Monday, February 22, 2021

Axios Pro Rata: Dyal deal — Tire megamerger — PPP changes

Top of the Morning | Monday, February 22, 2021
 
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Pro Rata
By Dan Primack ·Feb 22, 2021

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Top of the Morning
Illustration of checks falling

Illustration: Sarah Grillo/Axios

 

Dyal Capital Partners is said to be confident that it will complete its merger with direct lender Blue Owl, and then go public via SPAC at a $12.5 billion valuation. But the complex deal seems to get thornier by the day.

We reported last week that Sixth Street Partners sued to block the merger, arguing breach of contract.

  • The complaint is now public, and can be found here. It includes passages from the original investment agreement between Dyal and Sixth Street, but not the entire text.
  • Dyal replied by asking the court to unseal its entire investment agreement with Sixth Street.
  • This redaction battle is more about PR than law, since Delaware Chancery Court has access to the full agreement. And since sources close to both firms believe they're right on the law, don't be surprised if Sixth Street agrees to release at least the relevant portions.

Next up: Golub Capital, which like Sixth Street counts Dyal as a passive minority investor, is widely expected to file its own complaint. The argument would be similar, but with two distinctions:

  • It would be filed in New York, not Delaware.
  • Unlike Sixth Street, Golub has a repurchase remedy in its original investment agreement with Dyal.
  • Golub, of course, is not commenting.

Dyal also continues to talk, and in some cases negotiate, with some of its other portfolio firms.

  • Cerberus Capital Management, for example, was concerned about how its confidential information would be protected from Owl Rock staff. So it and Dyal signed new, tighter information rights language, per multiple sources.
  • Vista Equity Partners is in talks to either buy back part of its stake from Dyal, or have them transfer to a third party. Sources close to the transaction insist that the timing is just coincidence, and that this would be similar to Silver Lake's three-way deal last fall with Dyal and Mudabala.
  • Sources say that Dyal rivals are calling around, seeing if there are positions that are now in play.

The bottom line: The GP stakes fund business has always been collegial, viewed as a win-win for both sides. This is the first public fraying of that fabric.

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The BFD

Illustration: Sarah Grillo/Axios

 

Goodyear (Nasdaq: GT) agreed to buy Cooper Tire & Rubber (NYSE: CTB) for around $2.8 billion in cash and stock.

Why it's the BFD: This all-Ohio merger would significantly strengthen Goodyear's position as top U.S. tiremaker, and nearly double its presence in China.

Details: Cooper shareholders receive the equivalent of $54.36 per share, including $41.75 in cash, representing a 24% premium over Friday's closing price.

Bottom line: "The tire industry is recovering from the pandemic slump. Last week French tire maker Michelin predicted business will return to pre-pandemic levels in the second half of 2022, with CEO Florent Menegaux saying the company needs to rebuild inventories after demand snapped back more strongly than expected late last year." — Cecile Daurat, Bloomberg

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Venture Capital Deals

🚑 Regor Therapeutics, a Chinese biotech focused on cancer, immune disorders and metabolic diseases, raised $90 million in Series B funding. Lilly Asia Ventures led, and was joined by Loyal Valley Capital, Lanting Capital, TF Capital and Vertex Ventures China. http://axios.link/asOy

Black Lake, a Chinese provider of factory management software, raised around $77 million in Series C funding. Temasek led, and was joined by China Renaissance, Lightspeed Venture Partners and return backers like GGV Capital and GSR Ventures. http://axios.link/Wujz

• Earnix, an Israeli developer of predictive customer analytics software for financial institutions, raised $75 million at a $1 billion pre-money valuation. Insight Partners led, and was joined by JVP, Vintage Partners and Israel Growth Partners. http://axios.link/UDBq

• Ageras, a Copenhagen-based accounting software and marketplace startup, raised $73 million from Lugard Road Capital. http://axios.link/iUOe

• Foxtrot Market, a Chicago-based online convenience store chain, raised $42 million in Series B funding co-led by Almanac Insights and Monogram Capital Partners. http://axios.link/9qvd

🚑 Nanit, an Israeli maker of a baby sleep and health monitors, raised $25 million in Series C funding. GV led, and was joined by JVP, Upfront Ventures, RRE Ventures and Rho Capital Partners. www.nanit.com

Abound, a New York-based wholesale marketplace, raised $23 million in Series A funding. Left Lane Capital led, and was joined by RiverPark Ventures, All Iron Ventures, Red Antler and Prose. http://axios.link/wOr9

EquityBee, a Palo Alto-based stock option financing marketplace, raised $20 million. Group 11 led, and was joined by Zeev Ventures, Battery Ventures and ICON Continuity Fund. www.equitybee.com

