Cooperation notice

Thoma Bravo provision tries to halt cooperation agreements

PRESENTED BY WALL STREET PREP

Transacted

February 12, 2026

Happy Thursday. Here’s what we’ve got today…

  • A look at Thoma Bravo’s anti-cooperation agreement provision

  • Plus, a $1 billion debut fund from former General Atlantic co-president

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Cooperation notice:

In its latest credit agreement, Thoma Bravo included a provision requiring lenders to notify the sponsor within three business days of entering into cooperation agreements with other creditors.

For lenders funding the $1.2 billion term loan backing portfolio company Majesco’s acquisition of cloud software provider Vitech, any failure to self-report results in a loss of voting rights on matters such as amendments to the credit agreement or covenant waivers.

Lender cooperation agreements have become an increasingly common defense against aggressive liability management exercises — a coordinated group of lenders can prevent sponsors from picking off individual lenders or arranging priming transactions.

Thoma Bravo’s provision is designed to give the firm an edge in any potential distressed situation.

By requiring disclosure, Thoma Bravo gains advance notice of any lender coordination, giving the firm an opportunity to preempt any collective action before momentum builds.

Some creditors, however, view the clause as having limited practical force. Because it's a notification obligation rather than an outright prohibition on cooperation agreements, lenders still retain the right to organize, just without the element of surprise that can make coordination more valuable.

The Majesco financing totaled around $1.3 billion, comprising the term loan and a $100 million revolving facility. The deal, which closed in early January, was priced at SOFR + 450 with a step-down to 425 and includes lenders Oak Hill Advisors, Antares Capital, Morgan Stanley Private Credit, Golub Capital, Francisco Partners, and Octagon Credit Investors.

Beyond pricing, the facility’s structural features reflect the leverage sponsors are currently enjoying in financing processes: it’s covenant-lite, non-amortizing, and includes a PIK option.

Borrowers are benefiting from a private credit universe that has become increasingly competitive for lenders—a market dynamic that opens the door to abnormally borrower-friendly documentation, such as Thoma Bravo’s notification provision.

In these situations, lenders are left to figure out the right balance between self-protection through appropriate covenants and LME blockers, while minimizing the number of deals lost to competitors willing to accept less favorable terms.

DEALS, DEALS, DEALS

• The retail operator of Eddie Bauer, an outdoor brand owned by Authentic Brands Group, filed for Chapter 11 bankruptcy protection and began liquidation sales at its approximately 180 stores.

Canada Pension Plan Investment Board and OMERS hired Morgan Stanley to advise on the sale of their stakes in Associated British Ports, the UK's largest port operator, which could be valued at more than £10 billion, per the Financial Times.

Nuveen agreed to acquire Schroders (LSE: SDR), a UK-based asset and wealth manager, for £9.9 billion.

Advent International and FedEx (NYSE: FDX) agreed to acquire InPost, a Polish parcel locker company, for €7.8 billion.

Blackstone and EQT agreed to acquire Urbaser, a Spanish waste management company, for $6.6 billion from Platinum Equity.

Transocean (NYSE: RIG) agreed to acquire Valaris (NYSE: VAL), an offshore drilling contractor, for approximately $5.8 billion in an all-stock transaction.

Icertis, a SoftBank-backed provider of AI-powered contract management software, is working with Goldman Sachs on a potential sale that could value the business at up to $5 billion, per Bloomberg.

TPG (Nasdaq: TPG) agreed to acquire a majority stake in Sabre Industries, a provider of power, telecom, and data center infrastructure, from Blackstone (NYSE: BX) in a deal valuing the company at $3.5 billion.

CPP Investments agreed to acquire a 50 percent stake in Inkia Energy, a Peruvian power producer, from I Squared Capital at an enterprise value of $3.4 billion.

NatWest Group (LSE: NWG) agreed to acquire Evelyn Partners, a UK wealth manager, for £2.7 billion from Permira and Warburg Pincus.

