Transfix re-enters the chat and Ackman scores on Universal

The Nightcap newsletter: SPAC Track’s nightly recap of the action in the SPAC world. (September 21, 2021)

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Today, G Squared Ascend I Inc. (GSQD) announced it has entered into a definitive agreement to merge with Transfix. Some may remember that Bloomberg reported that Transfix was in talks with Tuscan Holdings Corp II (THCA) back in December of last year.

THCA has set 9/28 as the date for its shareholder meeting to vote on an extension to the deadline for the SPAC to find a business combination.

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The Stats:

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The Deals (1):

1) G Squared Ascend I Inc. (GSQD, warrants +25.04%) & Transfix

  • Merger Partner Description:

    Transfix is a market-leading, next-generation freight platform transforming the traditional and digital freight sector while bringing transparency, trust, and sustainability to the transportation ecosystem. The company combines deep industry expertise and a best-in-class carrier network with cutting edge technology. The result? Competitive pricing, superior service and reliability, and unmatched intelligence for optimizing the supply chain from start to finish. Today, the world's most recognized brands rely on Transfix's trusted carrier network, including six of the top ten retailers and five of the ten largest food and beverage brands in America. Transfix was named one of Forbes' "Next Billion-Dollar Startups" and is headquartered in the heart of New York City.

  • Valuation: $1.05B EV

  • PIPE / FPA: $60M FPA

  • Additional Financing: Up to $50M to backstop redemptions

  • Press Release

  • Investor Presentation


DraftKings makes $20 billion offer for UK sports betting company Entain, sources say (CNBC)

DraftKings (DKNG: $52.77 -7.42%) is making a $20 billion offer to acquire U.K. online sports betting company Entain, people familiar with the matter told CNBC’s David Faber on Tuesday.

The offer is largely in DraftKings stock, along with cash, according to the sources.

Entain shares jumped about 18% in London trading Tuesday. DraftKings shares closed 7.4% lower Tuesday after the news.

On Monday, before news of the deal, the enterprise value of Entain was about £13.2 billion, or $18 billion.

In a filing with the London Stock Exchange, Entain’s board confirmed that it received a proposal from DraftKings, which would include a combination of stock and cash. The filing did not contain any information on the price of the offer.

“A further announcement will be made as and when appropriate,” Entain noted in the filing. “Shareholders are urged to take no action at this time.”

The U.K. gaming company rejected an all-stock offer from MGM Resorts earlier this year worth $11 billion at the time. Entain said the deal significantly undervalued the company.'

MGM and Entain have an online sports betting partnership in the U.S. called BetMGM.

While MGM is not involved with DraftKings’ bid for Entain, MGM’s consent is required for any deal involving the U.S. assets of Entain, the company said.

Bill Ackman’s Pershing Square Just Had a $1.6 Billion Payday (Institutional Investor)

The SEC handed Ackman’s hedge fund a windfall by nixing his SPAC’s plans.

Bill Ackman may end up liquidating his special purpose acquisition company, but his hedge fund firm just had its best day ever: a $1.6 billion haul.

Ackman’s Pershing Square Capital made that windfall Tuesday, when its $4 billion stake in Universal Music ahead of its initial public offering paid off after shares rose 40 percent on the opening. 

Pershing Square Holdings, Ackman’s publicly traded hedge fund, put $2.9 billion into the deal, and Ackman was able to raise another $1.1 billion in a new co-investment vehicle for the rest of the 10 percent stake, making Universal the biggest position for his firm.

The hedge fund made an estimated 9 percentage points on the gain. That will more than make up for the losses it is carrying on Ackman’s SPAC, Pershing Square Tontine Holdings (PSTH), based on the value of the warrants it holds. (As of August 17, Tontine was Pershing Square’s biggest loser for the year, accounting for 6.4 percentage points of losses and dragging down the fund’s overall performance, according to its semi-annual financial statement.)

But now Pershing Square Holdings, which was up 7.7 percent for the year as of Sept. 14, has taken off: It is up an estimated 18 percent for the year.  

Ackman declined to comment. But the huge windfall for his hedge fund isn’t what he had in mind when he began talking with Universal parent Vivendi, the French conglomerate, last November. At the time, the plan was for Tontine to invest in the company. 

The deal was complicated and unusual for a SPAC because it wouldn’t have ended in a merger, and the SPAC would have had money left over.

After Vivendi announced a deal had been struck with Tontine to take a 10 percent stake in Universal ahead of a spinoff of 60 percent of the company, Tontine’s stock sank. Within weeks the U.S. Securities and Exchange Commission said it would not approve the SPAC’s plans, and the Tontine board abandoned the proposal.

“It was a dagger in the heart,” Ackman told CNBC the day of that announcement. 

Quick News Corner:

  • Fusion Acquisition (FUSE: $10.76 +10.47%) shareholders approved the merger with MoneyLion

  • Justin Timberlake, Lizzo Back Rowing Startup Hydrow [previously reported as in talks with Sandbridge X2 Corp (SBII)]

Tracking De-SPAC S-1s (PIPE Registrations):

  • Airspan Networks’ (MIMO: $8.24 -10.92%) S-1 went effective today

  • Star Peak Corp II (STPC: $9.99 +0%) filed its S-1 registering PIPE shares for its merger with Benson Hill

    • STPC is one of the handful of SPACs that file their S-1 registering PIPE shares prior to the merger closing. The majority of the SPACs that do this have their S-1 effective within a couple of days post-merger closing.

IPOs to Begin Trading Tomorrow*:

1) Inflection Point Acquisition Corp. Announces Pricing of $300 Million Initial Public Offering (IPAX-U)

*Priced at the time of this writing

New S-1s:

None today.

Upcoming Dates:

This Week’s Announced Shareholder Meetings, Unit Splits, Warrant Redemptions, and Expected Ticker Changes

Wed, Sep 22

  • Merger Meetings:

    Union Acquisition Corp II (LATN) & Procaps

    Cerberus Telecom Acquisition Corp (CTAC) & KORE

Thurs, Sep 23

  • Unit Split: Springwater Special Situations Corp. (SWSS-U)

Fri, Sep 24

  • Unit Split: AMCI Acquisition Corp. II (AMCI-U)

Thanks for reading,

SPAC Track

Note: Share prices only included if 5%+ moves and for all De-SPAC PIPE entries
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