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Term Sheet — Tuesday, January 5

Random Ramblings

Repeat greetings from Las Vegas, where tonight we’ll be hosting a Fortune Brainstorm Tech dinner that features a keynote interview with Ford Motor Co. CEO Mark Fields, and a CMO panel discussion between Maryam Bankarim (Hyatt Hotels), Pam El (National Basketball Association) and Jeff Jones (Target). We’ll have video clips up in the morning.

Now some notes on a very busy news morning:

• Disclosure: Alphabet, the parent company of Google, yesterday disclosed in a regulatory filing that it paid $380 million to acquire stealthy startup Bebop. The acquisition was first announced in mid-November, minus the price-tag.

Bebop was founded by Diane Greene, a co-founder and former CEO of VMware who has sat on Google’s board of directors since 2012. She had said very little publicly about the startup, although a 2014 trademark filing suggested that it was developing HR, benefits and training management software. Following the sale to Alphabet, Greene joined Google as the head of its newly-converged cloud software business.

According to the new disclosure, the entire $380 million is in equity, and Greene intends to donate her $148.62 million cut of those proceeds “to a donor advised fund.” Bebop had not publicly disclosed any of its outside investors, but we’ve learned that they included Andreessen Horowitz.

 

• Lawyering Up: Andrew Ross Sorkin has a column out this morning about “designated lender counsel,” or the practice through which private equity firms effectively select and pay for outside law firms that represent lenders on those PE firms’ deals.

The PE firm defense — all on background, natch — to this blatant conflict of interest is threefold: (1) Banks haven’t complained to us; (2) The law firms still have a fiduciary obligation to the lenders, and would be wary of breaching it for both legal and reputational reasons; and (3) It saves lenders money because someone else picks up their legal bill.

To be sure, leveraged lenders have long been complicit in their own power loss vis-a-vis private equity firms (remember amend-and-extend? Or as it was otherwise known: extend?). If keeping quiet can better lubricate the fee pipes, then bring on the duct tape. But that doesn’t make it right, particularly when dealing with private equity firms that have been shown to engage in all sorts of legal shenanigans when negotiating with their limited partners (who do not allow GP counsel to represent them). And breaching fiduciary duty is a big proof point beyond simply not objecting to something that could — but not must — be deemed objectionable. As for the legal bills, PE firms could just reimburse lenders as a rule, if they’re so concerned about Wall Street profits.

Again, read Andrew’s story here. And, per usual, let me know where I went wrong via email or Twitter.

• Today in Theranos: Yesterday I wrote about how Theranos had “bumped” a bunch of people off its board of directors last fall, and reclassified them as counselors. An internal company spokeswoman objected to my terminology, saying it was “inaccurate” because these people — including Henry Kissinger and Bill Frist and Richard Kovacevich — remain on the board of directors.

My information was based on two things: (1) The company’s own website, which last fall changed its Leadership page to put the word “director” next to only five individuals; and (2) A contemporaneous  NY Times story quoting Theranos about how it was streamlining its board structure.

The spokeswoman said she would send over further explanation that reconciled her request for a correction with the aforementioned information. But it hasn’t happened.

THE BIG DEAL

• Affiliated Managers Group (NYSE: AMG) has acquired a minority equity stake in Baring Private Equity Asia, an Asia-focused private equity firm with more than $8 billion in assets under management. No financial terms were disclosed. www.agm.com

VENTURE CAPITAL DEALS

• Degreed, a San Francisco-based enterprise learning platform, has raised $21 million in Series B funding. Jump Capital led the round, and was joined by return backers like Signal Peak, Rethink Education and Deborah Quazzo. www.degreed.com

• Deciphera Pharmaceuticals, a Waltham, Mass.-based developer of kinase inhibitor treatments targeting tumors cells, has raised $15 million in new Series B funding from SV Life Sciences. This brings the round total to $90 million, including a previously-announced first tranche led by New Leaf Venture Partners.  www.deciphera.com

• Blueshift, a San Francisco-based provider of marketing automation solutions for consumer marketing companies, has raised $8 million in Series A funding. Storm Ventures led the round, and was joined by return backer Nexus Venture Partners. www.getblueshift.com

• Alef Mobitech Solutions, a Bernardsville, N.J.-based  provider of mobile Internet enhancement solutions, has raised $5 million in equity funding from Tata Capital. www.alefmobitech.com

• One Medical Passport Inc., a Wilmington, Conn.-based provider of cloud-based peri-operative medical software, has raised $4 million in Series A funding from FCA Venture Partners. www.onemedicalpassportcompany.com

• Snapcart, an Indonesian cashback service for retail shoppers, has raised around $1.7 million in seed funding from Wavemaker Partners and Singapore Press Holdings. Read more.

