Southport Acquisition Corporation *

Southport Acquisition Corporation *

Nov 24, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Angel Studios

ENTERPRISE VALUE: $1.56 billion
ANTICIPATED SYMBOL: AGSD

Southport Acquisition Corporation proposes to combine with Angel Studios.

Angel Studios is a community-driven, non-traditional, movie studio that seeks to empower audiences to decide which stories get produced and distributed, while creating communities around each project. Angel Studios was founded in 2013 by CEO Neal Harmon alongside his brothers Daniel, Jeffrey, and Jordan


EXTENSION – 11/13/24 – LINK

  • The SPAC approved the extension from December 14, 2024 to September 30, 2025.
    • 1,125,126 shares were redeemed.
    • No contribution will be made into the trust account.

TRANSACTION

  • The transaction values the combined company at a $1.6 billion pro forma enterprise value.
    • Existing Angel Studios stockholders will roll 100% of their equity in Angel Studios into the combined company.

port overview


SPAC FUNDING

  • No additional funding was disclosed in the transaction overview.

SPONSOR SUPPORT AGREEMENT

  • The Sponsor has agreed to forfeit all of the Southport private placement warrants held by it at the Closing for no additional consideration.

LOCK-UP

  • Company and Sponsor
    • One year from the Closing
      • 33% will be released if the share price equals or exceeds $12.50 for any 20 out of 30 trading day at least 30 days after the Closing.
      • 50% will be released if the share price equals or exceeds $15.00 for any 20 out of 30 trading day at least 30 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred on or before December 14, 2024 (which shall automatically be extended to September 30, 2025 subject to approval of Southport’s stockholders to extend the deadline to consummate a business combination).

ADVISORS

  • Company
    • Mayer Brown LLP is acting as legal advisor to Angel Studios.
  • SPAC
    • Oppenheimer & Co. is serving as financial and capital markets advisor to Southport.

EXTENSION – 3/14/24 – LINK

  • The SPAC approved the extension from March 14, 2024 to December 14, 2024.
    • 2,986,952 shares were redeemed.
    • No contribution will be made into the trust account.

EXTENSION – 6/9/23 – LINK

  • The SPAC approved the extension from June 14, 2023 to September 14, 2023, and has the option to further extend up to six times for an additional one month each time up to March 14, 2024.
    • 18,849,935 shares were redeemed at the meeting for $10.49 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 5/26/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 4,000,000 shares
    • The Sponsor will transfer 1,499,996 Class B shares to the non-redeeming shareholders
      • 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and
      • An additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024.
  • The Non-Redeeming shareholder agreed to purchase at least 2,571,922 shares of Class A Common Stock in the open market and/or through negotiated private transactions and elect not to redeem such shares in connection with the Special Meeting.

MANAGEMENT & BOARD


Executive Officers

Jeb Spencer, 52
Chief Executive Officer and Director

He is the co-founder and managing partner of TVC Capital, a software focused, growth equity fund, a position he has held since 2006. He has been a chief executive officer, investor and board member of SaaS companies and currently serves on the board of directors of 8 software companies: SpringBig (since 2020); GrowFlow (since 2020); SmartAction (since 2018); SimpleNexus (since 2018); MediaPlatform (since 2015); Centage Corporation (since 2014); Levels Beyond (since 2012); and ReverseVision (since 2012). Mr. Spencer previously served on the board of directors of 7 other software companies, including Docupace Technologies (2016 to 2020); EdgeWave (2014 to 2019); Accordent Technologies (2006 to 2011) and Ellie Mae, Inc. (previously NYSE: ELLI) (2011 to 2019). At Ellie Mae, a leading provider of automation software for the mortgage industry which is now a subsidiary of Intercontinental Exchange, Inc (NYSE: ICE), Mr. Spencer also served as the Chair of the board’s M&A Committee. Mr. Spencer was formerly the chief executive officer of Del Mar Datatrac, Inc., a provider of mortgage origination software to the mid-market that was sold to Fiserv (NASDAQ: FISV) in 2005 and to Ellie Mae in 2011. As managing partner of TVC Capital, he was involved in a $20 million Series A financing and a $108 million Series B financing in 2018 and January 2021, respectively, in which TVC Capital invested alongside Insight Partners in SimpleNexus, a homeownership software company which, on November 16, 2021, entered into a business combination agreement for its acquisition bynCino, Inc (NASDAQ; NCNO) in a stock and cash transaction that is valued at approximately $1.2 billion and is expected to close by January 31, 2022. SimpleNexus operates a digital homeownership platform for loan officers, borrowers and real estate agents that unites the people, systems and stages of the home buying process into a single end-to-end experience. The SimpleNexus platform serves independent mortgage banks, banks and credit unions, and loan originators in the United States. Mr. Spencer holds a B.A in Political Science from Boston College and an MBA from Harvard Business School.



Board of Directors

Jared Stone, 50
Chairman

From 2001 to 2015, he was a co-founder, managing director and member of the investment committee of Northgate Capital, a global private equity investment firm, where he and his partners raised and invested approximately $4.5 billion in private equity capital. Mr. Stone co-led an investment in Del Mar Datatrac, a provider of mortgage origination software to the mid-market that was sold to Fiserv (NASDAQ: FISV) in 2005 and to Ellie Mae in 2011. Since 2014, he has served on the board of directors of Centage Corporation, a cloud planning, budgeting and forecasting software company. Prior to graduate school, Mr. Stone began his career at McKinsey & Company and then worked at Onex Corporation, Greenwich Street Capital Partners and Bain Capital. He holds a B.A. in Honors Economics from Brigham Young University, an MBA from Harvard Business School and a J.D. from Yale Law School.


