Relationship repair

Vista patches things up with lenders

PRESENTED BY ALPHASENSE

Transacted

September 25, 2024

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

  • A look at Vista and Blackstone’s deal for Smartsheet

  • Plus, CD&R and PAI Partners submit bids for Sanofi consumer health

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Relationship repair:

Blackstone, Vista Equity Partners, and Abu Dhabi Investment Authority have agreed to acquire Smartsheet, the cloud-based work management platform, for around $8.4 billion in an all-cash transaction. The deal, which values Smartsheet at $56.50 per share, represents a 41 percent premium to the company's 90-day VWAP for the period ending July 17, when Reuters first published rumors of the potential deal.

Smartsheet’s platform is used by 85 percent of the Fortune 500 and helps with enterprise data organization, task management, and process automation. It went public in 2018 after receiving early backing from Madrona Venture Group and Insight Partners.

Blue Owl Capital is leading a $3.2 billion financing package in support of the deal, including a $2.9 billion annual recurring revenue (ARR) loan and a $300 million revolving credit facility. At least 20 other lenders are participating, including both Blackstone and Vista's credit arms.

The financing provides quick feedback on the extent of relationship damage (or lack thereof) caused by Vista's Pluralsight drop-down in June of this year. Media coverage at the time included a series of ominous quotes from participating lenders, who said they were "apoplectic" over the firm's attempt at liability management and claimed it could “have tremendous impacts on the relationship.”

“The world is watching,” one lender told the Financial Times, adding that they were caught off guard by the maneuver because “Vista has had a reputation of standing behind deals and caring about their brand.”

But, just a few months later, it's back to business as usual: Smartsheet lead lender Blue Owl Capital and participants Golub Capital and Benefit Street Partners were all involved in the Pluralsight ordeal. Either Vista's efforts at damage control worked, or the allure of the current deal was too strong.

The Smartsheet financing wasn't entirely smooth sailing, however. Vista and Blackstone were forced to provide a handful of concessions to get the deal over the line, including additional credit agreement protections against future liability management exercises. Final pricing of SOFR+650 came in at the top end of the targeted 625 - 650 range, and the sponsors agreed to a longer non-call period.

The deal also includes an option for Smartsheet to pay a portion of its interest in kind at a rate of S+700.

The rest of the Smartsheet lender cohort includes HPS, Farallon, Elliott, Carlyle, Brinley Partners, GoldenTree, Monroe, New Mountain, Ontario Teachers’ Pension Plan Board, AllianceBernstein, Hercules, Cliffwater, Canyon Capital, Jefferies, Macquarie, and Brigade Capital Management. Other Pluralsight lenders absent from the current financing include Ares, Oaktree, Goldman, and BlackRock.

Smartsheet reported second quarter ARR of $1.1 billion (a 7.7x transaction multiple) with 17 percent year-over-year growth. The deal includes a 45-day "go-shop" period, during which Smartsheet can solicit alternative proposals. But, given the healthy premium, there’s not likely to be a superior offer.

Qatalyst Partners is acting as exclusive financial adviser to Smartsheet, while Goldman Sachs Group and Morgan Stanley are advising Blackstone and Vista Equity Partners. The transaction is expected to close in the fourth quarter of Smartsheet’s fiscal year ending January 31, 2025.

DEALS, DEALS, DEALS

Sanofi (EPA: SAN) has received binding offers for its consumer health division from Clayton Dubilier & Rice and PAI Partners at a valuation of around €15 billion, per Bloomberg.

EQT is exploring the sale of a minority stake in IFS, a Swedish enterprise software company, which could be valued at around €15 billion.

The Friedkin Group agreed to acquire Premier League team Everton Football Club from Farhad Moshiri's Blue Heaven Holdings.

Sixth Street acquired a minority stake in EdgeConneX, a data center operator with 80 facilities, from EQT Infrastructure.

Macquarie Asset Management acquired a minority stake in D.E. Shaw Renewable Investments, a U.S. wind, solar, and battery storage developer, for up to $1.73 billion.