PRIVATE EQUITY DEALS

• Argon Medical Devices Inc., a Plano, Texas-based portfolio company of RoundTable Healthcare Partners, has acquired three vascular products from Rex Medical LLC for an undisclosed amount. The products are: the OptionElite Retrievable Vena Cava Filter, the Clearner Rotational Thrombectomy System and the UltraStream Chronic Hemodialysis Catheter. www.rexmedical.com

• Bain Capital has agreed to acquire American Trailer Works, a Sumner, Texas-based manufacturer of utility and cargo trailers, from Southlake Equity Group. No financial terms were disclosed for the deal, following which Bain will merge ATW with recently-acquired portfolio company Big Tex Trailers. www.americantrailerworks.com

• The Carlyle Group and Bourne Partners have partnered to form Phoenix Therapeutics as a global pharmaceutical acquisition platform. Carlyle will hold a majority stake. No financial or additional strategic information was disclosed. www.carlyle.com

CommonBond, a New York-based marketplace lending platform for student loans, has raised $35 million in Series B funding. August Capital led the round, and was joined by Nyca Partners. www.commonbond.co

• Compuware Corp., a portfolio company of Thoma Bravo, has acquired ISPW BenchMark Technologies Ltd., a Calgary-based provider of software change management solutions for large computing systems. No financial terms were disclosed. www.compuware.com

• Comvest Partners has acquired D&S Community Services, an Austin, Texas-based provider of residential and community-based services to individuals with intellectual and developmental disabilities. No financial terms were disclosed. Sellers include Transition Capital Partners and Patriot Capitalwww.dscommunity.com

• Convergint Technologies, a Schaumburg, Ill.-based portfolio company of KRG Capital Partners, has acquired Dakota Security Systems, a Sioux Falls, S.D.-based provider of electronic security, fire and life safety and building automation systems. No financial terms were disclosed. www.convergint.com

• Dexter Axle, an Elkhart, Ind.-based portfolio company of The Sterling Group, has acquired AL-KO VT, a German designer and maker of trailer axles, trailer and caravan components, chassis and motorized chassis. No financial terms were disclosed. www.dexteraxle.com

• EQT Partners “has emerged as a strong contender” to purchase Swiss travel company Kuoni Reisen Holding (SWX: KUNN), according to Bloomberg. Read more.

• Fairchild Semiconductor International (Nasdaq: FCS) said that a $21.70 per share takeover offer — reported to be from China Resources Holdings Co. and Hua Capital Management — would “reasonably be expected” to lead to a superior takeover offer to an existing $22 per share agreement with ON Semiconductor (Nasdaq: ON). Read more.

• Goode Partners has acquired a minority equity stake in Incipio, an Irvine, Calif.-based maker of mobile device accessories and technology. No financial terms were disclosed. www.incipio.com

• J.S. Held LLC, a Roslyn Heights, N.Y.-based construction consulting firm controlled by Lovell Minnick Partners, has acquired Wakelee Associates LLC, a Hackensack, N.J.-based construction and mitigation consulting firm. No financial terms were disclosed. www.jsheld.com

• KKR has agreed to acquire Mills Fleet Farm, a Midwestern value retailer of lifestyle merchandise with a focus on “active outdoor families.” No financial terms were disclosed.
www.fleetfarm.com

• Linden Capital Partners has acquired Chesapeake IRB, a Columbia, Md.-based provider of institutional review board (IRB) services related to human subjects involved in clinical trials in the U.S. and Canada, from Audax Private Equity. No financial terms were disclosed.
www.chesapeakeirb.com

• Milestone Environmental Services LLC, a Houston-based portfolio company of Intervale Capital, has acquired an oilfield waste facility currently under construction near Smiley, Texas. No financial terms were disclosed.
www.milestone-es.com