Promise, a Mountain View-based payment plan platform for government and utility bills, raised $20 million in Series A funding from Kapor Capital, XYZ, Bronze, First Round Capital and YC. http://axios.link/np12

Torii, an enterprise SaaS management startup, raised $10 million in Series A funding. Wing VC led, and was joined by Entree Capital, Global Founders Capital, Scopus Ventures and Uncork Capital. http://axios.link/I0Ii

Fundtastic, an Indonesian retail investing platform, raised $7.7 million in Series A funding. Ascend Capital Group led, and was joined by Indivara Group. http://axios.link/fNzA

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A message from EY

In the NextWave, PE firms must reimagine business strategies
 
 

To remain competitive, firms will need to continue to maximize value through traditional levers as well as adopt new levers of value creation: digital, purpose and transparency, and talent.

Read our latest EY NextWave Private Equity Report.

 
 
Private Equity Deals

Ardian increased its stake to 60% in Jakala, an Italian marketing tech company. www.jakala.com

🚑 The Carlyle Group agreed to sell Ameos, a Switzerland-based health clinic and nursing home chain, to company founder Axel Paeger and Intermediate Capital Group. http://axios.link/ILVp

Investcorp acquired a majority stake in KSM Consulting, an Indianapolis-based data and tech consulting firm, from Renovus Capital Partners (which retains a minority stake). www.ksmconsulting.com

Mill Rock Packaging Partners, a portfolio company of Mill Rock Capital, acquired All Packaging, an Aurora, Colo.-based specialty paper packager. www.millrockpackaging.com

🚑 Oak Hill Capital Partners is in talks to buy Tampa, Fla.-based animal health firm American Veterinary Group for more than $400 million from Trive Capital, per PE Hub. http://axios.link/UbZu

TA Associates invested in Backstage, a New York-based freelancer marketplace for creative talent and content creators. In related news, Backstage acquired both StarNow (New Zealand) and The Mandy Network (UK). www.backstage.com

VMG Partners acquired a minority stake in fitness studio chain Solidcore. http://axios.link/NYWI

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Public Offerings

• Coinbase was valued at just over $100 billion in a recent private market share sale ahead of its upcoming public listing, Axios has learned. Read more.

🚑 Oscar, a New York-based health insurer, set IPO terms to 31 million shares at $32-$34. It would have an initial market cap of $6.5 billion, were it to price in the middle, plans to list on the NYSE: OSCR) and raised around $1.4 billion from firms like Alphabet, Thrive Capital, Founders Fund, Formation8, Fidelity, General Catalyst and Khosla Ventures. http://axios.link/f8a3

Roblox, an online gaming platform for kids and teens, said it plans to go public via direct listing on March 10. http://axios.link/aR2g

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SPAC Stuff

Apex Clearing Holdings, a Dallas-based clearinghouse, agreed to go public at a $4.7 billion valuation via reverse merger with Northern Star Investment Corp. II (NYSE: NSTB), a SPAC led by magazine vet Joanna Coles and New York Islanders co-owner Jonathan Ledecky. http://axios.link/Q6Ep

🚑 ATI Physical Therapy, a Bolingbrook, Ill.-based outpatient physical therapy provider owned by Advent International, agreed to go public at a $2.5 billion valuation via reverse merger with Fortress Value Acquisition Corp II (NYSE: FAII). www.atipt.com

Cyxtera, a Coral Gables, Fla.-based provider of retail colocation and interconnection services, agreed to go public at a $3.4 billion valuation via reverse merger with Starboard Value Acquisition Corp. (Nasdaq: SVAC). It includes a $250 million PIPE from Fidelity and Starboard clients. Cyxtera was acquired in 2017 by an investor group that includes BC Partners, Medina Capital, M Capital Partners and Longview Asset Management. http://axios.link/3hDn

Parallel, a multi-state cannabis operator, agreed to go public at a US$1.89 billion valuation via reverse merger with Ceres Acquisition Corp., which is listed on Canada's NEO Exchange. www.liveparallel.com

Xos, a Los Angeles-based electric truck maker, agreed to go public at a $2 billion valuation via reverse merger with NextGen Acquisition Corp. (Nasdaq: NGAC), a SPAC led by Greg Summe (Glen Capital Partners) and George Mattson (ex-Goldman). Xos had raised around $20 million from firms like Build Capital Partners, T-Bird Capital and Proeza Ventures. http://axios.link/mFYG

Aspirational Consumer Lifestyle II, a SPAC formed by execs at LVMH and L Catterton, filed for a $300 million IPO. L Catterton Asia execs also filed for a separate, $250 million IPO. http://axios.link/8UIW

B Capital Technology Opportunities, a tech SPAC formed by B Capital Group, filed for a $300 million IPO. http://axios.link/bfRV

