo Payments agreed to buy YapStone, a Walnut Creek, Calif.-based short-term and vacation rental payments startup that had raised over $200m from firms like Accel, Premji Invest, Mastercard, Comerica, Draper Athena and Meritech Capital Partners. https://axios.link/3YHdbcc

The FTC plans to probe Qualcomm's (Nasdaq: QCOM) proposed acquisition of Autotalks, an Israeli maker of "vehicle-to-everything" communications chips, with a focus on preventing crashes, per Politico.

⚡ Alinta Energy, a unit of Chow Tai Fook (HKG: 01929), agreed to sell its power assets in Australia's Pilbara region for A$1.7b to APA Group (ASX: APA). https://axios.link/3P7wmsk

🚑 Aravive (Nasdaq: ARAV), a Houston-based developer of cancer and fibrosis therapies, laid off 70% of employees as it continues to seek a financing partner. https://axios.link/3OKGx4P

• BASF (ETR: BAS) hired Morgan Stanley to find a buyer for its Catalyst and Metal Solutions unit, which could fetch around €3b, per Bloomberg. https://axios.link/45lxsqj

• Infillion, a Granville, Ohio-based advertising services firm, is high bidder for the assets of MediaMath, ahead of a bankruptcy hearing this morning. https://axios.link/45j4xmu

🚀 Sidus Space (Nasdaq: SIDU) acquired Exo-Space, a Pasadena, Calif.-based provider of on-orbit edge computing. https://axios.link/3YI0kqc

🚑 Weigao Group (HK: 01066) is seeking to sell Argon Medical, a Plano, Texas-based surgical devices maker that could fetch more than $1b, per Bloomberg. https://axios.link/3Pakaax

• Aurum Partners, a family office for SF 49ers owner Jed York, is raising $50m for a VC fund. https://axios.link/3KPJhwL

🌎 Ryan Breslow, the controversial founder of Bolt Financial, is raising $40m for a climate tech VC fund, per Axios Pro. https://axios.link/3KLz5W4

• Chris Taylor joined Left Lane Capital as chief growth officer. He previously was CMO of SmartAsset. www.leftlanecap.com

• Ben Wu joined ORIX USA as head of East Coast growth capital. He previously was CEO of Brex Asset Management. www.orix.com

• Riveron, a Dallas-based business advisory, said that CFO Sam Shaw will succeed Julie Howard as CEO. www.riveron.com

• Capstreet promoted Chas Richard to principal. www.capstreet.com

Government bonds are offering their best after-inflation yields since 2007, Axios' Matt Phillips writes.

• Meanwhile, all monetary focus shifts to Jackson Hole this Friday, when Fed chair Jay Powell will give his annual address.
• Axios' Neil Irwin previews: "Expect Powell to de-emphasize the tactical decision about whether the Fed will raise interest rates again next month and focus instead on the central bank's resolve to hold rates high, for as long as needed, to truly vanquish inflation."