System1’s Business Combination with Trebia Acquisition Corp.

Latham & Watkins LLP represented System1 and certain key shareholders of System1.

System1, a leading omnichannel customer acquisition platform, and Trebia Acquisition Corp. (NYSE: TREB), a special purpose acquisition company formed by entities affiliated with William P. Foley, II and Frank R. Martire, Jr., entered into a definitive agreement for a business combination that would result in System1 becoming a publicly listed company.

The transaction includes up to $600 million of fully committed financing, comprised of a debt commitment of up to $400 million and a $200 million equity backstop from Cannae Holdings, Inc. (NYSE: CNNE) that, together with a portion of the debt commitment, will be utilized as a backstop for potential future Trebia redemptions. 

Upon closing of the transaction, System1 will be valued at $1.4 billion in connection with the transaction, and the combined company will be named System1 Group, Inc.. The group is expected to be listed on the NYSE and trade under the new ticker symbol “SST”.

Concurrent with this transaction, System1 will be combining with, a leading developer of security and privacy subscription products with over 2 million paying subscribers.

The Latham & Watkins team was led by Los Angeles corporate partners Alex Voxman (Picture), Steve Stokdyk, and Andrew Clark, with associates Brianna Dollinger, Todd Noelle, Kenneth Hagan, Matt Hutchins, Tyler Miller, Adele Zhang, Michael Jung, and Irene Fedoseienko. Advice was also provided on tax matters by Bay Area partner Grace Lee and London partner Sean Finn, with associate Gregory Conyers; on benefits and compensation matters by Los Angeles partners Larry Seymour and Julie Crisp, with associate Jina Davidovitch; on finance matters by Bay Area partner Haim Zaltzman and Los Angeles partner Elizabeth Oh; and on regulatory matters by Bay Area partner Josh Holian and Washington, D.C. counsel Peter Todaro.



Involved fees earner: Andrew Clark – Latham & Watkins; Gregory Conyers – Latham & Watkins; Julie Crisp – Latham & Watkins; Jina Davidovitch – Latham & Watkins; Brianna Dollinger – Latham & Watkins; Irene Fedoseienko – Latham & Watkins; Sean Finn – Latham & Watkins; Kenneth Hagan – Latham & Watkins; Joshua Holian – Latham & Watkins; Matt Hutchins – Latham & Watkins; Michael Jung – Latham & Watkins; Grace Lee – Latham & Watkins; Tyler Miller – Latham & Watkins; Todd Noelle – Latham & Watkins; Elizabeth Oh – Latham & Watkins; Larry Seymour – Latham & Watkins; Steven Stokdyk – Latham & Watkins; Peter Todaro – Latham & Watkins; Alex Voxman – Latham & Watkins; Haim Zaltzman – Latham & Watkins; Adele Zhang – Latham & Watkins;

Law Firms: Latham & Watkins;

Clients: System1;

Martina Bellini

Author: Martina Bellini