Roth CH Acquisition V Co. (ROCL) Inks $160M LOI with Slacker Radio
by Nicholas Alan Clayton on 2023-04-28 at 10:14am

Roth CH V (NASDAQ:ROCL) announced this morning that it has entered into a letter of intent (LOI) to combine with podcast platform Slacker at a proposed enterprise value of $160 million.

Because the agreement is non-binding and short of a definitive agreement, Roch CH V will remain in SPACInsider‘s “Searching” column for now, and the parties acknowledge that much depends on the results of the SPAC’s upcoming extension vote.

Roth CH V has until June 3 to complete a transaction under its original clock and for now has about $118 million in trust. Whether this deal goes through is conditioned upon how much capital the SPAC is able to raise and retain through a presumed extension of this deadline.

Slacker is a subsidiary of Los Angeles-based LiveOne (NASDAQ:LVO), which reported $74 million in total revenue in the nine months ending December 31, 2022. This was a decline from $93 million over the same period in 2021, but it also managed to cut its net losses to -$4.6 million, down from -$35 million a year before.

LiveOne acquired Slacker in December 2017 for $28.5 million, according to Pitchbook, and it has not broken out how much of its revenue mix has come from the platform since. But, about half of its revenue has come from membership services over the above period and 35% from advertising, with about 11% coming from merchandising and smaller amounts through ticketing and sponsorships.

Among these larger portions of the revenue mix, Slacker likely shares in some of that activity with fellow LiveOne subsidiary PodcastOne. But, based on its 10-Q descriptions, Slacker gathers the lion’s share of the $38.2 million in membership revenue the group generated in the latter nine months of 2022, while PodcastOne accounted for most of the $26.1 million in ad sales.

The membership revenue is primarily billed annually and comes from mobile app and online users paying for premium access to Slacker’s music library and PodcastOne podcasts. Membership allows users to sync their playlists across multiple devices including those embedded in in their personal cars.

Slacker derives extra revenue from live-streamed video of festivals and pay-per-view content, and its overall user base across non-paying and paying customers is about 3 million.

Once spun-off, LiveOne expects it would still own a substantial majority of Slacker and the platform would maintain its business relationships with PodcastOne.

The Roth CH V team, meanwhile, may be able to bring some more synergies to an independent Slacker through the music portfolio company Reservoir (NASDAQ:RSVR), which Roth CH II took public in August 2021.

 

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