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Apr 3, 2023 @ 2:05 PM

Axios Pro Rata: MergerMania

Plus, valuation correction loans. | Monday, April 03, 2023
 
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Presented By RBC Capital Markets
 
Axios Pro Rata
By Dan Primack · Apr 03, 2023
 
 
Top of the Morning
Illustration of a 100-dollar bill, with a unicorn horn poking through it from Ben Franklin's forehead.

Illustration: Brendan Lynch/Axios

 

Tech unicorns are finally adjusting to their valuation buzzcuts. The IPO window is spackled shut. Vested employees who once dreamed of Porsches are now just worried about keeping up with Prius payments.

  • It's the moment that Ari Stiegler has been waiting for.

Driving the news: Stiegler is co-founder and CEO of Prism, a new lending platform focused on startup employees.

  • Prism formed nearly a year ago, quietly raising $26 million over two venture rounds, but waited on origination until the correction seemed to have settled out. Had Prism begun lending upon founding, it might already be underwater.
  • "I've always hated how there's basically no liquidity in the market before an exit event," Stiegler explains. "In real estate you can refinance against underlying assets, so if you can borrow at 70% loan-to-value against a building, why not at 10% against a later-stage startup that's profitable? Particularly now that average secondary values are down and we're in a more realistic pricing environment."

Zoom out: The idea of using startup equity as loan collateral isn't new, particularly as companies began staying private longer. What's different about Prism is that it works directly with startup boards, instead of encouraging employees work around them, and doesn't take any potential equity upside.

  • This also means that Prism has access to a company's financials, in addition to secondary trading data.
  • The Los Angeles-based firm says it has several signed deals to begin originating "nine figures" of loans within the next couple of months (based on indicated demand).
  • Stiegler and fellow co-founder Noah Friedman declined to identify the companies with which Prism has agreed to work, or the banks with which it's partnering.

Backstory: Speaking of co-founders, Prism has a third: Ryan Breslow, best known as the outspoken founder and former CEO of Bolt Financial.

  • You might recall that Bolt, under Breslow's direction, offered loans to its own employees. That plan didn't work out too well.
  • Breslow now says that the formation of Prism "stemmed out of the experiences" he had both with Bolt, and as a founder trying to obtain personal loans.

The bottom line: For some companies, dark times are the ray of light for which they've been waiting.

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The BFD
Photo illustration of Vince McMahon.

Illustration: Shoshana Gordon/Axios

 

Endeavor Group (NYSE: EDR) agreed to acquire a 51% stake in World Wrestling Entertainment (NYSE: WWE) at a $9.3 billion enterprise value, following a competitive bidding process.

  • Endeavor plans to merge WWE with existing Endeavor property Ultimate Fighting Championship (UFC), valued at $12.1 billion, and spin out the group into a new public company under ticker symbol "TKO."

Why it's the BFD: This combines the world's top fighting and fake fighting organizations.

Details: Endeavor will pay $106 per WWE share, a 16% premium to Friday's closing price and higher than where WWE shares have ever traded.

The bottom line: This is a massive win for McMahon, less than one year after the WSJ reported that the company paid millions of dollars to cover up his alleged sexual misconduct and infidelity with several women who used to work with WWE.

  • Not only does McMahon get even richer off the deal, given his 38.7% ownership stake, but he gets to regain corporate credibility as executive chairman of the new company.
  • Moreover, Endeavor CEO Ari Emanuel won't even push WWE to cut its longstanding relationship with Saudi Arabia, even though in 2019 he publicly returned the Kingdom's $400 million investment in protest of Jamal Khashoggi's murder.
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Venture Capital Deals

Fourthline, an Amsterdam-based provider of ID verification and compliance tools for fintechs, raised €50m led by Finch Capital. https://axios.link/3M7IWXC

Zamp Finance, a startup that helps companies invest excess capital into U.S. T-bills, raised $21.7m in seed funding. Sequoia India and Southeast Asia led, and was joined by Dara Khosrowshahi, Marcelo Claure and Tony Xu. https://axios.link/40sLHHj

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A message from RBC Capital Markets

Tech M&A is projected to drive growth in 2023
 
 

Tech companies dominated M&A markets last year and are primed to stay on top in terms of transactions.

Expert advice: Understand the opportunities and challenges ahead for M&A with insights from RBC Capital Markets’ expert bankers on Strategic Alternatives, the RBC M&A podcast.

Listen now.

