Today's big deal is that DuPont and Dow Chemical made their $130 billion combo official, referring to it as an all-stock merger of equals. DuPont stockholders will receive 1.282 shares of the combined company for each DuPont share, while Dow Chemical stockholders will receive 1.
As previously reported, the companies plan to complete the merger in the second half of 2016, and then split into three independently, publicly-traded companies between 18 and 24 months later. While it's still combined, the mega-company will be known as DowDuPont.
Dow CEO Andrew Liveris -- who will be executive chairman of DowDuPont -- said during an analyst call that this deal would be a "seminal event" for both shareholders and employees, although my guess is the two groups will see it a bit differently. No word yet on layoffs from the Dow side, but DuPont simultaneously announced that it would cut 10% of its 63,000 global workforce. So seminally good for Dan Loeb and Nelson Peltz, and seminally horrible for 6,298 other people.
Liveris and DuPont CEO Ed Breen also addressed the research issue, when asked by a bank analyst who felt $300 million in R&D-related cost synergies was "light." They replied by talking about how they wanted to err on the side of maintaining R&D -- something that should soothe many folks outside of Wall Street who were concerned about what this merger means for the future of American industrial innovation.
Finally, it doesn't sound like the two companies are planning many (if any) divestitures for the sake of securing regulatory approval. Also, no specifics yet on termination fees.
• Post-IPO: After pricing its IPO at $21 per share, cloud collaboration software company Atlassian opened trading yesterday at $27.48 per share ($5.7 billion market cap) and closed the day at $27.78.
Shortly after the first trades, I spoke via phone with Atlassian co-founder and co-CEO Scott Farquhar, who was at NASDAQ headquarters in New York. He discussed how he answered road show questions about the company's sales team (it doesn't have one), why it chose to go public in 2015 and his biggest IPO surprise.
And then there was his response to my question about how prospective investors felt about backing a company with dual CEOs: "I think some of them liked that we have four times the CEO bandwidth of some of the other companies that have come through recently."
Ouch. Read the full Q&A by going here.
• Speaking of IPOs: Atlassian is the last VC-backed offering of 2015, which means we can now crunch some numbers. The result is that 2015 was the weakest year for VC-backed IPOs on U.S. exchanges since 2010, with just 79 companies raising $9.2 billion. I've posted the top-line numbers here, and hope to look into post-IPO performance later today.
• Fund terminology: KKR is offering to waive six months of management fees for limited partners who participate in the first close of its new, $10 billion-targeted flagship buyout fund, according to a memo prepared by longtime KKR investor the Oregon State Treasury. The firm also is offering other, unidentified incentives for large commitments that come during any close and has crafted a 7% preferred return, rather than the market-standard 8%.
• Publishing schedule: Since some have asked, Term Sheet will be taking off the final week of December (week of the 28th), returning on Monday, January 4.
• Have a great weekend... Go Pats!!!
THE BIG DEAL
• DuPont (NYSE: DD) and Dow Chemical Co. (NYSE: DOW) have agreed to a merger that would create a new company with a combined market cap of $130 billion. In simultaneous news, Dow Chemical announced that it would become 100% owner of Dow Corning, which had been a joint venture between Dow and Corning Inc. (NYSE: GLW). Read more.
VENTURE CAPITAL DEALS
• Factual, a Los Angeles-based collaborative data platform, has raised $35 million in Series B funding. Investors include Altpoint Ventures, Andreessen Horowitz, Data Collective, Haystack Partners, Heritage Group, Index Ventures, Miramar Ventures, Tamarisk Global, and Upfront Ventures, Saif Mansour, Michael Ovitz and Tom Unterman. www.factual.com
• Tinyclues, a French predictive marketing SaaS startup, has raised €5 million in Series A funding. Alven Capital led the round, and was joined by return backers ISAI and Elaia Partners. www.tinyclues.com
• Gradle, a San Francisco-based “build automation company,” has raised $4.2 million in VC funding co-led by True Ventures and Data Collective. www.gradle.org
• CultureIQ, a New York-based provider of “culture management software,” has raised $3 million in seed funding. Lerer Hippeau Ventures led the round, and was joined by Founder Collective and Pritzker Group Venture Capital. www.cultureiq.com
• Streamroot, a New York-based video delivery startup, has raised $2.5 million in seed funding. Partech Ventures led the round, and was joined by Walnut Venture Associates, Cherrystone Angel Group, Jean-David Blanc and the French BPI. www.streamroot.io
• TabbedOut, an Austin, Texas-based mobile payments for bars and restaurants, has raised $2 million in new Series C funding from Aeterna Capital. This brings the company’s Series C round to $23.5 million, including a prior close from Wellington Management Co., NEA and Morgan Creek Capital Management. www.tabbedout.com
PRIVATE EQUITY DEALS
• Apollo Global Management has agreed to acquire the Slovenian unit of Austria’s Raiffeisen Bank International for an undisclosed amount. Read more.
