February 25, 2021
Law360 (February 24, 2021, 6:30 PM EST) — The latest blank-check company from former Metro-Goldwyn-Mayer Studios and CBS executives landed $1.5 billion Wednesday as its units took off on the stock exchange as part of an initial public offering guided by White & Case, Maples and Calder and underwriter’s counsel Davis Polk.
Soaring Eagle Acquisition Corp., directed by White & Case LLP and Maples and Calder, said in its regulatory filings that it would devote the funds to merge with a business that complements its management team’s expertise in industries like media and entertainment.
Black-check companies, or special-purpose acquisition companies, raise money through IPOs to take private companies public, generally within 24 months of the offering. SPACs often target industries that reflect their management’s experience.
The New York-based SPAC said in a news release that it offered 150 million units for $10 each on Nasdaq. Each unit contains one share and one-fifth of a warrant, with a whole warrant unlocking the purchase of another share for $11.50.
If sole underwriter Goldman Sachs & Co. LLC, working with Davis Polk & Wardwell LLP, decides to grab up to 22.5 million more units within 45 days, the proceeds could jump to at most roughly $15.2 billion.
Soaring Eagle is the seventh SPAC raised by former MGM CEO Harry Sloan and ex-CBS Entertainment President Jeff Sagansky, according to filings with the U.S. Securities and Exchange Commission. Sloan is Soaring Eagle’s CEO and chairman and Sagansky is one of its founding investors.
The duo’s first blank-check company, Global Eagle Acquisition Corp., raised roughly $190 million in a May 2011 IPO before completing a $430 million deal to create an in-flight entertainment group with airplane WiFi provider Row 44 Inc. and entertainment group Advanced Inflight Alliance AG in January 2013.
Later, their Silver Eagle Acquisition Corp. raked in $325 million in July 2013. That money was used to purchase an ownership stake in Indian pay-TV operator Videocon d2h Ltd. and contribute roughly $273.3 million to the deal, which wrapped up in March 2015, SEC records show.
Their third SPAC, Double Eagle Acquisition Corp., used the $500 million from its September 2015 IPO to fund its $1.1 billion purchase of an ownership stake in rental space company Williams Scotsman International Inc., which was completed in November 2017.
After that, their fourth blank-check company, Platinum Eagle Acquisition Corp., devoted the $325 million from its January 2018 IPO to complete the $1.3 billion purchase of rental and hospitality services company Target Logistics Management LLC and workforce housing firm RL Signor Holdings LLC in March 2019.
Sloan and Sagansky’s fifth SPAC, Diamond Eagle Acquisition Corp., raised $400 million in May 2019, which it earmarked as funding for its three-way tie-up with fantasy sports company DraftKings Inc. and SBTech Ltd., a software developer for sports betting and casino gaming platforms. The $2.7 billion deal closed in April 2020.
And in another gaming industry deal, their sixth blank-check company, Flying Eagle Acquisition Corp., used the $690 million it raised in a March 2020 IPO to merge with competitive mobile game platform Skillz in a deal that valued the company’s equity at $3.5 billion. That transaction wrapped up in December, regulatory filings show.
Soaring Eagle’s units are trading under the ticker symbol SRNGU with the offering set to wrap up Friday. The blank-check company’s shares and warrants will kick off trading separately at a later date under the symbols SRNG and RNGW, respectively.
Representatives for Soaring Eagle did not immediately respond to requests for comment.
The White & Case team advising Soaring Eagle includes Joel L. Rubinstein, Jonathan P. Rochwarger and Daniel E. Nussen.
The Maples and Calder team advising Soaring Eagle on matters of Cayman Islands law includes Matthew Gardner and Michael Johns.
The Davis Polk team advising the underwriter includes Derek J. Dostal and Deanna L. Kirkpatrick.
–Additional reporting by McCord Pagan, Benjamin Horney, Tom Zanki, Andrew McIntyre and Elise Hansen. Editing by Marygrace Murphy