Foley-backed SPAC reaches merger deal with System1 marketing firm

[LOS ANGELES] Marketing firm System1 agreed to go public through a merger with a blank-cheque firm backed by Bill Foley in a deal valuing the combined company at US$1.4 billion including debt.

The transaction with Foley's Trebia Acquisition will provide about US$175 million to fund the new company's growth and acquisitions, according to a statement on Tuesday that confirmed an earlier Bloomberg News report.

The transaction includes as much as US$600 million in financing, consisting of a US$200 million equity backstop from Foley's Cannae Holdings as well as debt. Concurrent with the transaction, System1 is combining with Protected.net, which develops security and privacy subscription products.

System1 co-founder Michael Blend will continue in his current roles as chief executive officer and chairman, with Foley and Trebia Chairman Frank Martire joining System1's board, according to the statement.

Trebia is one of several special purpose acquisition companies launched by Foley, who has risen to the top tier of backers during the SPAC surge of the past year.

Trebia, named after a historic European battle like some other Foley-backed SPACs, raised US$517.5 million including so-called greenshoe shares in an initial public offering in June 2020. The largest of Foley's SPACs, Foley Trasimene Acquisition II, raised US$1.47 billion in August.

Founded in 2013, System1 is based in Venice, California and describes itself as an omnichannel customer acquisition platform. The company's brands include Startpage, info.com and MapQuest, according to its website.

Evercore worked as financial adviser to System1. Bank of America was lead financial and capital markets adviser to Trebia and provided the committed debt financing. Credit Suisse Group and Moelis also acted as capital markets advisers to the SPAC.

The combined company will trade on the New York Stock Exchange under the "SST" ticker, according to Tuesday's statement.

BLOOMBERG