Eli Lilly (NYSE: LLY) agreed to acquire Orna Therapeutics, a Watertown, Massachusetts-based RNA biotech developing in vivo cell therapies for autoimmune diseases, for up to $2.4 billion in cash.

QXO (NYSE: QXO) agreed to acquire Kodiak Building Partners, a building materials distributor, for approximately $2.25 billion from Court Square Capital Partners.

CVC Capital Partners agreed to acquire DSM-Firmenich's Animal Nutrition & Health business for an enterprise value of €2.2 billion.

Nordic Capital is exploring the sale of Conscia, a Danish cybersecurity firm, which could be valued at more than €2 billion, with Arma Partners advising, per Bloomberg.

GIC is exploring the sale of its 80 percent stake in xScale, a European data center joint venture with Equinix (Nasdaq: EQIX), which could value the business at around €2 billion, per Bloomberg.

CapVest is in exclusive talks to acquire a majority stake in TSG, a European technical services provider for critical energy infrastructure, from HLD in a deal valuing the company at around €1.8 billion.

Baker Hughes (Nasdaq: BKR) is exploring a sale of its Waygate Technologies unit, a provider of industrial testing and inspection equipment, which could be valued at around $1.5 billion, per Bloomberg.

Bain Capital agreed to acquire MCJ, a Japanese gaming PC maker, for roughly $1.28 billion.

Deutsche Börse agreed to acquire the remaining 20% stake in ISS STOXX, a provider of investment intelligence and index solutions, for €1.1 billion from General Atlantic.

Inflexion and other owners are exploring strategic options for Acorn Group, a UK-based specialist motor and home insurer, including a controlling stake sale or IPO that could value the company at £1 billion, per Bloomberg.

Beast Industries, the company led by YouTube creator MrBeast, acquired Step, a Palo Alto-based financial services app for teens and families that was last valued at $920 million by investors including Crosslink Capital, General Catalyst, and Coatue.

TPG acquired a 6.5% stake in Jackson Financial (NYSE: JXN), a U.S. retirement services firm, for $500 million as part of a strategic partnership.

Applus+, backed by TDR Capital and I Squared Capital, agreed to acquire APEM Group, an environmental consultancy, for around £335 million from WestBridge.

General Atlantic agreed to acquire European Wax Center (Nasdaq: EWCZ), a franchisor and operator of out-of-home waxing services, for around $330 million.

Nebius Group (NASDAQ: NBIS) agreed to acquire Tavily, a provider of search infrastructure for AI agents backed by Alpha Wave Global and Insight Partners, for an initial $275 million.

One Equity Partners agreed to acquire Bozzetto Group, an Italy-based specialty chemicals provider, from Aimia for up to C$271 million.

Carlyle agreed to acquire a majority stake in Nido Home Finance, an Indian provider of affordable housing finance, for approximately $230 million from Edelweiss Financial Services.

Smarte Carte, a portfolio company of 3i Group, acquired Lost and Found Software, a German provider of lost and found management solutions.

Harith General Partners agreed to acquire FlySafair, South Africa's largest domestic airline.

Gauge Capital invested in Affordable American Insurance, a Colorado-based insurance agency network.

ERA Partners acquired a majority stake in GeoTility Systems Corp, a Canadian geoexchange utility platform.

Universal Maritime Solutions, backed by ZCG Private Equity, acquired Regenboog Shipping Pharmacy, a Dutch distributor of pharmaceutical products and medical devices for the maritime sector.

LDC invested in Eagle Eye Innovations, a Lincoln-based provider of drone training, operating and consulting services.

MKB Company, a portfolio company of Align Capital Partners, acquired US Silt & Site Supply, a New Hampshire-based manufacturer and distributor of erosion and sediment control products.

Halo Partners acquired W.O. Grubb, a Richmond, Virginia-based provider of crane rental, rigging, and specialty equipment services.

Province, a portfolio company of Trivest Partners, acquired StoneTurn, a provider of disputes, investigations, and risk advisory services, from MML Capital.

