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August 3, 2020
Welcome to the SPAC Research weekly newsletter.

The newsletter is news-only this week, but we'll be back next week with a look at promote shares subject to concessions and earnouts across recent SPAC deals.
SPAC Alpha
Our research platform SPAC Alpha released a report this week on recent SPAC deal closings. See below.

News From the Past Week

IPOs
  • Churchill Capital Corp IV (CCIV) raised $1.8bn in an upsized IPO without a specific sector focus. CCIV brings back most of the team from Churchill III (CCXX), which raised $1.1bn in February 2020 and announced the $11bn acquisition of MultiPlan, Inc., a tech-enabled provider of healthcare cost management solutions, in July 2020. Chairman & CEO Michael Klein also serves as chairman of Churchill II (CCX), which raised $690mm in June 2019 and is seeking a business combination, and chaired Churchill Capital Corp. (CCC), which raised $690mm in September 2018 and acquired Clarivate Analytics Plc (NYSE: CCC) in May 2019. Citigroup, Goldman Sachs, and J.P. Morgan are joint book-runners.
  • CC Neuberger Principal Holdings II (PRPB) raised $720mm in an upsized IPO without a specific sector focus. PRPB is the second in a series of SPACs sponsored by Chinh Chu and Neuberger Berman, an investment management firm with over $300bn in AUM. The first, CC Neuberger Principal Holdings I, raised $414mm in April 2020 and is seeking an acquisition in fintech. Chu founded Collier Creek Holdings (CCH), which raised $440m in October 2018 and is looking to close the $1.5bn acquisition of Utz Quality Foods later this year. He also co-founded CF Corporation (CFCO), which raised $690mm in May 2016 and acquired Fidelity & Guaranty Life (NYSE: FG) in November 2017. Credit Suisse, Citigroup, and Morgan Stanley are joint book-runners.
  • E.Merge Technology Acquisition Corp. (ETAC) raised $522mm in an upsized IPO for an acquisition in software and internet technology. ETAC is chaired by S. Steven Singh, who was CEO of Concur Technologies from 1998 until it was acquired by SAP SE, a multinational enterprise software company, in 2014. Singh and Co-CEOs Jeff Clarke and Guy Gecht bring decades of executive and board experience with public companies in technology. Cantor Fitzgerald and Mizuho Securities are joint book-runners.
  • Ace Convergence Acquisition Corp. (ACEV) raised $230mm for an acquisition in IT infrastructure software or semiconductors. The company is led by Behrooz Abdi, the former CEO of InvenSense, an on-chip sensor system provider for consumer electronic devices that was acquired by TDK Corporation, a Japanese multinational electronics firm, for $1.3bn in 2017. Cantor Fitzgerald is sole book-runner.
  • NewHold Investment Corp. (NHIC) raised $150mm for an acquisition in industrial technology. NHIC is led by Kevin Charlton, co-founder of River Hollow Partners, a mid-market private equity firm. Charlton was president and COO of Hennessy Capital Acquisition Corp., a $115 million NASDAQ-listed SPAC that merged with Blue Bird Corporation (NASDAQ: BLBD), a school bus manufacturer, in February 2015. Charlton was also president and COO of Hennessy Acquisition II (HCAC), which raised $200mm in July 2015 and acquired Daseke Inc. (NASDAQ: DSKE) in February 2017. He held the same positions for Hennessy Capital Acquisition III (HCAC), which raised $262.5mm in June 2016 and acquired NRC Group (formerly NYSE: NRCG) in October 2018. Stifel is sole book-runner.
S-1's
  • RedBall Acquisition Corp. (RBAC) filed to raise $500mm for an acquisition in sports, media and data analytics, with a focus on professional sports franchises. RBAC is chaired by Gerald Cardinale and Billy Beane. Cardinale, who joined forces with the New York Yankees and the Steinbrenner family to create the YES Network in 2001, is the founder of RedBird Capital Partners, a $4bn private investment firm. Beane, the former general manager of the Oakland Athletics, is known for bringing an analytical approach to talent and scouting in Major League Baseball, as chronicled in Michael Lewis' 2003 book "Moneyball". The board of directors includes professional sports team owners and executives, as well as Richard Thaler, the Nobel Prize-winning behavioral economist. Goldman Sachs is sole book-runner.
