Newsletter
No Tricks, All Treats: Anthropic's Epic S-1 Leads a Near-Record Capital Haul
While much has been made of Anthropic’s epic S-1 drop this week, it was another example of the dynamism and depth of the U.S. capital markets. It was a near-record week, with close to $200 billion raised or accounted for, with SpaceX, Broadcom, and Meta leading the way.
SpaceX got things started by agreeing to a $40 billion debt deal with Apollo to help fund its push to buy Nvidia chips, while Broadcom announced a $63 billion financing package to fund chips for Anthropic. Meanwhile, Meta announced a $95 billion stock offering to help bankroll its own AI infrastructure buildout. Presumably, Anthropic will gobble up $80 billion or so in its IPO.
Even with rates rising, Apollo CEO Marc Rowan summed up this thirst for capital when he told WSJ Leadership Institute’s Alan Murray, “companies around the world who are engaged in this global industrial renaissance have an insatiable demand for capital, most of it in debt capital but some of it is hybrid equity and some of it is equity capital.”
All of this leads back to Anthropic and, while many might have focused on the “catastrophic or existential risks to humanity,” our attention was mainly on the company’s unique control structure and governance. Anthropic’s prospectus introduces novel governance concepts that will have lawyers, investors, and others kibitzing over its terms for weeks and months to come.
A few points:
- Five-Letter Word for Control: The AI leader’s IPO will have stock that comes in 5 classes: A, E, F, N, and T. Two of these, F and T, will consist of a single share each and three classes, E, F, and T, carry no economic rights. The public gets to buy Class A shares although, according to the filing, those shareholders “generally will not be able to affect the outcome of any matter submitted to a vote of our stockholders or the election of our directors, regardless of how they vote.”
- The F is for Founder: As part of the IPO, Anthropic will issue a single share of Class F stock giving its seven founders 50.1% of voting rights in the company. The one share is owned by “Founder LLC,” while public shareholders will split the remaining 49.9% among themselves.
- Delaware Do-Gooders: Anthropic stuck with its 2021 decision to incorporate in Delaware as a public benefit corporation (PBC), which looks after not just shareholders but the company’s purpose and the impact of its products. Anthropic acknowledges that as a PBC, it may not look after shareholders first and foremost and may make decisions that “negatively impact the short-, medium-, or long-term performance of our business.”
- A Long-Term Benefit Trust to Supervise…: Overlaid onto the PBC, with the help of Wilson Sonsini and law professor John Morley of Yale Law, Anthropic created a very unusual long-term benefit trust (LTBT) to help govern the company. Anthropic’s founders created a trust whose independent trustees (including former Fed Chair Ben Bernanke) will, along with the founders, appoint directors of Anthropic and oversee the company’s effort to strike the right balance between shareholders and other constituents. The trustees will have the power to elect and fire trustees, in a sort of self-perpetuating structure.
- …Along with A Lead Independent Director: Netflix Co-Founder Reed Hastings will serve as the Anthropic Board’s lead independent director and Daniela Amodei is the chairperson of the board.
Matt Levine properly summed up the unique structure as “the way to run a workers’ co-op at a public company.” Or as was said by a constitutional peasant in Monty Python and the Holy Grail, “I thought we were an autonomous collective.”
