By Dan Primack
July 18, 2014
July 18, 2014

RANDOM RAMBLINGS

Greetings from the home office, where this is my final Term Sheet before embarking on a two-week vacation (or staycation, as the case may be). A couple of housekeeping notes before moving onto actual content:

First, my Fortune colleague Erin Griffith will be pinch-hitting over the next two weeks. Please send all news and views to her at erin.griffith@fortune.com.

Second, some of you may notice that Term Sheet looks a bit different today. This is our first effort at a major code upgrade, designed to be more responsive for mobile. Please let me know how it works for you, and if there are any problems. To email me, please send directly to dan_primack@fortune.com (with new format, not certain if regular “replies” will work today)

Today’s big deal is that Chicago-based drug company AbbVie has agreed to buy British drugmaker Shire PLC in a $54 billion deal that will result in a much lower effective tax rate for AbbVie. But when asked repeatedly about the tax inversion controversy during an analyst cal this morning, AbbVie CEO Richard Gonzalez said that the deal’s tax benefit was secondary to its strategic benefits. He also argued that his company was just a powerless pawn that had no choice but to move its mailbox overseas:

“My own point of view is that when you look at the debate going on right now, that debate would be more appropriately shifted toward tax reform and making companies more competitive in the global economy. Companies like ours need more access to our global cash flows… and today’s we’re at a disadvantage to our global competitors. That’s the debate we should be having.”

•  Forbes just announced that it has sold a majority stake in the company to a group of Asian institutional investors, led by Hong Kong-based Integrated Asset Management. No terms were disclosed, except that private equity firm Elevation Partners has completely exited. That likely means the deal was valued at more than $264 million, since that’s the amount of preferred stock Elevation purchased back in 2006 (inclusive of some small follow-on investments). Hoping to get more info shortly…

Conspiracy: There are reports this morning that both Blackstone Group and KKR are in advanced talks to settle the bid-rigging case that otherwise is scheduled to go to trial in November. My strong assumption is that co-defendants Carlyle and TPG also are having such discussions, but that they aren’t as far along. Two notes: (1) All of these firms – plus those that previously settled — already have spent tens of millions of dollars in legal fees. (2) As I mentioned earlier this week, none of the remaining defendants is likely to get out of this thing for settlement amounts of less than $80 million. 

• Jeb Bush is now a private equity executive, as first reported by Bloomberg. According to SEC documents, he is chairman and one of four managing partners of something called Britton Hill Holdings, which makes investments in the energy sector. It had just over $66 million in assets under management. My snark reply is that Bush clearly is running for president, given the last GOP nominee’s resume. But, that said, it’s hard to imagine how Britton Hill is raising money when there seems to be such a good chance that its chairman won’t be actively engaged for much longer. Unless he’s either: (a) Given them private assurances that he will be, or (b) He’s more a figurehead than actual investor vital to the effort’s future success.

In memoriam: Jerry Gallagher, a long-time partner with venture capital firm Oak Investment Partners, has passed away at the age of 73. He was known for his landmark retail, ecommerce and restaurant deals, including such names as Dick’s Sporting Goods, Filene’s Basement, Jamba Juice, PETsMART, P.F. Chang’s, Potbelly Sandwich Works, Revolution Foods and Whole Foods Market.

Gallagher had joined Oak back in 1987, after having been a retail industry analyst with Donaldson, Lufkin & Jenrette. In a statement, Oak said the following:

Jerry loved to build things. Families. Careers. Companies.

He was an extraordinary man—beloved by family, friends, and investors around the world; a mentor to countless CEOs and executives; a passionate philanthropist through The Gallagher Foundation, promoting peace and prosperity through education.

He was one of the best retail and restaurant venture capitalists of all time. He will be missed.

• Have a great weekend. I’ll talk to you again on August 4th.


