- Grindr is the #1 social network for the LGBTQ+ community,
providing users with unrivaled access, resources, and opportunities
to connect
- Business combination with Tiga Acquisition Corp. (NYSE: TINV)
(“TAC”) to raise an estimated $384 million including $284 million
of TAC’s cash in trust plus up to $100 million in a forward
purchase agreement
- Grindr rollover equity to be valued at ~$1.6 billion and an
estimated post-transaction enterprise value of $2.1 billion
- Grindr’s existing equity holders to own ~78% of Grindr at
closing
- Proceeds will further super-serve Grindr and the LGBTQ+
community through the core product, supporting growth areas,
launching new endeavors, and continuing our purposeful work to
advance the best interests of the global queer community
- Grindr’s Investor Presentation is available at
www.grindr.com/investors
Grindr, the #1 social network for the LGBTQ+ community, today
announced that it has entered into a definitive agreement to merge
with Tiga Acquisition Corp. (NYSE: TINV) (“TAC”), a special purpose
acquisition company. Upon completion of the transaction, the
combined company will be named Grindr Inc.
“Grindr is the leading platform focused on the LGBTQ+ community
for digital connection and engagement. We have a near ubiquitous
global brand in the community we serve, impressive scale,
best-in-class user engagement metrics and adjusted EBITDA margin,
and we’re still just beginning our monetization and growth
journey,” said Jeff Bonforte, Chief Executive Officer of Grindr.
“Grindr is well positioned to be a public company and will continue
to expand the ways it serves the LGBTQ+ community, from products,
services to the philanthropic and advocacy work done through Grindr
4 Equality.”
James F. Lu, Chair of Grindr’s Board of Directors, said,
“Bringing Grindr to the public markets with TAC furthers our
mission to connect the LGBTQ+ community. This transaction is a
milestone event, not only for our iconic company, our people,
partners, and investors, but also for the community we serve around
the world. We are grateful for the resilience, courage, and
creativity that are some of the LGBTQ+ community’s unifying
characteristics. Lastly, we are thrilled to work with Ray Zage and
Ashish Gupta and the entire TAC team, and appreciate their
confidence and support in this important journey.”
G. Raymond Zage said, “The business combination with Grindr
represents a tremendous opportunity to invest in critical social
infrastructure for a traditionally underserved LGBTQ+ community.
Grindr has established itself as the primary social network for
LGBTQ+ people, enabling meaningful expansion of its monetization
within a continuously growing market. We are excited to bring this
diverse and thoughtful board together with the talented Grindr team
to grow the business and deepen its commitment to the LGBTQ+
community.”
G. Raymond Zage, Chairman and CEO of TAC, will serve as a member
of the Grindr Board, along with Jeff Bonforte, current CEO of
Grindr, and Lu, who will continue as Chair post-transaction.
Current investor and former Atlanta Hawks owner, J. Michael Gearon,
Jr. will also remain on the Board post-transaction. With the help
of Audeliss, a global Executive Search firm specializing in
Diversity, Equity, and Inclusion, Grindr has organized a majority
LGBTQ+ identifying Board of Directors for its public entity,
including: CEO of Shift Technologies Inc., George Arison; former
United States Ambassador to the Organization for Security and
Co-operation in Europe, Daniel Baer; senior partner at Simpson
Thacher, Gary Horowitz; CMO of Hootsuite, Maggie Lower; Investor
and Tech Executive, Nathan Richardson; and SVP of Marketing and
Communications at BigCommerce, Meghan Stabler.
George Arison said, “I am humbled to be asked to join Grindr’s
Board of Directors. Since inception, Grindr has played a vital role
in connecting the LGBTQ+ community. It is an honor to help
safeguard and nurture this incredible brand, and I am excited to
work with my fellow Directors and the whole Grindr team to expand
our product offerings and further support the community around the
world, especially in places where it is most difficult to be
LGBTQ+.”
Maggie Lower added, "Grindr is iconic. It plays in the space
between dating service and social network, and acts as connective
tissue for large segments of the LGBTQ+ community. There is more we
can do; connection technology is dynamic and fast moving, and the
opportunities for Grindr are enormous. On behalf of my community, I
can't wait to work with this board and the impressive folks at
Grindr to show up for even more LGBTQ+ people."
