Software Acquisition Group, Inc.

Software Acquisition Group, Inc.

Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: CuriousityStream


ESTIMATED CURRENT FUNDS in TRUST: $150.1 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.04*
ENTERPRISE VALUE: $311 million

*SPACInsider estimate a/o 10-11-20

Software Acquisition Group, Inc., proposes to combine with CuriosityStream, a streaming media company devoted to factual entertainment.  Their documentary series and features cover topics from space exploration to adventure to the secret life of pets, empowering viewers of all ages to fuel their passions and explore new ones.

Highlights

  • CuriosityStream currently serves over 13,000,000 paying subscribers in over 175 countries and territories.
  • The CuriosityStream on-demand menu currently contains over 3,100 titles including over 900 exclusive originals.
  • CuriosityStream has embarked on an original production and content acquisition plan that it projects will achieve a streaming library of more than 11,000 premium factual titles within five years.
  • CuriosityStream’s SVOD service is offered direct to consumers (DTC) for $2.99 per month or $19.99 per year.
    • In addition to offering consumers the opportunity to subscribe to CuriosityStream directly or through partner distributors on an a la carte basis,
    • CuriosityStream is also undergoing rapid distribution growth due to a “bundled” partnership plan through which distributors can provide CuriosityStream’s SVOD service and/or CuriosityStream’s customized linear channels to any significant customer segment through flexible pricing and packaging options.
  • CuriosityStream believes it has developed a uniquely durable, scalable and recurring five pillar revenue stack:
    • (1) direct-to-consumer subscription sales on its website and custom apps and through partner platforms;
    • (2) bundled distribution of CuriosityStream’s SVOD service and optional linear channels on partner platforms;
    • (3) Fortune 500 CSR and Association partnerships;
    • (4) traditional advertising sales and integrated multiplatform brand partnerships; and
    • (5) content licensing to major networks, studios, and distributors.
  • CuriosityStream is available worldwide for viewing on all leading mobile, tablet, computer, and TV platforms including smart TVs such as Sony, LG, Samsung, and Visio;
    • Interface devices such as Roku, Amazon Fire TV, Xbox One, Chromecast, and Apple TV;
    • Mobile platforms such as Android devices and Apple iPhones and iPads.
  • CuriosityStream monthly subscriptions are also offered through distribution partners including Comcast Xfinity, Apple TV+, Amazon Prime Channels, Sling TV, YouTube TV, Cox, Dish, and T-Mobile.

TRANSACTION

  • The aggregate consideration to be paid in the Merger is $302,098,500
  • $25 million PIPE investment at $10.00 per share to support the business combination. The PIPE investment includes significant commitments from existing investors in CuriosityStream, insiders of Software Acquisition Group, existing Software Acquisition Group investors and new institutional investors.
  • Implied enterprise value of approximately $331 million and equity value of approximately $512 million.
  • At closing of the transaction the combined company will have zero debt and an estimated $180 million of cash on the balance sheet (assuming no redemptions of Software Acquisition Group stock)
  • John Hendricks, founder of the Discovery Channel and former Chairman of Discovery Communications, will remain Chairman of the Board as well as the combined company’s largest shareholder.
  • CuriosityStream will continue to operate under the current management team led by Clint Stinchcomb, President and CEO, a media executive with more than 25 years’ experience launching networks and developing and monetizing content, including as the key executive who launched Discovery’s digital networks.

SAQN transaction summary 8-11-20


PIPE

  • An aggregate of 2,500,000 shares of Class A Common Stock for an aggregate purchase price of $25,000,000
  • The PIPE investment includes commitments from existing investors in CuriosityStream, insiders of Software Acquisition Group, existing Software Acquisition Group investors and new institutional investors.

NOTABLE CONDITIONS TO CLOSING

  • The Available Cash available in Software Acquisition Group’s trust account transferred to the Surviving Company is equal to or greater than $60,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • If the Transactions have not been consummated on or prior to January 31, 2021 (subject to extensions for delays as set forth in the Merger Agreement).

