Skadden, Kirkland Rep On $757 Million Marketing Co. Merger

Skadden Arps Slate Meagher & Flom LLP-represented Digital Media Solutions Holdings LLC and Kirkland & Ellis LLP-guided blank-check company Leo Holdings Corp. said Thursday they're merging to create an entity valued at $757 million and that will trade on the New York Stock Exchange.

London-based Leo and Clearwater, Florida-headquartered DMS said in a joint statement that the deal between the special purpose acquisition company and the digital marketing group is expected to close before the end of summer.

DMS said it has more than 150 million unique consumer profiles created through the course of the $1 billion that companies have spent on advertising on its platform, and has a 95% retention rate for its customers. DMS works with Fortune 100 companies including in the insurance, finance and education sectors, said CEO Joe Marinucci.

"Over the past decade, we have been a critical partner to large global brands in acquiring new customers and deploying marketing spend efficiently," Marinucci said in the statement. "We're thrilled to achieve this exciting milestone together with Leo, and look forward to further accelerating our growth as a public company."

Special purpose acquisition companies, also known as SPACs, or blank-check companies, are shell entities that raise money through IPOs in order to acquire a private company and take it public.

In 2018, Leo, affiliated with private equity firm Lion Capital LLP, raised $200 million in a downsized initial public offering. At the time, the SPAC said it planned to combine with a consumer retail company.

Last April, Leo initially said it would combine with the private equity-backed parent of Chuck E. Cheese for a company valued at $1.4 billion, although the deal fell apart three months later.

"While the current environment is presenting unique challenges to all companies, DMS is benefiting from marketers trying to reach growing audiences," said Lyndon Lea, chairman and CEO of Leo. "DMS is well-positioned to take advantage of an ongoing, large-scale shift of marketing dollars to digital performance-based solutions," he said.

Immediately before the deal closes, Leo will become a Delaware corporation and investors in a private placement will buy $100 million in stock at $10 per share. After closing, the company will be renamed Digital Media Solutions Inc. and will be led by the same executive leadership as DMS.

The deal is expected to close by July 31 and is subject to customary conditions, including antitrust clearance and approval by Leo’s shareholders.

Representatives for Leo and DMS did not immediately respond to request for comment Thursday.

Leo is represented by a Kirkland & Ellis LLP team including Christian O. Nagler, Peter Seligson, Mathieu Kohmann, Damon R. Fisher, Jennifer Yapp, Zachary Glasser, Richard Watkins, Michael Beinus, Ryan Roberts, Bari Mohibi, David M. Nemecek, Nichole E. Lopez-Tackett, Matthew Antinossi, Mark Lennon, Jack M. Amaro, Matthew D. Keiser, Melissa M. Soares, Stefanie I. Gitler, Maureen Stringham, Matthew T. Shiels, Malhar Naik, Jordan M. Hartman, Seth Traxler, Matthew Colman, Bernadette Coppola, Raffi Isanians, Shawn B. Cooley, J. Matthew O'Hare, Mark Gardner, Carla A.R. Hine, James Parkinson, John G. Caruso and Mark S. Lipschultz.

Leo's financial adviser is Citigroup Global Markets Inc.

DMS is represented by a Skadden Arps Slate Meagher & Flom LLP team including Kady Ashley, Micah Kegley, Drew L. Pollekoff, Sean Turner, Paul Schockett, Kate L. Mathieu, Stephanie L. Teicher, Andrew Alvarez, Michael R. Bergmann, Joshua U. Mehta, Laura Kaufmann Belkhayat and Alyssa R. Fox.