Empowering the LGBTQ+ Community
Grindr, founded in 2009, is an iconic global brand, with strong
growth, serious runway, and significant cost controls, running a
business committed to serving the LGBTQ+ community. The company is
profitable, and has large and untapped global TAM with attractive
user demographics. Its core market is growing rapidly, while the
business is still at only ~2% penetration. Grindr is the clear
brand leader in its space as a global LGBTQ+ platform with
unparalleled user engagement and industry-leading privacy
practices. Its hyperlocal, location-based interface surfacing
real-time connections drives a powerful engagement engine, rapidly
growing its users, and enabling user-motivated product
innovation.
User base by the numbers:
- 85% brand awareness
- 10.8M Monthly Active Users in 2021
- 61-minutes average daily time spent per user in Dec 2021
- 723K Dec 2021 Paying Users, a 31.5% increase compared to the
prior year
- 80% of profiles are 35 years old or younger
Highly profitable business in early innings of monetization
journey:
- $147MM non-GAAP revenue in 2021 - 30% YoY growth
- 53% 2021 Adjusted EBITDA margins
- An historical average of 50% adjusted EBITDA margins
- Annual sales and marketing spend in 2021 of ~1% of
revenues
A growth focused product runway:
- Improve core user experience to drive engagement and
retention
- Leverage industry playbook to drive monetization and add
revenue streams
- Expand product offerings to attract new users and serve
additional use cases
Grindr 4 Equality
We launched Grindr 4 Equality (“G4E”) in 2012, with a mission to
promote safety, health, and human rights for LGBTQ+ people around
the world through collaborations with advocacy groups in various
countries. G4E leverages the Grindr app’s global reach and
leadership to empower local LGBTQ+ activists, spread information,
and empower our users in the fight for LGBTQ+ rights. We also fund
innovative projects through G4E aimed at improving the welfare of
the LGBTQ+ community, particularly in regions where protections are
either lacking or nonexistent, such as Russia, Egypt, and India. In
India, we worked with the Indian gender and sexuality organization,
Varta Trust, and Chennai-based not-for-profit Solidarity and Action
Against the HIV Infection in India (SAATHII), to develop an
innovative and one-of-a-kind LGBTQ+ resource database and online
HIV test center location guide for the country. Through G4E, we
work with various groups worldwide to make HIV testing more
accessible, encourage voting, and fight homophobia, biphobia, and
transphobia.
G4E is a key way for us to connect with and serve the LGBTQ+
community, especially in parts of the world where LGBTQ+ people are
still highly marginalized. In line with this transaction, we will
look to create a more formal, independent governance and financial
structure around G4E, to accelerate donations and efforts to help
the community around the world, working synergistically, and not
competitively, with the great advocacy organizations already
working on behalf of LGBTQ+ people everywhere.
Company Management
It has been the long-standing goal of Grindr’s current ownership
and management that Grindr be led by members of the LGBTQ+
community. Working together, Grindr’s board and management have
identified and been in discussions with a potential new Chief
Executive Officer candidate who would bring a depth and breadth of
experience across technology, finance, and management, including
time spent in an executive leadership role at a public company.
Subject to the completion of these discussions and entering into an
agreement, we will update the prospectus/proxy statement to
disclose the name and biographical information of the new Chief
Executive Officer. Mr. Bonforte will continue to serve as Grindr’s
Chief Executive Officer until a new Chief Executive Officer is able
to join Grindr, at which point Mr. Bonforte will transition to an
advisory role.
Transaction Terms & Financing
The combined company will have an estimated post-transaction
enterprise value of $2.1 billion. Cash proceeds raised will consist
of TAC’s approximately $284 million of cash in trust and up to $100
million in additional cash equity from a forward purchase
agreement. Net proceeds raised from the transaction will be used to
satisfy debt obligations and fund planned growth initiatives.
