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"Dan Primack"


Dan Primack

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Term Sheet -- Thursday, December 9


09-12-2010 15:03:33

Fortune Finance Street Sweep Term Sheet Economics Tech Wall Street Washington

The Term Sheet by Dan Primack

Thursday -- December 9, 2010
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Random Ramblings
Running a bit behind this morning, so just some quick notes to kick off your Thursday:
*** As promised, I did more research yesterday on the (likely-defunct) capital gains cliff, which had been
expected to significantly boost M&A activity in 2010. Specifically, the theory had been that owners and
investors particularly in the lower/middle-markets -- would look to cash out before higher capital gains
rates take hold.
Anecdotal evidence was that this phenomenon only occurred around the margins, and domestic private
equity data provided by Thomson Reuters seems to back that up.
It showed that PE firms have announced and/or completed fewer sub-$1 billion deals so far in 2010 than
they did during similar periods in either 2008 or 2009. Year-to-date volume is off 2% from last year, and
nearly 7% if you only include deals with values below $500 million. Aggregate disclosed deal value is
higher, but this argument was about the masses rushing to the exits, not better grosses for the select few
who chose to do so.
Thomson Reuters also provided data for all M&A of U.S. targets under $1 billion (i.e., not just PE
sponsored), with similar results.



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*** Interesting theory from a venture capitalist, vis--vis his industrys walking dead. He said that one
way to separate the contenders from pretenders is to see which firms have raised new funds in the 20082010 time period. Those who have are still alive and kicking. Those who havent are on their way out.
There obviously will be some exceptions on both sides, but its not a bad rule of thumb
*** In related news: Always On this week released its list of the top 100 venture capital firms. Amazingly,
firms like Worldview Technology Partners and VSP Capital are included. If you cant make new
investments, you arent a top venture capital firm.
*** I received a ton of thoughtful emails on yesterdays discussion of founder stock taxation. Keep them
coming for tomorrows Feedback column. Also, it seems that Vic Fleischer is on a short vacation. He
promises to be in touch (i.e., defend his argument) upon return.
*** Self-promotion alert: Last night I guested on This Week in Venture Capital, the live online talk show
hosted by Mark Suster. We talked recent deals, DST, Kleiner, Groupon, carried interest and more. You can
watch a replay here.

6 things to read

Pre-Marketing, including Plan B for greentech VCs, why Groupon snubbed Google, Daniel Ellsberg
on WikiLeaks, PIKs prompt defaults and where the most financially-savvy Americans live.

Nin-Hai Tseng: Beware $90 oil

David Lerner: Are super-angels extinct?

Shelley DuBois: Q&A with Tom Steyer, the jolly green banker
Paul Keegan: Have you caught gold fever?

Colin Barr: Is the bull market for bonds dead at the tender age of 30?

The Big Deal

Factual, a Santa Monica, Calif.-based collaborative data platform, has raised $25 million in Series A
funding. Andreessen Horowitz and Index Ventures co-led the round, with participation from SV Angel
and Mike Ovitz. Andreesen Horowitz and Index both participated in an earlier seed round for Factual, but
did not have an option on the Series A. Instead, it was a competitive deal with multiple term sheets.
The company was launched by Gil Elbaz, whose previous effort got scooped up by Google and eventually
became the basis for AdSense.
Here's how it works: Factual allows the crowd to upload data sets on virtually any topic into its system, and
also allows users to correct existing records. Think of it as a Wikipedia for structured data, with paying
customers able to merge data sets and insert them into customized applications.
For more on the deal, check out my Q&A with Ben Horowitz.

VC Deals

NetProspex Inc., a Waltham, Mass.-based provider of data-as-a-service solutions for B2B sales and
marketing professionals, has raised $5.5 million in funding from Edison Ventures.
ViKi, a community-powered site that allows users to watch TV and movies in their own language, has
raised $4.3 million in Series A funding. Backers include Greylock Partners, Andreessen Horowitz, Charles



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River Ventures and Neoteny Labs. The company has offices in Singapore and Silicon Valley.
Sofie Biosciences, a Culver City, Calif.-based developer of agents and devices for the molecular imaging
of disease, has raised $2 million in new VC funding from firms like the Cycad Group.
Ortho Kinematics, an Austin, Texas-based spine diagnostics startup, has raised $2 million in VC funding.
TEXO Ventures led the round, and was joined by return backers PTV Sciences and Gatebridge
Tripleseat Software, a Boston-based provider of event management and lead generation web applications
for restaurants and hotels, has raised $500,000 in seed funding from Dundee Venture Capital., a Santa Clara, Calif.-based online marketplace for textbook rentals, has acquired Cramster,
a Pasadena, Calif.-based social platform providing online homework help. No financial terms were
disclosed. Chegg has raised around $165 million in VC funding, from Ace Ltd., Foundation Capital, Kleiner
Perkins, Gabriel Venture Partners and Primera Capital.

