BuzzFeed, the Leading, Culture-Defining Platform for Digital Content and Commerce, to Become a Publicly Listed Company through Merger with 890 Fifth Avenue Partners, Inc.
Q1 2021 hedge fund letters, conferences and more
Proceeds from the Combination will include up to $288 Million in Trust and an Additional $150 Million in Convertible Note Financing
BuzzFeed also Announces Plans to Acquire Complex Networks
- BuzzFeed will become publicly listed via a merger with 890 Fifth Avenue Partners Inc. (Nasdaq: ENFA), a publicly-traded special purpose acquisition company, or SPAC, which holds $288 million in cash in its trust account
- BuzzFeed has also secured approximately $150 million in convertible note financing led by Redwood Capital Management and including CrossingBridge Advisors, Cohanzick Management, and Silver Rock Financial LP
- BuzzFeed’s implied valuation at deal-closing will be $1.5 billion
- As part of the transaction, BuzzFeed plans to acquire Complex Networks, a leading global youth network with unparalleled engagement among millennials and Gen Z
- BuzzFeed will be the leader of the next generation of media with a strong portfolio of brands in key categories: Complex Networks, featuring a mix of streetwear/fashion, food, music, and sports content; BuzzFeed News + HuffPost News, Pulitzer Prize-winning news organizations; BuzzFeed, the leading digital media entertainment brand; Tasty Lifestyle Brands, the leading digital food brand and a number of other beloved brands that produce lifestyle and identity-focused content
- The transaction is expected to close in Q4 2021; the parent company will be known as BuzzFeed Inc. and trade its shares of common stock on a public exchange under the ticker symbol “BZFD”
NEW YORK–(BUSINESS WIRE)–BuzzFeed, the leading tech-powered media company for digital content and commerce for millennial and Gen Z audiences, announced today that it will merge with 890 Fifth Avenue Partners Inc., (Nasdaq: ENFA) a tech, media and telecom Special Purpose Acquisition Company (“SPAC”) to become a public company. 890 Fifth Avenue Partners Inc. has $288 million in trust. The transaction includes an additional $150 million in convertible note financing led by Redwood Capital Management and including CrossingBridge Advisors, Cohanzick Management, and Silver Rock Financial LP. The parent company will be known as BuzzFeed Inc. after the merger and listed on the public market under the ticker symbol “BZFD.”
BuzzFeed’s management team will remain in place, with Jonah Peretti, BuzzFeed’s Founder and CEO, and Felicia DellaFortuna, its CFO, continuing in their roles along with other executive team members. In addition, Adam Rothstein, Executive Chairman of 890 Fifth Avenue Partners Inc., and Greg Coleman, an advisor to 890 Fifth Avenue Partners Inc. and former BuzzFeed President, will join BuzzFeed’s Board of Directors. Two additional board members will also be announced in the coming months bringing additional expertise and representation to the combined company.
“BuzzFeed is now the undeniable leader for the next generation of media. We’ve built a slate of essential brands, loved by the most diverse, engaged, and loyal audience on the Internet,” Peretti said. “With today’s announcement, we’re taking the next step in BuzzFeed’s evolution, bringing capital and additional experience to our business. I am thrilled to have Adam join our team as we work towards becoming the world’s preeminent digital media company.”
Peretti added, “the acquisition of Complex Networks will expand our reach into new audiences, complement our entertainment, news, and lifestyle brands, and open the door to even more revenue opportunities.”
Rothstein added, “We looked at many different media businesses but none had the kind of brands, digital assets or business model that BuzzFeed does and which we believe can achieve the kind of meaningful growth and returns for our investors. Jonah and his team have built an incredible business. They are resilient, smart, and innovative which will be important as we move ahead.”
As part of the transaction, Peretti and Rothstein also announced an agreement with Hearst and Verizon to acquire Complex Networks, a global youth entertainment company with massive reach through content and events spanning streetwear and style, food, music, sneakers, and sports. The $300 million acquisition – made up of $200 million in cash and $100 million of equity in BuzzFeed – will be completed simultaneously with the closing of BuzzFeed’s merger with 890 Fifth Avenue Partners Inc., and will immediately accelerate BuzzFeed’s revenue growth through synergies and monetization opportunities, and solidify BuzzFeed’s leadership as the preeminent youth digital media platform.
With this acquisition, BuzzFeed becomes even better-positioned to thrive in an age of media consolidation. BuzzFeed has a strong portfolio of brands in key categories: Complex Networks, encompassing streetwear and fashion, food, music, and pop culture; two Pulitzer-Prize winning newsrooms, BuzzFeed News and HuffPost; BuzzFeed Entertainment, the flagship entertainment brand that curates the Internet and culture, and brings joy to its audience with quizzes, lists, and more; and Tasty Lifestyle Brands, which includes the world’s largest food network and several other lifestyle brands that help its audiences live better.
In the years ahead, BuzzFeed will continue to be home to the strongest brands and creators in media, standing up for the values of an increasingly diverse audience. Brands within BuzzFeed receive strong administrative support, a close partnership with BuzzFeed’s sales and commerce teams to power new revenue lines, and distribution across the broader BuzzFeed network. This has been made possible by a now-thriving diversified revenue model and a seamless technology platform built over the past several years. Brands and creative leaders within BuzzFeed maintain their independence, and are empowered to do their best work and reach the broadest possible audience. This model will attract the best digital media founders and CEOs, making BuzzFeed a place where the visionaries of our industry come together to build the future of media.