Axis Insurance Managers, a portfolio company of Lee Equity Partners, acquired Treasures Insurance Edmonton, a provider of commercial and personal insurance solutions.

Industrial Service Solutions, a portfolio company of Wynnchurch Capital, acquired MSHS Pacific Power Group, a Fort Lauderdale-based MRO provider for the energy, industrial, and defense sectors.

KPS Capital Partners agreed to acquire The Wells Companies, an Albany, Minnesota-based manufacturer of architectural and structural precast concrete solutions.

Baird Capital invested in Rapid Energy, a UK-based provider of rapid-response temperature-control hire solutions.

Arbor Investments acquired Furlani Foods, a manufacturer of frozen and ambient garlic bread, from Entrepreneurial Equity Partners.

Thomson Reuters acquired Noetica, an NYC-based AI platform for corporate transaction intelligence, from investors including Lightspeed Venture Partners.

Supreme Group, a portfolio company of Trinity Hunt Partners, acquired Broth, a New York City-based healthcare-focused creative agency.

Coral Tree Partners invested in Plein Air, a Dallas-based marketing, technology, and data consultancy for restaurant and retail brands.

CapitalSpring invested in Alloy Personal Training, a Roswell, Georgia-based provider of personalized fitness training.

Haveli Investments agreed to acquire Budge Studios, a Montreal-based developer of digital interactive entertainment for children, from General Atlantic.

Novaria Group, a portfolio company of Arcline Investment Management, acquired Plasma Ruggedized Solutions, a San Jose-based provider of conformal coatings for sensitive electronics.

Hellman & Friedman is in talks to acquire Bill Holdings (NYSE: BILL), a business payments provider, per Bloomberg.

Bertram Capital invested in Querétaro F.C., a Mexican soccer club, joining existing owners Marc Spiegel and Innovatio Capital.

Mission Wealth, a portfolio company of Great Hill Partners, merged with RightPath Investments & Financial Planning, a Frisco, Colorado-based wealth advisory firm.

By Light Professional IT Services, a portfolio company of Sagewind Capital, acquired Dignitas Technologies, an Orlando-based provider of modeling, simulation and training solutions.

The Light Park, backed by Guideboat Capital, acquired Holiday Supply Shop, a walk-through holiday light park operator.

Primary Wave, backed by BlackRock and Brookfield, acquired the music catalog of Britney Spears, including hits such as "Toxic" and "Baby One More Time".

Cinven agreed to invest in Regenity Biosciences, a developer and manufacturer of bioresorbable technologies, joining existing investor Linden Capital Partners.

Kingswood Capital Management agreed to acquire the paper business unit of Coveris, a manufacturer of labels and board packaging that will be rebranded as Paragon Print and Packaging.

White Cap, a portfolio company of Clayton, Dubilier & Rice, acquired Colony Hardware, a direct-to-jobsite distributor of specialty construction supplies and safety products, from Audax Private Equity.

VENTURE & EARLY-STAGE

Tech, Vertical SaaS, & Misc. Enterprise

SambaNova Systems, an AI chip startup for enterprise inference, raised over $350 million in Series E funding co-led by Vista Equity Partners and Cambium Capital, with participation from Intel and SoftBank Vision Fund 2.

Runway, an AI video generation platform, raised $315 million in Series E funding at a $5.3 billion valuation, led by General Atlantic, with participation from Nvidia, Adobe Ventures, AllianceBernstein, AMD Ventures, Fidelity, Mirae Asset, Emphatic Capital, Felicis, and Premji Invest.

OLIX, a British photonic AI chip startup, raised $220 million in Series A funding at a $1 billion valuation led by Hummingbird Ventures, with participation from Plural, Vertex Ventures US, LocalGlobe, and Entrepreneur First.

Oxide Computer Company, an on-premises cloud company, raised $200 million in Series C funding led by USIT, with participation from Eclipse, Riot Ventures, Jane Street, Intel Capital, and Counterpart Ventures.

