Proceeds from the Combination will include
up to $288 Million in Trust and an Additional $150 Million in
Convertible Note Financing
BuzzFeed also Announces Plans to Acquire
Complex Networks
- BuzzFeed will become publicly listed via a merger with 890
Fifth Avenue Partners Inc. (Nasdaq: ENFA), a publicly-traded
special purpose acquisition company, or SPAC, which holds $288
million in cash in its trust account
- BuzzFeed has also secured approximately $150 million in
convertible note financing led by Redwood Capital Management and
including CrossingBridge Advisors, Cohanzick Management, and Silver
Rock Financial LP
- BuzzFeed’s implied valuation at deal-closing will be $1.5
billion
- As part of the transaction, BuzzFeed plans to acquire Complex
Networks, a leading global youth network with unparalleled
engagement among millennials and Gen Z
- BuzzFeed will be the leader of the next generation of media
with a strong portfolio of brands in key categories: Complex
Networks, featuring a mix of streetwear/fashion, food, music, and
sports content; BuzzFeed News + HuffPost News, Pulitzer
Prize-winning news organizations; BuzzFeed, the leading digital
media entertainment brand; Tasty Lifestyle Brands, the leading
digital food brand and a number of other beloved brands that
produce lifestyle and identity-focused content
- The transaction is expected to close in Q4 2021; the parent
company will be known as BuzzFeed Inc. and trade its shares of
common stock on a public exchange under the ticker symbol
“BZFD”
BuzzFeed, the leading tech-powered media company for digital
content and commerce for millennial and Gen Z audiences, announced
today that it will merge with 890 Fifth Avenue Partners Inc.,
(Nasdaq: ENFA) a tech, media and telecom Special Purpose
Acquisition Company (“SPAC”) to become a public company. 890 Fifth
Avenue Partners Inc. has $288 million in trust. The transaction
includes an additional $150 million in convertible note financing
led by Redwood Capital Management and including CrossingBridge
Advisors, Cohanzick Management, and Silver Rock Financial LP. The
parent company will be known as BuzzFeed Inc. after the merger and
listed on the public market under the ticker symbol “BZFD.”
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210624005657/en/
Jonah Peretti, BuzzFeed Founder and CEO
(Photo: Business Wire)
BuzzFeed’s management team will remain in place, with Jonah
Peretti, BuzzFeed’s Founder and CEO, and Felicia DellaFortuna, its
CFO, continuing in their roles along with other executive team
members. In addition, Adam Rothstein, Executive Chairman of 890
Fifth Avenue Partners Inc., and Greg Coleman, an advisor to 890
Fifth Avenue Partners Inc. and former BuzzFeed President, will join
BuzzFeed’s Board of Directors. Two additional board members will
also be announced in the coming months bringing additional
expertise and representation to the combined company.
“BuzzFeed is now the undeniable leader for the next generation
of media. We’ve built a slate of essential brands, loved by the
most diverse, engaged, and loyal audience on the Internet,”
Peretti said. “With today’s announcement, we’re taking the
next step in BuzzFeed’s evolution, bringing capital and additional
experience to our business. I am thrilled to have Adam join our
team as we work towards becoming the world’s preeminent digital
media company.”
Peretti added, “the acquisition of Complex Networks will
expand our reach into new audiences, complement our entertainment,
news, and lifestyle brands, and open the door to even more revenue
opportunities.”
Rothstein added, “We looked at many different media
businesses but none had the kind of brands, digital assets or
business model that BuzzFeed does and which we believe can achieve
the kind of meaningful growth and returns for our investors. Jonah
and his team have built an incredible business. They are resilient,
smart, and innovative which will be important as we move
ahead.”
As part of the transaction, Peretti and Rothstein also announced
an agreement with Hearst and Verizon to acquire Complex Networks, a
global youth entertainment company with massive reach through
content and events spanning streetwear and style, food, music,
sneakers, and sports. The $300 million acquisition - made up of
$200 million in cash and $100 million of equity in BuzzFeed - will
be completed simultaneously with the closing of BuzzFeed’s merger
with 890 Fifth Avenue Partners Inc., and will immediately
accelerate BuzzFeed’s revenue growth through synergies and
monetization opportunities, and solidify BuzzFeed’s leadership as
the preeminent youth digital media platform.