THE BIG DEAL

AbbVie Inc. (NYSE: ABBV) has agreed to acquire UK drug-maker Shire PLC (NYSE: SHP) for approximately $54 billion in cash and stock. The final price of 53.19 per share is around a 50% premium to where Shire stock was trading prior to work of AbbVie’s interest. Fortune 


VENTURE CAPITAL DEALS

 Dough Inc., a Chicago-based operator of an online financial network (Dough) and an online financial engagement platform (TastyTrade), has raised $25 million in funding from Technology Crossover Ventures.   www.dough.com 

Trice Medical, a King of Prussia, Penn.-based developer of micro invasive technologies for medical diagnostics, has closed the first tranche of its $11.6 million in Series B funding. Safeguard Scientifics led the round, and was joined by BioStar Ventures. www.tricemedical.com

Speaktoit Inc., a Palo Alto, Calif.-based virtual personal assistant startup, has raised $2.6 million in Series B funding. Motorola Solutions Venture Capital led the round, and was joined by Plug and Play Ventures and return backers Intel Capital and Alpine Technology Fund. 

PredictionIO, an open-source machine learning server startup for software developers, has raised $2.5 million in seed funding. Backers include Azure Capital, CrunchFund, Stanford/StartX Fund, Kima Ventures, IronFire, Sood Ventures and XG Ventures.  www.prediction.io

• Jobr Inc., a job-finding app that mimics Tinder’s “swipe” functionality, has raised $2 million in seed funding. Backers include  Lerer Ventures, Lowercase Capital, Redpoint Ventures, Eniac Ventures,  The Hive, Structure Capital Tekton Ventures and Tim Draper. 

Manzama, a Bend, Ore.-based content intelligence platform for law firms, has raised $1.3 million in Series A funding. Gold Bench Capital led the round, and was joined by Seven Peaks and Cascade Angels.. www.manzama.com


PRIVATE EQUITY DEALS

Ares Management has agreed to acquire National Veterinary Associates, an Agoura Hills, Calif.–based, from Summit Partners. No financial terms were disclosed for the deal, which is expected to close later this quarter.    www.nvaonline.com

Bonaventure Capital and Fidelis Capital have acquired Time Domain, a Huntsville, Ala.–based provider of ultra wideband radio and radar sensors. No financial terms were disclosed.   www.timedomain.com

General Atlantic is in talks to buy between a 2% and 5% stake in listed Indian companies Just Dial Ltd. (a provider of search services) and Info Edge India Ltd. (an online classifieds platform), according to Reuters.   Reuters

• Littlejohn & Co. has acquired Northwest Hardwoods Inc., a Tacoma, Wash.-based lumber company, from American Industrial Partners for an undisclosed amount.   www.northwesthardwoods.com

Sycamore Partners is in talks to acquire Memphis, Tenn.-based discount retailer Fred’s Inc. (Nasdaq: FRED), according to Reuters. The company has a currently market cap of around $600 million. Reuters

Walden Behavioral Care LLC, a Waltham, Mass.–based provider of behavioral health services for individuals with eating disorders, has raised an undisclosed amount of funding from Seacoast Capital. www.waldenbehavioralcare.com


IPOs

•  Marinus Pharmaceuticals Inc., a Branford, Conn.-based developer of neurosteroids for CNS disorders, has set its IPO terms to four million common shares being offered at between $12 and $14 per share. It would have an initial market cap of around $159 million, were it to price in the middle of its range. The company plans to trade on the Nasdaq under ticker symbol MRNS, with Stifel and JMP Securities serving as lead underwriters. Shareholders include Domain Associates (26% pre-IPO stake), Canaan Partners (22.5%), Sofinnova Ventures (16.9%), RusnanoMedInvest (15.4%), and Foundation Medical Partners (7.2%).  www.marinuspharma.com

•  Catalent, a Somerset, N.J.-based developer of drug delivery solutions owned by The Blackstone Group, has set its IPO terms to 42.5 million shares being offered at between $19 and $22 per share. It would have an initial market cap of approximately $2.4 billion, were it to price in the middle of its range.   www.catalent.com