• Panasonic Healthcare Holdings, a joint venture between KKR and Panasonic Corp., has completed its previously-announced purchase of Bayer AG‘s diabetes care business for approximately €1 billion. www.panasonic-healthcare.com

• Royal Adhesives & Sealants LLC, a South Bend, Ind.-based portfolio company of American Securities, has acquired Adhesive Systems Inc., a Frankfort, Ill.-based maker of products for the assembly adhesives market. No financial terms were disclosed. www.royaladhesives.com

• Thoma Bravo has acquired Infogix Inc., a Naperville, Ill.-based provider of enterprise data analyics, from H.I.G. Capital. No financial terms were disclosed. www.infogix.com

• WestView Capital Partners has acquired a minority equity stake in ALKU, an Andover, Mass.-based IT consulting firm. No financial terms were disclosed. www.alku.com

IPOs

• Audentes Therapeutics Inc., a San Francisco-based developer of gene therapy products for patients with serious and rare diseases, has filed for an $86.25 million IPO. It plans to trade on the Nasdaq under ticker symbol BOLD, with BofA Merrill Lynch, Cowen & Co. and Piper Jaffray serving as lead underwriters. The company has raised around $108 million in VC funding from firms like OrbiMed Advisors (29.9% pre-IPO stake), 5AM Ventures (14.6%), Versant Ventures (11.1%), Sofinnova Venture Partners (7.8%) and Deerfield Management (6.3%). www.audentestx.com

• Corvus Pharmaceuticals Inc., a Burlingame, Calif.-based developer of immuno-oncology therapies, has filed for a $115 million IPO. It plans to trade on the Nasdaq under ticker symbol CRVS, with Credit Suisse and Cowen & Co. serving as lead underwriters. Shareholders in the pre-revenue company include OrbiMed Advisors (29.98% pre-IPO stake), Novo AS (15.84%), Adams Street Partners (15.84%) and Fidelity (8.18%). www.corvuspharma.com

• Editas Medicine, a Cambridge, Mass.-based genome editing company, has filed for a $100 million IPO. It plans to trade on the Nasdaq under ticker symbol EDIT, with Morgan Stanley and J.P. Morgan serving as lead underwriters. The pre-revenue company has raised around in VC funding, from firms like Flagship Ventures (16.6% pre-IPO stake), Polaris Ventures (15.6%), Third Rock Ventures (15.6%), Boris Nikolic (8.9%), Deerfield Management (5.7%), Fidelity (5.7%), Viking Global Investors (5.7%), T. Rowe Price, Google Ventures, Jennison Associates, Khosla Ventures, EcoR1 Capital, Casdin Capital, Omega Funds, Cowen Private Investments and Alexandria Venture Investments. www.editasmedicine.com

• Reata Pharmaceuticals Inc., an Irving, Texas-based developer of protein-based antioxidant inflammation modulators for serious or life-threatening diseases, has filed for an $80 million IPO. The company plans to trade on the Nasdaq under ticker symbol RETA, with Citigroup, Cowen & Co. and Piper Jaffray serving as lead underwriters. The company reports $296,000 in net income on $37.79 million in revenue for the first nine months of 2015. Shareholders include Abbott Labs, Cardinal Investment Company, CPMG Inc., Novo AS, StartTech Early Ventures and Kern Whalen Capital.  www.reatapharm.com

• Syndax Pharmaceuticals Inc., a Waltham, Mass.-based developer of entinostat as a combination therapy in multiple cancer indications, has filed for an $86.25 million IPO. It plans to trade on the Nasdaq under ticker symbol SNDX, with Morgan Stanley and Citigroup serving as co-lead underwriters. The pre-revenue company has raised over $170 million in VC funding — including an $80 million Series C round last year — from firms like Domain Associates (19.6% pre-IPO stake), MPM Capital (16.7%), Fidelity (11.2%), Delos Investments (9.1%), RMI Investments (7.5%), BlackRock (5.3%), EcoR1 Capital, OrbiMed Advisors, Jennison Associates, Tavistock Life Sciences, Arrowpoint Partners, Cormorant Asset Management, BioMed Ventures, RusnanoMedInvest and Forward Ventures. www.syndax.com