  • Burgundy Technology Acquisition Corporation (BTAQ) filed to raise $400mm for an acquisition in technology. BTAQ is led by Co-CEO's Leo Apotheker and Jim Mackey. Apotheker is the former CEO of both SAP SE (NYSE: SAP), a multinational enterprise software firm, and the Hewlett-Packard Company (NYSE: HPQ). Mackey was most recently a managing director and the chairman of the software & technology investment banking group at Citigroup. Mizuho and I-Bankers are joint book-runners.
  • Star Peak Energy Transition Corp. (STPK) filed to raise $350mm for an acquisition in renewable energy. STPK is chaired by Michael C. Morgan, who co-founded Triangle Peak Partners, a multi-strategy asset management firm focused on venture capital and growth equity. STPK's CEO is Eric Scheyer, head of the energy & infrastructure group at Magnetar Capital, a $12+bn asset manager active in SPACs on the front and back end. Credit Suisse and Goldman Sachs are joint book-runners.
  • Northern Genesis Acquisition Corp. (NGA.U) filed to raise $300mm for an acquisition in sustainable societal infrastructure. NGA is led by Michael Hoffman, the founder of Stone Capital Partners, a private financing firm focused on energy infrastructure in North America and globally. Hoffman was previously a partner and head of Renewable Energy Funds at Riverstone Holdings, a multi-billion dollar private equity firm that sponsored Silver Run Acquisition I and II. Raymond James and EarlyBirdCapital are joint book-runners.
  • CSR Acquisition Corp. (CSRA) filed to raise $300mm without a specific sector focus. CSRA is led by Cliff Robbins, a former partner at private equity firms General Atlantic Partners and Kohlberg Kravis Roberts & Co., and the founder of Blue Harbour Group, a $2bn investment manager. Credit Suisse is sole book-runner.
  • Forum Merger III Corporation (FIIIU) filed to raise $250mm without an intended sector focus. FIIIU is the third SPAC led by Marshall Kiev and David Boris, who were co-CEO's for Forum Merger I (FMCI), which raised $172.5mm in April 2017 and acquired ConvergeOne (NASDAQ: CVON) in February 2018, and Forum Merger II (FMCI), which raised $200mm in August 2018 and announced a business combination with Ittella International in June 2020. Jefferies is sole book-runner.
  • Lionheart Acquisition Corporation II (LCAP) filed to raise $200mm for an acquisition in proptech. LCAP is led by Ophir Sternberg, the founder of Lionheart Capital, a global real estate development firm. In March, Sternberg took over Opes Acquisition Corp., which is looking to close a business combination with fast casual restaurant chain BurgerFi. LCAP also features a $100mm forward purchase agreement with Nomura Securities. Nomura and Cantor Fitzgerald are joint book-runners.
  • one (AONE) filed to raise $200mm without a specific sector focus. AONE is led by Co-Founders Kevin Hartz, Spike Lipkin, and Troy Steckenrider III. Hartz is co-founder and chairman of the board of directors of Eventbrite (NYSE: EB), a global self-service ticketing platform. Lipkin is co-founder and CEO of Newfront Insurance, a technology-enabled insurance brokerage, and has served on the board of directors since 2017. Steckenrider has recently held executive and operating roles at ZeroDown and Opendoor.com, both disruptive real estate companies. Goldman Sachs is sole book-runner.
  • INSU Acquisition Corp. II (INAQ) filed to raise $175mm for an acquisition in insurance or insurance-related services. INAQ is chaired by serial SPAC sponsor Daniel Cohen, who has led the Fintech Acquisition Corp. family of SPACs. John Butler returns as CEO after leading Insurance Acquisition Corp. (INSU), which raised $151mm in March 2019 and announced a business combination with Shift Technologies in June 2020. Cantor Fitzgerald is sole book-runner.
  • Petra Acquisition, Inc. (PAIC) filed to raise $125mm for an acquisition in cannabis. PAIC is led by Andreas Typaldos, a prolific software and technology entrepreneur and private equity investor. The board features David Dobkin, the CFO of LifeSci Acquisition Corp. (LSAC), which raised $66mm in March 2020 and is seeking an acquisition in the healthcare industry. LifeSci Capital and Ladenburg Thalmann are joint book-runners.
  • BCTG Acquisition Corp. (BCTG) filed to raise $125mm without a specific sector focus. Aaron I. Davis will lead BCTG with a team from Boxer Capital, the healthcare arm of the Tavistock Group, where he has served as portfolio manager since 2005 and as CEO since 2012. BCTG also sports a $25mm FPA with its sponsor, BCTG Holdings, LLC. SVB Leerink is sole book-runner.
Deal Announcements, LOIs and Rumors