BuzzFeed investment highlights include:
- Globally recognized iconic digital brands (BuzzFeed, Tasty, HuffPost, BuzzFeed News, Complex Networks) with massive, reach and engagement
- Modern media company platform built on technology and data designed to rapidly scale and monetize digital content
- Demonstrated foundation for organic and acquisition-led growth
- Accelerating sustainable and profitable growth
- Positive net earnings from three distinct, complementary lines of business, and projected CAGR of 26% with growing EBITDA margin through 2024
- Leading digital content platform with a highly engaged user base of Gen Z and Millennials that spends 806M minutes per month across BuzzFeed properties, HuffPost, and Complex (Comscore, Oct. 2020)
- Founder-led innovative management team with a track record of driving digital trends and adapting for the future
BuzzFeed was founded by Jonah Peretti in 2006 with a focus on building a new media business model for the Internet and social media world. BuzzFeed’s mission is to spread truth and joy, by creating content that entertains, informs, and helps people discover new products, experiences, and communities. BuzzFeed was born on the Internet, and is committed to making it a force for good. BuzzFeed content curates the Internet, and acts as an “inspiration engine” for its audience, driving both online and real-world action and transactions.
The company’s portfolio of iconic brands is synonymous with the Internet itself: BuzzFeed, BuzzFeed News, Tasty, HuffPost and following the transaction, Complex Networks. These brands reach a broad and diverse audience with significant cross-platform engagement. BuzzFeed has developed a scalable, repeatable, data-driven flywheel to ensure a steady flow of fresh and relevant content. BuzzFeed’s content is known for its unique perspective on contemporary culture, with distribution across a network of owned and operated sites and applications, as well as third-party platforms and social media channels.
BuzzFeed started as a lab in New York’s Chinatown, experimenting with ways the Internet was changing how content is consumed, distributed, interacted with, and shared. This pioneering work was followed by a period of explosive growth, and BuzzFeed became a household name. Over the last two years, the company evolved its business model. With innovation and discipline, BuzzFeed accelerated monetization by introducing new, diverse, and complementary revenue streams, including advertising, content, and commerce. BuzzFeed reached an inflection point in 2020, achieving profitability. The transactions announced today, including the Complex Networks acquisition, will enable the next phase of growth and opportunity for BuzzFeed.
Transaction Overview
The transaction has been approved by the boards of directors of both BuzzFeed and 890 Fifth Avenue Partners. The transaction is expected to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions, including the approval of 890 Fifth Avenue Partners’ stockholders.
The transaction is expected to deliver approximately $288 million of cash held in 890 Fifth Avenue Partners’ trust account from its initial public offering in January 2021. The transaction is further supported by a $150 million convertible note financing from institutional investors, led by Redwood Capital Management and including CrossingBridge Advisors, Cohanzick Management, and Silver Rock Financial LP.
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by 890 Fifth Avenue Partners Inc. today with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
Advisors
BofA Securities is acting as financial advisor to BuzzFeed on the combination with 890 Fifth Avenue and the acquisition of Complex Networks. Fenwick & West LLP is acting as legal counsel to BuzzFeed. Cowen is acting as financial advisor, capital markets advisor, and lead placement agent for 890 Fifth Avenue Partners Inc. BraunHagey & Borden LLP is serving as legal counsel to 890 Fifth Avenue Partners Inc. Allen & Company LLC is acting as financial advisors and Reed Smith LLP is acting as legal counsel to Complex. Additional advisors for 890 Fifth Avenue Partners include CrossingBridge Advisors, LLC and Cohanzick Management, LLC. Cowen and Company, BofA Securities, and Craig-Hallum are acting as placement agents on the convertible note.
About 890 Fifth Avenue Partners Inc.
890 Fifth Avenue Partners Inc. is a special purpose acquisition company that specializes in converging technology, media, and telecommunications opportunities. They are investment partners that focus on supporting companies’ strategic growth within the media and telecommunications industry, which is undergoing an unprecedented amount of disruption over an extraordinarily accelerated time frame. 890 Fifth Avenue Partners Inc. is led by seasoned media veterans who are uniquely positioned to advise both legacy assets and emerging growth platforms to scale through strategic combinations.
About BuzzFeed
BuzzFeed is the world’s leading tech-powered, diversified media company that reaches hundreds of millions globally through its cross-platform news and entertainment network. The company produces articles, lists, quizzes, videos, and original series; lifestyle content through brands including Tasty, the world’s largest social food network; original reporting and investigative journalism through BuzzFeed News and HuffPost; an industry-leading affiliate business, strategic partnerships, licensing and product development through BuzzFeed Commerce; and original productions across broadcast, cable, SVOD, film and digital platforms for BuzzFeed Studios.
About Complex Networks
Complex Networks champions the people, brands, and new trends you need to know now, will obsess over next, and we build consumer universes around them. From pop culture and style (Complex), food entertainment (First We Feast), music discovery (Pigeons & Planes), sneaker news (Sole Collector) to our festival of cultural convergence (ComplexCon) — we’re what a modern entertainment company looks like and what others have followed since 2002. Complex Networks creates and distributes programming with premium distributors, including Netflix, Hulu, Corus, TBS and truTV, Snap, Spotify, Tempo, and Roku. Our content spans music to movies, sports to video games, fashion to food, and more. We reach a coveted 18 to 34-year-old male audience and are a Top 3 entertainment network for females 18 to 34 in the U.S., per Comscore.
About Redwood Capital Management, LLC
Redwood Capital Management, LLC is an SEC-registered investment advisor founded in 2000. Through its numerous investment vehicles, the firm focuses on opportunistic credit, direct lending and other special situation investments across a broad range of industries and geographies.
