There have been a lot of SPAC-related headlines on these pages over the past three months, and today brings further news from this world.
To recap, on Saturday (March 27), we learned that New York-based Reservoir Media could be about to go public via a merger with Roth Ch Acquisition II Co, a blank-check acquisition entity (commonly known as a Special Purpose Acquisition Company, or SPAC) that trades on the NASDAQ under the ticker ROCCU.
At the start of March, we found out that prominent Middle Eastern Spotify rival Anghami had gone public on the NASDAQ via a SPAC. And the past quarter has also seen ex-Geffen boss Neil Jacobson raise over $200m via the IPO of a SPAC on the New York Stock Exchange.
Now, another new Special Purpose Acquisition Company flotation is currently being plotted in the US, this time by former Warner Music Group CEO Edgar Bronfman Jr.
Bronfman Jr. is launching a blank check company called Waverley Capital Acquisition Corp., which plans to list on the New York Stock Exchange under the symbol WAVCU.
That’s according to an S-1 registration filed with the US Securities and Exchange Commission today (March 30), which states: “Waverley is a venture capital firm focused solely on the innovation and disruption occurring globally throughout the media and entertainment industries.”
Waverley aims to raise $300 million by selling 30m investment units priced at $10 each.
The company is led by co-founders, Edgar Bronfman Jr. and Daniel V. Leff, who, according to the S-1, “collectively possess decades of experience investing in, growing, and operating category-defining media start-ups as well as assisting them transition to public ownership”.
Between them, the duo’s previous investments include: Roku, Inc,, fuboTV, Matterport, Pluto TV (acquired by Viacom), Wondery (acquired by Amazon), The Athletic, and Headspace.
Waverley’s team also includes David Gandler (fuboTV co-founder and CEO), former-Time Warner Chairman and CEO Jeff Bewkes, plus Chris Silbermann, the CEO of talent agency ICM Partners.
The S-1 states: “Although we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we intend to focus on industries that complement our team’s background and capitalize on our team’s ability to source and acquire a business focused on media, technology or entertainment.”
With this in mind, could Waverley end up targeting an acquisition in the music business?
Considering the fact that Bronfman Jr. was the Chairman and/or CEO of Warner Music Group (2004-2012) prior to founding Waverley and that the SPAC will “focus on industries that complement[s] [its] team’s background”, this possibility can’t entirely be ruled out.
“We intend to focus on industries that complement our team’s background and capitalize on our team’s ability to source and acquire a business focused on media, technology or entertainment.”
Waverley S-1 filing
In a section highlighting the potential market opportunity for investors, the S-1 specifically cites a “growing appetite for content has opened the door for new platforms to drive innovation, including music streaming and podcasts”.
This section of the S-1 also refers to a RIAA report showing “that streaming services accounted for roughly 80% of all music revenue in 2019, while IAB found that podcast advertising revenue rose 48% year-over-year in 2019”.
However, Waverley’s S-1 further clarifies that the company hasn’t selected “any specific business combination target” and hasn’t held any “substantive discussions” to date.
In addition to serving as Chairman and CEO of Warner Music Group, Bronfman Jr. has produced films starring Peter Sellers and Jack Nicholson, and has written songs for artists such as Celine Dion, Barbra Streisand, Dionne Warwick, Smokey Robinson, Donna Summer and Ashford & Simpson, among many others.
According to Waverley’s S-1 filing the company intends to “identify and acquire a high-caliber company in the media, entertainment and technology space” that possesses the following characteristics:
- “Category-defining disruptive media company. We plan to target companies that are positioned for new distribution and content dynamics and open new opportunities and avenues for growth. We hope to leverage our management team’s extensive experience as investors and operators as well our breadth of industry connections.”
- “Significant barriers to entry. We will seek to consummate a business transaction with a company that has long-term, sustainable competitive differentiation, such as technology, brand, scale, product supremacy, first-mover advantage, and/or network effects.”
- “Attractive financial metrics and compelling growth prospects. We intend to focus on businesses with demonstrated revenue scale, growth, unit economics, and long-term value potential.”
- “Large, compelling and growing market. We plan to target companies that operate in markets benefiting from digital disruption as new content and distribution dynamics unlock additional growth opportunities.”
- “High quality management team who can benefit from our media industry expertise. We hope to leverage our proven collection of operational strategies and tools as well as past experiences in scaling media businesses.”
- “Potential M&A platform. We intend to seek businesses that can serve as a platform for future synergistic acquisitions.”
Music Business Worldwide