Branded Online, Inc. entered into a definitive merger agreement and plan of merger to acquire Software Acquisition Group Inc. III from Software Acquisition Holdings III LLC and others for approximately $550 million in a reverse merger transaction.
The transaction will require the approval of the stockholders of SWAG III and Nogin preferred stock holders, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the SEC) in connection with the transaction, satisfaction of the minimum cash condition, which is equal to $50 million in gross proceeds, all waiting periods and any extensions thereof applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Act, and any commitments or agreements (including timing agreements) with any governmental entity not to consummate the Transactions before a certain date, must have expired or been terminated, the SWAG III common stock to be issued in the Transactions must have been approved for listing by NASDAQ, the directors and executive officers of SWAG must have been removed from their respective positions or tendered their irrevocable resignations effective as of the Closing and the satisfaction of other customary closing conditions. The board of directors of Nogin and SWAG III have unanimously approved the transaction. The transaction is expected to close in the second quarter of 2022. Cash proceeds from the transaction will consist of up to $211 million of cash held in SWAG III's trust account (before redemptions and the payment of certain expenses). The net proceeds from the transaction will be used as working capital to support continued growth and to fund the repayment of existing debt. SWAG's stockholders have approved its proposed merger with Nogin at its special meeting in lieu of the 2022 annual meeting of stockholders held on August 22, 2022. The closing of the proposed Business Combination is expected to take place in the third quarter of 2022. The merger is scheduled to close on August 24, 2022.
Stifel, Nicolaus & Company, Incorporated acted as financial advisor and Ryan J. Maierson, John M. Greer, Ryan J. Lynch, Tim Fenn, Bryant Lee, Michelle Gross, Adam Kestenbaum, Jason Cruise, Max Hauser, Joseph Simei, Joel Mack and Josh Marnitz of Latham & Watkins LLP acted as legal advisors to Branded Online, Inc. Jefferies LLC acted as financial advisor and Damon R. Fisher, P.C., Matthew D. Turner, Brooks W. Antweil, Christian O. Nagler, Ian Craig and Daisy Darvall of Kirkland & Ellis LLP acted as legal advisors and legal due diligence providers to Software Acquisition Group Inc. III. Continental Stock Transfer & Trust Company acted as transfer agent and registrar and Morrow & Co., LLC acted as the information agent to Software Acquisition Group Inc. III. SWAG will pay Morrow & Co a fee of $25,000 plus disbursements. Stifel will receive approximately $4.35 million in fees for its engagement with Nogin in connection with the Business Combination. Jefferies will receive approximately $3 million in fees for its engagements in connection with the Business Combination.