Nogin’s Business Combination with Software Acquisition Group III

Latham & Watkins represented Nogin, while Kirkland & Ellis acted as SWAG III’s legal counsel in the transaction.

Nogin, Inc. (Nogin), a leading provider of Commerce-as-a-Service (CaaS) technology, and Software Acquisition Group Inc. III (Nasdaq: SWAG), a special purpose acquisition company, have entered into a definitive merger agreement. Upon closing of the transaction, the combined company will be named Nogin, Inc. and is expected to remain listed on the Nasdaq under the new ticker symbol “NOGN.”

The combined company will have an estimated post-transaction enterprise value of $646 million, assuming no redemptions by SWAG III public stockholders. Cash proceeds from the transaction will consist of up to $211 million of cash held in SWAG III’s trust account (before redemptions and the payment of certain expenses).

The net proceeds from the transaction will be used as working capital to support continued growth and to fund the repayment of existing debt.

Nogin delivers Commerce as a Service to leading brands in the fashion, CPG, beauty, health, and wellness industries. The Company’s Intelligent Commerce product is a full-stack eCommerce platform that includes R&D, sales optimization, and machine learning, along with artificial intelligence-driven marketing and fulfillment. 

Software Acquisition Group Inc. III 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 Chairman and Chief Executive Officer, Jonathan Huberman, and Vice President of Acquisitions, Mike Nikzad. 

Stifel Financial Corp. served as exclusive strategic and financial advisor to Nogin. Gateway Group acted as investor relations advisor to Nogin, and Jaffe Communications, as its public relations advisor. Jefferies LLC served as exclusive financial advisor and capital markets advisor to SWAG III.

Latham & Watkins represented Nogin in the transaction with a corporate deal team led by Houston partners Ryan Maierson (Picture), John Greer, and Ryan Lynch, with Houston associates Clayton Heery, Jessica Sherman, Austin Sheehy, and Ziyad Barghouthy. Advice was also provided on tax matters by Houston partners Tim Fenn and Bryant Lee, with Houston associate Emily Fawcett; on intellectual property and data privacy matters by Bay Area partner Michelle Gross, with Bay Area associate Amy Tosi; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum, with Los Angeles associate Courtney Thomson and Washington, D.C. associates Ashlie Lawton and Grace Tang; on antitrust matters by Washington, D.C. partner Jason Cruise, Frankfurt partner Max Hauser and Washington, D.C. counsel Joseph Simei; on sanctions matters by Washington, D.C. counsel Andrew Galdes; and on environmental matters by Houston partner Joel Mack and Los Angeles counsel Josh Marnitz. 

Involved fees earner: Amy Tosi – Latham & Watkins; Ziyad Barghouthy – Latham & Watkins; Jason Cruise – Latham & Watkins; Emily Fawcett – Latham & Watkins; Timothy Fenn – Latham & Watkins; Andrew Galdes – Latham & Watkins; John Greer – Latham & Watkins; Sebastian Max Hauser – Latham & Watkins; Clayton Heery – Latham & Watkins; Adam Kestenbaum – Latham & Watkins; Ashlie Lawton – Latham & Watkins; Bryant Lee – Latham & Watkins; Ryan Lynch – Latham & Watkins; Joel Mack – Latham & Watkins; Ryan Maierson – Latham & Watkins; Joshua Marnitz – Latham & Watkins; Michelle Gross – Latham & Watkins; Austin Sheehy – Latham & Watkins; Jessica Sherman – Latham & Watkins; Joseph Simei – Latham & Watkins; Courtney Thomson – Latham & Watkins;

Law Firms: Latham & Watkins;

Clients: Nogin;