•  Trupanion, a Seattle-based pet insurance company, raised $71 million in its IPO. The company priced 7.1 million shares at $10 per share (below $13-$15 range), for an initial market cap of approximately $266 million. It will trade on the NYSE under ticker symbol TRUP, while RBC Capital Markets, Barclays and Stifel served as lead underwriters. The company reports an $8 million net loss on $84 million in 2013 revenue. Shareholders include Maveron (33.7% pre-IPO stake), Highland Consumer Fund (15.8%) and RenaissanceRe Ventures (12.7%).   www.trupanion.com

TubeMogul, an Emeryville, Calif.-based video marketing company, raised $44 million in its IPO. The company priced 6.3 million shares at $7 per share (below original $11-$13 range, and bottom of revised range), for an initial market cap of approximately $201 million. It will trade on the Nasdaq under ticker symbol TUBE. While BofA Merrill Lynch, Citigroup and RBC Capital Markets served as lead underwriters TubeMogul reports a $7.4 million net loss on $57 million in revenue for 2013, compared to a $3.5 million net loss on $34 million in revenue for 2012. Shareholders include Trinity Ventures (26.5% pre-IPO stake), Foundation Capital (22.7%), Northgate Capital (8%), SingTel Group, Cross Creek Capital and Digital Advertising Consortium.   www.tubemogul.com


EXITS

•  Care.com (NYSE: CRCM) has acquired Citrus Lane, a Mountain View, Calif.-based subscription delivery service for infant and toddler products. The deal is valued at upwards of $48.6 million, including $22.9 million in upfront cash, $8.1 million of upfront equity and up to $17.6 million in earnouts. Citrus Lane had raised more than $6 million from GGV Capital and Greylock Partners.  www.citruslane.com

•  The Hain Celestial Group (Nasdaq: HAIN) has acquired the 51.3% stake it does not already own in Hain Pure Protein Corp., an antibiotic-free and organic poultry company, from Pegasus Capital Advisors for $40 million.  www.hain.com

 Twitter (NYSE: TWTR) has acquired CardSpring, a Palo Alto, Calif.-based payments infrastructure startup. No financial terms were disclosed. CardSpring had raised $10 million from Accel Partners, Greylock Partners, SV Angel, Morado Ventures, Felicis Ventures and WIN.  www.cardspring.com


OTHER DEALS

• Bestway Group has agreed to acquire the pharmacy business of UK-based Co-operative Group for £620 million.  www.co-operative.coop

Onex Corp. (TSX: OCX) has sold Ft. Lauderdale, Fla.-based Cypress Insurance Group to a group of undisclosed private investors for $63 million (of which Onex’s share is $43 million).  www.cypressinsurance.com

 


FIRMS & FUNDS

•  Plymouth Ventures, an Ann Arbor, Mich.-based growth equity firm, has closed its third fund with $60 million in capital commitments.   www.plymouthvc.com

•  Committed Advisors has closed its second private equity secondary fund with €500 million in capital commitments.   wwww.committedadvisors.com


MOVING IN, UP, ON & ON

• David Ross has stepped down as co-head of EMEA leveraged finance at BofA Merrill Lynch. Fellow co-head Toby Ali will lead the group alone going forward. No word yet on future plane for Ross. www.bankofamerica.com

• David McShane has joined Macquarie Capital as a senior managing director and U.S. head of equity capital markets. He previously was with BofA Merrill Lynch as head of U.S. energy and power equity capital markets. Macquarie also has added John Kent as a managing director focused on equity capital markets origination in the U.S. He previously was a managing director with Nomura Securities. www.macquarie.com

• Hiromichi Mizuno, a partner with Coller Capital, has been appointed to a two-year term as a member of the investment committee of Japan’s national public pension fund.  Reuters

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