ADVISORS

  • Stifel is acting as exclusive financial advisor to CuriosityStream.
  • B. Riley FBR is acting as exclusive financial advisor and private placement agent to Software Acquisition Group.
  • Arnold & Porter is serving as legal advisor to CuriosityStream.
  • Kirkland & Ellis LLP is serving as legal advisor to Software Acquisition Group.

SOFTWARE ACQUISITION GROUP MANAGEMENT & BOARD


Executive Officers

Jonathan S. Huberman, 54
Chairman, CEO & CFO

Mr. Huberman has over 25 years of high-tech business leadership experience. From 2017 to 2019 Mr. Huberman was Chief Executive Officer of Ooyala, a provider of media workflow automation, delivery and monetization solutions, which he and Mike Nikzad, our Vice President of Acquisitions and Director nominee, acquired from Telstra in 2018. Together with Mr. Nikzad, they turned around an underperforming company and sold Ooyala’s three core business units to Invidi Technologies, Brightcove (NASDA:BCOV) and Dalet (EPA: DLT), major players in the same sector. Previously, Mr. Huberman served as the Chief Executive Officer of Syncplicity, a SaaS enterprise data management company, which he sourced and acquired from EMC and engineered an exit to Axway (EPA: AXW). Prior to this, from 2013 to 2015, Mr. Huberman was the Chief Executive Officer of Tiburon, an enterprise software company serving the public safety sector which he sold to Tritech Systems, and before that he was the Chief Executive Officer at Iomega Corporation (NYSE: IOM), a consumer and distributed enterprise storage solutions provider. After Iomega was acquired by EMC Corporation in 2008, Mr. Huberman served as President of the Consumer and Small Business Division of EMC. In addition to his experience leading turnarounds and exits at five technology companies, Mr. Huberman spent nine years as an investor for the Bass Family interests where he led investments in private and public companies. He also had senior roles leading the operations of the technology investments of the Gores Group and Skyview Capital. In the last five years he has served as a director of Aculon, Inc., a privately held provider of easy-to-apply nanotech surface-modification technologies, as well as Venture Corporation Limited (SGX:V03) a high-tech design and manufacture firm based in Singapore. Mr. Huberman holds a Bachelor of Arts in Computer Science from Princeton University and an MBA from The Wharton School at the University of Pennsylvania.


Mike Nikzad, 55
Vice President of Acquisitions & Director Nominee

Mr. Nikzad has over two decades of business leadership experience in software, technology and consumer electronics companies, where he has worked on numerous corporate turnarounds and exits. Mr. Nikzad was President and Chief Operating Officer at Ooyala from 2017 until its sale in 2019. Prior to Ooyala, in the last five years Mr. Nikzad has held C-suite positions and led company operations at Syncplicity, a SaaS enterprise data management company and NewNet Communication Technologies, a telecommunications company, as well as serving as an Operating Partner at SilverStream Capital. Prior to this, he also held management and executive positions in EMC Corp’s (NYSE: EMC) Consumer and Small Business division and at Iomega Corporation, a consumer and distributed enterprise storage solutions provider. Mr. Nikzad has a Bachelor of Science degree in Mechanical Engineering from Utah State University and has completed the Stanford GSB Strategic Marketing Management Program.


 

Board of Directors

Andrew K. Nikou, 42
Director Nominee

Mr. Nikou is the Founder and Chief Executive Officer of OpenGate, a global private equity firm specializing in the acquisition and operation of businesses to create new value through operational improvements, innovation and growth. To date, OpenGate, through its legacy and fund investments, has executed more than 30 acquisitions including corporate carve-outs, management buy-outs, special situations and transactions with private sellers across North America and Europe. As of March 29, 2019, OpenGate Capital Management, LLC (the firm’s registered investment advisor) managed approximately $802 million in client assets on a discretionary basis. Prior to this, from 2001 to 2004, Mr. Nikou worked in business development for Platinum Equity, where he established their European Business Development operations in Paris, France. Of the nearly 20 pre-fund investments made by affiliates of OpenGate, a few were in distressed entities that subsequently filed for bankruptcy. Mr. Nikou has been named as a defendant in certain adversarial proceedings related to such bankruptcy cases alleging various claims, which Mr. Nikou vigorously disputes, believes to be meritless, and is aggressively contesting. Mr. Nikou holds a Bachelor of Science in Finance from the Marshall School of Business at the University of Southern California.


