Digital World Acquisition Corp. (DWAC) PIPE Shaved Down to $533M
by Nicholas Alan Clayton on 2023-10-12 at 8:55am

Digital World Acquisition Corp. (NASDAQ:DWAC) announced overnight that in its efforts to renegotiate the $1 billion PIPE for its combination with Trump Media & Technology Group, those commitments have now been reduced to $533 million.

And, by its account, this is a good thing with CEO Eric Swider noting, “these cancellations are a positive development in our ability to consummate the Business Combination”.

Backing up a bit, the two sides announced in August a range of tweaks to their two-year-long attempt to merge after the SPAC agreed to pay an SEC fine as a part of a fraud investigation. These changes set a number of new deadlines to the parties to hit to try and bring the deal home.

They have already hurdled the first order of business, which was securing an extension to Digital World’s transaction deadline, and have since been working on changes to the PIPE. A $1 billion PIPE was always going to be a cumbersome part of the review process to sort through, but, especially at a time when financing is hard to find, one might have thought that more money would have been better in all instances.

Without the PIPE altogether, TMTG would receive the proceeds from Digital World’s estimated $307.7 million trust minus $38.8 million in anticipated expenses. The sides can likely count on minimal redemptions with the SPAC trading well above $15. But $269 million is still a far drop from over $1.2 billion.

Digital World is operating under different time pressures, however – both self-imposed and not. The central figure in this deal is of course former President Donald Trump, who presumably has hoped to get his personal social network and media wing settled and funded before his reelection campaign is in full swing.

From that standpoint, time may be a more valuable currency, and the existing PIPE investor roster may have raised some extra questions in a review.

For one, investors in the original PIPE were to be released from lock-ups unusually early – essentially immediately at close. This naturally attracted a number of hedge fund investors interested in getting an early arb opportunity and some major investors were relatively unknown entities registered shortly before the PIPE announcement.

This PIPE-tweaking process was supposed to be complete by August 31 under the re-struck terms, but it appears to still be ongoing. In the press release, Swider called on the remaining PIPE investors to terminate their investments, asserting a reduced need for capital post-close.

This isn’t the only deadline that the parties have blown past in recent weeks. Digital World was to have the opportunity to terminate the deal only until September 30, which has come and gone and it was also supposed to have filed a new S-4 by October 9.

This similarly did not happen, giving TMTG the right to terminate the deal by tomorrow, October 13.

So, there may still be news yet to come, whether by midnight press release or social media broadside, stay tuned.


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