Commentary

Vice Media Said To Target $3 Billion Valuation With SPAC Deal

Vice Media Group reportedly has plans to go public with a valuation of $3 billion by merging with a blank-check company named 7GC & Co Holdings. The deal would mark a significant write-down of its $5.7 billion valuation in 2017, but would leave current investors in control of the millennial-focused publisher.

Existing Vice shareholders including private-equity firm TPG, Walt Disney, A&E Networks Group, merchant bank Raine Group and founder Shane Smith would have a combined 75% ownership of the company as part of the proposed deal, The Wall Street Journal reported, citing people familiar with the matter. Vice's new investors would own the remainder.

Vice's revenue was about $600 million last year, though it wasn't profitable until the fourth quarter, an unnamed source told the WSJ. Vice forecast that revenue would reach $680 million this year and $1 billion by the end of 2023.
Those growth estimates are a key part of the pitch by 7GC & Co Holdings to investors.

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The firm is set up as a special purpose acquisition company, or SPAC, that would go public as a shell company and acquire Vice, effectively making it publicly traded. SPACs went through a recent boom because they have fewer regulatory hurdles than an initial public offering (IPO), but the Securities and Exchange Commission has started to scrutinize more closely.

Several media companies have either gone public through a SPAC deal, or plan to do so. Group Nine Media, the digital publisher whose brands include Thrillist, NowThis and PopSugar, in January merged with a SPAC called Group Nine Acquisition Corp. BuzzFeed also was in talks to go public through a merger with 890 5th Avenue Partners Inc., Bloomberg reported in March.
If Vice manages to consummate a deal with 7GC & Co Holdings, which has raised $230 million so far, it would leave the publisher with a less onerous ownership structure. When Vice raised $450 million from TPG four years ago, the private-equity firm was granted preferred stock that entitled it to more equity when Vice didn’t hit certain targets.
The SPAC merger would see Vice's current owners trade in their shares for common stock in the public company, the WSJ reported. That arrangement should help to improve Vice's valuation by removing a significant uncertainty about its obligation to TPG. Instead, investors can focus on Vice's operations to better determine its public value.
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