On August 15th, the SEC charged TZP Management Associates with violating Section 206(2) of the Advisers Act between October 2018 and November 2023, related to the firm’s handling of management fee offsets.

Across multiple funds, TZP entered into management services agreements with its portfolio companies, allowing the firm to defer transaction fees at its discretion or when a related loan agreement required deferral. On several occasions, according to the SEC, TZP opted to defer transaction fees to increase the cash flow of its portfolio companies.

If transaction fees were deferred, TZP earned interest (payable by the portfolio company) on the deferred consideration. The problem, says the SEC, was that the firm breached its fiduciary duty to its limited partners by failing to disclose those interest payments.

Regulators allege the situation created a conflict of interest: the funds' limited partnership agreements allowed TZP to collect transaction fees but required it to offset 100% of the amount collected against its management fees.

Although management services agreements between the firm and the funds’ portfolio companies allowed the Firm to defer transaction fees, the terms of those agreements were not disclosed to limited partners. As a result, LPs were unaware that TZP could choose to defer payments and receive interest that would not offset management fees.

According to the SEC, “this effectively resulted in interest-free loans from the Funds to TZP.” The agency found $423,065 of interest collected across five investments which should have provided a corresponding offset.

Making the situation marginally worse was a separate allocation error.

For at least one portfolio company backed by multiple TZP funds, the firm based the offset calculation on a reduced allocation of transaction fees to each fund based on pro rata invested capital—it then further reduced each fund’s allocation by fully diluted equity ownership.

According to the SEC, this “amounted to improper double counting,” lowering offsets and increasing fees by another $78,976. Combined with the interest omission, the SEC calculated excess management fees of $502,041.

Without admitting or denying the SEC’s findings, TZP settled and agreed to pay more than $683,000 in restitution and penalties.

The situation highlights the SEC's continued interest in advisor fees and expenses, which the agency had previously called out as a focus item in its 2025 Examination Priorities. The key takeaway is that such focus may now be more 'in the weeds' than it has been in the past.

"This action calls attention to the SEC’s increasingly nuanced scrutiny of fee calculations," cautions McDermott Will & Schulte.

• H.I.G. Capital acquired a controlling stake in Fluo Group, a Finnish waste management and recycling platform.

• Thoma Bravo agreed to acquire Dayforce (NYSE: DAY), a Minneapolis-based HR software provider, for $12.3 billion, with Abu Dhabi Investment Authority providing a significant minority investment in what Thoma Bravo calls its largest-ever take-private.

• Aurobindo Pharma has emerged as the lead bidder for Zentiva, a Czech generic drugmaker being sold by Advent International, in a deal that could fetch around $5.5 billion, per the Economic Times.

• Quadria Capital is in talks to sell a minority stake in Encube Ethicals, an Indian topical pharmaceutical company, at a $2 billion valuation, per Bloomberg.

• Blackstone agreed to acquire Shermco, an Irving, Texas-based provider of electrical equipment services, from Gryphon Investors for $1.6 billion.

• Starling Bank, a London-based neobank that has raised nearly $1 billion, agreed to acquire Ember, a UK accounting startup backed by Valar Ventures, Viola Fintech, and Shapers.

• Lennox International (NYSE: LII) agreed to acquire the HVAC unit of NSI Industries, a Sentinel Capital Partners portfolio company, for approximately $550 million in cash.

• Harman, a Samsung Electronics-owned audio products maker, agreed to sell its digital transformation solutions unit to India's Wipro for $375 million.

• H.I.G. Capital agreed to acquire a majority stake in Avanta Salud, a Spanish occupational health and safety services provider, from MCH Private Equity.

• Carlyle agreed to acquire Intelliflo, a wealth management platform, from Invesco for $205 million, per Financial News.

• Quadrant Private Equity agreed to acquire Carlisle Health, an Australian network of outpatient imaging centers, for over A$130 million.

• Ames Watson agreed to acquire the North American business of bankrupt jewelry retailer Claire's for $104 million.

• CSI, a financial technology provider backed by TA Associates, Centerbridge Partners, Bridgeport Partners, and CFT Capital Partners, agreed to acquire Apiture, a digital banking solutions platform that had previously raised around $70 million from investors including Live Oak Ventures, Truist Ventures, and T. Rowe Price.

• Residex, an Accel-KKR portfolio company providing records management for senior communities, acquired Kevala, a healthcare staffing startup backed by investors including Costonoa Ventures and Cercano Management.

• International Paper (NYSE: IP) agreed to sell its global cellulose fibers unit to American Industrial Partners.

• Riata Capital acquired Coeo Solutions, an Illinois-based provider of managed network and cloud collaboration solutions for SMEs.

