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Term Sheet — Monday, August 15

Random (Return) Ramblings

In 2014 I wrote about the wind-down of Paul Capital, and how the veteran fund-of-funds manager was continuing to charge full fund management fees despite having laid off nearly all its employees and shutting five of its six offices. Now we’re learning that the column set off a chain of events that today will culminate in an announcement that Paul Capital has agreed to an institutional liquidity plan with The Beneficient Company, which includes an immediate cessation of management fees and repayment to LPs of nearly 50% of all fees paid over the past two years for the firm’s eighth and ninth funds (whose remaining combined NAV is around $600 million, with a lot of complex structure mixed in).

In more formal terms, Beneficient is essentially underwriting a contingent value right on Funds VIII and IX (a smaller Fund X was already wound down via traditional secondary sales).

“I called [Paul Capital’s] David de Weese when I read about the fees and said ‘What I’m reading isn’t you,'” says Brad Heppner, founder and CEO of Beneficient Group. “So we met and David went through the strategic review they had been doing, I expressed my differences of opinion on some of it and said that our balance sheet could help in providing liquidity to LPs… But it was a long process, in which they went through a series of different options ― including traditional secondary auctions and selling the business piecemeal — before we got to where we are today, where we’re providing an NAV guarantee to the ultimate buyer of the assets.”

If Heppner’s name sounds familiar, that might be because he founded and led Crossroads Group, a private equity fund-of-funds and advisory business sold to Lehman Brothers via separate deals in 2003 and 2007. Since then he has been quietly building up Beneficient, a non-fiduciary that uses its balance sheet to both provide liquidity to alternative asset investors, and also provide administration services (risk management, etc.) on those assets.

To date the firm has primarily worked confidentially with institutional investors, including underfunded public pension funds that would prefer not to enter easily-leaked auction processes that would publicize their financial difficulties. But it also is moving into the individual market, with today’s Paul announcement actually secondary to news that Beneficient has agreed to acquire Provident Trust Group, an independent administrator and custodian of over $3 billion of self-directed retirement accounts for around 20,000 high-net-worth clients that are invested in alternative assets.

The Provident deal ties into the Paul Capital transaction, in that seven Paul Capital professionals will join Beneficient as underwriting executives ― charged with helping to study the various underlying assets of Provident clients, and then helping to devise liquidity strategies. The job also should expand, as Heppner says he wants to quickly multiply Provident’s client base to around 200,000 (most likely via acquisitions).

As an aside, the capital pools of custodians like Provident is a holy grail for many private equity firms, which see them as one of the last untapped sources of new fund capital. The trouble has been getting direct access, but a balance sheet-based firm like Beneficient might be able to serve as the general marketing go-between because it isn’t a fiduciary or broker-dealer (at least not right now). Instead, it earns money via account administration and liquidity transaction underwriting.

• Personnel note: Matt Carbonara has quietly rejoined Cisco Systems as a member of its corporate development and investments group. He previously was with Cisco between 2011 and 2013, before leaving to join Comcast Ventures (where his deals included AtScale, Zoomdata and DataStax).

Per his LinkedIn page, Carbonara will “lead a team responsible for sourcing, evaluating and executing venture investments & acquisitions in the IoT, collaboration and enterprise networking markets.”

• Appreciation: Huge thanks to Erin Griffith for running Term Sheet over the past two weeks, and also to Michelle Toh for helping on the news blurbs. My vacations are made immeasurably more relaxing by knowing that this space is in good hands..

THE BIG DEAL

• TPG Capital has agreed to acquire regional broadband services providers RCN Telecom Services and Grande Communications Networks from ABRY Partners, via a pair of separate transactions valued at $1.6 billion and $650 million, respectively. The deals are expected to close in Q1 2017, with TPG merging the two companies. www.tpg.com

VENTURE CAPITAL DEALS

• Galvanize, a Denver-based, has raised $45 million in Series B funding. ABS Capital Partners led the round, and was joined by Colorado Impact Fund, Haystack Partners, Greg Maffei, Aspen Grove Capital and return backer University Ventures. www.galvanize.com

• Outfittery, a Berlin-based curated shopping service, has raised $22 million in new VC funding. Octopus Ventures led the round, and was joined by return backers Northzone Capital, Highland Europe, Holtzbrink Ventures and Mangrove Capital Partners. www.outfittery.com

• Zenoti, a Mercer Island, Wash.-based provider of a cloud-based management platform for the spa and salon markets, has raised $15 million in Series B funding. Norwest Venture Partners led the round, and was joined by return backer Accel Partners. www.zenoti.com

• Firefly Games, a Los Angeles-based startup that aims to distribute top-grossing Asian mobile games to Western markets, has raised $8 million in new VC funding from Skyocean International Holdings, Ceyuan Ventures, and GuangZhou WinHi. www.fireflygames.com

• HeavenHR, a Berlin-based HR management platform for small and mid-sized enterprises, has raised €6 million in Series A funding co-led by Target Global and Open Ocean. Read more.

• Onfido, a San Francisco-based identity verification and background checking provider, has raised an undisclosed amount of VC funding from Salesforce Ventures, Talis Capital and individual angels. www.onfido.com

PRIVATE EQUITY DEALS

• Advent International has agreed to acquire Fort Dearborn Co., an Elk Grove, Ill.-based provider of prime labels for the consumer goods industry, from KRG Capital Partners. No financial terms were disclosed, although earlier media reports suggested an $800 million price-tag. Losing bidders included The Carlyle Group and CCMP Capital Partners. Read more.

