JWCA acts as placement agent on Nogin and Software Acquisition Group III’s $60 million private convertible financing

April 2022 | read press release

Transaction Background

Software Acquisition Group Inc. III, a special purpose acquisition company, (“SWAG III” or the “SPAC”) successfully raised $60mm in a private convertible financing, with a $10mm accordion feature, to support it’s planned merger with Nogin, Inc. (“Nogin” or the “company” and provide capital to accelerate Nogin’s growth

SWAG III’s objectives included:

  • Raising additional capital in a volatile SPAC market

  • Strengthening and diversifying its balance sheet

  • Partnering with a syndicate of investors for long-term growth

The company engaged J. Wood Capital Advisors, LLC (“JWCA”) to assist in the structuring, negotiation, documentation, and execution of this transaction

JWCA provided analysis to the SPAC and Nogin on deal structuring and related items, including:

  • Convertible structuring

  • Precedent private convertible investment terms and conditions

  • Investor targeting

  • Documentation

JWCA provided advice, support, and analysis throughout the execution process

JWCA acted as placement agent, and led the marketing, pricing negotiations, and allocation of the security

Results

SWAG III was able to raise $60mm in committed capital, with a $10mm accordion feature, from several long-term strategic investors

The investment will provide the SPAC with additional capital to complete it’s planned merger with Nogin and fund future growth opportunities at the company