Monday, May 24, 2021

Axios Pro Rata: Tracking the train trip

Plus, Patrick Soon-Shiong's words vs. actions. | Monday, May 24, 2021
 
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Pro Rata
By Dan Primack ·May 24, 2021

🍿 Axios Re:Cap goes back to the movie theater, with Alamo Drafthouse CEO Shelli Taylor. Take a listen.

  • Beginning this afternoon, Re:Cap launches a special series on America's small business comeback. Subscribe for free to get episodes when they drop.

Situational awareness: Congress today at 12pm ET holds a hearing on SPACs, direct listings and IPOs. Witnesses include Andreessen Horowitz's Scott Kupor.

 
 
Top of the Morning
Illustration of a train with freight cars made of hundred dollar bills.

Illustration: Aïda Amer/Axios

 

The freight train trip from Canada to Mexico still goes through Kansas City, but the rest of the route remains unsettled.

Driving the news: Kansas City Southern (NYSE: KCS) on Friday canceled its planned $29 billion merger with Canadian Pacific Railway (NYSE: CP), instead opting for a $33.6 billion deal with Canadian National Railway (NYSE: CNI).

Why it matters: Either deal would create the only railroad that runs from Canada to Mexico, and comes against the backdrop of increased transcontinental shipping due to post-pandemic reopening and the USMCA trade deal.

Details: Canadian National offered $325 per share, versus $275 per share from Canadian Pacific. Kansas City Southern shareholders retain 12.6% of the combined company, whereas they would have retained 25% under terms of the original agreement.

  • Both offers include the assumption of around $3.8 billion in debt.
  • Kansas City Southern has already paid a $700 million termination fee to Canadian Pacific, which is expected to be reimbursed by Canadian National, per an SEC filing.

Not so fast: Canadian Pacific opted against raising its bid, but not because it's given up. Instead, the spurned suitor is biding its time, believing that the new deal will be blocked by U.S. regulators.

  • Its optimism is rooted in a decision last week by the U.S. Surface Transportation Board (STB) to deny Canadian National's request to form a voting trust that would buy and operate Kansas City Southern while the deal is under regulatory review.
  • Canadian Pacific had been successful in its own voting trust motion, and believes the STB reticence on the current deal is because of some route overlap and competition issues that aren't present in the original merger. That said, STB is taking a second look at Canadian National's offer, now that Kansas City Southern has actually accepted it.

The bottom line: If STB does stop the Canadian National train, Canadian Pacific remains positioned to pick up the route.

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The BFD
Illustration of a hand in a suit squeezing the letters out of a newspaper

Illustration: Sarah Grillo/Axios

 

Tribune Publishing (Nasdaq: TPCO) shareholders approved a $635 million buyout offer from Alden Global Capital.

  • Why it's the BFD: The vote was anything but straightforward. Billionaire Patrick Soon-Shiong holds around a 24% stake in Tribune, and issued a statement saying that he'd abstain from voting — thus making it unlikely that Alden could hit its required threshold. But, then, Tribune announced the deal passed, with the Orlando Sentinel (a Tribune paper) reporting that Soon-Shiong voted in support of Alden.
  • The bottom line: Alden, which is known for making very deep newsroom cuts, is now America's second-largest local newspaper publisher. Soon-Shiong, who was viewed as a local news savior when he bought the Los Angeles Times, appears to be responsible.
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Venture Capital Deals

Aurora Solar, a San Francisco-based solar panel installation startup, raised $250 million in Series C funding. Coatue led, and was joined by insiders Iconiq, Energize Ventures and Fifth Wall. http://axios.link/UuJp

Zeta, an Indian banking tech startup, raised $250 million in Series D funding. SoftBank Vision Fund 2 led, and was joined by insider Sodexo. http://axios.link/uYsF

Riiid, a South Korean customized learning app, raised $175 million from SoftBank Vision Fund 2. www.riiid.co

Leif, a New York-based education access company, raised more than $60 million from LL Funds and Insita Group. http://axios.link/0iTc

ProducePay, a Los Angeles-based financing and marketplace platform for the fresh produce market, raised $43 million in Series C funding. G2VP led, and was joined by International Finance Corp., IDB Invest, Anterra Capital, Coventure, Astanor Ventures, IGNIA and Finistere. www.producepay.com

Faculty, a British "AI-as-a-service" startup, raised £30 million from Apax Digital Fund. http://axios.link/UKOl

Boox, a sustainable e-commerce infrastructure startup, raised $9.25 million in Series A funding. Valor Siren Ventures led, and was joined by Village Global and Kid VC. http://axios.link/Ucu6

🚑 AcuityMD, a Boston-based targeting platform for medical device ccompanies, raised $7 million. Benchmark led, and was joined by Ajax Health. www.acuitymd.com

iLife, a Los Angeles-based life insurance sales automation platform, raised $4 million in seed funding. Foundation Capital led, and was joined by AME Cloud Ventures and Cherubic Ventures. http://axios.link/83zW

SPOKN, a New York-based podcasting platform for work, raised $4 million in seed funding from NEA, YC, Reach Capital, Funders Club, Liquid2, Share Capital, SOMA Capital, Scribble VC and Hack VC. www.getspokn.com

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Private Equity Deals

Morgan Stanley Capital Partners acquired Nivel, a Jacksonville, Fla.-based maker of branded aftermarket parts for vehicles, from Kelso & Co. www.nivel.com

OMERS Private Equity agreed to buy a 25% stake in international school group ISP from Partners Group at a €1.9 billion enterprise value. http://axios.link/Lugw

