Digital-media survivors’ urge to merge

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Digital-media companies that survived the pandemic are now rushing to join forces as they scramble to battle the tech giants for ad dollars. 

The most recent example is a bit complex as it involves an esoteric — but wildly popular — financial vehicle known as a Special Purpose Acquisition Company. A SPAC is essentially a shell company that raises cash via an initial public offering to buy or merge with a real company and takes over its stock listing. 

Last year, SPACs became an uber-popular alternative to traditional initial public offerings and to traditional mergers — resulting, for example, in deals with sports-betting outfit DraftKings and space-and-travel company Virgin Galactic. 

Enter Group Nine Media, whose Web sites include Thrillist, ­TheDodo, NowThis, Seeker and PopSugar, and which is 25 percent owned by Discovery. 

The media company has now launched its own SPAC to help it combine with another target business in the digital-media space. 

The Group Nine Acquisition Corp. SPAC launched on the Nasdaq Friday with a goal of raising $200 million in an initial public offering that will close on Wednesday. Group Nine Media will walk away with a 20 percent stake in the SPAC. 

Separately, Bustle Digital Group’s Bryan Goldberg is reportedly looking to merge with a SPAC in a deal that could help take it public. Reuters reported this month that Bustle, whose titles include fashion magazine W and Bustle, is aiming for a valuation of at least $600 million, ­including debt. 

It recently hired investment bank Farvahar Partners to identify an attractive deal with a SPAC, a source told Reuters. 

It’s unclear if Group Nine’s SPAC might merge with Bustle. But efforts by digital-media companies to beef up via SPACs aren’t expected to slow anytime soon as the industry seeks new ways to wrestle online ads from Google and Facebook, which currently command 60 percent of all digital-ad dollars. 

Digital-media companies were hard hit at the start of the pandemic in March and April. But they’re now projected to grow in the double-digit range this year, faster than the rest of the industry. 

And that will open the door for survivors to scoop up other digital players at bargain prices. 

Some of that was seen last year when telecom giant Verizon reached a deal to sell its money-losing HuffPost to Jonah Peretti’s BuzzFeed. 

Terms of the deal were not disclosed, but the companies say they plan to syndicate content across each other’s platforms, explore monetization opportunities and leverage emerging ad formats. 

Peretti, founder and CEO of BuzzFeed, was a co-founder of HuffPost when it was launched as the Huffington Post with Arianna Huffington in 2005. 

Trading under the symbol GNACU, the Group Nine SPAC appears to be off to a good start after two days of trading on Nasdaq. Its shares closed Tuesday at $10.75, down 3 percent on the day but still above its Jan. 15 opening price of $10. The company said initially it hoped to sell 20 million shares and after underwriting costs reap $189 million. 

A successful fundraising could help mark the beginning of a dramatic turnaround for Group Nine, which in April was forced to lay off just over 50 staffers, 7 percent of its workforce, and furlough additional staffers. 

The Group Nine SPAC will be run by Ben Lerer, who also serves as Group Nine’s CEO and as a managing director at Lerer Hippeau, a large investor in the media company. 

Brian Sugar, whose women’s- lifestyle site PopSugar was acquired by Group Nine, will be president of the SPAC. 

Via a filing, the SPAC said it was granting 25,000 shares each to its two newest board members: former Time Warner CEO Richard D. Parsons, who is now co-founder and partner of Imagination Capital and a director of Lazard Ltd and Lazard Group; and Jen Wong, the COO of Reddit and former president of digital at Time Inc. when it was an independent public company before its $2.8 billion acquisition by Meredith in early 2018. 

In its S-1 Securities and Exchange Commission new-stock filing, the SPAC said it could seek to raise up to another $30 million. The company did not disclose the profit and losses of Group Nine Media, but said that, as of last Nov. 13, it had “working-capital deficiencies of $162,282.” 

It added: “Further, we expect to incur significant costs in the pursuit of initial business combinations.” 

It also said it has not yet identified any specific targets. 

In the first nine months of 2020, SPAC IPOs raised $44 billion — more than triple the sum for the same period in 2019, according to data from Refinitiv.

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