Press Release January 29, 2021

Nerdy to Become Public Company via Business Combination with SPAC TPG Pace Tech Opportunities

The Technology and Special Purpose Acquisition Companies (SPACs) teams advised Nerdy Inc. on its agreement to become a public company through a business combination with TPG Pace Tech Opportunities (NYSE: PACE).

Nerdy is a leading direct-to-consumer, curated gig economy platform for live online learning benefiting both learners and experts.

TPG Pace Tech Opportunities is a publicly traded SPAC created by global alternative asset firm TPG’s dedicated permanent capital platform TPG Pace Group.

The transaction values Nerdy at a $1.7 billion market capitalization and provides up to $750 million in cash proceeds, including a fully committed PIPE of $150 million, forward purchase agreements of $150 million, and up to $450 million held in TPG Pace Tech Opportunities’ trust account.

Upon closing of the transaction, TPG Pace Tech Opportunities will redomicile as a Delaware corporation and be renamed Nerdy Inc. Its shares of Class A common stock and warrants are expected to be listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “NRDY” and “NRDY WS,” respectively.

The Goodwin team included John Mutkoski, Jocelyn Arel, Audrey Leigh, Ryan LaForce, Alex Apostolopoulos, Janet Andolina, Sarah Bock, Dan Espinoza, Evyn Rabinowitz, Claire Oxford, Christine Jeong, and Yana Shneyderman.

For more details, read the press release.