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Bill Ackman’s twisty not-exactly-a-SPAC deal

June 4, 2021, 2:48 PM UTC

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Bill Ackman’s mega-special purpose acquisition company has found a much-anticipated potential target to take public. And hold onto your shorts, because it’s certainly no typical SPAC deal.

Confirming earlier reports from the Wall Street Journal, Pershing Square Tontine—the SPAC backed by Ackman’s Pershing Square hedge fund—confirmed it was in discussions to acquire a 10% stake in Universal Music Group, the giant music company that co-owns the publishing rights to songs by the likes of Taylor Swift and Lady Gaga, for $4 billion. The news comes amid a gold rush of deals around artist catalogs, while UMG itself has seen a boost in revenues from consumers streaming music from home. (Consumers, in short, are paying for their music again.) Those trends have helped justify valuing UMG at about $42 billion in the potential deal, which would also crown the listing as the largest company to go public via merger with a SPAC…right?

Except that’s not exactly what’s happening, and here’s where it gets twisty: Unlike in a typical SPAC deal, Bill Ackman’s Pershing Square Tontine would not merge with UMG, and it is not taking the company public. Vivendi, which owns 80% of the business, plans to list it as planned in Amsterdam in the third quarter of 2021. Only after that has happened will shares be given directly to Pershing Square Tontine’s shareholders. The structure of the deal also means the Tontine’s shareholders don’t need to vote to approve the deal at all.

Pershing Square Tontine remains the largest SPAC out there by the amount raised, but it has had trouble finding a company to combine with. After all, the bigger the SPAC, the smaller the universe of acquirees. Nevertheless, traders—especially on Reddit—have followed Ackman’s company with great fascination, trying to pinpoint where the hedge fund investor would put its dollars.

And here’s the really wild thing: The spectacle will continue. After investing in UMG, the Tontine will have $1.5 billion left over (that investors could add more to) in a vehicle aptly named PTSH Remainco, that will go toward acquiring another business. In total, the new Remainco vehicle could have $10.6 billion to make an acquisition, per the press release.

So why call Remainco a vehicle rather than a SPAC? Because Pershing Square is emphatically calling it something else: A SPARC, or a Special Purpose Acquisition Rights Company. Instead of investors betting on Ackman’s ability to find a good target, the so-called SPARC investors will only be issued the right to acquire shares, effectively only fully investing after the SPARC has found a target, meaning investors can choose not to invest if they dislike the target. The SPARC would also give Pershing Square greater control: According to the press release, the SPARC will initially be 100% owned by Pershing Square and its affiliates—so it can go ahead and consummate a deal even if some of its investors get cold feet.

Of course, the Universal deal might still generate some sparks, too. It comes with a mega caveat: The deal is in talks, meaning it may not happen at all.

Lucinda Shen
Twitter: 
@shenlucinda
Email: 
lucinda.shen@fortune.com

VENTURE DEALS

- Lansweeper, a Belgium-based IT management company, raised €130 million ($158 million) from Insight Partners.

- Alation, a Redwood City, Calif.-based enterprise software company, raised $110 million in Series D funding, valuing it at $1.2 billion. Riverwood Capital led the round and was joined by investors including Sanabil Investments and Snowflake Ventures.

- LeoLabs, a Menlo Park, Calif.-based mapping and space services company tracking low-earth-orbit objects, raised $65 million in Series B funding. Insight Partners led the round and was joined by investors including Velvet Sea Ventures

- Bench, a Vancouver-based bookkeeping service for small businesses, raised $60 million in Series C funding. Contour Venture Partners led the round and was joined by investors including Altos Ventures, iNovia Capital, BMO T&I, Sage, and Shopify.

- Hungryroot, a New York City-based personalized grocery service, raised $40 million in Series C funding round. L Catterton led the round. The deal values the firm at $750 million, per a source close to the situation.

- New Stand, a New York City-based convenience store company, raised $40 million in Series B funding. Brookfield Property Group led the round.