Current Grindr equity holders will roll approximately 78% of
their existing equity holdings into equity of the combined company
(assuming no TAC shareholder redemptions). The business combination
has been unanimously approved by the boards of managers and
directors of both Grindr and TAC. The business combination is
expected to close in the second half of 2022, subject to regulatory
and stockholder approvals, and other customary closing
conditions.
Advisors
The Raine Group LLC is serving as financial advisor and Cooley
LLP is acting as legal advisor to Grindr.
Freshfields Bruckhaus Deringer LLP is acting as legal advisor to
Raine Securities LLC.
Milbank LLP is acting as legal advisor to TAC.
Investor Information
An investor presentation with more detailed information
regarding the proposed transaction will be furnished to the
Securities and Exchange Commission (the “SEC”) by TAC under the
cover of a Current Report on Form 8-K, which can be viewed through
the SEC’s EDGAR website at www.sec.gov. A link to Tiga Acquisition
Corp.’s SEC filings can be found at
https://www.tiga-corp.com/sec-filings.
For all information regarding the proposed transaction including
any additional future updates please visit the Grindr investor
relations website at www.grindr.com/investors.
About Grindr
With roughly 11 million monthly active users in virtually every
country in the world, Grindr has grown to become a fundamental part
of the queer community since its launch in 2009. The company
continues to expand its ecosystem to enable gay, bi, trans and
queer people to connect, express themselves, and discover the world
around them. Grindr is headquartered in West Hollywood, California.
The Grindr app is available on the App Store and Google Play.
About Tiga Acquisition Corp.
TAC is a blank check company formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. For more information, please visit
https://www.tiga-corp.com. The information contained on, or
accessible through, TAC’s website is not incorporated by reference
into this press release, and you should not consider it a part of
this press release.
Forward Looking Statements
This document may contain a number of “forward-looking
statements.” Forward-looking statements include information
concerning TAC’s or Grindr’s possible or assumed future results of
operations, business strategies, debt levels, competitive position,
industry environment, potential growth opportunities and the
effects of regulation, including whether this proposed business
combination will generate returns for shareholders. These
forward-looking statements are based on TAC’s or Grindr’s
management’s current expectations, estimates, projections and
beliefs, as well as a number of assumptions concerning future
events. When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside TAC’s or Grindr’s management’s
control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements. These
risks, uncertainties, assumptions and other important factors
include, but are not limited to: (a) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the definitive merger agreement between TAC and
Grindr (the “Merger Agreement”) and the proposed business
combination contemplated thereby; (b) the inability to complete the
proposed business combination due to the failure to obtain approval
of the shareholders of TAC or other conditions to closing in the
Merger Agreement; (c) the ability to meet NYSE’s listing standards
following the consummation of the proposed business combination;
(d) the risk that the proposed business combination disrupts
current plans and operations of Grindr or its subsidiaries as a
result of the announcement and consummation of the transactions
described herein; (e) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (f) costs related to the proposed
business combination; (g) changes in applicable laws or
regulations, including legal or regulatory developments which could
result in the need for TAC to restate its historical financial
statements and cause unforeseen delays in the timing of the
business combination and negatively impact the trading price of
TAC’s securities and the attractiveness of the business combination
to investors; (h) the possibility that Grindr may be adversely
affected by other economic, business and/or competitive factors;
(i) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities; (j) the risk of
downturns in the travel and hospitality industry, including
residual effects of the COVID-19 pandemic; and (k) costs related to
the transaction and the failure to realize anticipated benefits of
the transaction or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
shareholder redemptions.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the
registration statement on Form S-4 referenced above and discussed
below and other documents filed by TAC from time to time with the
SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date
made.
Except as required by law, neither TAC nor Grindr undertakes any
obligation to update or revise its forward-looking statements to
reflect events or circumstances after the date of this release.
Additional risks and uncertainties are identified and discussed in
TAC’s reports filed with the SEC and available at the SEC’s website
at sec.report.
