Edgar Bronfman Jr.’s $200m SPAC shuttered in August with no acquisition, 24 months after IPO

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During the pandemic, in August 2021, Edgar Bronfman Jr launched a $200 million IPO for a SPAC looking to “acquire a high-caliber company in the media, entertainment and technology space”.

That SPAC,  Waverley Capital Acquisition Corp 1, quietly wound down in August, according to documents shared with its investors and reviewed by MBW.

Bronfman’s blank check company revealed in its S-1 registration statement in early 2021 that it was looking to acquire a “Category-defining disruptive media company”.

The statement added: “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”.

The company’s management team includes 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.

Bronfman Jr. was the Chairman and/or CEO of Warner Music Group between 2004 and 2012.

Bronfman and Leff are also Partners at a separate investment company called Waverley Capital, which via its Waverley Capital II Fund has invested in companies such as Wondery and generative AI startup Endel.

On October 12 we learned that Waverley Capital, alongside Steve Cohen’s Point72 Ventures led a $3 million seed investment round in AI music company Hook. Three Six Zero and Avex also joined the round.

In an announcement issued by Bronfman’s SPAC, Waverley Capital Acquisition Corp 1, in August, the company said that it was planning to redeem all of its shares effective September 8, as it no longer plans to carry out a business combination.

The last day that the Company’s securities traded on the NYSE was August 24, 2023.

According to the company’s registration statement, if it was, “unable to complete an initial business combination within 24 months of the closing of the Company’s initial public offering, the company would:

(i) “cease all operations except for the purpose of winding up;

(ii) “as promptly as reasonably possible but not more than ten (10) business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust fund, including interest earned on the trust fund and not previously released to the Company to fund regulatory withdrawals and/or to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of public shares then in issue, which redemption will completely extinguish public members’ rights as members (including the right to receive further liquidation distributions, if any) subject to applicable law; and

(iii) “as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and the directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.”

SPACs were big news in 2021 and 2022. In July 2021, Reservoir Media became a public company, listing on the Nasdaq in the US under the ticker RSVR after closing its business combination with Roth CH Acquisition II Co. (ROCC), a publicly traded special purpose acquisition company (SPAC) formed by Roth Capital Partners and Craig-Hallum Capital Group.

In February 2021, Anghami listed on the NASDAQ via a merger with Vistas Media Acquisition Company, a publicly-traded special purpose acquisition company (SPAC).

In July 2022, Spotify rival Deezer made its official stock market debut on the Euronext Paris after combining its business with a Special Purpose Acquisition Company called I2PO.

Voice recognition company SoundHound listed on the NASDAQ in 2022 following its merger with Archimedes Tech SPAC Partners Co., in a deal that initially valued the company at $2.1 billion.

US-based music distributor and wholesaler Alliance Entertainment completed its merger with Adara Acquisition earlier this year, at a valuation of $480 million. The new company is now seeking to be listed on the NASDAQ.

Like Waverley Capital Acquisition Corp 1, however, not all SPACs to have emerged over the past couple of years have successfully merged with another business.

For example, Liberty Media Acquisition Corporation (LMAC), a special purpose acquisition company launched by media giant Liberty Media two years ago, unwound at the end of last year following a shareholder vote approving the move.

That was because LMAC didn’t merge with a potential target after going public on the Nasdaq Stock Exchange in January 2021. The company raised $575 million at the time.

Meanwhile, a SPAC launched by long-time Geffen Records President Neil Jacobson, The Music Acquisition Corporation (TMAC), floated on the New York Stock Exchange in February 2021 under the ticker symbol TMAC.U, raising $230 million in the process.

TMAC.U, formed specifically to effect a merger/acquisition in the worlds of both music rights and music tech has been largely quiet since then – something that now doesn’t look likely to change in the near future.

But TMAC.U delisted from the New York Stock Exchange last December, following a shareholder vote to liquidate, with the company having failed to find a business to merge with.

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