Have a great weekend,
GPP Team
ACTIVISM
Reuters: Proxy Advisory Firm Glass Lewis backs Bergeron in Ethan Allen Fight
Ahead of the furniture maker’s Annual Meeting on November 4th, proxy advisory firm Glass Lewis recommended that shareholders support all five of activist DGB Investments’ directors including the firm’s founder Doug Bergeron. Read More
The Deal: Ancora Calls for Comprehensive M&A Review at H.B. Fuller
The activist is pressing H.B. Fuller to run a full strategic review, including a possible whole-company sale, after the adhesive maker rejected its $1.2 billion to $1.4 billion bid for the building adhesives unit. H.B. Fuller’s director nomination window opens in December. Read More
Bloomberg: ‘Less Bluster’ In Private Talks: Sidley’s Liekefett
Kai Liekefett and Rebecca Van Derlaske from the shareholder activism groups at Sidley and Olshan, respectively, join Bloomberg’s Dani Burger to discuss activism behind closed doors, including finding common ground in private. Watch Here
M&A
The New York Times: DoorDash to Buy Instacart for $17 Billion, Uniting 2 Delivery Giants
Almost five years after it reportedly considered a transaction, the food delivery giant announced that it will acquire the grocery delivery company in a move that will likely draw regulatory scrutiny. Read More
The Wall Street Journal: EQT to Buy Range Resources in $13 Billion Stock Swap
In a deal that would create a U.S. natural-gas giant, EQT announced that it will issue 0.987 shares for each share of Range with EQT shareholders owning about 73% of the combined company at a pro forma enterprise value of over $50 billion. Read More
The Wall Street Journal: Josh Kushner’s Thrive to Buy ADT for $7.6 Billion
The cash deal represents a 35% premium to ADT’s closing price and has financial backing from Apollo Global Management. The deal is expected to close in the first quarter of 2027. Read More
CORPORATE GOVERNANCE
The Wall Street Journal: How Weil Gotshal, One of Wall Street’s Most Storied Law Firms, Ended Up in Chaos
After a challenging leadership transition and efforts to find a merger partner falling flat, storied law firm Weil, Gotshal & Manges has taken the extraordinary step of beginning the process to wind down the law firm. We also recommend reading David Lat’s exceptional Substack on this where he discusses his five takeaways including the surprising speed that led to the firm’s unraveling and that this was unusual considering the firm was on track for a profitable 2026. Read More
Governance Intelligence: SEC Puts Tokenization and AI Under Spotlight in 2027 Exam Priorities
The SEC’s Division of Examinations has put tokenization, AI (including “super intelligence” and automated advice tools), private credit, and cybersecurity at the top of its fiscal 2027 exam priorities, signaling a renewed focus on digital assets after they were dropped from last year’s agenda. Read More
IPO
CNBC: Meta- and Google-Backed Jio Platforms’ Shares Soar Over 21% on Trading Debut After Record IPO
In India’s largest-ever IPO, the telecom and digital services player saw its market cap rise to around $131 billion – making it the second most valued company in the country in a boon for majority shareholder Reliance Industries. Read More
CNBC: Marc Lore’s Wonder bets on Texas, Automation and User-Built Restaurants as it Mulls IPO
As the food technology startup continues to prepare for a potential IPO in 2027, the company begun its next phase of growth by announcing a new focus on automation and user-built restaurants along with expanding its presence in the fast-growing Texas market. Read More
FROM OUR DESK TO YOURS
This week, GPPers were back in the Village for our long-overdue return to Shmoné, Eyal Shani’s Michelin-starred Israeli powerhouse, currently captained by Chef Orianne Shapira. We are big fans of Shani’s Miznon for a casual workday lunch, so we always enjoy his talents on display in a more formal setting. We began with the highly recommended Jerusalem Bagel, which absolutely lived up to its reputation. This was quickly followed by the “Cabbage melting into itself,” which was presented in a rich beef stock and topped with sour cream.
Then, we moved on to the “Animal Creatures” section of the menu, as well as a fantastic Nebbiolo di Langhe suggested by our waiter (note: for those who wish to further explore Shmoné’s excellent wine offering, we recommend a visit to the walk-in-only Shmoné Wine, which is right next to the flagship restaurant). Our first entrée was the beef short rib, which the menu simply describes as “I promise you’ve never had one like this!” Indeed, we had not. The dish consists of a rich, well-marbled portion of slow-cooked beef with a crispy char, still attached to a large rib bone and presented atop a bed of polenta.
Next up, and without a doubt our highlight of the meal, was the “76 layers of Wagyu flat iron on a very sharp steel.” This spectacular dish featured thin strips of wagyu layered onto a steel skewer and then charred over direct flame before being presented over a tomato / tahini sauce. Upon finishing the wagyu, we were presented with a thick slice of toasted challah bread and made quick work of the rest of the sauce. For dessert, the Brulee Labaneh Basque Cheesecake is not to be missed.
We’ll be back downtown soon to explore the rest of Shmoné’s dynamic menu although Miznon at The Hugh will hold us over until then.
OPEN TABS
- The New Yorker: Computer Chips Are the Most Magnificent Things Humanity Has Ever Made
- The Wall Street Journal: The Brewers Were a Blast—but Is Baseball About to Blow Itself Up?
- The Associated Press: Ahead of Rome Tipoff, Basketball Powerhouse Villanova Embraces ‘Pope Leo Effect’
- The New York Times: After 28 Years Walking Across the Globe, He’s Almost Home
- BBC News: Rare Manx Shearwaters Returned to Isle of Canna in Bird Conservation Bid
- Colossus: The Many Failures of Larry David (everyone should also listen to Acquired’s podcast on Seinfeld: TV’s Last Great Startup)
UPCOMING EVENTS
- November 10: Sportico Invest New York, New York, NY
- November 18: DealBook Summit, New York, NY
- November 20: Columbia Law School Millstein Center Conference on M&A and Corporate Governance, New York, NY
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