SILVER SPRING, Md. & LAS VEGAS--(BUSINESS WIRE)--CuriosityStream Inc., and Software Acquisition Group, Inc. a special purpose acquisition company, or SPAC, which raised approximately $150 million in November of 2019, today announced that they have entered into a definitive business combination agreement. Upon closing of the transaction, CuriosityStream common stock will be listed on the NASDAQ exchange under the ticker symbol “CURI”.
The merger announcement was made today by John Hendricks, Chairman of CuriosityStream, and Jonathan Huberman, Chairman of Software Acquisition Group.
At the closing of the transaction the combined company will be well capitalized with zero debt and an estimated $180 million of cash on the balance sheet (assuming no redemptions of Software Acquisition Group stock). John Hendricks, founder of the Discovery Channel and former Chairman of Discovery Communications, will remain Chairman of the Board as well as the combined company’s largest shareholder. CuriosityStream will continue to operate under the current management team led by Clint Stinchcomb, President and CEO, a media executive with more than 25 years’ experience launching networks and developing and monetizing content, including as the key executive who launched Discovery’s digital networks.
In connection with signing the merger agreement, Software Acquisition Group secured a $25 million PIPE investment at $10.00 per share to support the business combination. The PIPE investment includes significant commitments from existing investors in CuriosityStream, insiders of Software Acquisition Group, existing Software Acquisition Group investors and new institutional investors.
“CuriosityStream has the unique advantage of being a ‘pure-play’ streaming media service that is not burdened with legacy linear TV assets in cable and broadcasting. Our consumer promise of offering premium factual content on demand in the new era of streaming has been enthusiastically embraced by curious viewers worldwide,” said John Hendricks, Founder and Chairman of CuriosityStream. “We are excited to now have access to the public capital markets to support our growth plans and to over-deliver on our mission to provide content that informs, enchants and inspires.”
“We are proud to combine with CuriosityStream,” said Jonathan Huberman, Chairman and CEO of Software Acquisition Group. “CuriosityStream is the clear leader in the high growth factual media streaming market. We look forward to working with such a strong management team led by industry legend John Hendricks and his business partner of many years, Clint Stinchcomb, as they continue to drive CuriosityStream adoption across global markets. I am confident our investors will share my total respect for their vision and leadership.”
“I take great delight in working with John Hendricks. And through the combination of his vision and our veteran-led operating team, we are already generating significant revenue growth. We have built a compelling and elegant global factual streaming service for consumers and that is only one part of the story,” said Clint Stinchcomb, President and CEO. “Unlike nearly every other streaming service that is largely reliant on a single revenue stream, subscription or advertising, we are building five robust, interrelated but distinct business lines. This influx of capital from the sponsors and the Software Acquisition Group team will only accelerate our march to becoming the world’s pure factual solution for consumers, distributors, brands, associations and media partners.”
Key Transaction Terms
Pursuant to the business combination, a newly formed wholly-owned subsidiary of Software Acquisition Group will acquire CuriosityStream through a reverse merger at an enterprise value of approximately $331 million and equity value of approximately $512 million.
Assuming no redemptions of Software Acquisition Group public shares, CuriosityStream's existing shareholders will receive approximately 63% of the issued and outstanding shares of common stock of Software Acquisition Group immediately following the closing of the business combination and the founders of Software Acquisition Group will retain approximately 3% founder shares at closing, subject to customary closing adjustments. Existing Software Acquisition Group stockholders (other than the founders) and PIPE investors are expected to own 34% of the combined entity, upon closing. Following the consummation of the transaction, Software Acquisition Group will change its name to CuriosityStream Inc.
The respective boards of directors of CuriosityStream and Software Acquisition Group have unanimously approved the proposed business combination. Completion of the proposed business combination is expected in the fourth quarter of 2020. The transaction will be effected pursuant to the terms and conditions of the Agreement and Plan of Merger, entered into by CuriosityStream and Software Acquisition Group, and the other parties thereto, which contains customary closing conditions, including the clearance of a proxy statement by the Securities and Exchange Commission (“SEC”), approval by the shareholders of Software Acquisition Group, and certain regulatory approvals.
Stifel is acting as exclusive financial advisor to CuriosityStream. B. Riley FBR is acting as exclusive financial advisor and private placement agent to Software Acquisition Group. Arnold & Porter is serving as legal advisor to CuriosityStream and Kirkland & Ellis LLP is serving as legal advisor to Software Acquisition Group.
