The Week In SPAC News - Sunday, July 25

Entrepreneur, Idea, Competence, Vision, Target

In SPAC news this week, BBQGuys, PropertyGuru, and Cvent announced merger deals, while Vice Media's plan to go public via a SPAC merger has reportedly stalled.

CVENT-SPAC DEAL

On Friday, Cvent and Dragoneer Growth Opportunities Corp. (DGNS) announced their entry into a definitive business combination agreement. Upon closing, the combined company will operate as Cvent and is expected to trade under the ticker symbol (CVT). The transaction values Cvent at an initial enterprise value of $5.3B. The transaction will provide Cvent with $801M in cash. The business combination values Cvent at a pro forma post-money enterprise valuation of approximately $5.3B with a share price of $10.00, assuming no redemptions by Dragoneer shareholders and no purchase price adjustments. Vista Equity Partners and the Cvent management team will roll the entirety of their existing equity holdings into the combined company. In addition to the approximately $276M held in Dragoneer's trust account and the $50M forward purchase agreement commitment from Dragoneer funds, a group of investors has committed to participate in the transaction through a common stock private investment in public equity, or PIPE, of $475M at $10.00 per share. The PIPE includes participation from Zoom Video (ZM), among others. The boards of directors of both Cvent and Dragoneer have unanimously approved the proposed business combination, which is expected to be completed in Q4, subject to, among other things, the approval by Dragoneer's shareholders and certain other customary closing conditions stated in the merger agreement.

SOUTHEAST ASIA'S LEADING PROPTECH COMPANY MERGING WITH SPAC

PropertyGuru, which calls itself "Southeast Asia's leading property technology company," and Bridgetown 2 Holdings (BTNB), a special purpose acquisition company formed by Pacific Century Group and Thiel Capital, announced that they have entered into a business combination agreement. Upon closing, the combined company is expected to begin trading on the New York Stock Exchange. "Founded in 2007, PropertyGuru has grown to become Southeast Asia's #1 digital property marketplace with leading positions in Singapore, Vietnam, Malaysia and Thailand. The company currently hosts more than 2.8 million monthly real estate listings and serves 37 million monthly property seekers and 49,000 active property agents across the five largest economies in Southeast Asia - Indonesia, Malaysia, Singapore, Thailand and Vietnam," the companies stated. The combined company will have an enterprise value of approximately $1.35B and an equity value of approximately $1.78B at closing. The transaction is expected to close in the fourth quarter of 2021 or first quarter of 2022.

BBQGUYS TO GO PUBLIC

BBQ Holding, a specialty e-commerce platform for higher-end BBQ grills, grilling accessories and outdoor living products, and Velocity Acquisition Corp. (VELO), a publicly-traded special purpose acquisition company, announced that they have entered into a definitive business combination agreement that will result in BBQGuys becoming a publicly listed company on NASDAQ under the new ticker symbol "BBQG." The transaction values the company, which generated revenue of $264 million in 2020, at a pro forma equity value of approximately $963 million and an enterprise value of approximately $839 million. BBQGuys' Chief Executive Officer, Russ Wheeler, and the current management team will continue to lead the combined company. The transaction is expected to close in the fourth quarter of 2021.

VICE MEDIA SPAC TALKS STALL

Vice Media's plan to go public by merging with a special purpose acquisition company has stalled amid questions about Vice's valuation, The Information's Jessica Toonkel reported, citing people familiar with the matter. The company had early talks with SPACs, including one backed by 7GC & Co. (VII), but the the company has struggled to raise additional financing for the deal, the report said.