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to
stockholders of TAC for their consideration and approval at a
special meeting of stockholders. TACintends to file a registration
statement on Form S-4 (the “Registration Statement”) with the SEC,
which will include preliminary and definitive proxy statements to
be distributed to holders of TAC’s common stock in connection with
TAC’s solicitation for proxies for the vote by TAC’s stockholders
in connection with the proposed business combination and other
matters as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to
Grindr’s shareholders in connection with the completion of the
business combination. After the Registration Statement has been
filed and declared effective, TAC will mail a definitive proxy
statement and other relevant documents to its stockholders as of
the record date established for voting on the proposed business
combination. TAC's stockholders and other interested persons are
advised to read, once available, the preliminary proxy statement
and any amendments thereto and, once available, the definitive
proxy statement / prospectus, in connection with TAC's solicitation
of proxies for its special meeting of stockholders to be held to
approve, among other things, the proposed business combination,
because these documents will contain important information about
TAC, Grindr and the proposed business combination. Stockholders may
also obtain a copy of the preliminary or definitive proxy statement
/ prospectus, once available, as well as other documents filed with
the SEC regarding the proposed business combination and other
documents filed with the SEC by TAC, without charge, at the SEC's
website located at www.sec.gov or by directing a request to In
addition, the documents filed by TAC with the SEC may be obtained
free of charge from TAC’s website at
https://www.tiga-corp.com/sec-filings or upon written request to
Tiga Acquisition Corp., Ocean Financial Centre, Level 40, 10
Collyer Quay, Singapore 049315.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
TACs, Grindr and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from TAC’s stockholders in connection with
the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of TAC’s stockholders in connection with the proposed
business combination will be set forth in TAC’s proxy
statement/prospectus when it is filed with the SEC. You can find
more information about TAC’s directors and executive officers in
TAC’s final prospectus Annual Report on Form 10-K for the year
ended December 31, 2021 dated and filed with the SEC on March 22,
2022. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in
TAC’s preliminary and definitive proxy statement/prospectus when it
becomes available. Stockholders, potential investors and other
interested persons should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. When available, these documents can be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Non-GAAP Measures
The financial information and data contained in this press
release is unaudited and does not conform to Regulation S-X.
Accordingly, such information and data may not be included in, may
be adjusted in or may be presented differently in, any proxy
statement, registration statement, or prospectus to be filed by TAC
with the SEC. Some of the financial information and data contained
in this press release, such as revenue (Non-GAAP, as defined
below), adjusted EBITDA and adjusted EBITDA margin, have not been
prepared in accordance with United States generally accepted
accounting principles (“GAAP”). Adjusted EBITDA is defined as net
earnings before interest expense, income tax expense, depreciation
and amortization
TAC and Grindr believe adjusted EBITDA provides useful
information to management and investors regarding certain financial
and business trends relating to Grindr’s financial condition and
results of operations. TAC and Grindr believe that the use of
adjusted EBITDA provides an additional tool for investors to use in
evaluating projected operating results and trends in and in
comparing Grindr’s financial measures with other similar companies,
many of which present similar Non-GAAP financial measures to
investors. Management does not consider these adjusted EBITDA in
isolation or as an alternative to financial measures determined in
accordance with GAAP. The principal limitation of adjusted EBITDA
is that it excludes significant expenses and income that are
required by GAAP to be recorded in Grindr’s financial statements.
In order to compensate for these limitations, management presents
Non-GAAP financial measures in connection with GAAP results. Grindr
is not providing a reconciliation of its adjusted EBITDA to the
most directly comparable measure prepared in accordance with GAAP
because Grindr is unable to provide this reconciliation without
unreasonable effort due to the uncertainty and inherent difficulty
of predicting the occurrence, the financial impact, and the periods
in which the adjustments may be recognized. For the same reasons,
Grindr is unable to address the probable significance of the
unavailable information, which could be material to future results.
You should review Grindr’s audited financial statements, which will
be included in the proxy statement, registration statement, or
prospectus relating to the proposed business combination. In
addition, all Grindr historical financial information included
herein is preliminary and subject to change.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220509006161/en/
For Grindr Communications and Investor Relations: Patrick
Lenihan Patrick.Lenihan@grindr.com Investors: Ellipsis Jeff
Majtyka IR@grindr.com Media: TrailRunner International Lexi
Schuchert Press@grindr.com For Tiga Acquisition Corp.: Tiga
Acquisition Corp. Diana Luo CFO@tigaacquisitioncorp.com
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