CuriosityStream Highlights
- CuriosityStream currently serves over 13,000,000 paying subscribers in over 175 countries and territories. CuriosityStream’s menu offering spans a broad range of factual categories and includes natural history specials such as LIGHT ON EARTH hosted by the renowned David Attenborough, the science and technology series DREAM THE FUTURE narrated by Sigourney Weaver, the lifestyle series THE HISTORY OF HOME narrated by Nick Offerman, the BBC history series EMPIRE OF THE TSARS, the human origins series OUT OF THE CRADLE, the paleontology series AMAZING DINOWORLD, the medical series THE BODY, and the food series HAPPINESS IS ON THE PLATE. Current events content offered by CuriosityStream include BRIGHT NOW and BREAKTHROUGH. Human-interest sports series include 4TH AND FOREVER: MUCK CITY. The CuriosityStream on-demand menu currently contains over 3,100 titles including over 900 exclusive originals. CuriosityStream has embarked on an original production and content acquisition plan that it projects will achieve a streaming library of more than 11,000 premium factual titles within five years.
- CuriosityStream’s SVOD service is offered direct to consumers (DTC) for $2.99 per month or $19.99 per year. In addition to offering consumers the opportunity to subscribe to CuriosityStream directly or through partner distributors on an a la carte basis, CuriosityStream is also undergoing rapid distribution growth due to a “bundled” partnership plan through which distributors can provide CuriosityStream’s SVOD service and/or CuriosityStream’s customized linear channels to any significant customer segment through flexible pricing and packaging options. Some of CuriosityStream’s affiliate partners who have already implemented the new bundled distribution plan offering include Altice USA and Frndly TV in the United States, StarHub in Singapore, Totalplay in Mexico, Gazprom and OKKO in Russia, Millicom in Latin America, Liberty Global’s Flow TV in the Caribbean, REV TV on Cable Bahamas, Multichoice's DStv in Africa, Sky New Zealand, MediaNet in Maldives, and Com Hem in Sweden.
- CuriosityStream believes it has developed a uniquely durable, scalable and recurring five pillar revenue stack: (1) direct-to-consumer subscription sales on its website and custom apps and through partner platforms; (2) bundled distribution of CuriosityStream’s SVOD service and optional linear channels on partner platforms; (3) Fortune 500 CSR and Association partnerships; (4) traditional advertising sales and integrated multiplatform brand partnerships; and (5) content licensing to major networks, studios, and distributors.
- CuriosityStream is available worldwide for viewing on all leading mobile, tablet, computer, and TV platforms including smart TVs such as Sony, LG, Samsung, and Visio; interface devices such as Roku, Amazon Fire TV, Xbox One, Chromecast, and Apple TV; and mobile platforms such as Android devices and Apple iPhones and iPads. CuriosityStream monthly subscriptions are also offered through distribution partners including Comcast Xfinity, Apple TV+, Amazon Prime Channels, Sling TV, YouTube TV, Cox, Dish, and T-Mobile.
About CuriosityStream
Launched by media visionary John Hendricks, CuriosityStream is a leading global independent factual media company. Our documentary series and features cover every topic from space exploration to adventure to the secret life of pets, empowering viewers of all ages to fuel their passions and explore new ones. With thousands of titles, many in Ultra HD 4K, including exclusive originals, CuriosityStream features stunning visuals and unrivaled storytelling to demystify science, nature, history, technology, society, and lifestyle. CuriosityStream reaches over 13 million subscribers and is available worldwide to watch on TV, desktop, mobile and tablets. Find us on Roku, Apple TV Channels and Apple TV, Xbox One, Amazon Fire TV, Google Chromecast, iOS and Android, as well as Amazon Prime Video Channels, YouTube TV, Sling TV, DISH, Comcast Xfinity on Demand, Cox Communications, Altice USA, Suddenlink, T-Mobile, Sony, LG, Samsung and VIZIO smart TVs, Liberty Global, Airtel, Com Hem, MultiChoice, StarHub TV, Totalplay, Millicom, Okko and other global distribution partners and platforms. For more information, visit CuriosityStream.com.
About Software Acquisition Group, Inc. (NASDAQ: SAQN)
Software Acquisition Group is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is led by industry veterans Chairman and Chief Executive Officer, Jonathan Huberman, and Vice President of Acquisitions, Mike Nikzad. In addition to Messrs. Huberman and Nikzad, the Board of Directors includes Andrew Nikou, Stephanie Davis, Peter Diamandis, Steven Guggenheimer and Matt Olton.