🚑 Team Technologies, a Morristown, Tenn.-based portfolio company of Clearlake Capital, bought Precision Die Cutting, a Chino, Calif.-based manufacturer of skin-contacting technologies and infection prevention products. www.teamtech.com

Traductions Serge Bélair, a Montreal-based portfolio company of HKW, acquired Anglocom, a Quebec City-based translation company. www.trsb.com

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Public Offerings

Four companies plan to go public this week on U.S. exchanges: Flywire, Paymentus, FIGS and ZipRecruiter (via direct listing). http://axios.link/qO0S

🚑 Convey Health, a Ft. Lauderdale, Fla.-based provider of Medicare-focused software and services, filed for a $100 million IPO. It's owned by TPG, plans to list on the NYSE (CVY) and reports a $1 million net loss on $83 million in revenue for Q1 2021. http://axios.link/6ACO

Core & Main, a St. Louis-based residential pipe distributor that's owned by Clayton Dubilier & Rice, filed for an IPO that Renaissance Capital estimates could raise $500 million. It plans to list on the NYSE (CNM) and reports $45 million of net income on $3.6 billion in revenue for the fiscal year ending Jan. 31, 2021. http://axios.link/hmcj

🚑 Day One Biopharma, a South SF-based pediatric cancer biotech, set IPO terms to 8.4 million shares at $14–$16. The pre-revenue company would have an $881 million market cap, were it to price in the middle, will list on the Nasdaq (DAWN) and raised $190 million from firms like Canaan Partners (21.2% pre-IPO stake), Access Industries (16.9%), Atlas Venture (16.9%), Millennium Pharma (12%) and RA Capital (5.9%). http://axios.link/aCER

Kanzhun, a Chinese online recruitment platform, filed for a $100 million IPO. It plans to list on the Nasdaq (BZ) and reports a $144 million net loss on $298 million in revenue for 2020. The company raised over $450 million from firms like Tencent (12.2% pre-IPO stake), Banyan Partners (9.4%), Ceyuan Ventures (8.7%), Coatue (7.8%) and GGV Capital (6.4%). http://axios.link/x4nH

🚑 Singular Genomics Systems, a La Jolla, Calif.-based developer of sequencing and multiomics tech, set IPO terms to 8.5 million shares at $20-$22. The pre-revenue company would have a fully diluted value of $1.5 billion, were it to price in the middle, plans to list on the Nasdaq (OMIC) and raised $70 million from firms like Deerfield Management (11.8% pre-IPO stake), Domain Associates (8.4%), Legend Capital (8.2%) and Arch Venture Partners (7.4%). http://axios.link/GUKC

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SPAC Stuff

Integrated Rail and Resources Acquisition, a SPAC formed by Rio Grande Pacific Corp. and DHIP Group, filed for a $275 million IPO. http://axios.link/sQit

Wejo, a British automotive data exchange platform, is in talks to go public via Virtuoso Acquisition Corp. (Nasdaq: VOSO), per Bloomberg. Wejo has raised around $200 million from firms like GM, DIP Capital, Hella Ventures, Platina Partners and the U.K. government. http://axios.link/a6Tp

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Liquidity Events

Insight Partners hired William Blair to find a buyer for Ministry Brands, a Lenoir City, Tenn.-based provider of SaaS for faith-based organizations, per PE Hub. http://axios.link/fhWC

Snap (NYSE: SNAP) agreed to buy WaveOptics, a British maker of waveguide displays, for over $500 million. WaveOptics had raised $65 million from firms like Octopus Ventures, Robert Bosch VC, GoerTek, Gobi Ventures, IP Group, Touchstone Innovations, Hostplus Superannuation Fund and Optimas Capital Partners. http://axios.link/pOp0

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More M&A

Cabot Oil & Gas (NYSE: COG) agreed to an all-stock merger with Cimarex Energy Co. (NYSE: XEC), valued at $7.4 billion. http://axios.link/fxKp

Grupo Lauman, a Mexican media group, agreed to buy Fox Sports' Mexico operations, per El Financiero. The disposal fulfills a regulatory condition of Disney's purchase of 21st Century Fox's film and TV assets. http://axios.link/qsFO

HeidelbergCement of Germany agreed to sell its California and Arizona assets for $2.3 billion to Martin Marietta Materials (NYSE: MLM). http://axios.link/hWIA

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It's Personnel

Alasdair Cathcart joined The Blackstone Group as an energy-focused senior advisor. He previously was with Bechtel. www.blackstone.com

Chris Gartin joined JPMorgan Chase as a managing director of healthcare investment banking, per Bloomberg. He previously was with Citi. http://axios.link/4oM2

Yohan Hill joined Adams Street Partners as director of ESG and responsible investing. He previously was with S&P Global Trucost. www.adamsstreetpartners.com

Brian Horn, a former U.S. State Department official in the Trump and both Bush administrations, joined Cerberus Capital Management as vice chairman of the firm's international business.

William McRaven, a retired U.S. Navy four-star admiral and former head of the U.S. Special Operations Command, joined Lazard as a senior advisor to the firm's financial advisory business. www.lazard.com

Sumit Rajpal, former co-head of Goldman Sachs Merchant Banking, launched a new private equity firm called GrowthCurve Capital. http://axios.link/65nE

David West joined consumer-focused PE firm Traub Capital as a managing director. He previously was with Brynwood Partners. www.traub-capital.com

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Final Numbers
Source: Renaissance Capital. Data through market close May 21.
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Read the guide from ProEdge, a PwC Product.

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