Vega, an AI security analytics platform, raised $120 million in Series B funding at a $700 million valuation led by Accel, with participation from Cyberstarts, Redpoint, and CRV.

Neara, a physics-enabled digital twin platform for critical infrastructure, raised A$90 million in Series D funding at a A$1.1 billion valuation led by TCV, with participation from Partners Group, EQT, Square Peg Capital, and Skip Capital.

Naboo, a Paris-based AI corporate event procurement platform, raised $70 million in Series B funding led by Lightspeed Venture Partners, with participation from Notion Capital, ISAI, and Ternel.

Entire, a platform for managing AI-generated code, raised $60 million in seed funding at a $300 million valuation led by Felicis, with participation from Madrona, M12, Basis Set, 20VC, Cherry Ventures, Picus Capital, and Global Founders Capital.

GitGuardian, a secrets and non-human identity security platform, raised $50 million in Series C funding led by Insight Partners, with participation from Quadrille Capital, Balderton, BPI, Eurazeo, Fly Ventures, and Sapphire Ventures.

Andercore, a Berlin-based AI industrial supply platform, raised $40 million in Series B equity and debt funding from Atomico, Project A, Inven Capital, Commerzbank, and KfW.

Monaco, an AI sales platform for startups, raised $35 million in seed and Series A funding led by Founders Fund, with participation from Human Capital.

VillageSQL, an open-source MySQL fork for AI applications, raised $35 million in seed and Series A funding co-led by FirstMark, GV, and Spark Capital, with participation from Homebrew.

Brandlight, an AI brand visibility and analytics platform, raised $30 million in Series A funding led by Pelion Venture Partners, with participation from Cardumen Capital and G20 Ventures.

Reco, an AI SaaS security platform, raised $30 million in Series B funding led by Zeev Ventures, with participation from Insight Partners, Boldstart Ventures, Angular Ventures, Workday Ventures, TIAA Ventures, S Ventures, and Quadrille Capital.

The Biological Computing Co., a developer of biological computing systems using living neurons, raised $25 million in seed funding led by Primary, with participation from Builders VC, E1 Ventures, Proximity, Refactor Capital, Tusk Ventures, and Wonder Ventures.

Newo, an AI voice receptionist platform for small businesses, raised $25 million in Series A funding led by Ratmir Timashev, with participation from Aloniq, Constructor, Acrobator, and s16vc.

Segura, a privileged access management company, raised $25 million in growth funding led by Riverwood Capital.

Lema AI, an AI security platform for supply chain and third-party risk management, raised $24 million in Series A funding led by Team8, with participation from F2 Venture Capital and Salesforce Ventures.

Matia, a data operations platform for AI infrastructure, raised $21 million in Series A funding led by Red Dot Capital Partners, with participation from Leaders Fund, Secret Chord Ventures, Cerca Partners, Caffeinated Capital, and VelocityX.

Complyance, an AI-powered enterprise GRC platform, raised $20 million in Series A funding led by GV, with participation from Creandum, HV Capital, Speedinvest, and Everywhere Ventures.

Nucleus Security, a Sarasota, Florida-based vulnerability and exposure management platform, raised $20 million in Series C funding led by Delta-v Capital, with participation from Arthur Ventures.

Backslash Security, an Israeli cybersecurity platform for AI-native application development, raised $19 million in Series A funding led by KOMPAS VC, with participation from Maniv, Artofin Venture Capital, StageOne Ventures, and First Rays Capital.

WINN.AI, a real-time sales guidance platform, raised $18 million in Series A funding co-led by Insight Partners, Mangusta Capital, and S Capital, with participation from Moneta VC, HighSage Ventures, Alumni Ventures, Sarona Ventures, and OurCrowd.

Integrate, a project management platform for defense tech and classified programs, raised $17 million in Series A funding led by FPV Ventures, with participation from Fuse VC, Rsquared VC, New Vista, Hyperplane, and Riot Ventures.