• Aclara Technologies LLC, a Hazelwood, Mo.-based portfolio company of Sun Capital Partners, has acquired the smart grid business of Tollgrade Communications Inc., a Cranberry Township, Penn.-based portfolio company of Golden Gate Capital. No financial terms were disclosed. www.aclaratech.com

• Axiom Materials, a Santa Ana, Calif.-based provider of composites development and manufacturing, has secured an undisclosed amount of private equity funding from Sorenson Capital. www.axiommaterials.com

• The Carlyle Group has agreed to acquire NetMotion Wireless Inc., a Seattle-based provider of mobile security software, from Clearlake Capital Group. No financial terms were disclosed for the deal, which is expected to close later this quarter. www.netmotionwireless.com

• KKR is considering a takeover offer for Entertainment One Ltd. (LSE: ETO), a British television distributor that owns preschool cartoon Peppa Pig, according to Bloomberg. The possible approach comes after Entertainment One rejected a bid from ITV PLC (LSE: ITV). Entertainment One has a current market cap just north of £1 billion. Read more.

• Oncap has agreed to acquire Tecta America Corp., a Rosemont, Ill.-based provider of commercial roofing services, from Oaktree Capital Management. The deal is valued at $280 million. www.tectaamerica.com

IPOs

• There is no IPO news this morning.

EXITS

• Lonza Group (Swiss: LONN) has agreed to acquire InterHealth Nutraceuticals, a Benicia, Calif.-based maker of nutritional ingredients for makers of dietary supplements and functional foods, from Kainos Capital. The deal is valued at upwards of $300 million. Read more.

• Shanghai Electric Group Co Ltd. (HK: 2727) has acquired Broetje-Automation GmbH, a German maker of aviation equipment, from Deutsche Beteiligungs for approximately $219 million. Read more.

• Xylem Inc. (NYSE: XYL) is in talks to acquire Sensus USA Inc., a Raleigh, N.C.-based maker of smart meters for utilities, for around $1.7 billion (including debt), according to Reuters. Sensus currently is owned by private equity firm The Jordan Company. Read more.

OTHER DEALS

• Mid-America Apartment Communities Inc. (NYSE: MAA) is in talks to acquire Atlanta-based apartment owner Post Properties Inc. (NYSE: PPS) for approximately $3.88 billion in stock. Read more.

 North Heavy Industries Group Co. of China has acquired The Robbins Co., a Solon, Ohio-based maker of underground excavation construction machinery for tunnel boring projects. No financial terms were disclosed. www.skjsj.com

• Univision reportedly is prepping a takeover offer for bankrupt Gawker Media, which is taking bids today. The floor was set at $90 million by Ziff Davis, with New York Magazine, Vox Media and Penske Media also possible bidders. Read more.

• William Hill (LSE: WMH), a UK-based bookmaker, has rejected a revised takeover offer from rivals 888 Holdings (LSE: 888) and the Rank Group (LSE: RNK), and said that it is ending such discussions. The final offer would have valued William Hill at approximately $4 billion. Read more.

FIRMS & FUNDS

• Expa Capital, the San Francisco startup studio led by Uber co-founder and chairman Garrett Camp, is raising upwards of $100 million for its second fund, according to an SEC filing. www.expa.com

MOVING IN, ON & UP

• Russ Fradin, the former CEO of SunGard and current operating partner with buyout firm Clayton, Dubilier & Rice, has joined the board of Hamilton Insurance Group, a Bermuda-based holding company for insurance and reinsurance operations. www.hamiltongroup.com

• Krista Hatcher has joined Chicago Pacific Founders as a partner focused on investments in the healthcare and senior living sectors. She previously was a managing director with Kayne Anderson Capital. www.cpfounders.com

• Cameron Hewes has joined investment bank BMO Capital Markets as a Seattle-based managing director. He previously was a managing director for more than five years with Greene Holcomb Fisher. www.bmocm.com

• Alexander McCloskey has joined Singapore-based private equity firm Falcon House Partners as head of investor relations and business development. He previously was a partner and head of South Asia at Emerald Hill Capital Partners.

• Sean Maddock has joined Z Capital Group as a managing director and operating partner, with a focus on the luxury hotel and destination resort management sectors. He previously was regional operations director at Evolution Hospitality. www.zcapgroup.net

• Amanda Persaud has joined Ropes & Gray as a partner. She previously led the private funds practice at Wachtell Lipson Rosen & Katz. www.ropes.com

• Travis Skelly has joined Citi Ventures as a senior vice president. He previously was director of investments with FinTech Collective. www.citi.com

• Hanneke Smits has agreed to join London-based Newton Investment Management as CEO. She served as chief investment officer for Adams Street Partners between 1997 and the end of 2014, and will succeed Helena Morrissey (who will become non-executive chair). Read more.

• Ihab Toma, a former Transocean executive who has been serving as a senior advisor to private equity firm First Reserve, has been named CEO of Vantage Drilling International. www.vantagedrilling.com

• Thomas Zainos and Geoff Broglio have joined private equity firm Gemspring Capital as a partner and principal, respectively. Zainos previously was with Odyssey Investment Partners, while Broglio was with Kingswood Capital Management. www.gemspring.com

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