Nightcap: Trevor Milton has re-entered the chat
Nightly recap of the day's SPAC highlights (July 29, 2021)
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Thanks for reading the “Nightcap”, a nightly recap of the highlights in the SPAC world. You can always discover and track all of the SPACs at spactrack.net.
The Stats:
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The Deals (1):
1) TPG Pace Solutions (TPGS: $9.93) & Vacasa
Vacasa, North America’s Leading Vacation Rental Management Platform, to Be Publicly Listed Through Combination with TPG Pace Solutions (Press Release)
Merger Partner Description:
Vacasa is the leading vacation rental management platform in North America, transforming the vacation rental experience from inefficient and inconsistent, to reliable and technology-forward. Vacasa’s integrated technology and operations helps optimize vacation home care and income for homeowners, offers guests a seamless and consistent stay, and provides distribution partners with highly valuable vacation rental supply. The Company’s marketplace enables guests to search, discover and book properties on Vacasa.com and the Vacasa Guest App, as well as 100+ channel partners, including Airbnb, Booking.com and Vrbo.
Valuation: $3.74B Pro-forma EV
PIPE: $200M PIPE & FPA issued at $9.50 per share
Vacasa Investor Presentation
Deal News:
Grooming Startup Manscaped Holds Bright Lights SPAC Talks (Bloomberg— behind paywall)
Manscaped, a startup that sells products for “below-the-waist hygiene,” is in talks to merge with blank-check firm Bright Lights Acquisition Corp. (BLTS: $9.69), according to people with knowledge of the matter.
The transaction would value the combined entity at about $1.4 billion, one of the people said. Terms aren’t finalized and it’s possible talks could fall apart.
Spokespeople for Bright Lights and Manscaped declined to comment.
San Diego-based Manscaped, a maker of hair trimmers including one nicknamed “the Lawn Mower,” deodorant, lotions and other products for men, is expected to post an annual revenue in excess of $275 million by year-end, one of the people said. Rather than pursuing profitability, it has invested in new products and geographical expansion, another person familiar with the matter said.
The company in recent weeks has announced its launch in Singapore and South Africa, after adding Norway and Switzerland in January. It ships direct to consumers in more than 30 countries including the U.K. and Australia. In the U.S., Manscaped has a physical presence in Target and Best Buy stores.
Archer and Atlas Crest Announce Strategic Reset of Transaction Terms
Archer, a leading Urban Air Mobility company and developer of all-electric vertical take-off and landing (“eVTOL”) aircraft, and Atlas Crest Investment Corp. (ACIC: $9.92), a special purpose acquisition company, today announced they have revised the valuation of their previously announced transaction. This strategic decision was made in recognition of Archer’s commitment to driving long-term value creation for all shareholders.
…
The new transaction terms adjust the pro forma enterprise value of Archer from $2.7 billion to $1.7 billion, a 38% reduction. As previously stated, the combined company is expected to receive approximately $1.1 billion of gross proceeds from a fully committed common stock PIPE offering of $600 million, along with approximately $500 million cash held in trust, assuming no redemptions of Atlas Crest’s existing public stockholders. It is anticipated that the post-closing company, Archer, will be listed on the NYSE with ticker symbol "ACHR."
Other News:
Nikola Founder Trevor Milton Charged With Lying to Investors (WSJ—behind paywall)
Trevor Milton, the founder of Nikola Corp. (NKLA: $12.03) and onetime executive chairman of the electric-truck startup, was indicted Thursday on securities-fraud charges for allegedly lying to investors about its business making commercial trucks powered by alternative fuel.
Mr. Milton, who resigned from the company last September, faces two counts of securities fraud and one count of wire fraud, according to an indictment made public Thursday. The 39-year-old faces a maximum 25-year prison term if convicted of the top securities-fraud charge.
“In order to drive investor demand for Nikola stock, Milton lied about nearly every aspect of his business,” Manhattan U.S. Attorney Audrey Strauss said at a news conference Thursday.
The Securities and Exchange Commission also filed a civil complaint Thursday against Mr. Milton.
Mr. Milton pleaded not guilty to the charges in federal court in Manhattan on Thursday and was released on $100 million bond. A spokesman for his lawyers said Mr. Milton was innocent. “Mr. Milton has been wrongfully accused following a faulty and incomplete investigation in which the government ignored critical evidence and failed to interview important witnesses,” the spokesman said.
The federal charges represent another blow for Nikola, which was once worth more than Ford Motor Co. but has struggled since questions about its technology and products surfaced last year.
The Phoenix-based startup was one of several transportation-focused firms to go public in 2020 through reverse-merger deals, capturing the attention of Wall Street as investor enthusiasm intensified for electric vehicles and other alternative-propulsion systems.
Mr. Milton had attracted support from some high-profile names, including former General Motors Co. executive Stephen Girsky and activist investor Jeffrey Ubben, and briefly struck a deal with GM that was later scrapped.
Nikola wasn’t charged. The company said that Mr. Milton hasn’t been involved in its operations or communications since his resignation. “Nikola has cooperated with the government throughout the course of its inquiry,” a company statement said. “We remain committed to our previously announced milestones and timelines and are focused on delivering Nikola Tre battery-electric trucks later this year from the company’s manufacturing facilities.”.
Quick News Corner:
Starboard Value Acquisition Corp. (SVAC: $9.55) & Cyxtera Technologies close merger
Dragoneer Growth Opportunities Corp. (DGNR: $9.16) & CCC Intelligent Solutions’ merger was approved
New S-1s (3):
1) Hawks Acquisition Corp (HWKZ)
$200M, 1/2 warrant
Management:
Carney Hawks (Former Founding partner at Brigade Capital Management)
2) Minority Equality Opportunities Acquisition Inc. (MEOA)
$100M, 1 warrant
Focus: Minority-Owned Businesses
3) Kimbell Tiger Acquisition Corp (TGR)
$200M, 1/2 warrant
Focus: Energy and natural resources industry in North America
Upcoming Dates:
This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions
Friday, July 30
Merger Meeting: Tailwind Acquisition Corp. (TWND: $9.84) & QOMPLX (Adjourned from 7/20)
Unit Split: Summit Healthcare Acquisition Corp. (SMIH-U: $9.99)
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