Merger PTICU

PropTech Investment Corporation II to Combine with Appreciate

, SPAC Research

PropTech Investment Corporation II (NASDAQ: PTIC), and RW National Holdings (“Appreciate”), the parent holding company of Renters Warehouse, a leading end-to-end Single Family Rental (“SFR”) marketplace and management platform, have entered into a definitive agreement which will result in Appreciate becoming a publicly listed company.

The transaction implies an enterprise value of $416 million with up to an additional $159 million net cash to fund growth.

There is no Minimum Cash Condition and a Committed Equity Facility of $100 Million from CF Principal Investments LLC, an affiliate of Cantor Fitzgerald.

Appreciate Management and Existing Equity Holders Will Roll 96% to 100% of Their Existing Equity into Equity of the Combined Company.

The net proceeds raised from the transaction will be used to support Appreciate’s compelling growth strategy.

Appreciate is projected to generate revenue and EBITDA of $113 million and $23 million, respectively, in 2023, exclusive of any accretive benefits from M&A activity made possible by this transaction.

Assuming no redemptions, existing Appreciate security holders will receive approximately 50% of the pro forma equity as part of the transaction.

Northland is acting as exclusive M&A advisor to PTIC. Cantor Fitzgerald & Co. is acting as exclusive capital markets advisor to PTIC. Kirkland & Ellis LLP is acting as counsel to PTIC. King & Spalding LLP is acting as counsel to CF Principal Investments LLC in connection with the Committed Equity Facility. Gateway Group is acting as investor relations and public relations to both PropTech II and Appreciate. Moelis & Co. is advisor to Appreciate. Winthrop & Weinstine, P.A. and Faegre Drinker Biddle & Reath LLP are acting as counsel to Appreciate.

Upon closing of the transaction, PropTech II will be renamed Appreciate and will remain listed on the NASDAQ under the new ticker symbol “SFR.”

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