Vice Media reportedly in talks to come public via 7GC & Co. merger
In SPAC news this week, Wynn Resorts said it is merging its online betting platform Wynn Interactive with a special purpose acquisition company to create an independent public company. Meanwhile, Bird Rides and Switchback II Corporation also announced the signing of a definitive business combination agreement that would make Bird a public company, while Ginkgo Bioworks and Soaring Eagle Acquisition Corp. said they have agreed to a merger.
WYNN TO SPIN OFF ONLINE GAMBLING COMPANY: Shares of Wynn Resorts (WYNN) were in the spotlight on Tuesday after the company said it is merging its online betting platform Wynn Interactive with Austerlitz Acquisition Corporation I (AUS) to create an independent public company. Upon closing of the transaction, assuming no share redemptions by the public stockholders of Austerlitz I, Wynn Interactive's current shareholders will retain an equity interest in the company of approximately 79%, inclusive of 58% equity interest by Wynn Resorts, Austerlitz I's stockholders will hold approximately 18% and Austerlitz I's sponsor will hold approximately 3%. Following the news, Citi analyst George Choi upgraded Wynn Resorts to Neutral, calling Interactive's spinoff a "value-enhancing" deal.
BIRD RIDES, SWITCHBACK II COMBINATION: Bird Rides and Switchback II Corporation (SWBK), a publicly traded special purpose acquisition company with a strategic focus on the energy transition sector, announced the signing of a definitive business combination agreement that would make Bird a public company, pending Switchback shareholder approval and satisfaction of other customary closing conditions. At closing, anticipated in the third quarter of 2021, the combined company will be named Bird Global and is expected to be listed on the New York Stock Exchange. The transaction implies a pro forma enterprise valuation for Bird of $2.3B. The business combination agreement contemplates that existing Bird shareholders will roll-over and retain 100% of their existing equity, owning approximately 82% of the combined company's pro forma equity. The transaction will enable the combined entity to retain net proceeds of up to $428 million of cash following the closing to fund operations and growth initiatives and for general corporate purposes.
GINKGO, SOARING EAGLE MERGER: On May 11, Ginkgo Bioworks (DNA) and Soaring Eagle Acquisition Corp. (SRNG), a publicly traded special purpose acquisition company, announced they have agreed to a business combination that will result in Ginkgo becoming publicly-listed. In connection with the closing of the transaction, Soaring Eagle intends to change its name to Ginkgo Bioworks Holdings, change its jurisdiction of formation to Delaware and list under a new ticker symbol. The transaction implies a pre-money equity valuation for Ginkgo of $15.0 billion, and is expected to provide up to $2.5B of gross cash proceeds. Gross proceeds include Soaring Eagle's $1.725B of cash in trust and $775M in proceeds from a PIPE transaction priced at $10.00 per share of Class A common stock of Soaring Eagle to be funded immediately prior to the closing of the transaction. Eagle Equity Partners is co-sponsoring the transaction with Bellco Capital, led by Dr. Arie Belldegrun. Dr. Belldegrun is a leader in the field of cell and gene therapy and founder of Kite Pharma and Allogene Therapeutics. Both co-sponsors are also investing in the PIPE.
On May 14, Ginkgo Bioworks stated on its official Twitter account that, "While Soaring Eagle (Nasdaq:SRNG) will still be trading as a proxy for Ginkgo for the next few months until the transaction closes, upon the closing of the business combination, Ginkgo will be listed on the New York Stock Exchange under the ticker DNA."
VICE MEDIA, 7GC SAID IN TALKS: Vice Media is in talks to merge with special purpose acquisition company 7GC & Co. (VII) as a mean to come public, a source familiar with the matter told Bloomberg's Gerry Smith and Crystal Tse. The deal being discussed would value the business at about $3B, which is about half of where it was valued when it got a $450M investment from TPG four years ago, the report said. Following the deal being discussed, 7GC and new investors will own 25% of the company, while existing investors including TPG and Disney (DIS) would own 75% of the new company, the author added.
PERSHING SPAC JUMPS: Shares of special purpose acquisition company Pershing Square Tontine Holdings (PSTH) moved higher on Wednesday as Bill Ackman spoke at the Wall Street Journal's Future of Everything Festival. Ackman said he's "deeply engaged" in merging Pershing Square Tontine with an iconic business, and noted he's been working on a SPAC deal since November and that he's "cautiously optimistic" a deal can be reached.
BETTER PLANS TO GO PUBLIC VIA SPAC MERGER: Mortgage lending startup Better intends to go public via a merger with special-purpose acquisition company Aurora Acquisition (AURC), the Wall Street Journal's Maureen Farrell reported, citing people familiar with the matter. The startup plans to merge with the SPAC, which is sponsored by Novator Capital, at a valuation of approximately $7B pre-money, Farrell said. SoftBank (SFTBY), which recently invest $500M in Better, could throw in an additional $1.3B through a PIPE, the author noted.
HYDROGEN JV IPO OR SPAC DEAL: Thyssenkrupp (TKAMY) CEO Martina Merz said on Tuesday in a call with analysts that the company is considering an initial public offering or a deal with a special purpose acquisition company, or SPAC, for its hydrogen joint venture with Italy's De Nora, called Thyssenkrupp Uhde Chlorine Engineers, or TKUCE, according to Reuters' Christoph Steitz and Arno Schuetze. Two people familiar with the matter said Citi (C) has been hired to explore strategic options for the world's largest supplier of chlor-alkali membrane technologies used to produce hydrogen, but the bank declined to comment, the report added.
LARRY ROBBINS RECOMMENDS FOUR SPACS: Larry Robbins of Glenview Capital Management, when presenting earlier this week at the Sohn Investment Conference, recommended four special purpose acquisition companies, namely Fortress Value Acquisition Corp. II (FAII), Thoma Bravo Advantage (TBA), Butterfly Network (BFLY) and Fast Acquisition (FST).
SPAC IPOS THIS WEEK:
Osiris Acquisition (OSI) opened on May 14 at $9.86. Osiris may pursue an initial business combination target in any business or industry, "with a primary focus on targets that possess recognizable brand franchises in the Consumer, Retail and Leisure sectors."