Hauler Hero, an AI-powered waste management operating system, raised $16 million in Series A funding led by Frontier Growth, with participation from K5 Global, Somersault Ventures, and I2BF Global Ventures.

Reflow, a workforce and workflow intelligence platform, raised over $15 million in seed funding co-led by Basis Set and Bling Capital, with participation from e2vc.

Fintech

Lassie, a Stockholm-based pet insurer, raised $75 million in Series C funding from Balderton Capital, Felix Capital, Inventure, Passion Capital, and Stena Sessan.

Bretton AI, an AI financial crime compliance platform, raised $75 million in Series B funding led by Sapphire Ventures, with participation from Greylock, Thomson Reuters Ventures, Citi Ventures, Canvas Ventures, Y Combinator, and TIAA Ventures.

ManageMy, an AI insurance orchestration platform, raised $45 million in new funding, including a $20 million Series B co-led by Ventura Capital and OCVC, with participation from BNF.

Uptiq, an AI platform automating lending and wealth workflows, raised $25 million in Series B funding led by Curql, with participation from Silverton Partners, 645 Ventures, Broadridge, Green Visor Capital, Live Oak Ventures, First Capital, Epic Ventures, Tau Ventures, and Evolution VC.

Equal Parts, an AI-powered platform for acquiring and scaling independent insurance agencies, raised $23 million in Series A funding led by Inspired Capital, with participation from Equal Ventures, Max Ventures, and Genius Ventures.

Circit, a Dublin-based audit and financial data verification platform, raised $22 million in growth equity funding led by Ten Coves Capital, with participation from Aquiline and MiddleGame Ventures.

Consumer & Media

Shizuku AI, a Japanese AI companion and virtual character developer, raised $15 million in seed funding led by Andreessen Horowitz, with participation from DeNA.

Healthcare

Talkiatry, a telepsychiatry provider, raised $210 million in Series D funding led by Perceptive Advisors, with participation from Sofina, Andreessen Horowitz, blisce/, and Left Lane Capital.

Solace Health, a patient advocacy platform for navigating the U.S. medical system, raised $130 million in Series C funding at a valuation of over $1 billion led by IVP, with participation from Menlo Ventures, SignalFire, Torch Capital, Inspired Capital, and RiverPark Ventures.

Garner Health, a data-driven healthcare navigation platform, raised $118 million in Series D funding at a $1.35 billion valuation led by Kleiner Perkins, with participation from Redpoint, Maverick Ventures, Kaiser Permanente Ventures, Mercy, and Plus Capital.

ILiAD Biotechnologies, a developer of an intranasal whooping cough vaccine, raised $115 million in Series B funding led by RA Capital Management, with participation from Janus Henderson Investors, BNP Paribas Asset Management Alts, and AI Life Sciences.

Loyal, a clinical-stage developer of longevity drugs for dogs, raised $100 million in Series C funding led by age1, with participation from Baillie Gifford.

QuantX Biosciences, a developer of computational oral small molecule drugs for immunology and inflammation, raised $85 million in Series B funding co-led by LAV and Sanofi Ventures, with participation from HongShan, OrbiMed, and Creacion Ventures.

Cascade Pharmaceuticals, a Shanghai-based clinical-stage biotech developing metabolic disease treatments, raised $72 million in new funding led by Zhongping Capital, with participation from China Life Capital.

Neurent Medical, a developer of minimally invasive chronic rhinitis treatments, raised €62.5 million in Series C funding led by MVM Partners, with participation from Sofinnova Partners, EQT Life Sciences, Atlantic Bridge, and Fountain Healthcare Partners.

Aerska, a biotech developing brain-shuttle RNA medicines for central nervous system diseases, raised $39 million in Series A funding, co-led by EQT Dementia Fund and age1, with participation from Iaso Ventures and Ada Ventures.

Kainova Therapeutics, a clinical-stage immuno-oncology and inflammation biotech, raised C$32 million in Series B funding led by Investissement Québec, with participation from CTI Life Sciences, Panacea Venture, 3B Future Health Fund, Seventure Partners, Viva BioInnovator, Turenne Capital, Schroders Capital, adMare BioInnovations, and Seido Capital.