  • dMY Technology Group, Inc. (DMYT) announced a deal to acquire Rush Street Interactive, an online gaming company with a focus in online casino and sports betting offerings. The deal reflects an anticipated initial enterprise value of approximately $1.78bn or 5.6x Rush Street's projected 2021 revenue of $320mm. Fidelity Management and Research is the lead investor for a $160mm PIPE at $10 per share. The transaction is expected to close in 2020.

  • Healthcare Merger Corp. (HCCO) announced a deal to acquire SOC Telemed, a national provider of acute care telemedicine. The deal implies an initial enterprise value of approximately $720mm and includes a $165mm PIPE led by BlackRock, Baron Capital, and ClearBridge Investments. HCCO's CEO Steven Shulman will become chairman of the SOC Telemed board of directors at closing, which is expected in Q4 2020. Warburg Pincus, a global private equity firm, will remain SOC's largest shareholder.

  • ARYA Sciences Acquisition Corp II (ARYB) announced a deal to acquire Cerevel Therapeutics, a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. The deal reflects an equity value of $780mm and includes a $320mm PIPE led by Perceptive Advisors, EcoR1 Capital, Fidelity Management & Research Company, T. Rowe Price, and existing Cerevel Therapeutics shareholders including Bain Capital and Pfizer. Assuming no redemptions, current shareholders of Cerevel Therapeutics will own approximately 69% of the combined company. The transaction is expected to close in Q4 2020.

  • PropTech Acquisition Corporation (PTAC) announced a deal to acquire Porch.com, Inc., a software and services platform for the home inspection and home service industries. The deal reflects an enterprise value of $523mm, consisting of an estimated equity value of $728mm and $205mm in net cash, assuming no redemptions. The transaction is supported by a $150mm PIPE led by Wellington Management at $10 per share. Current Porch shareholders will roll 92% of their existing equity holdings into the combined company. The transaction is expected to close in Q4 2020.

  • Schultze Special Purpose Acquisition Corp. (SAMA) announced a deal to acquire Clever Leaves International, eight weeks after its LOI announcement. Clever Leaves is a medicinal-focused cannabis cultivation and extraction company. The deal reflects an anticipated initial enterprise value of approximately $255mm. Clever Leaves’ shareholders will roll 96% of their equity ownership, reflecting a continuing majority ownership of the combined company in excess of 55% assuming no redemptions. The deal is expected to close in Q4 2020.

  • Netfin Acquisition Corp. (NFIN) announced a deal to acquire Triterras Fintech Pte Ltd., a fintech company for commodity trading and trade finance. The deal reflects an estimated $674mm pro forma enterprise value. Triterras Fintech’s current shareholders are rolling 90% of equity holdings into the combined company. The transaction is expected to close in Q4 2020.

  • Reuters reported that FinTech Acquisition Corp. III (FTAC) is close to a $1.3B deal to merge with Paya Inc, a provider of integrated payment and frictionless commerce solutions. The deal would mark the second portfolio company of private equity firm GTCR to go public via SPAC, after Capitol Acquisition Corp. III (CLAC) acquired Cision in 2017.


Charter Extensions

  • ANDA extended its charter through 10/31/2020 with no trust contribution.
  • TDAC filed for an extension through 12/1/2020 with no trust contribution.

Upcoming Meetings and Deadlines
  • 8/3/2020 SPAQ Charter extension meeting (liquidation deadline 8/14/2020)
  • 8/5/2020 ORSN Liquidation deadline (optional contribution extension)
  • 8/6/2020 TOTA Liquidation deadline (optional contribution extension)


Links
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