Commvault (Nasdaq: CVLT) acquired Clumio, a provider of cloud data backup and recovery services for AWS, whose backers include Sutter Hill Ventures, Index Ventures, Altimeter Capital, and NewView Capital.

Gilde Equity Management agreed to acquire Dunlop Protective Footwear, a manufacturer of protective wellington boots, from EQT Mid Market Europe fund.

EQT has hired Goldman Sachs to advise on the potential sale of part of its 49 percent stake in WS Audiology, a hearing aid maker, in a deal that could value the business at around €7 billion.

Thompson Street Capital Partners invested in ATIS, a provider of elevator and escalator safety inspections and managed services.

FTV Capital invested in Vald, an Australian musculoskeletal screening provider.

DiningRD, a portfolio company of Evolution Capital Partners, acquired Crandall Corporate Dietitians, a Mesa, Arizona-based provider of nutritional consulting and software for senior living facilities.

Omega Fitness, an Anytime Fitness franchisee backed by Rainier Partners, acquired 21 gyms in Wisconsin from MDS Fitness.

Salesforce (NYSE: CRM) acquired Zoomin, a provider of unstructured data management solutions for enterprise AI applications.

Banco BTG Pactual acquired Greytown Advisors, a Miami-based multifamily office with $1 billion in assets under management.

London Stock Exchange Group (LSE: LSEG) hired J.P. Morgan to lead the sale of its 4.9 percent stake in Euroclear, a Belgium-based financial services infrastructure firm, per Sky News.

Beach Point Capital Management invested in Metro Franchising, a Dunkin' franchisee with 105 locations in the New York City metro region.

3B Scientific, backed by G Square, acquired Veterinary Simulator Industries, a Canadian developer of educational veterinary simulations.

Octopus Energy Generation acquired Exagen Group, a UK renewables developer.

Waste Eliminator, a portfolio company of Allied Industrial Partners, acquired Unlimited Disposal, a commercial waste management firm serving Northeast Georgia.

ZEMA Global Data Corporation, backed by FTV Capital, agreed to acquire Morningstar Commodity Data from Morningstar (Nasdaq: MORN).

PAX Group, a portfolio company of New State Capital Partners, acquired Consolidated Coatings, a provider of masonry and concrete restoration, industrial coatings, and waterproofing systems across the Mid-Atlantic region.

Auto-Wares, a portfolio company of Kinderhook Industries, acquired Moog Louisville, a warehouse distributor of automotive parts and supplies.

Intermedia Cloud Communications acquired NEC’s North American unified communications as a service (UCaaS) and contact center as a service (CCaaS) business.

VENTURE & EARLY-STAGE

Tech, Vertical SaaS, & Misc. Enterprise

Whatfix, an in-app user guides platform, raised $125 million in Series E funding led by Warburg Pincus, with participation from SoftBank Vision Fund 2.

Supabase, an open source Postgres database service, raised $80 million in Series C funding co-led by Peak XV and Craft Ventures, with participation from Coatue, Felicis, Y Combinator, and Avra Capital.

Torq, a security hyperautomation company, raised $70 million in Series C funding led by Evolution Equity Partners, with participation from Bessemer Venture Partners, Notable Capital, Greenfield Partners, and Strait Capital.

Vsim, a Manchester-based physics simulation startup, raised $21.5 million in seed funding led by EQT Ventures, with participation from Factorial Funds, Samsung Next, Tru Arrow, Xora, IQ Capital, Koro Capital, Concept Ventures, and Lakestar Scout Fund.

Wrapbook, a payroll and accounting services platform for film and TV productions, raised $20 million in new funding led by Bessemer Venture Partners, valuing the company at $750 million.

GEOX, a real estate climate risk analytics platform, raised $19 million in Series A funding led by Flashpoint Venture Capital, with participation from Suretech Partnership.

LiveFlow, an accounting automation platform, raised $13.5 million in Series A funding led by Valar Ventures.

Jet HR, an Italian startup automating payroll and HR processes, raised €12 million in seed funding led by Picus Capital, with participation from Exor Ventures, Italian Founders Fund, and 2100 Ventures.