Galux, a South Korea-based AI protein therapeutics developer, raised $29 million in Series B funding co-led by SL Investment, SneakPeek Investments, and Yuanta Investment, with participation from InterVest, DAYLI Partners, PATHWAY Investment, Korea Development Bank, NCORE Ventures, Korea Investment & Securities, and Mirae Asset Securities.

Atlas Oncology Partners, a value-based oncology platform for community practices, raised $28 million in Series A funding led by Flare Capital Partners, with participation from Rubicon Founders.

Somethings, a youth mental health peer mentorship platform, raised $19.2 million in Series A funding led by Catalio Capital, with participation from General Catalyst and Tusk Ventures.

Industrials, Greentech, & Other

Apptronik, an Austin-based humanoid robotics developer, raised $520 million in Series A extension funding at a $5 billion valuation co-led by B Capital and Google, with participation from Mercedes-Benz, PEAK6, AT&T Ventures, John Deere, and the Qatar Investment Authority.

Inertia Enterprises, a commercial fusion energy developer, raised $450 million in Series A funding led by Bessemer Venture Partners, with participation from GV, Modern Capital, Threshold Ventures, Neo, Uncork Capital, Long Journey Ventures, WndrCo, and In-Q-Tel.

Tem, a London-based AI energy transaction platform, raised $75 million in Series B funding led by Lightspeed Venture Partners, with participation from AlbionVC, Allianz, Atomico, Hitachi Ventures, Revent, Schroders Capital, and Voyager Ventures.

Gather AI, an autonomous warehouse drone and logistics AI platform, raised $40 million in Series B funding led by Smith Point Capital Management, with participation from Bain Capital Ventures, Tribeca Venture Partners, Bling Capital, Dundee Venture Capital, XRC Ventures, and The Hillman Company.

Trener Robotics, an AI robotics platform for manufacturing, raised $32 million in Series A funding co-led by Engine Ventures and IAG Capital Partners, with participation from Cadence, Geodesic Capital, Shanda Ventures, and Emergent Ventures.

Ever, an AI-powered used EV retail platform, raised $31 million in Series A funding led by Eclipse, with participation from Ibex Investors, Lifeline Ventures, JIMCO, Maki VC, Joint Effects, Failup Ventures, and Illusian.

Natilus, a manufacturer of blended-wing-body transport aircraft, raised $28 million in Series A funding led by Draper Associates, with participation from Type One Ventures, The Veterans Fund, Flexport, New Vista Capital, Soma Capital, Liquid 2 VC, VU Venture Partners, and Wave FX.

FUNDRAISING

Oaktree Capital Management raised $2.4 billion in a first close for its fourth special situations fund, which is targeting $4 billion, per Bloomberg.

Blue Owl Capital raised over $3 billion for its inaugural strategic equity and secondaries fund.

Vision Ridge Partners raised $2.4 billion for its fourth sustainable real assets fund.

Coller Capital closed a $1.3 billion continuation vehicle for Ares Management's 2018-vintage U.S. direct lending fund.

Montana Capital Partners raised $1.4 billion for its sixth private equity secondaries fund, focused on mid-market GP-led and LP-led transactions in North America and Western Europe.

Layer Global, a new growth equity firm led by former General Atlantic Co-President Anton Levy, raised $1 billion for its debut fund.

Primary Ventures raised $625 million for its fifth fund focused on seed-stage investments across the U.S.

Seligman Investments launched Seligman Ventures, a $500 million venture capital arm focused on early-to-pre-IPO startups in AI, cloud infrastructure, cybersecurity, and data centers.

Sun Capital Partners closed a £240 million single-asset continuation vehicle to extend its ownership of Fletchers Solicitors, a UK-based clinical negligence and personal injury law firm.

All Aboard Fund, a NYC-based venture capital firm, raised $99 million for its debut energy transition fund.

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