Spinning Eagle Acquisition registered with the SEC to raise $2 billion through an offering of 200 million units priced at $10 each. The filing includes a provision that if the SPAC does not use all capital in trust for an initial business combination it may choose to reallocate the remaining cash and spin off a new publicly traded SPAC, taking advantage of a change in Nasdaq rules.
The Nasdaq recently approved a rule that allows SPACs to spin off new vehicles without additional paperwork. The move treats blank-check firms similar to a private equity fund and allows SPACs to invest in more than one company in separate transactions.
Spinning Eagle in December had filed for a $1.5 billion IPO, proposing a structure to allow it to redirect some of the capital into a new blank-check company to chase multiple deals.
A unit of the new SPAC consists of one Class A ordinary share and one-fifth of one redeemable warrant, with whole warrants exercisable at $11.50.
Goldman Sachs is sole book-running manager for the deal. The underwriters have a 45-day option to purchase up to an additional 30 million units to cover over-allotments, if any.
The SPAC’s acquisition focus is principally on media and entertainment
Spinning Eagle is led by CEO and Chairman Harry Sloan, who is a former CEO of film studio Metro-Goldwyn-Mayer, and CFO and President Eli Baker, a partner at Eagle Equity Partners. SPAC veteran Jeff Sagansky is the founding investor. Sagansky and Sloan founded Silver Eagle Acquisition in 2013.
The team’s most recent SPAC, Soaring Eagle Acquisition, last month announced a business combination agreement with Ginkgo Bioworks that values the engineered biology company at a $15 billion pre-money equity valuation. Their previous SPACs closed mergers with e-sports platform Skillz and sports betting company DraftKings.
The SPAC intends to apply for a listing on the Nasdaq under SPNGU. Read more.
