The Week In SPAC News - Sunday, June 6

Entrepreneur, Idea, Competence, Vision, Target

In SPAC news this week, connected vehicle data company Wejo and Virtuoso Acquisition announced that they have entered into a definitive agreement for a business combination, while BigBear.ai said it is going public via merger with SPAC GigCapital4.

BIGBEAR SPAC DEAL

BigBear.ai, a provider of artificial intelligence, machine learning, cloud-based big data analytics, and cyber engineering solutions, and GigCapital4, (GIG), a special purpose acquisition company, or SPAC, announced that they have entered into a definitive merger agreement that will result in BigBear.ai becoming a publicly traded company. The transaction is expected to be completed in the third quarter of 2021, at which time the combined company will be named BigBear.ai and is expected to be listed on the Nasdaq. The transaction values the company, which had $140M in revenues in 2020, at an enterprise value of approximately $1.57B. Upon closing of the transaction, the company is expected to have approximately $330M in cash.

The cash component of the purchase price to be paid to the equity holders of BigBear.ai is expected to be funded by GigCapital4's cash in trust, minus any redemptions by public stockholders, and a $200M convertible senior unsecured note private placement with institutional investors including Fortress, Marathon, and Highbridge. The 5-year unsecured convertible notes, which shall bear interest at a rate of 6% per annum, are convertible into common shares of the combined company at a conversion price of $11.50. Assuming no GigCapital4 public stockholders elect to redeem their shares, existing BigBear.ai stockholders, including AE Industrial Partners, an investment firm specializing in the aerospace, defense & government services, space, power generation, and specialty industrial markets, are expected to own approximately 73% of the combined company, with GigCapital4 sponsors expected to own 6% and public stockholders 21% of the combined company, respectively.

WEJO, VIRTUOSO MERGER

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