• Pollen Street Capital acquired a majority stake in Leonard Curtis, a London-based restructuring firm.

• MC Machinery Systems acquired Ferro Technique, a Mississauga-based distributor of machine tools across eastern Canada, from Argyle Capital Partners and Sharno Group.

• Daikin Applied, a subsidiary of Daikin Industries, acquired DDC Solutions, a San Diego-based provider of GPU cooling solutions for data centers, from Thompson Street Capital Partners and Cequel III.

• Mercuries Life Insurance is exploring a possible sale, per Bloomberg.

• Astorg invested in Attikon Finanz, a German commercial insurance brokerage.

• JMI Equity and Vatica Health, backed by Frazier Healthcare Partners, are among the suitors considering final bids for Cozeva, a Fremont-based clinical data company, per Axios.

• Charlesbank Capital Partners invested in CENTEGIX, an Atlanta-based workplace safety solutions provider, with existing investor Gauge Capital rolling over a portion of its stake.

• YFM Equity Partners invested in MurphyCobb & Associates, a London-based brand consultancy.

• CORE Industrial Partners invested in Edwards Moving & Rigging, a Shelbyville, Kentucky-based provider of heavy hauling and rigging services for power generation, manufacturing, and infrastructure markets.

• BTX Precision, a portfolio company of L Squared Capital Partners, acquired High Tech Solutions, a Kansas City-based manufacturer of aerospace components.

• Ethos Risk Services, a Carousel Capital-backed medical management and claims investigations firm, acquired ForzaCare, an Arizona-based clinical case management provider specializing in workers' compensation cases.

• SuperHero Fire Protection, a portfolio company of Hidden Harbor Capital Partners, acquired Strategic Connections, a Raleigh-based provider of commercial fire protection and low-voltage systems.

• Salesforce (NYSE: CRM) agreed to acquire Regrello, a San Francisco-based startup specializing in turning data into agentic workflows for automating supply-chain business processes, with the deal expected to close towards the end of this year.

• Sequoia Financial Group, backed by Kudu Investment Management and Valeas Capital Partners, agreed to acquire Martin Worley Group, a Utah-based wealth manager.

• Stada, a German pharmaceutical company owned by Bain Capital and Cinven, is restarting IPO plans after acquisition talks with CapVest stalled, per Bloomberg.

• FTV Capital and Lead Edge Capital invested in Highway, a provider of logistics carrier identity and compliance solutions.

Tech, Vertical SaaS, & Misc. Enterprise

• FieldAI, a developer of risk-aware foundation models for robotics, raised $393 million in Series A and Series A-1 funding, at a $2 billion post-money valuation from Bezos Expeditions, Canaan Partners, Khosla Ventures, Prysm, and Temasek, among others.

• Quantinuum, a quantum computing company, raised $300 million in equity funding at a $5 billion pre-money valuation led by JPMorgan Chase, with participation from Mitsui & Co., Amgen, and Honeywell.

• EliseAI, an AI company automating healthcare and housing systems, raised $250 million in Series E funding led by Andreessen Horowitz, with participation from Bessemer Venture Partners, Sapphire Ventures, and Navitas Capital.

• Overhaul, a supply chain risk monitoring platform, raised $105 million in Series C funding led by Springcoast Partners, with participation from Edison Partners, alongside a new debt facility from MidCap Financial.

• TinyFish, an enterprise web agent platform that automates business-critical workflows, raised $47 million in Series A funding led by ICONIQ Growth, with participation from USVP, Mango Capital, MongoDB Ventures, ASG, and Sandberg Bernthal Venture Partners.

• Upstage, a document AI startup, raised $45 million in Series B bridge funding from Korea Development Bank, Amazon, and AMD.

• AgendaPro, a Latin American appointment scheduling software platform, raised $35 million in Series B funding led by Riverwood Capital, with participation from existing investor Kayyak Ventures.

• Zed Industries, a Boulder-based open-source code editor startup, raised $32 million in Series B funding led by Sequoia Capital, with participation from existing investors.

• Pylon, a B2B post-sales support platform, raised $31 million in Series B funding co-led by Andreessen Horowitz and Bain Capital Ventures, with participation from General Catalyst and Y Combinator.

• Loft Dynamics, a Swiss VR flight training simulator developer, raised $24 million in Series B funding led by Friedkin, with participation from Alaska Airlines, Craft Ventures, and UP.Partners.

• Bluefish, an AI marketing platform for Fortune 500 brands to monitor and optimize their AI channel presence, raised $20 million in Series A funding led by NEA, with participation from Salesforce Ventures, Crane Venture Partners, Swift Ventures, and Bloomberg Beta.

