On Friday, WeWork and BowX Acquisition announced plans for a business combination that will result in WeWork becoming a publicly listed company in a transaction that values WeWork at an initial enterprise value of approximately $9B. Equinox, the owner of Peloton's competitor Soulcycle, is also said to be in discussions to go public. Meanwhile, VELO3D and JAWS Spitfire Acquisition Corporation announced that they have entered into a definitive business combination agreement, and ironSource announced combination with Thoma Bravo Advantage.
WEWORK TO COME PUBLIC VIA SPAC: On Friday, March 26, WeWork and BowX Acquisition (BOWX) announced that they have entered into a definitive merger agreement, providing for a business combination that will result in WeWork becoming a publicly listed company. The transaction values WeWork at an initial enterprise value of approximately $9B. The transaction will provide WeWork with approximately $1.3B of cash which will enable the company to fund its growth plans into the future. Marcelo Claure and Sandeep Mathrani will continue to lead WeWork as executive chairman and CEO, respectively, along with the rest of the company's leadership team. Following the closing, Vivek Ranadive of BowX and Deven Parekh of Insight Partners will join the company's board of directors. The transaction, which has been unanimously approved by the boards of of WeWork and BowX, is expected to close by the third quarter of 2021. After the transaction closes, representatives of SoftBank Group (SFTBY) and SoftBank Vision Fund, independent or acting together, will comprise a minority number of the nine board seats.
AEROFARMS COMING PUBLIC: Also on Friday, AeroFarms announced it has entered into an plan of merger with Spring Valley Acquisition Corporation (SV). Upon closing of the transaction, AeroFarms will become publicly traded on Nasdaq under the new ticker symbol "ARFM." The combined company will be led by David Rosenberg, Co-founder and CEO of AeroFarms. Under the terms of the agreement, the transaction is valued at a fully diluted pro forma equity value of approximately $1.2B assuming no redemptions by Spring Valley shareholders. Upon completion of the proposed transaction, AeroFarms expects to nominate two of Spring Valley's existing directors, Debora Frodl and Patrick Wood, III, to its Board of Directors. The remaining directors and officers of Spring Valley are expected to resign and be replaced with AeroFarms nominees, which will be named at a future date.
IRONSOURCE, THOMA BRAVO ADVANTAGE COMBINATION: ironSource has entered into a definitive agreement to merge with Thoma Bravo Advantage (TBA), a publicly-traded special purpose acquisition company. The transaction values ironSource at a pro forma equity value of $11.1B, and is supported by a $1.3B oversubscribed Class A ordinary share PIPE led by an affiliate of Thoma Bravo, as well as investments from Tiger Global Management, Counterpoint Global, Nuveen, Hedosophia, Wellington Management, The Baupost Group, and certain funds managed by Fidelity Investments Canada ULC and other institutional investors. Upon closing of the transaction, the combined company will operate under the ironSource name.
VELO3D, JAWS SPITFIRE MERGER: VELO3D and JAWS Spitfire Acquisition Corporation (SPFR), a special purpose acquisition company, announced that they have entered into a definitive business combination agreement. Upon completion of the transaction, which is expected to occur in the second half of 2021, the combined company will operate as VELO3D, and will be listed on the New York Stock Exchange under the new ticker symbol "VLD." The transaction values the combined company at an enterprise value of approximately $1.6B at the $10.00 per share PIPE subscription price and assuming no public shareholders of JAWS Spitfire exercise their redemption rights. The company will receive up to $345M in proceeds from JAWS Spitfire's cash in trust and a $155M private placement of common stock at a $10.00 per share value. The private placement is led by strategic and institutional investors, including Baron Capital Group and Hedosophia. Upon completion of the transaction, VELO3D is set to benefit from a flexible capital structure with approximately $470M of cash on the company's balance sheet, net of debt and assuming no redemptions are effected. Assuming no public shareholders of JAWS Spitfire exercise their redemption rights, VELO3D's existing shareholders will own approximately 72%, JAWS Spitfire's existing shareholders and sponsor will own approximately 21% and PIPE investors will own approximately 7% of the issued and outstanding shares of common stock, respectively, of the combined company at closing. The transaction, which has been unanimously approved by the Boards of Directors for both VELO3D and JAWS Spitfire, is subject to approval by JAWS Spitfire's shareholders and other customary closing conditions.
LAZARD SPACS FILE FOR IPO: Lazard (LAZ) announced earlier this week that each of Lazard Fintech Acquisition Corp. I and Lazard Healthcare Acquisition Corp. I have publicly filed registration statements on Form S-1 with the U.S. SEC relating to each of their proposed initial public offerings of 25,000,000 units at a price of $10.00 per unit, each unit consisting of one Class A ordinary share and one-fifth of one redeemable warrant. LFTA intends to apply to list the units on Nasdaq under the ticker symbol "LFTAU." LHCA intends to apply to list the units on Nasdaq under the ticker symbol "LHCAU." The proposed offering by LFTA is separate from the proposed offering by LHCA, and neither proposed offering is conditioned upon the other.
EQUINOX IN TALKS TO GO PUBLIC VIA SPAC: Sports club and SoulCycle majority owner Equinox Holdings is in discussions to go public, Sportico's Scott Soshnick, Eben Novy-Williams and Brendan Coffey reported, citing people familiar with the matter. The meetings are said to be with as many as 12 special purpose acquisition companies, one of which would provide the business a stock market listing at a valuation of $9B or more if a deal can be reached, the authors note. Equinox Holdings has also held discussions with private equity investors about other alternatives, the publication adds. SoulCycle is a competitor to Peloton (PTON).
SPAC IPOs this week:
"On the Fly: The Week in SPAC News" is The Fly's new recurring series of stories on the latest SPAC initial public offerings, SPAC deal news, and associated analyst commentary.
Thoma Bravo Advantage
-0.17 (-1.60%)
BowX Acquisition
+1.92 (+19.69%)
SoftBank Group
+ (+0.00%)
Spring Valley Acquisition Corp.
+0.175 (+1.77%)
Jaws Spitfire Acquisition
+0.315 (+3.10%)
Lazard
+0.48 (+1.11%)
Peloton
+3.17 (+3.07%)
MSD Acquisition
+ (+0.00%)
Northern Genesis Acquisition III
+0.13 (+1.32%)
Northern Genesis Acquisition III
+ (+0.00%)
Corazon Capital V838 Monoceros
+ (+0.00%)
Gores Guggenheim
+ (+0.00%)
NextGen Acquisition Corp. II
+ (+0.00%)
Magnum Opus Acquisition
+ (+0.00%)
Newbury Street Acquisition
+ (+0.00%)
Supernova Partners Acquisition Company III
+ (+0.00%)
Dragoneer Growth Opportunities Corp. III
+0.07 (+0.70%)
Lead Edge Growth Opportunities
+ (+0.00%)
Rocket Internet Growth Opportunities
+ (+0.00%)
Glass Houses Acquisition
-0.1 (-1.00%)