Sigmund Anderman, 79
Director

In 1997, he co-founded Ellie Mae, Inc. (previously NYSE: ELLI). At Ellie Mae, Mr. Anderman served as chief executive officer and chairman of the board of directors from 1997 through January 2015 and as executive chairman of the board of directors from February 2015 until April 2019 when Ellie Mae was acquired by Thoma Bravo, a private equity firm that subsequently sold Ellie Mae to Intercontinental Exchange, Inc. (NYSE: ICE). Mr. Anderman co-founded American Home Shield Corporation, a home warranty company, in 1973, and served as its general counsel until 1979 and as its chief executive officer from 1979 to 1982. Mr. Anderman founded CompuFund, Inc., a computerized mortgage banking company, in 1982 and served as its chief executive officer until 1991. Mr. Anderman founded Inspectech Corporation, a computerized home inspection company, in 1991 and served as its chief executive officer until 1998. Mr. Anderman was named one of the “Ten Most Influential People in the Mortgage Industry” in 2005 by Inman News and received the Distinguished Career Award from the Executive Roundtable for Mortgage Finance in 2019. Mr. Anderman serves on the boards of certain nonprofit institutions, including Natural Resources Defense Council Action Fund (since 2014) and the Springboard Initiative (Chairman and President since 2015). Mr. Anderman holds a B.A. in Education from City College of New York and a J.D. from New York University Law School.


Cathleen Schreiner Gates, 67
Director

Ms. Schreiner Gates has been the chief executive officer of SimpleNexus since May 2021 and a member of its board of directors since March 2020. She served as the President of SimpleNexus from August 2020 until she became the company’s chief executive officer. Prior to SimpleNexus, she was the executive vice president of Sales and Marketing at Ellie Mae, Inc. (previously NYSE: ELLI), now a subsidiary of Intercontinental Exchange, Inc (NYSE: ICE), from March 2015 to July 2019 and was senior vice president of Sales and Client Services at Ellie Mae from February 2012 to March 2015. Ms. Schreiner Gates is the chief executive officer of Trifecta Consulting LLC, a company she founded in 2019. She has spent the last 10 years in the mortgage FinTech sector and has over 30 years of experience in enterprise software/SaaS, spanning multiple industries and ranging from venture-backed, early-stage companies to larger public companies, all with a high-growth focus. Ms. Schreiner Gates has been a speaker at industry events and is an active supporter of women-in-leadership organizations. She holds a B.A. in French Literature and an MBA from Rutgers University.


David Winfield, 69
Director

He is a former MLB player with broad experiences in professional sports, business, media and philanthropy. In his 22 year MLB career following his collegiate baseball career at the University of Minnesota, Minneapolis, Mr. Winfield won a World Series Championship, appeared in 12 All-Star Games and was inducted into the National Baseball Hall of Fame in his first year of eligibility. Subsequent to his baseball career, in 1995, he established Winfield & Winfield, Ltd., a personal services corporation that provides business development, consulting and advocacy services for corporate, sports, education and government entities, where he has served as President since its inception. In addition, Mr. Winfield created and headed the Winfield Foundation, a foundation which provided health and education services to youth and communities nationwide from 1975 to 1997.


Matthew Hansen, — [Appointed 1/6/22]
Director

Mr. Hansen is the founder and a former chief executive officer of SimpleNexus, a homeownership software company with a digital homeownership platform for loan officers, borrowers and real estate agents that was recently acquired by nCino, Inc. (NASDAQ; NCNO). Mr. Hansen founded SimpleNexus in 2011 and served as its chief executive officer until May 2021. Mr. Hansen has over 20 years of software development experience. Prior to founding SimpleNexus, Mr. Hansen designed and led the implementation of enterprise software systems for multiple companies. From 2009 to 2014, Mr. Hansen led the Development Architecture Team of Simplifile, a company that connects lenders, settlement agents and counties and enables e-recording and document management of mortgage documents. Prior to Simplifile, Mr. Hansen was the Development Team Lead of Amirsys, Inc. from 2005 to 2009. At Amirsys, Inc., he led a team of software engineers to build STATdx, an imaging diagnostic tool for radiologists. Mr. Hanson also developed a point-of-sale system software for Micron.


Jennifer Nuckles, — [Appointed 1/6/22]
Director

Ms. Nuckles is an Executive Vice President and the Group Business Unit Leader – Partnerships, Content, @ Work, Lantern, Relay and Protect at SoFi Technologies, Inc. (NASDAQ: SOFI)(“SoFi”), a digital personal finance company, a position she has held since March 2020. She was Business Unit Leader – Marketplace, Enterprise, Partnerships and Content at SoFi from June 2019 to March 2020. Prior to joining SoFi, she was the Chief Marketing Officer of several consumer technology companies, including Doctor on Demand (2016 – 2019) and Zynga (NASDAQ: ZNGA) (2014 – 2016). Ms. Nuckles spent almost a decade in leadership positions at The Clorox Company, running well-known household-name brands. She began her career in consulting covering consumer and media at Arthur Andersen. Ms. Nuckles is a member of the board of directors of R-Zero, a biosafety technology company. Ms. Nuckles holds an MBA from Harvard Business School and a B.A. from the University of California. She is a Certified Public Accountant.