Foley-Backed SPAC Reaches Merger Deal With System1 Marketing Firm


Marketing firm System1 agreed to go public through a merger with a blank-check firm backed by Bill Foley, in a deal valuing the combined company at $1.4 billion including debt.

The transaction with Foley’s Trebia Acquisition Corp. will provide about $175 million to fund the new company’s growth and acquisitions, according to a statement Tuesday that confirmed an earlier Bloomberg News report.

The transaction includes as much as $600 million in financing, consisting of a $200 million equity backstop from Foley’s Cannae Holdings Inc. as well as debt. Concurrent with the transaction, System1 is combining with, which develops security and privacy subscription products.

System1 co-founder Michael Blend will continue in his current roles as chief executive officer and chairman, with Foley and Trebia Chairman Frank Martire joining System1’s board, the statement shows.

Trebia is one of several special purpose acquisition companies launched by Foley, who has risen to the top tier of backers during the SPAC surge of the past year.

“There’s tremendous opportunity for future growth, both organically and inorganically, and they’ve been showing that on both fronts,” Martire said of System1. “We’ve got an attractive entry valuation, we believe.”

Read More: SPAC Poster Boy Bill Foley Strikes Again: Bloomberg Deals

Trebia, named after a historic European battle like some other Foley-backed SPACs, raised $517.5 million including so-called greenshoe shares in an initial public offering in June 2020. The largest of Foley’s SPACs, Foley Trasimene Acquisition Corp. II, raised $1.47 billion in August and later agreed to acquire Paysafe Ltd.

Founded in 2013, System1 is based in Venice, California and describes itself as an omnichannel customer acquisition platform. The company’s brands include Startpage, and MapQuest, according to its website. Other than advertising, the company also offers privacy and security software as a service, its CEO Blend said.

The way System1 generates data -- through its own platform rather than buying third-party information -- will differentiate it in a privacy conscious era, said co-founder Blend.

“Our platform does not do any of the intrusive advertising that relies on third-party cookies, the changes that Google and Apple are really designed to combat,” he said. “Our revenue size, our profitability and our growth we think makes us pretty different from a lot of the other SPAC announcements out there.”

Evercore Inc. worked as financial adviser to System1. Bank of America Corp. was lead financial and capital markets adviser to Trebia and provided the committed debt financing. Credit Suisse Group AG and Moelis & Co. also acted as capital markets advisers to the SPAC.

The combined company will trade on the New York Stock Exchange under the “SST” ticker, according to Tuesday’s statement.

©2021 Bloomberg L.P.

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