• Consilo, a Washington, D.C.-based e-discovery and document review company, has agreed to acquire the Huron Legal practice of Huron Consulting Group (Nasdaq: HURN) for an undisclosed amount. Consilo is a portfolio company of Shamrock Capital Advisors. www.consilo.com
• Crestview Partners has agreed to acquire a “significant stake” in Wow (f.k.a. WideOpenWest Networks), an Englewood, Colo.-based provider of high-speed broadband, cable TV and phone services, from Avista Capital Partners. Crestview also will make a $125 million primary investment in newly-issued shares. www.wowway.com
• MatrixCare, a Bloomington, Minn.-based health records company backed by OMERS Private Equity, has agreed to acquire AOD Software, a Fort Lauderdale, Fla.-based portfolio company of Primus Capital. No financial terms were disclosed. www.matrixcare.com
• ParkerGale Capital has acquired Aircraft Technical Publishers, a Brisbane, Calif.-based provider of information management and services for the aviation industry. No financial terms were disclosed. Maranon Capital provided an equity co-investment and mezzanine funding to support the transaction. www.atp.com
• Sycamore Partners has completed its previously-announced $3 billion acquisition of Belk Inc., a Charlotte, N.C.-based fashion department store operator. www.belk.com
• Trescal, a French calibration services company owned by private equity firm Ardian, has acquired three companies with combined annual revenue of €8 million: Laboratorio MCI (Spain), Quality Systems Laboratory Inc. (U.S.) and MEC Q (Brazil). No financial terms of the acquisitions were disclosed. www.trescal.com
• Glencore (LSE: GLEN) is considering an IPO for its agricultural business, according to the NY Times. The Swiss miner would still prefer to find a buyer for a minority stake in the unit. Read more.
• SimilarWeb, a Tel Aviv-based provider of traffic and analytics data on websites and mobile apps, has acquired Quettra, a Milpitas, Calif.-based mobile analytics startup. The deal is valued at around $10 million. SimilarWeb recently raised $25 million in new VC funding at a $400 million valuation from Naspers and the Lord David Alliance. Quettra had raised $2.9 million from Google Ventures, Horizons Ventures, Miramar Venture Partners, SV Angel, CrunchFund and Data Collective. www.similarweb.com
• Yummly, a Redwood City, Calif.-based food discovery platform, has acquired The Orange Chef, a San Francisco-based maker of networked kitchen scales. No financial terms were disclosed. Yummly has raised over $20 million in VC funding from Bessemer Venture Partners, First Round Capital, Harrison Metal, Intel Capital, Physic Ventures and Unilever Ventures. The Orange Chef was seeded by such firms as Google Ventures, SparkLabs Global Ventures, Bertelsmann Digital Media Investments, Kima Ventures, Melo7 Tech Partners,The Social+Capital Partnership and Graph Ventures. www.yummly.com
• Atlantic Media has held talks to sell its business content website Quartz, according to the FT. No potential bidders were identified. Read more.
• Berkshire Hathaway disclosed that it has purchased two million shares, or around an 8% stake in a listed real estate investment trust created last summer by Sears (Nasdaq: SHLD). Read more.
• Tsinghua Unigroup has agreed to acquire 25% stakes in Taiwanese chip-makers Siliconware Precision Industry (TSEC: 2325) and ChipMOS Technologies Inc. (Nasdaq: IMOS), for $1.7 billion and $364 million, respectively. Read more.
FIRMS & FUNDS
• The Blackstone Group is targeting $4 billion for its third real estate mezzanine debt fund, according to Bloomberg. Read more.
• Icon Ventures is raising upwards of $260 million for its sixth fund -- and its first since rebranding from JAFCO Ventures -- according to a regulatory filing. www.iconventures.com
• Presence Capital has launched as a San Francisco-based VC firm focused on virtual reality and augmented reality startups. Its founding managing partners are serial entrepreneurs Paul Bragiel, Amitt Mahajan and Phil Chen. The firm also said it has held a first close on its $10 million-targeted debut fund. www.presencecap.com
MOVING IN, UP, ON & OUT
• Dan Pfeiffer, former senior advisor to President Obama, has joined crowdfunding site GoFundMe as VP of communications and policy. www.gofundme.com
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