- Stellanova Therapeutics, a Houston-based biotech focused on cancer, raised $15.5 million in Series A funding. Sporos Bioventures led the round.

- Bobbie, a San Francisco-based infant formula company, raised $15 million in Series A funding. VMG led the round.

- Trellis Technologies, a San Francisco-based insurance technology company, raised $10 million in Series A funding. QED Investors led the round and was joined by investors including NYCA Partners and General Catalyst.

- Authenticx, a Carmel, Ind.-based customer insights company, raised $7.5 million in Series A funding. Signal Peak Ventures led the round and was joined by investors including Sopris Capital, M25, Allos Ventures, and Elevate Ventures.

- Teemyco, a Swedish virtual office provider, raised $3.2 million. 42CAP led the round and was joined by investors including Antler and Luminar Ventures.

- PlanetWatchers, a London-based crop monitoring company that provides insurance claims assessment, raised $3.5 million in pre-Series A funding. Seraphim Capital led the round and was joined by investors including Creative Ventures.

- Hooray Foods, a San Francisco-based plant-based meat company, raised $2 million in seed funding. Evolution VC Partners led the round and was joined by investors including Gaingels and Sand Hill Angels. 

- The Beans, a San Francisco-based financial technology startup, raised $2 million in funding. Precursor Ventures led the round and was joined by investors including Relay Ventures, One Planet VC, Swing Ventures, and Oxford Angel Fund.

PRIVATE EQUITY

- KKR will acquire a minority stake in Cegid, a French provider of business management software solutions, in a deal valuing the latter at €5.5 billion. Silver Lake will remain the majority investor. Financial terms weren't disclosed.

- Blackstone agreed to acquire International Data Group, a Needham, Mass.-based media, events, and research company, from Oriental Rainbow, a subsidiary of China Oceanwide Holdings, in a deal valuing the company at $1.3 billion. 

- Apollo Global Management agreed to acquire EmployBridge, an Atlanta-based industrial staffing company. Financial terms weren't disclosed.

- Dallas Plastics, a portfolio company for Sole Source Capital, acquired Hi-De Liners, an Orange, Mass.-based maker of plastic packaging. Financial terms weren't disclosed.

- Summit Interconnect, backed by HCI Equity Partners, acquired Eagle Electronics, a Chicago-based printed circuit board manufacturer. Financial terms weren't disclosed.

EXIT

- CDK Global (Nasdaq: CDK) acquired Roadster, a Palo Alto, Calif.-based vehicle sales platform, for $360 million. Counterview and Costanoa have backed Roadster.

- Bizzabo acquired x.ai, a New York City-based maker of an automated meeting scheduling tool. FirstMark Capital and SoftBank backed x.ai.

IPOS

- Xometry, a Rockville, Md.-based marketplace for on-demand manufacturing, filed to raise $100 million. Investors include Highland Capital Partners, T. Rowe Price Associates, and Foundry Group.

SPACS

- Babylon Holdings, a U.K.-based health startup, plans to go public via merger with Alkuri Global Acquisition, a SPAC. The deal values the firm at $4.2 billion. Investors including Kinnevik back Babylon.

- Chamath Palihapitiya’s Social Capital and Suvretta Capital Management filed for four SPACS focused on healthcare. Each of the four is seeking to raise $200 million.

F+FS

- MetaVC Partners, a venture firm backed by Bill Gates, plans to raise $100 million for its first early stage fund focused on advanced materials.

- Coupa Software launched Coupa Ventures, a San Mateo, Calif.-based $50 million fund that will invest in early and growth-stage business spend management companies.

PEOPLE

- AllegisCyber Capital, a San Francisco-based early-stage venture capital firm focused on cybersecurity and data science, named Michael Feiertag as partner and promoted Jennifer Scherbel to associate.

- Toyota Ventures, the venture arm of the car maker, launched two new early-stage funds with $150 million total: the Frontier Fund and the Climate Fund.

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