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Act II plans debt financing for combination with Merisant/Mafco
Chicago, Dec. 19 – Act II Global Acquisition Corp., a special purpose acquisition company, plans to use debt financing for its combination with Flavors Holdings Inc.’s subsidiaries Merisant Co. and Mafco Worldwide LLC, according to a news release.
The combined company will be called Whole Earth Brands.
The owners of Merisant and Mafco will receive a total consideration of $510 million at closing, consisting of $450 million in cash and 6 million class A ordinary shares of Act II. An additional 1 million shares of Act II will be placed in escrow, subject to release in accordance with certain terms of the agreement.
Act II is also required to have at least $170 million available from its trust account in connection with its initial public offering, after payment to holders of Act II common stock that seek redemption in connection with the transactions.
Act II has received a commitment from TD Bank for the contemplated debt financing.
It is anticipated that, upon consummation of the proposed transaction, the company will have an anticipated initial enterprise value of approximately $575 million, or 8.1x the Flavors Holdings’ estimated calendar year 2020 pro forma EBITDA of $71 million.
The transaction is expected to close by the end of the first quarter of 2020, subject to customary closing conditions, receipt of approvals from Act II’s stockholders and completion of the offer for Act II’s stockholders to redeem their shares.
Act II is a blank check company with a focus on companies in the “better for you” sectors. It had its initial public offering in April 2019.
Merisant is a leading manufacturers of tabletop sweeteners. Mafco is a world leader in licorice products.
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