System1, a Leading Omnichannel Customer Acquisition Platform, to Become a Publicly Listed Company Through a Business Combination With Trebia Acquisition Corp.

System1, a leading omnichannel customer acquisition platform, and Trebia Acquisition Corp., a special purpose acquisition company (“SPAC”) formed by entities affiliated with William P. Foley, II and Frank R. Martire, Jr., announced a definitive agreement for a business combination that would result in System1 becoming a publicly listed company. Upon closing of the transaction, the combined company will be named System1 Group, Inc. and is expected to be listed on the NYSE and trade under the new ticker symbol “SST”.

Founded in 2013, System1 has developed a proprietary end-to-end responsive acquisition marketing platform (RAMP) which the Company uses to acquire intent-driven customers on behalf of its advertising partners and its own products. The Company operates a portfolio of over 40 digital properties that help over 120mm monthly visitors navigate their everyday lives and include, among others, MapQuest, Startpage, HowStuffWorks, info.com and CarsGenius.

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Concurrent with this transaction, System1 will be combining with Protected.net, a leading developer of security and privacy subscription products with over 2 million paying subscribers. The acquisition enables System1 to grow its privacy-focused products and further diversify its business model. The combined business is ideally positioned for the privacy-centric future of digital marketing.

System1 differentiates itself from other customer acquisition companies in two critical ways: first, where most customer acquisition companies are focused on one or two advertising verticals, System1’s business is vertical-agnostic and is instead diversified across a large spectrum of high value advertising verticals; second, in addition to providing customer acquisition for its advertising partners, the Company uses its RAMP platform to acquire customers for its own subscription products.

The Company’s RAMP platform has enabled it to scale its business to a projected $120 million of billings-based Adjusted EBITDA this year. Between 2018 and 2022, System1 expects to grow its billings-based revenue at a 31% compound annual growth rate, with billings-based EBITDA growth slightly faster at 32% over the same time period. The business grew during the pandemic despite the significant disruption in the online advertising industry as a whole.

“This announcement marks a significant milestone in System1’s natural evolution to a public company. The transaction will provide capital for accelerated investment in our RAMP technology and further our position as a leader in privacy-centric customer acquisition,” said System1 Co-Founder and CEO Michael Blend. “At System1, we strive to improve every single day – our technology, our business, our community, and ourselves. I am thrilled for our entire team and to have Trebia join us on our journey.”

William P. Foley, II, Chairman of Cannae Holdings, commented, “We are very excited to participate in the combination of Trebia and System1 given the opportunity set that we see ahead for the combined Company. System1 is differentiated in the digital marketing sector given its significant scale and diversification across the full spectrum of advertising verticals. This has allowed the Company to deliver impressive growth across multiple industry verticals and market environments. Given the Company’s position and outlook, I am pleased that we have the opportunity to partner with this exciting business.”

Frank R. Martire, Jr., Chairman of Trebia, who will remain on the board of directors of the combined company at the close of the transaction, added, “We are extremely excited and honored to partner with System1. We are confident the Company’s demonstrated track record of innovation in omnichannel customer acquisition will allow System1 to maintain and expand its market leading position with its RAMP platform. Under Mr. Blend’s leadership, the Company has developed an incredible team of more than 300 employees, as well as a diversified and highly profitable business. We look forward to working with Michael and the entire System1 team to accelerate the Company’s continued growth.”

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Transaction Overview

The transaction is anticipated to provide approximately $175 million of cash, assuming no redemptions by TREB’s public stockholders. These proceeds will be used to continue to fund the Company’s growth initiatives, invest in the Company’s RAMP platform, and for acquisitions.

• The $518 million of cash held in Trebia’s trust account is backstopped by the $200 million equity commitment from Cannae, together with $218 million of the BofA Securities debt commitment, which will be utilized as a backstop for potential future redemptions by Trebia public stockholders. This in conjunction with the potential for management to roll additional equity creates a 100% backstop for potential future redemptions.
• Holders of a significant majority of equity of System1 and Protected.net have committed to roll their equity into the combined company.
• The post-money enterprise value of the combined company is $1.4 billion at the $10.00 per share price².
• Michael Blend, System1’s Co-Founder & CEO, and Tridivesh Kidambi, its CFO, will continue in their current roles along with the rest of the System1 executive team.
• Michael Blend will remain Chairman of the Board of System1 and will be joined by William P. Foley, II and Frank R. Martire, Jr. after the transaction closes. The Company expects to add up to 4 more directors in the upcoming months.

The boards of directors of both System1 and TREB have approved the proposed transaction, subject to, among other things, the approval by TREB’s stockholders and satisfaction or waiver of the other conditions stated in the definitive documentation.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by TREB with the Securities and Exchange Commission.

The transaction is expected to close in Q4 of 2021.

Advisors

Evercore is acting as exclusive financial advisor to System1. Latham & Watkins LLP and Willkie Farr & Gallagher LLP are acting as legal advisors to System1.

Trethowans and Greenberg Glusker are acting as legal advisors to Protected.net.

BofA Securities is acting as lead financial and capital markets advisor to Trebia, and provided the committed debt financing. Credit Suisse and Moelis & Company are also acting as capital markets advisors to Trebia. Weil, Gotshal & Manges LLP is acting as legal advisor to Trebia.