Private Equity Deals

Applus+, a portfolio company of The Carlyle Group, has offered to acquire Velosi (AIM: VELO), a global
provider of inspection, quality assurance, certification and testing services to the oil and gas industry. The
deal would value Velosi at approximately 105 million, and represents a 60.3% premium to Velosis
average closing price over the past month.
Cerberus Capital Management, Lone Star Funds and Fortress Investment Group are among those
planning to bid for Takefuji Corp., a failed Japanese consumer lender, according to Reuters. The deal
could be worth upwards of $955 million.
Kiss My Face, a natural personal care products brand, has raised an undisclosed amount of growth capital
funding from Caltius Equity Partners.
Montage Partners has acquired Clowe & Cowan of El Paso Inc., a wholesale distributor of municipal and
industrial waterworks supplies. No financial terms were disclosed for the deal, which was done in
partnership with company management.
Pacific Transportation Asia, an affiliate of CLSA Capital Partners, has acquired a majority stake in OSL
Holdings, a Hong Kong-based provider of dry bulk shipping services. No financial terms were disclosed.
Royal Bank of Scotland reportedly has ended talks to sell Priory Group, a British operator of mentalhealth and addiction clinics, to Bain Capital. Bloomberg reports that RBS now seeks to restart negotiations
with Advent International.
Standard Water Group, a Chinese wastewater treatment company, has secured more than $100 million in
private equity commitments from Themes Investment Partners. It would represent the first deal for
Themes, which was founded last year by former Goldman Sachs and Och-Ziff pro Frank Yu.
TZP Capital Partners has agreed to acquire The Dwyer Group, a Waco, Texas-based holding company



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for seven residential and commercial franchise service brands. No financial terms were disclosed. Dwyers
franchisees and company-operated stores generate nearly $800 million in annual revenue.

PE-backed IPOs
E-Commerce China DangDang Inc., a Beijing-based B2C ecommerce company in China (with an
emphasis on books), shares rose nearly 86% yesterday on its first day of trading on the NYSE. It priced its
IPO at $16 per share, and finished up at $29.91 per share. Shareholders include Tiger Global Private
Investment Partners, DCM-Doll Capital Management and IDG Technology Ventures.
YouKu, a Chinese video sharing site, shares rose 161% yesterday on its first day of trading on the NYSE.
It priced its IPO at $12.80 per share, and closed at raised around $33.44 per share. The company had
raised $110 million in venture capital funding, from firms like Brookside Capital, Chengwei Ventures,
Maverick Capital and Sutter Hill Ventures.

Barclays Private Equity has agreed to sell Aerocan SAS, a supplier of aluminum aerosol cans and
bottles in Europe, to Ball Corp. (NYSE: BLL). The deal is valued at around 221 million, including the
assumption of debt and other liabilities. It is expected to close next quarter.
Travelex, a portfolio company of Apax Partners, has agreed to sell its prepaid cash card business to
MasterCard (NYSE: MA) for 290 million.

Other Deals
Dell (Nasdaq: DELL) said that it has entered talks to acquire Compellent Technologies Inc.
(NYSE: CML), a provider of data storage solutions, for $27.50 per share.
Paychex Inc. (Nasdaq: PAYX) has agreed to acquire SurePayroll Inc., a Glenview, Ill.based
provider of SaaS payroll processing for small businesses. No financial terms were disclosed.
Trimble (Nasdaq: TRMB) has acquired Tata AutoComp Mobility Telematics Ltd. from
Indias Tata AutoComp Systems Ltd. No financial terms were disclosed. TMT provides
telematics solutions and mobile resource management (MRM) services in India.

Firms & Funds

G Square Capital, a mid-cap healthcare private equity firm led by former Apax pro Laurent Ganem, is
raising 250 million for its debut fund. It already has closed on 100 million, with Forbes Private Capital
Group serving as placement agent.

Moving In, Up and On

Tom DeFranco has joined placement group Madison Williams & Co. as a director in the firms private
capital solutions group, with a focus on the Midwestern U.S. and Canada. He is a former employee of both
Thompson Hine and Maxus Investment Group.



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Mark DAndrea has agreed to join Highbridge Capital Management in January, as head of global
institutional business development. He stepped down last month as a managing director with BlackRock.

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