 
 
Private Equity Deals

Blackstone agreed to buy Industrials REIT (JSE: MLI), a London-based urban warehouse firm, for around £700m. https://axios.link/3zpApHW

Ethos Capital acquired Newforma, a Manchester, N.H.-based collaboration platform for architectural, engineering, and construction, from Battery Ventures. www.newforma.com

🚑 Limerston Capital acquired Concept Life Sciences, a British drug discovery and manufacturing group, from Spectris (LSE: SXS). www.conceptlifesciences.com

Oaktree Capital Management made a preliminary offer to invest €1.75b into the media business of Italy's Serie A soccer league, per Reuters. https://axios.link/3U427DC

Peterson Private Equity agreed to invest up to $50m into Dura Software, a San Antonio, Texas-based "hyperniche" software aggregator. www.dura.software

Primavera Capital of China is the latest bidder for Aesop, an Australian skin care brand owned by Brazil's Natura Cosmetics, per Bloomberg. Other suitors include Permira, L'Oréal (Paris: OR) and the family behind French cosmetics company Clarins. https://axios.link/3K5Fjin

Providence Equity Partners is facing opposition to its proposed £481m takeover of British events organizer Hyve Group (LSE: HYVE), per the FT. Three top Hyve shareholders — M&G, Redwheel and Blackmoor Investment Partners – plan to vote against the deal. https://axios.link/40I9wLy

The Rohatyn Group acquired Africa-focused Ethos Private Equity. www.ethos.co.za

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Public Offerings

Guoquan Shihui, a hotpot and BBQ ingredient grocer, is prepping a Hong Kong IPO that could raise between $300m and $500m, per Bloomberg. Backers include Moutai Jianxin (Guizhou) Investment Fund Management, Buhuo Ventures and CMB International Capital. https://axios.link/3m2GA1y

Kodiak Gas Services, a Montgomery, Texas-based natural gas compression services firm owned by EQT, filed for a $350m IPO. It would list on the NYSE (KGS), and reports $106m of net income on $655m in revenue for2022. https://axios.link/3KrVt6U

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SPAC Stuff

Boxed (NYSE: BOXD), an online wholesale retailer that went public via SPAC in Dec. 2021, filed for Chapter 11 bankruptcy protection. The company had rejected a $500m takeover offer in 2018 from Kroger. https://axios.link/3U6EUAF

TCV Acquisition Corp. (Nasdaq: TVCA), a $400m SPAC formed by growth equity firm TCV, is winding down after failing to secure a merger partner. https://axios.link/3MhrgZP

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Liquidity Events

Acorns, an Irvine, Calif.-based savings and investment app valued by VCs at $1.8b, acquired GoHenry, a British kid-focused financial education startup that had raised over $100m from firms like Edison Partners, Nexi, Citi Ventures and Revaia. https://axios.link/3Mc0Isz

EnCap Investments agreed to sell a portfolio of Permian Basin assets to Ovintiv (NYSE: OVV) for $4.275b in cash and stock. https://axios.link/3GcZuK9

🚑 The Financial Times acquired a majority stake in Endpoints News, a biotech and health industry news site. www.endpts.com

SATS of Singapore completed its previously announced €2.25b purchase of French air cargo handler Worldwide Flight Services from Cerberus Capital Management. https://axios.link/3LSVose

Trustar Capital is seeking a buyer for Hong Kong-based soy sauce maker Amoy Foods, which could fetch around $300m, per Bloomberg. https://axios.link/40THlZt

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More M&A

Recharge Industries of Australia may walk on its deal to buy bankrupt British battery maker Britishvolt, due to a contractual dispute with administrator EY, per the FT. https://axios.link/3ztzNku

Teck Resources (TSX: TECK), a Canadian miner with nearly a C$19b market cap, said it rejected an unsolicited takeover offer from Glencore. www.teck.com

ThyssenKrupp of Germany has revived efforts to sell its submarine and maritime systems unit, per the FT. https://axios.link/4101vBj

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It's Personnel

Vinay Iyengar joined Foundation Capital as a partner. He previously was with Two Sigma Ventures and Bessemer Venture Partners. https://axios.link/3K30MIx

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Final Numbers
Data: FactSet ; Chart: Axios Visuals
  • Bitcoin is the big winner so far in 2023, and banks are the big losers. Go deeper.
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A message from RBC Capital Markets

How crypto regulation will influence M&A dealmaking
 
 

Crypto challenges aside, blockchain technology has become an attractive and unexpected M&A target.

Looking ahead: Understand the opportunities and challenges ahead for M&A with insights from RBC Capital Markets’ expert bankers on Strategic Alternatives, the RBC M&A podcast.

Listen now.

 

Thanks for reading Axios Pro Rata, and to copy editors Mickey Meece and Bryan McBournie! Please ask your friends, colleagues and kayfabers to sign up.

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