• Phoebe, a London-based AI company developing an "immune system" for software that detects and fixes system failures, raised $17 million in seed funding co-led by GV and Cherry Ventures.

• Garage, a marketplace for specialized public safety equipment, raised $13.5 million in Series A funding led by Infinity Ventures, with participation from Y Combinator, Initialized Capital, Benchstrength, Wayfinder Ventures, and FJ Labs.

• Definite, a data platform that integrates data lake, ETL, and business intelligence functions, raised $10 million in seed funding led by Costanoa Ventures, with participation from Acrew Capital.

• Agenda Hero, an AI platform that converts documents into calendar events, raised $5.6 million in Series A funding led by Upfront Ventures, with participation from Precursor Ventures and K9 Ventures.

Fintech

• Midas, a Turkish investment platform for stocks, mutual funds, and cryptocurrencies, raised $80 million in Series B funding led by QED Investors, with participation from International Finance Corporation, HSG, QuantumLight, Spice Expeditions LP, Spark Capital, Portage Ventures, and Bek Ventures.

• Casca, a loan origination platform for banks, raised $29 million in Series A funding led by Canapi Ventures, with participation from Live Oak Bank, Huntington National Bank, Bankwell Bank, Y Combinator, Peterson Ventures, and Alliance Funding Group.

Healthcare

• Twin Health, a Mountain View-based metabolic health platform, raised $53 million in Series E funding led by Maj Invest, with participation from Iconiq and Temasek, at a post-money valuation of $950 million.

• Iantrek, a company developing glaucoma treatment solutions, raised $42 million in Series C funding led by U.S. Venture Partners, with participation from aMoon Fund, Visionary Ventures, Sectoral Asset Management, Radius Special Situations Fund, and Civilization Ventures.

• Sensorium Therapeutics, a biotech company developing psychoactive medicines from natural sources for mental health, raised $30 million in Series A funding led by Santé Ventures, with participation from Route 66 Ventures, CU Healthcare Innovation Fund, WPSS.bio, Palo Santo, Iter Investments, Ocama Partners, and re.Mind Capital.

• Wisdom, a dental revenue cycle management platform, raised $21 million in Series A funding led by Permanent Capital Ventures, with participation from Aquiline and existing investor Juxtapose.

• Mindler, a Swedish mental health platform, raised €15 million in equity and debt funding led by Claret Capital Partners, with participation from Luminar Ventures, Back in Black Capital, South Bay Ventures, and Health Runner.

• Develop Health, a benefits verification and prior authorization platform, raised $14.3 million in Series A funding led by Wing Venture Capital, with participation from Afore Capital, J Ventures, and South Park Commons.

• Cascala Health, an AI platform that summarizes patient data for care transitions, raised $8.6 million in seed funding co-led by Flare Capital Partners and Eniac Ventures, with participation from Omega Healthcare Investors, Ziegler Link-Age Fund, Tau Ventures, and Digital Health Venture Partners.

• Molecular You, a Vancouver-based preventive health platform offering comprehensive biomarker testing, raised $5 million in Series A funding led by Voloridge Health, with participation from Dynamic Leap.

Industrials, Greentech, & Other

• Group14 Technologies, a silicon battery materials manufacturer, raised $463 million in Series D funding led by SK, with participation from ATL, Lightrock, Microsoft Climate Innovation Fund, Porsche Investments, OMERS, Decarbonization Partners, and others.

• Nuro, a developer of autonomous driving technology, raised $97 million in Series E extension funding at a $6 billion valuation, bringing the total round to $203 million, with participation from Uber, Baillie Gifford, NVIDIA, Icehouse Ventures, Kindred Ventures, and Pledge Ventures.

• The Better Meat Co., a Sacramento-based mycoprotein developer, raised $31 million in Series A funding co-led by Future Ventures and Resilience Reserve, with participation from Epic Ventures and Sigmas Group.

• General Fusion, a Canadian company developing Magnetized Target Fusion energy technology, raised $22 million in new funding from Segra Capital, PenderFund, Chrysalix Venture Capital, MILFAM, JIMCO, Gaingels, Thistledown Capital, Presight Capital, and Hatch.

• Hades Mining, a Munich-based startup developing drilling systems for ultra-deep geothermal energy and mineral extraction, raised €5.5 million in pre-seed funding led by Project A, with participation from Visionaries Tomorrow, Founders Factory, and Viessmann Generations Group.

• Neuberger Berman is nearing a first close on its flagship secondary private equity fund targeting $5 billion, per Bloomberg.

• Anchorage Capital Advisors raised $1.5 billion for its ninth Credit Opportunities Fund, exceeding its $1.25 billion hard cap.

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