Tamnoon, a managed cloud security remediation company, raised $12 million in Series A funding led by Bright Pixel Capital, with participation from Blu Ventures, Mindset Ventures, Merlin Ventures, Secret Chord Ventures, Inner Loop Capital, and Elron Ventures.

Letta, a startup developing memory systems for AI agents, raised $10 million in seed funding led by Felicis, with participation from Sunflower Capital and Essence VC.

Fintech

M2P Fintech, an API infrastructure provider for financial services, raised $101 million in Series D funding led by Helios Investment Partners, with participation from Flourish Ventures.

Celestia Foundation, developer of the modular blockchain network Celestia, raised $100 million in new funding led by Bain Capital Crypto, with participation from Syncracy Capital, 1kx, Robot Ventures, and Placeholder.

InDebted, a debt collection fintech, raised A$60 million in Series C funding led by Airtree, with participation from Australian Retirement Trust, Premier Capital Partners, Reinventure, Carthona, and Perennial.

Drift Protocol, a Solana-based decentralized derivatives exchange, raised $25 million in Series B funding led by Multicoin Capital, with participation from Blockchain Capital, Primitive Ventures, and Folius Ventures.

Outgo, a freight carrier-focused payments platform, raised $15 million in funding led by Gradient Ventures and Construct Capital, with participation from Neo, PSL Ventures, Fintech Fund, and Operator Stack, and secured a $50 million credit facility from Upper90 for receivables purchasing.

arqu, a wholesale insurance brokerage, raised $10 million in Series A funding led by Crosslink Capital, with participation from Intact Ventures, Lightspeed Venture Partners, Foxe Capital, and Nationwide Ventures.

Consumer & Media

EGYM, a Munich-based connected fitness equipment company, raised around $200 million in growth funding co-led by L Catterton and Meritech Capital, valuing the company at over $1 billion.

Healthcare

Route 92 Medical, a developer of neurovascular intervention devices, raised $50 million in Series F extension funding from Novo Holdings, U.S. Venture Partners, Norwest Venture Partners, InnovaHealth Partners, and The Vertical Group.

Helaina, a developer of human-equivalent bioactive proteins, raised $45 million in Series B funding led by Avidity Partners, with participation from Spark Capital, Ingeborg Investments, Barrel Ventures, Siam Capital, Relish Works, CF Private Equity, and Primary Venture Partners.

Industrials, Greentech, & Other

Sublime Systems, a low-carbon cement startup, raised $75 million in new funding from CRH and Holcim.

Cyclic Materials, a rare earth elements recycling startup, raised $53 million in Series B funding led by ArcTern Ventures, with participation from BDC Capital's Climate Tech Fund, Hitachi Ventures, Zero Infinity Partners, Climate Investment, Microsoft's Climate Innovation Fund, Fifth Wall, BMW i Ventures, Energy Impact Partners, and Planetary Technologies.

Pyka, an electric aviation startup, raised $40 million in Series B funding led by Obvious Ventures, with participation from Piva Capital, Prelude Ventures, Metaplanet Holdings, and Y Combinator.

VELA, a French wind-powered cargo ship designer, raised €40 million in Series B funding led by Crédit Mutuel Impact, with participation from 11th Hour Racing and BPI - French Public Investment Bank.

Ayrton Energy, a developer of liquid organic hydrogen carrier technology, raised $6.8 million in seed funding co-led by Clean Energy Ventures and BDC Capital, with participation from Antares Ventures, EPS Ventures, SOSV, the51, and UCeed Investment Funds.

FUNDRAISING

TPG expects to close its debut secondaries fund with up to $1.8 billion in the coming months, above its original target.

HSBC Asset Management launched a €1 billion NAV financing fund to provide loans secured against private equity portfolios.

Monroe Capital plans to launch a new $1 billion vehicle named The Drive Forward Fund to provide loans to smaller auto suppliers transitioning to electric vehicle production, backed by SBA guarantees.

Boldstart Ventures raised $250 million for its seventh fund focused on early-stage enterprise software investments.

Heritage Holding raised $220 million for its debut lower middle market buyout fund.

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