With this acquisition, BuzzFeed becomes even better-positioned
to thrive in an age of media consolidation. BuzzFeed has a strong
portfolio of brands in key categories: Complex Networks,
encompassing streetwear and fashion, food, music, and pop culture;
two Pulitzer-Prize winning newsrooms, BuzzFeed News and
HuffPost; BuzzFeed Entertainment, the flagship
entertainment brand that curates the Internet and culture, and
brings joy to its audience with quizzes, lists, and more; and
Tasty Lifestyle Brands, which includes the world's
largest food network and several other lifestyle brands that help
its audiences live better.
In the years ahead, BuzzFeed will continue to be home to the
strongest brands and creators in media, standing up for the values
of an increasingly diverse audience. Brands within BuzzFeed receive
strong administrative support, a close partnership with BuzzFeed’s
sales and commerce teams to power new revenue lines, and
distribution across the broader BuzzFeed network. This has been
made possible by a now-thriving diversified revenue model and a
seamless technology platform built over the past several years.
Brands and creative leaders within BuzzFeed maintain their
independence, and are empowered to do their best work and reach the
broadest possible audience. This model will attract the best
digital media founders and CEOs, making BuzzFeed a place where the
visionaries of our industry come together to build the future of
media.
BuzzFeed investment highlights include:
- Globally recognized iconic digital brands (BuzzFeed, Tasty,
HuffPost, BuzzFeed News, Complex Networks) with massive, reach and
engagement
- Modern media company platform built on technology and data
designed to rapidly scale and monetize digital content
- Demonstrated foundation for organic and acquisition-led
growth
- Accelerating sustainable and profitable growth
- Positive net earnings from three distinct, complementary lines
of business, and projected CAGR of 26% with growing EBITDA margin
through 2024
- Leading digital content platform with a highly engaged user
base of Gen Z and Millennials that spends 806M minutes per month
across BuzzFeed properties, HuffPost, and Complex (Comscore, Oct.
2020)
- Founder-led innovative management team with a track record of
driving digital trends and adapting for the future
BuzzFeed was founded by Jonah Peretti in 2006 with a focus on
building a new media business model for the Internet and social
media world. BuzzFeed’s mission is to spread truth and joy, by
creating content that entertains, informs, and helps people
discover new products, experiences, and communities. BuzzFeed was
born on the Internet, and is committed to making it a force for
good. BuzzFeed content curates the Internet, and acts as an
“inspiration engine” for its audience, driving both online and
real-world action and transactions.
The company’s portfolio of iconic brands is synonymous with the
Internet itself: BuzzFeed, BuzzFeed News, Tasty, HuffPost and
following the transaction, Complex Networks. These brands reach a
broad and diverse audience with significant cross-platform
engagement. BuzzFeed has developed a scalable, repeatable,
data-driven flywheel to ensure a steady flow of fresh and relevant
content. BuzzFeed’s content is known for its unique perspective on
contemporary culture, with distribution across a network of owned
and operated sites and applications, as well as third-party
platforms and social media channels.
BuzzFeed started as a lab in New York’s Chinatown, experimenting
with ways the Internet was changing how content is consumed,
distributed, interacted with, and shared. This pioneering work was
followed by a period of explosive growth, and BuzzFeed became a
household name. Over the last two years, the company evolved its
business model. With innovation and discipline, BuzzFeed
accelerated monetization by introducing new, diverse, and
complementary revenue streams, including advertising, content, and
commerce. BuzzFeed reached an inflection point in 2020, achieving
profitability. The transactions announced today, including the
Complex Networks acquisition, will enable the next phase of growth
and opportunity for BuzzFeed.
Transaction Overview
The transaction has been approved by the boards of directors of
both BuzzFeed and 890 Fifth Avenue Partners. The transaction is
expected to close in the fourth quarter of 2021, subject to the
satisfaction of customary closing conditions, including the
approval of 890 Fifth Avenue Partners’ stockholders.
The transaction is expected to deliver approximately $288
million of cash held in 890 Fifth Avenue Partners’ trust account
from its initial public offering in January 2021. The transaction
is further supported by a $150 million convertible note financing
from institutional investors, led by Redwood Capital Management and
including CrossingBridge Advisors, Cohanzick Management, and Silver
Rock Financial LP.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by 890 Fifth
Avenue Partners Inc. today with the Securities and Exchange
Commission (“SEC”) and available at www.sec.gov.