• Tabula Rada Healthcare Inc., a Moorestown, N.J.-based provider of patient-specific data solutions for optimizing medication regimes, has filed for a $115 million IPO. It plans to trade on the Nasdaq under ticker symbol TRHC, with Wells Fargo and UBS serving as lead underwriters. The company reports a $4 million net loss on $50 million in revenue for the first nine months of 2015. Shareholders include Originate Ventures, Radius Venture Partners and Emerald Stage2 Ventures. www.tabularasahealthcare.com

EXITS

• Acadia Healthcare Co. (Nasdaq: ACHC) has agreed to acquire Priory Group, a UK-based provider of behavioral healthcare services, for approximately $2.23 billion in cash and stock. Acadia Healthcare investors include Waud Capital (12.5% stake) and Bain Capital (4.82%), while Priory is backed by Advent International. www.acadiahealthcare.com

• North Castle Partners has sold Octane Fitness LLC, a Brooklyn Park, Minn.-based manufacturer of zero-impact cardiovascular fitness equipment, to Nautilus Inc. (NYSE: NLS) for $115 million. www.octanefitness.com

OTHER DEALS

• CommonBond, a New York-based marketplace lending platform for student loans, has secured over $275 million in new warehouse line funding from such firms as Barclays and Macquarie. Company shareholders include August Capital and Nyca Partners. www.commonbond.co

• Dell Inc. is nearing a $4 billion sale of its Perot Systems business unit to France’s Atos (Paris: ATO), according to Re/Code. The deal could be valued at between $4.2 billion and $4.3 billion. Read more.

• Intel (Nasdaq: INTC) has agreed to acquire Ascending Technologies, a German maker of small drone, for an undisclosed amount. Read more.

• NantWorks has acquired NaviNet Inc., a Boston-based provider of payer-provider collaboration solutions. No financial terms were disclosed. www.navinet.com

• Progressive Waste Solutions (TSX: BIN), a Canada-based solid waste management company with a market cap of around $3.7 billion, is exploring a sale after cutting its earnings estimates, according to Bloomberg. Read more.

• Symphogen, a Copenhagen-based developer of antibody therapeutics, has signed a strategic immuno-oncology collaboration agreement with Baxalta Inc. (NYSE: BXLT) that could be worth a total of $1.6 billion — including option fees and milestones, plus $175 million in upfront payments. Symphogen shareholders include Novo AS, PKA and Danica Pension. www.symphogen.com

FIRMS & FUNDS

• Aberdeen Asset Management (LSE: AND) has completed its previously-announced acquisition of Arden Asset Management, a hedge fund firm with around $10.3 billion in assets under management. No financial terms were disclosed. www.aberdeen-asset.com

• Legg Mason (NYSE: LM) is in exclusive talks to acquire a majority stake in real estate investment firm Clarion Partners, according to Bloomberg. The deal would value Clarion at around $850 million. Read more.

• NXT Capital has secured around $155 million in capital commitments for its fourth senior loan fund, according to a regulatory filing. www.nxtcapital.com

• Stifel Financial has completed its previously-announced acquisition of fund placement firm Eaton Partners. No financial terms were disclosed. In an earlier press release, Stifel said that Eaton will “continue to operate as an independent firm with all of its senior partners and employees remaining on board.” www.eatonpartnersllc.com

Moving In, On & Up

• David Abrams has joined Cerberus Capital Management as a London-based senior managing director, with a focus on distressed opportunities in the emerging markets and Europe. He previously was founder and managing partner of Apollo Global Management’s principal finance funds business. www.cerberuscapital.com

• Steve Booth has been named CEO of Baird, the Milwaukee-based wealth management, private equity, investment banking and asset management firm. He will maintain the president role he assumed in 2014, while current CEO Paul Purcell will continue as chairman. www.rwbaird.com

• Jonathan Burbaum has joined Spruce Capital Partners, co-manager of the Malaysian Life Sciences Capital funds, as an entrepreneur-in-residence. He previously was a program director with ARPA-E. www.sprucecp.com

• Michael Cohen has joined Blank Rome LLP as a Los Angeles-based partner in the law firm’s corporate, M&A and securities group. He previously was with Morrison & Foerster LLP. www.blankrome.com

• Jared Kesselheim has joined Leerink Capital Partners as a Boston-based managing partner. He previously was with Bain Capital Ventures. www.leerink.com

• Ryan Quinn has joined Alternative Investment Management LLC as a managing director. He previously was a director with Canterbury Consulting. www.aim13.com

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