C. Matthew Olton, 53
Director Nominee

Mr. Olton has been Senior Vice President, Strategy and Corporate Development at Tenable Holdings, Inc. (NASDAQ:TENB), a cyber exposure protection provider, since August 2019. Prior this, he was Senior Vice President, Corporate Development and Ventures, at Symantec Corporation (NASDAQ:SYMC). In this role, Mr. Olton oversaw Symantec’s global mergers and acquisitions activity and managed Symantec’s corporate venture investments. He also led Symantec’s integration management function. Prior to joining Symantec, he was Senior Vice President, Corporate Development at Dell Technologies Capital from 2016 to 2018, and was responsible for global mergers and acquisitions and related activity for the family of companies that comprise Dell Technologies including Dell, Dell EMC, Pivotal, RSA, Secureworks, Virtustream and Boomi. Prior to Dell Technologies Capital, Matt was Senior Vice President, Corporate Development at EMC Corporation from 1999 to 2016. Mr. Olton started his career as an M&A attorney at Skadden, Arps, Slate, Meagher & Flom. He has a Bachelor of Arts from Wesleyan University, a J.D. from Boston University School of Law and an MBA from Northeastern University.


Stephanie Davis, 55
Director Nominee

Ms. Davis has since 2017 served as a Senior Client Partner at Korn Ferry where she leads the Private Equity/Technology practice in North America and is a member of the CEO & Board practices and the Global Technology Practice. She is an expert in executive talent and leadership and has spent over two decades working with Chief Executive Officers to build their leadership capabilities and teams. Ms. Davis works extensively with public and private company board of directors on succession and board recruitment. She is a frequent speaker on board governance and women in the boardroom. Since 2019, Ms. Davis has been a member of the board of directors of biopharmaceutical company, Athenex (NASDAQ:ATNX). Prior to joining Korn Ferry in 2017, Ms. Davis spent 17 years at Spencer Stuart where she was a member of the CEO & Board Practice. During her tenure, she co-founded the Business/ Technology Services practice, led the Software practice, and managed global private equity relationships. Ms. Davis has a Bachelor of Science in Engineering from Princeton University and an MBA from Harvard Business School.


Steven Guggenheimer, 54
Director Nominee

Mr. Guggenheimer has since 2018 served as Corporate Vice President of Microsoft Corporation (NASDAQ: MSFT) responsible for its artificial intelligence business as well as Microsoft’s engagement with its independent software vendor partners. Over his 26 years at Microsoft, Mr. Guggenheimer has held leadership roles in strategically important areas including close to a decade helping to build Microsoft’s hardware and software ecosystem as the head of Developer Evangelism (DX) and the OEM division from 2008 to 2018. He has also worked on the product teams for Microsoft’s Application Platform, Windows, IE, MSN, SQL Server, Visual Studio and more. Mr. Guggenheimer received a Bachelor’s degree in Applied Physics from the University of California, Davis, and a Master’s Degree in Engineering Management from Stanford University.


Dr. Peter H. Diamandis, 58
Director Nominee

Mr. Diamandis is the Founder and Executive Chairman of the XPRIZE Foundation, a non-profit foundation which since 1996 has designed and operated large-scale incentive competitions. He is also the Executive Founder of Singularity University, a graduate-level Silicon Valley institution founded in 2008 that counsels the world’s leaders on exponentially growing technologies. He is the Vice Chairman and co-Founder of Human Longevity, Inc., a company focused on extending the human lifespan, since 2014 and the Vice Chairman and co-Founder of Celularity Inc., a commercial-stage cell therapeutics company delivering allogenic cellular therapies engineered from the postpartum human placenta. As an entrepreneur, Dr. Diamandis has started over 20 companies in the areas of longevity, space, venture capital and education. Dr. Diamandis also co-founded BOLD Capital Partners, a venture fund investing in exponential technologies, in 2015, and is a New York Times Bestselling author. He earned degrees in Molecular Engineering and Aerospace Engineering from MIT and holds an M.D. from Harvard Medical School.