Advisors
BofA Securities is acting as financial advisor to BuzzFeed on
the combination with 890 Fifth Avenue and the acquisition of
Complex Networks. Fenwick & West LLP is acting as legal counsel
to BuzzFeed. Cowen is acting as financial advisor, capital markets
advisor, and lead placement agent for 890 Fifth Avenue Partners
Inc. BraunHagey & Borden LLP is serving as legal counsel to 890
Fifth Avenue Partners Inc. Allen & Company LLC is acting as
financial advisors and Reed Smith LLP is acting as legal counsel to
Complex. Additional advisors for 890 Fifth Avenue Partners include
CrossingBridge Advisors, LLC and Cohanzick Management, LLC. Cowen
and Company, BofA Securities, and Craig-Hallum are acting as
placement agents on the convertible note.
About 890 Fifth Avenue Partners Inc.
890 Fifth Avenue Partners Inc.
is a special purpose acquisition company that specializes in
converging technology, media, and telecommunications opportunities.
They are investment partners that focus on supporting companies’
strategic growth within the media and telecommunications industry,
which is undergoing an unprecedented amount of disruption over an
extraordinarily accelerated time frame. 890 Fifth Avenue Partners
Inc. is led by seasoned media veterans who are uniquely positioned
to advise both legacy assets and emerging growth platforms to scale
through strategic combinations.
About BuzzFeed
BuzzFeed is the world's leading tech-powered, diversified media
company that reaches hundreds of millions globally through its
cross-platform news and entertainment network. The company produces
articles, lists, quizzes, videos, and original series; lifestyle
content through brands including Tasty, the world's largest social
food network; original reporting and investigative journalism
through BuzzFeed News and HuffPost; an industry-leading affiliate
business, strategic partnerships, licensing and product development
through BuzzFeed Commerce; and original productions across
broadcast, cable, SVOD, film and digital platforms for BuzzFeed
Studios.
About Complex Networks
Complex Networks champions the people, brands, and new trends
you need to know now, will obsess over next, and we build consumer
universes around them. From pop culture and style (Complex), food
entertainment (First We Feast), music discovery (Pigeons &
Planes), sneaker news (Sole Collector) to our festival of cultural
convergence (ComplexCon) — we're what a modern entertainment
company looks like and what others have followed since 2002.
Complex Networks creates and distributes programming with premium
distributors, including Netflix, Hulu, Corus, TBS and truTV, Snap,
Spotify, Tempo, and Roku. Our content spans music to movies, sports
to video games, fashion to food, and more. We reach a coveted 18 to
34-year-old male audience and are a Top 3 entertainment network for
females 18 to 34 in the U.S., per Comscore.
About Redwood Capital Management, LLC
Redwood Capital Management, LLC is an SEC-registered investment
advisor founded in 2000. Through its numerous investment vehicles,
the firm focuses on opportunistic credit, direct lending and other
special situation investments across a broad range of industries
and geographies.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release may be considered
forward-looking statements. Forward-looking statements generally
relate to future events or 890’s or BuzzFeed’s future financial or
operating performance. For example, statements about the expected
timing of the completion of the Business Combination, the benefits
of the Business Combination, the competitive environment, and the
expected future performance (including future revenue, pro forma
enterprise value, and cash balance) and market opportunities of
BuzzFeed are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as “may,”
“should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “potential” or “continue,” or the negatives
of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.
