お知らせ • May 01
Magnite, Inc. (NasdaqGS:MGNI) completed the acquisition of SpotX, Inc. from RTL Group S.A. (XTRA:RRTL) for approximately $1.14 billion.
Magnite, Inc. (NasdaqGS:MGNI) entered into a stock purchase agreement to acquire SpotX, Inc. from RTL Group S.A. (XTRA:RRTL) for $1.2 billion on February 4, 2021. As reported, the purchase price consists of $560 million in cash and 14 million shares of Magnite stock issued to RTL Group. The agreement implies an enterprise value (100%) for SpotX of $1.17 billion. Magnite plans to finance the transaction with cash on hand and Goldman Sachs Bank USA has committed to provide a senior secured term loan facility in an aggregate principal amount of up to $560 million. As of March 15, 2021, Magnite announced its intention to offer, subject to market conditions and other factors, $350 million aggregate principal amount of convertible senior notes due 2026 in a private placement. As of March 19, 2021, Magnite announced that it has closed its offering of $400 million aggregate principal amount of 0.25% convertible senior notes due 2026 (the “notes”), including the full exercise of the option to purchase $50 million of additional notes granted by Magnite to the initial purchasers. As of April 5, 2021, Magnite has reached an agreement in principle on pricing and syndication for a 7-year $360 million senior secured term loan B and a 5-year $52.5 million senior secured revolving credit facility. Magnite intends to use the net proceeds of the term loan b plus the proceeds from its existing $400 million convertible notes due 2026, issued in March 2021 to: (i) pay the cash purchase price of the SpotX acquisition, (ii) fund related transaction fees and expenses, and (iii) provide excess cash for operations.
Magnite expects to use a portion of the net proceeds of the offering of the notes to pay a portion of the purchase price for its acquisition of SpotX. RTL has, in accordance with the SpotX purchase agreement and assuming completion of the proposed offering of notes announced, elected to increase the cash consideration by an amount equal to 20% of the gross proceeds of the proposed offering of notes and to reduce the number of shares of common stock it would otherwise receive by a number of shares of common stock equal to 20% of the gross proceeds of the proposed offering of notes divided by the closing price of a share of our common stock on the trading day immediately prior to the date of pricing of the proposed offering of notes. Together, Magnite and SpotX will create the largest independent CTV and video advertising platform in the programmatic marketplace. Until the transaction closes, both Magnite and SpotX will continue to operate independently. RTL will look forward to participating in the future success of SpotX and Magnite as shareholders in the combined entity. The consideration represents a roughly 10x multiple on SpotX's 2020 non-GAAP net revenue. SpotX reported net revenues of approximately $170 million, net income of $17.2 million, total assets of approximately $380 million and Preliminary 2020 Adjusted EBITDA of approximately $35 million for a 30% margin based on non-GAAP net revenue for year ended December 31, 2020.
The board of directors of the Company has approved the transactions contemplated by the Purchase Agreement. The transactions are not subject to approval by the stockholders of the Company. The transaction is subject to receipt of regulatory approvals, subject to customary working capital and satisfaction of customary closing conditions including, among other things, the absence of certain legal impediments and he expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is expected to close in the second quarter of 2021. RTL Group’s shareholders will benefit from the cash proceeds in line with the stated dividend policy. Magnite is targeting in excess of $35 million in run-rate operating cost synergies, with more than half of the synergies realized within the first year of combined operations. Goldman Sachs & Co. LLC and LUMA Partners acted as financial advisors to Magnite. Bradford P. Weirick of Gibson, Dunn & Crutcher LLP provided legal counsel to Magnite. J.P. Morgan Securities LLC acted as financial advisor and Michael Davis, Patrick E. Sigmon, Kyoko Takahashi Lin and Jesse Solomon of Davis Polk & Wardwell LLP as legal advisor to RTL Group in the transaction. Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs.
Magnite, Inc. (NasdaqGS:MGNI) completed the acquisition of SpotX, Inc. from RTL Group S.A. (XTRA:RRTL) for approximately $1.14 billion on April 30, 2021. The final purchase price of the transaction consists of $640 million in cash and 12,374,315 shares of Magnite stock. Magnite continues to target in excess of $35 million in run-rate operating cost synergies, with more than half of the synergies realized within the first year of combined operations.