Bannix Acquisition, a B2B enterprise software SPAC, filed for a $100 million IPO. http://axios.link/891w

Elliott Management filed for two tech SPACs, one targeting $1 billion and one targeting $500 million. http://axios.link/8Uxa

Gores Guggenheim, a SPAC formed by The Gores Group and Guggenheim Partners, filed for a $750 million IPO. http://axios.link/xmnl

MSD Acquisition, a SPAC formed by MSD Partners, filed for a $500 million IPO. Directors include Jim Breyer. http://axios.link/HaCB

New Providence Acquisition, a consumer SPAC led by former soda exec Gary Smith, filed for a $300 million and $200 million SPAC. http://axios.link/nXYO

Ocelot Acquisition Corp I, an e-commerce and logistics SPAC, filed for a $250 million IPO. http://axios.link/J7JW

Plum Acquisition I, a SPAC led by former Xerox CEO Ursula Burns, filed for a $300 million IPO. http://axios.link/lDF8

TPB Acquisition, a sustainable food and bio SPAC, filed for a $250 million IPO. http://axios.link/hdn8

TradeUP Acquisition, a tech SPAC led by Jianwei Li (Zhencheng Capital) and James Yang (CEO of Zhongchao), filed for a $40 million IPO.

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Liquidity Events

AEA Investors is seeking a buyer for Traeger, a Salt Lake City-based grill-maker, for more than $3 billion, per NY Times Dealbook.

🚑 Kuehne + Nagel International agreed to buy Chinese freight forwarder Apex International from MBK Partners for $1.5 billion. http://axios.link/dZXm

MidOcean Partners hired William Blair to find a buyer for The Planet Group, a Chicago-based life sciences staffing group with more than $50 million in EBITDA, per PE Hub. http://axios.link/DIKJ

Redfin (Nasdaq: RDFN) agreed to buy RentPath, the Atlanta-based owner of ApartmentGuide.com, Rent.com and Rentals.com, for $608 million in cash from TPG and Providence Equity Partners. http://axios.link/aW3B

Thomas H. Lee Partners is seeking a buyer for Material Handling Systems, a Mt. Washington, Ky.-based provider of parcel sorting solutions that could fetch around $3 billion, per Bloomberg. http://axios.link/Kzid

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More M&A

Bank of Queensland (ASX: BOQ) agreed to buy Australian digital lender ME Bank for A$1.33 billion from a group of 26 industry pension funds. http://axios.link/UJYK

Kohl's (NYSE: KSS) is under pressure from a group of activist investors that haver amassed a 9.5% stake in the retailer, and nominated nine people to the 12-person board. http://axios.link/kDLd

Silicon Labs (Nasdaq: SLAB) is considering a sale of its analog chip unit, which could fetch between $2 billion and $3 billion, per Bloomberg. http://axios.link/Xui5

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Fundraising

Avid Ventures, a New York-based firm led by Addie Lerner (ex-General Catalyst) and Tali Vogelstein (ex-Bessemer), raised $68 million for its debut fund. http://axios.link/BOcF

Sequoia Capital told limited partners that some of their personal and financial information may have been accessed by a third party, after a Sequoia employee's email was successfully phished, Axios has learned.

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It's Personnel

• David Baga is stepping down as COO of Lightspeed Venture Partners, to become CEO of "on-demand pay" startup Even. http://axios.link/yuPq

Iain Conn, former CEO of Centrica, joined The Blackstone Group as a senior adviser for energy and sustainability investing. www.blackstone.com

John Stroup, executive chair of Belden, joined Clayton, Dubilier & Rice as an operating adviser. www.cdr-inc.com

Bruce Wallace, former COO of Silicon Valley Bank, joined fintech Brex as CEO of its new banking subsidiary. http://axios.link/1NfU

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Final Numbers
Source: Goldman Sachs. Survey of 1,293 of GS 10,000 Small Business participants, conducted by Babson College and David Binder Research, Feb. 15-16, 2021.

What's new: President Biden today will announce changes to the Paycheck Protection Program, per CNBC:

  • For two weeks beginning Wednesday, SBA only will accept PPP applications from businesses with fewer than 20 employees.
  • New guidance clarifying that legal U.S. residents without citizenship are eligible, as are business owners delinquent on student loans and those with non-fraud felony arrests or convictions.

Go deeper: Small biz says PPP 2 isn't enough, more relief needed

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A message from EY

PE firms have navigated 2020 well, but they can't slow down now
 
 

CFOs say they plan to double down on past bets in technology and people and continue expanding their scope to focus on new areas such as sustainable investing and to further initiatives in diversity and inclusiveness.

Read our latest 2021 EY Global Private Equity Survey.

 

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