System1 (together with Protected.net Group, “System1” or the “Company”), an omnichannel customer acquisition marketing platform, today announced certain amendments to its previously announced business combination (the “Business Combination”) with Trebia Acquisition Corp. (“TREB” or “Trebia”) (NYSE: TREB), a special purpose acquisition company formed by entities affiliated with William P. Foley II and Frank Martire Jr. The amendments provide for a fully-backstopped transaction to cover any redemptions by Trebia’s public shareholders prior to closing through additional committed financing from Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae”) and committed equity rollover from System1 management.
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Amendments to the proposed Business Combination include:
- The previously announced $200 million equity backstop from Cannae has been increased by $50 million to $250 million.
- The transaction now includes up to $650 million of fully committed financing, comprised of a syndicated term loan of $400 million led by BofA Securities and the $250 million Cannae backstop that, together with a portion of the debt commitment, will be utilized as a backstop to cover potential redemptions by Trebia’s public shareholders.
- The committed financing, combined with management’s agreement to reinvest additional equity, will cover up to 100% of potential redemptions by Trebia’s public stockholders.
- The Business Combination is expected to close on or about January 24, 2022, subject to receipt of anticipated shareholder approval at the January 20, 2022 special meeting (the “Special Meeting”).
- Upon closing, the Company is expected to be listed on the NYSE on or about January 25, 2022 under the ticker symbol “SST”.
Trebia and its Board of Directors recommends all stockholders vote “FOR” ALL PROPOSALS in advance of the previously announced Special Meeting to be held on January 20, 2022, either by telephone, via the Internet or by signing, dating and returning the proxy card upon receipt by following the instructions on the proxy card.
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