Online learning platform Nerdy to merge with TPG blank-check company

Nerdy Inc. agreed to become a public company through a merger deal with a TPG Capital LP-affiliated blank-check company that values the online learning platform at a post-money equity value of about $1.7 billion.

The deal provides for cash proceeds of up to $750 million, including a fully committed private investment in public equity, or PIPE, of $150 million, forward-purchase agreements of $150 million, and up to $450 million held in TPG Pace Tech Opportunities Corp.'s trust account.

The PIPE will come from Franklin Templeton, the Healthcare of Ontario Pension Plan, Koch Industries and Learn Capital, among other investors.

Existing Nerdy investors, including TCV, Learn Capital, the Chan Zuckerberg Initiative and existing management, expect to keep an ownership interest of more than 50% in the business. Nerdy Founder, Chairman and CEO Chuck Cohn will remain the largest individual stockholder in the company.

Nerdy is expected to have a seven-person board and will continue to be led by current management.

Upon closing and assuming no redemptions by TPG Pace stockholders, Nerdy is expected to have approximately $300 million in cash.

TPG Pace will be renamed Nerdy Inc., with its class A common shares and warrants expected to be listed on the NYSE under the NRDY and NRDY WS tickers, respectively.

The deal is expected to close in early second quarter, subject to approval by TPG Pace shareholders and other closing conditions.

Goldman Sachs & Co. LLC was financial adviser to Nerdy, with Goodwin Procter LLP acting as its legal adviser.

Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Barclays Capital Inc. and TPG Capital BD LLC were financial advisers, capital markets advisers and PIPE placement agents to TPG Pace, while Vinson & Elkins LLP was its legal adviser.