CIIG Merger Corp. Files $225M SPAC


CIIG Merger Corp. Files $225M SPAC

Nov 25, 2019 INTEL by Kristi Marvin

This morning, CIIG Merger Corp. (CIICU), filed their $225 million SPAC for IPO, focusing on business in the technology, media and telecommunications (“TMT”) industries and will be led by F. Peter Cuneo, as CEO and Chairman.

Mr. Cuneo is currently the  Chairman of the Board at Iconix Brand Group (Nasdaq: ICON), a brand management company and owner of a portfolio of global consumer brands, since January 2019.  However, one of his most recognizable roles on his C.V., is that of President and Chief Executive Officer and then Vice Chairman of the Board, of Marvel Entertainment Inc. (NYSE:MVL), from 1999 to 2009.  Marvel was sold at the end of 2009 for more than $4 billion to Disney.  Additionally, Kenneth West, who is a Director Nominee, once served as Executive Vice President and Chief Financial Officer of Marvel Entertainment Inc., under Mr. Cuneo, from 2002 to 2010.  But that’s not all.  Chris Rogers, also a Director Nominee, co-founded Nextel Communications in 1987, which later sold to Sprint Corporation (NYSE:S) in 2005.  From an “operator” standpoint, this team is well covered.

Looking at the “deal-maker” side of this team, we have Michael Minnick, who will be the Chief Investment Officer. Mr. Minnick is a co-founder and Managing Partner at IIG Holdings (which is the “IIG” in “CIIG”) since 2014. Additionally, Mr. Minnick has experience in more than $185 billion in transaction volume, including advisory and debt and equity capital executions at JPMorgan Chase & Co. and The Royal Bank of Scotland Group plc, or RBS.  But the addition of Kristen O’Hara, as another Director Nominee, should really be a valuable addition when it comes to the de-SPACing (arguably, the hardest part of the SPAC process) since she’s a “strategic marketing professional for several global enterprises in the media industry.” Ms. O’Hara was most recently the VP Business Solutions of Snap Inc. (NYSE: SNAP) from September 2018 to October 2018 (albeit, that’s pretty brief), and prior to that, Chief Marketing Officer, Global Media for Time Warner Inc. (now Warner Media, LLC), a position she held since 2011. In summary, this is a compelling team, but what about this SPAC’s structure?  Let’s look at the terms…

This is a 24 months, 100% in trust, 1/2 warrant structure, with the added bell and whistle of an indication of interest (IOI) and the warrant call for shares at $10.00 feature.  The indication of interest of up to $50,265,000 of units in the IPO will be shared among the “direct anchor investors”, which is Blackrock, Inc., and the “indirect anchor investors”, which is Magnetar Financial LLC and Atalaya Capital Management LP.  The indirect anchor investors intend to purchase $16,875,000 of units, while the direct investors the balance or $33,390,000.  So with the IOI, UBS and Barclays really only need to place ~$175 million of units and given both the current appetite for SPAC paper and this team’s credentials, this should be a relatively smooth selling process.

Look for CIIG to price the second week of December.

Summary of terms below:

CIIG merger