Software Acquisition Group III (SWAG) Adds $60M PIPE to Nogin Deal

Software Acquisition Group III (NASDAQ:SWAG) has added $60 million in convertible note financing to its combination with cloud software firm Nogin, which will cover the transaction’s $50 million minimum cash condition.

UBS Asset Management’s Hedge Fund Solutions led the note round, which also drew investment from Tenor Capital Management and Software III CEO Jonathan Huberman. The notes hold a 7% interest rate and are due in 2026. UBS may also increase its investment by $10 million through an accordion feature.

The deal is still expected to close in the second quarter of 2022, after which Nogin is expected to trade on the Nasdaq under the symbol “NOGN”. The deal did not feature a PIPE at announcement, but would now provide about $280 million in total proceeds in a zero-redemptions scenario for Software III.

The parties initially announced the $646 million combination on February 14. Tustin, California-based Nogin delivers Commerce as a Service to leading brands in the fashion, CPG, beauty, health, and wellness industries, specifically to help global brands keep pace with big retail and drive predictable profitability.

It projects to generate about $6.3 million in adj. EBITDA from $49.6 million in revenue in 2022E and was valued in its deal at 6x 2022E revenue.