New risks and uncertainties may emerge from time to time, and it is
not possible to predict all risks and uncertainties.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by 890 and its
management, and BuzzFeed and its management, as the case may be,
are inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; (2) the outcome of any legal proceedings that may be
instituted against 890, BuzzFeed, the combined company or others
following the announcement of the Business Combination; (3) the
inability to complete the Business Combination due to the failure
to obtain approval of the stockholders of 890 or to satisfy other
conditions to closing; (4) changes to the proposed structure of the
Business Combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (5) the
ability to meet stock exchange listing standards at or following
the consummation of the Business Combination; (6) the risk that the
Business Combination disrupts current plans and operations of
BuzzFeed as a result of the announcement and consummation of the
Business Combination; (7) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably; continued market
acceptance of, and traffic engagement with, BuzzFeed’s content;
expectations, beliefs and objectives for future operations;
BuzzFeed’s ability to further attract, retain, and increase its
traffic; BuzzFeed’s ability to expand existing business lines,
develop new revenue opportunities, and bring them to market in a
timely manner; BuzzFeed’s expectations concerning relationships
with strategic partners and other third parties; BuzzFeed’s ability
to maintain, protect and enhance its intellectual property; future
acquisitions or investments in complementary companies, content or
technologies; BuzzFeed’s ability to attract and retain qualified
employees; the proceeds of the Business Combination and BuzzFeed’s
expected cash runway; demand for products and services;
technological developments and other potential effects of the
Business Combination on BuzzFeed; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations,
including revised foreign content and ownership regulations; (10)
changes in national and local economic and other conditions and
developments in technology, each of which could influence the
levels (rate and volume) of BuzzFeed’s subscriptions and
advertising, the growth of its businesses and the implementation of
its strategic initiatives; government regulation; (11) poor quality
broadband infrastructure in certain markets; (12) the possibility
that BuzzFeed or the combined company may be adversely affected by
other economic, business and/or competitive factors; and (13) other
risks and uncertainties set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in 890’s Registration Statement on Form S-1 (File No. 333-251650),
as amended by the section entitled “Risk Factors” in 890’s
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2021, as filed by 890 with the SEC, and additional risks and
uncertainties set forth in other filings with the SEC, including a
Registration Statement on Form S-4 to be filed by 890 with the SEC
in connection with the Business Combination.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither 890 nor
BuzzFeed undertakes any duty to update these forward-looking
statements.
Important Information and Where to Find it
890 intends to file with the SEC a Registration Statement on
Form S-4 (as may be amended from time to time, the “Registration
Statement”), which will include a preliminary proxy
statement/prospectus of 890, in connection with the Business
Combination. After the Registration Statement is declared
effective, 890 will mail a definitive proxy statement/prospectus
and other relevant documents to its stockholders. 890’s
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus, and
amendments thereto, and definitive proxy statement/prospectus in
connection with 890’s solicitation of proxies for its stockholders’
meeting to be held to approve the Business Combination because the
proxy statement/prospectus will contain important information about
890, BuzzFeed and the Business Combination. The definitive proxy
statement/prospectus will be mailed to stockholders of 890 as of a
record date to be established for voting on the Business
Combination. Stockholders will also be able to obtain copies of the
Registration Statement on Form S-4 and the proxy
statement/prospectus, without charge, once available, at the SEC’s
website at www.sec.gov. In addition, the documents filed by 890 may
be obtained free of charge from 890 at
https://www.890fifthavenue.com/#investor-relations. Alternatively,
these documents, when available, can be obtained free of charge by
directing a request to: 890 5th Avenue Partners, Inc., 14 Elm
Place, Suite 206, Rye, New York 10580. 890 urges its investors,
shareholders and other interested persons to read, when available,
the preliminary proxy statement/prospectus as well as other
documents filed with the SEC because these documents will contain
important information about 890, BuzzFeed, and the Business
Combination.
Participants in the Solicitation
890, BuzzFeed and their respective directors, executive
officers, other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of 890’s stockholders in connection with the Business
Combination. To the extent that holdings of 890’s securities have
changed since the amounts disclosed in 890’s Registration Statement
on Form S-1, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Investors and security holders may obtain more detailed information
regarding the names and interests in the Business Combination of
890’s directors and officers in 890’s filings with the SEC,
including the Registration Statement to be filed with the SEC by
890, and such information and names of BuzzFeed’s directors and
executive officers will also be in the Registration Statement on
Form S-4 to be filed with the SEC by 890, which will include the
proxy statement of 890 for the Business Combination.
Disclaimer; Non-Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210624005657/en/
Investors: For 890 Fifth Avenue Partners Inc.: Chris
Buffone, chris@890fifthavenue.com For BuzzFeed: Lana Adair, The
Blueshirt Group investors@buzzfeed.com Media: Carole
Robinson (BuzzFeed) carole.robinson@buzzfeed.com Matt
Mittenthal (BuzzFeed) matt.mittenthal@buzzfeed.com General
Media inquiries: pr@buzzfeed.com
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