KIN INSURANCE, OMNICHANNEL ACQUISITION MERGER

Kin Insurance and Omnichannel Acquisition (OCA) have entered into a business combination agreement. The transaction implies an approximate $1.03B combined company pro forma enterprise value. Upon closing of the transaction, the combined company will be named Kin Insurance and is expected to be listed on the NYSE under the new ticker symbol (KI). Kin, which currently operates in Florida, Louisiana and California, also announced today it has accelerated its ability to enter into new markets by signing a stock purchase agreement to acquire an inactive insurance carrier that holds licenses in more than 40 states. The proposed acquisition of the inactive insurance carrier and the business combination are both expected to close in the fourth quarter of 2021 following the satisfaction of customary closing conditions, including regulatory approval, and in the case of the business combination, shareholder approval. As Kin looks to soon expand its reach into new markets, the company announced NBA superstar Draymond Green joined four-time major champion golf pro Rory McIlroy in the recent Series C round as an investor, both of whom will assist in raising Kin's profile across the country in current markets and in new geographies.

GELESIS TO BECOME PUBLIC VIA SPAC DEAL

PureTech Health (PRTC) announced that its founded entity, Gelesis, and Capstar Special Purpose Acquisition Corp. (CPSR), have entered into a definitive business combination agreement. Upon completion of the transaction, the combined company's securities are expected to be traded on the New York Stock Exchange under the symbol (GLS). Gelesis is a biotherapeutics company aiming to transform weight management using a proprietary biomimetic superabsorbent hydrogel technology. The company's first commercial product, Plenity, is a FDA cleared aid in weight management in adults with excess weight or obesity, Body Mass Index of 25 to 40 kg/m, when used in conjunction with diet and exercise. The transaction values the combined company at an implied enterprise value of approximately $1B and equity value of approximately $1.3B, based on a $10.00 per share price of Capstar common stock and assuming no redemptions by Capstar's public shareholders. The transaction has been unanimously approved by the boards of directors of both Gelesis and Capstar an is expected to close in the fourth quarter.

ZEGNA GOING PUBLIC

Zegna and Investindustrial Acquisition Corp. (IIAC), a special purpose acquisition corporation sponsored by investment subsidiaries of Investindustrial VII, announced a definitive business agreement that is expected to make Zegna a public company listed on the New York Stock Exchange later this year. Upon closing of the transaction, which is expected to occur in the fourth quarter of this year subject to customary approvals and conditions and to IIAC's shareholders' vote, the Zegna family will continue to control the company with a stake of approximately 62%. Based on the transaction value, the merged entity will have an anticipated initial enterprise value of $3.2B with an expected market capitalization of $2.5B.

ANALYST COVERAGE INITIATIONS:

Benchmark analyst Daniel Kurnos initiated coverage of Horizon Acquisition (HZAC) with a Buy rating and $18 price target. Horizon Acquisition is a SPAC that has agreed to merge with Vivid Seats. The analyst argued that Vivid is already at sufficient scale and is "first-ticket profitable," is expected to take market share and remain increasingly profitable, and has a distinct data advantage through its ownership of Skybox, a pro seller tool through which 40% of the secondary ticket market passes.

Benchmark analyst Bruce Jackson initiated coverage of Alpha Healthcare Acquisition (AHAC) with a Buy rating and $18 price target. Alpha Healthcare Acquisition is a SPAC that is in process of acquiring privately held Humacyte. The analyst noted that Humacyte is a regenerative medicine company with a proprietary platform technology for off-the-shelf blood vessels and told investors he believes the company is poised to gain significant share for surgical procedures requiring vascular grafts.

SPAC IPOS THIS WEEK

  • Belong Acquisition (BLNG) opened on July 23 at $9.92.
  • Portage Fintech Acquisition (PFTA) opened on July 21 at $9.91. The company intends to target companies operating in industries that "complement its team's background and capitalize on its ability to source and acquire businesses in the financial technology or financial services ecosystem."
  • Clover Leaf Capital (CLOE) opened on July 20 at $10. The company intends to focus its search on target businesses in the cannabis industry that are compliant with all applicable laws and regulations within the jurisdictions in which they are located or operate.
  • Chavant Capital Acquisition (CLAY) opened on July 20 at $10. The company intends to focus its search on companies in the advanced manufacturing and advanced materials technology sectors.

Disclaimer: TheFly's news is intended for informational purposes only and does not claim to be actionable for investment decisions. Read more at  more

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