11 May 2022

Cooley and Milbank tapped to bring Grindr through $2.1bn SPAC deal

Freshfields also advises on high-profile transaction with Singapore-based blank check company

Cooley and Milbank are taking gay social networking app Grindr through a special purpose acquisition (SPAC) merger with Tiga Acquisition Corp (TAC) in a deal valued at $2.1bn. 

Grindr’s existing equity shareholders will maintain a 78% ownership stake when it lists on the New York Stock Exchange via the merger in a deal that is expected to close in the second half of the year.

A team from Cooley is advising West Hollywood-based Grindr, while Milbank is advising Singapore-based blank check company TAC. Grindr’s financial advisors, Raine Securities, are being advised by Freshfields Bruckhaus Deringer. 

Cooley’s team is led by co-chair of the firm’s capital markets group, Dave Peinsipp, M&A group co-chair Jamie Leigh, securities partner Kristin VanderPas, M&A partner Garth Osterman, Asia capital markets group leader Will Cai and tax partners Jeffrey Tolin and Aaron Pomeroy. 

The Palo Alto-headquartered firm previously represented Grindr in a 2015 lawsuit involving an alleged breach of California state law in connection with the platform’s membership cancellation policy, which was dismissed the following year. 

Milbank’s team, meanwhile, includes capital markets partner Rod Miller and corporate partner Neil Whoriskey in New York, as well as corporate partner David Zemans in Singapore. 

James Lu, chair of Grindr’s board of directors, called the transaction a “milestone event” for the company and its users. 

“Bringing Grindr to the public markets with TAC furthers our mission to connect the LGBTQ+ community,” he said. “We are grateful for the resilience, courage and creativity that are some of the LGBTQ+ community’s unifying characteristics.”

Founded in 2009, Grindr reported 10.8 million monthly active users in 2021 and increased its amount of paying users by 31.5%  to 723,000 between 2020 and 2021. 

Ray Zage, chairman and CEO of TAC, said: “The business combination with Grindr represents a tremendous opportunity to invest in critical social infrastructure for a traditionally underserved LGBTQ+ community. Grindr has established itself as the primary social network for LGBTQ+ people, enabling meaningful expansion of its monetisation within a continuously growing market.” 

Following the deal, Zage will join Lu and current Grindr CEO Jeff Bonforte on the company’s board of directors. 

Chinese gaming giant Beijing Kunlun sold Grindr, advised by Jones Day, to current owner, investment group San Vicente Acquisition, for $608m in 2020 after the the Committee on Foreign Investment in the United States (CFIUS) mandated its sale. 

It is anticipated the current deal will also require clearance by CFIUS.

After experiencing a significant boom in popularity over the last two years as an alternative to a traditional IPO, the number of SPAC transactions in the US has since dropped thanks to a new set of rules instituted by the US Securities and Exchange Commission. 

Elsewhere, Nelson Mullins and Simpson Thacher in March signed on to lead Tokyo-based cryptocurrency marketplace Coincheck through a SPAC merger with Thunder Bridge Capital Partners worth $1.3bn.

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