SPAC Alpha Web Series: Recent Episodes
SPAC Alpha- Dan Dombroski
The SPAC Alpha Web Series is dedicated deep dives into merger transactions, deal structure trends, regulatory changes, and overall health of the space. We speak with industry experts and company management teams to get a holistic picture of all things SPAC related. Please reach out with any topic that you would like discussed.
SPAC merger between DPCM (NYSE) and D-Wave Systems, a cloud-based quantum computing company.
We speak with Prasad Gundumogula, CEO of Mondee, and ITHAX CEO, Orestes Fintiklis this week about their $842 million combination agreement.
Prasad walks us through the history of the travel space going back several decades and the void that Mondee was solving for in 2011, when the company was founded. He continues to develop the current state of the market and breaks down domestic and international travel segments.
Orestes highlights how each segment is strategically targeted and how they intend to grow market share going forward. Mondee is a group of leading travel technology, service, and content companies driving disruptive innovative change in the leisure, corporate, and retail travel markets. They deliver a revolutionary technology platform of SaaS, mobile, and cloud products and services to a global customer base, processing over 50 million daily searches in 2019 and multi-billion dollars of transactional volume yearly. Founded in 2011, Mondee is headquartered in Silicon Valley, California, with 17 offices in USA and Canada, and operations in India, Thailand, and Ireland.
Ramey Layne, a capital markets and M&A attorney at Vinson and Elkins, joins us to discuss the recent SEC SPAC proposals. We first give an overview of what the proposals actually are and why they are happening with a timeline of possible events. Ramey then dives into the safe harbor provisions, treatment of SPACs as investment vehicles, and the use of projections for both valuations and marketing purposes.
A crucial part of the discussion focuses around liability: examining who is impacted, unintended consequences, and hedging liability exposure. Ramey also dives into the problems with proxy reform/empty voting and highlights alternative solutions. We cap off the conversation with his thoughts on the future of the SPAC market.
TeleSign CEO Joe Burton and North Atlantic Acquisition Corporation (NASDAQ: NAAC) CEO Gary Quin speak with Dan Dombroski about their $1.3bn SPAC transaction. Gary discusses his long history in deal making and the due diligence that went into vetting TeleSign. Joe walks viewers through the evolution of the digital identity & authentication space and how TeleSign has remained at the forefront of innovation with products such as two-factor authentication.
Joe further dives into end user engagement, client retention, and why TeleSign appeals to customers looking for enhanced digital protection.
About Joe Burton
Joseph Burton is the CEO of TeleSign. Before TeleSign, he served as CEO of Plantronics (now Poly) from 2016 to 2020, after joining the company in 2011 as Chief Technical officer, and then Chief Commercial Officer. He started his career in 1990 as a software engineer, was acquired into Cisco in 2001 and served as Cisco's CTO for Unified Communications until 2010. Burton specializes in digital transformation, growth acceleration, corporate strategy and go-to-market, and has extensive expertise in technology and product development. He was most recently a Senior Advisor to the management consulting company McKinsey & Company. He holds a Bachelor of Science degree in Computer Information Systems and completed the Stanford Executive program at Stanford University (Palo Alto, CA).
About Gary Quin
Gary is an experienced TMT executive and has served in numerous senior roles at leading financial, corporate and government institutions. Former roles include Vice Chairman at Credit Suisse and Senior Advisor to The Blackstone Group. He is also the former CEO of telecommunications private equity firm Blackrock Communications and has held various senior roles with mobile phone telecommunications operator Digicel. Gary has advised on 23 M&A deals and executed approximately $60 billion in transactions.
Gary’s track record includes leading the capital raise for four blank check REIT IPOs with an aggregate value greater than €1.5 billion, advising the Irish Government on its €1.5 billion sale of Aer Lingus Group, originating and advising on the $25.6 billion IPO of Saudi Arabian Oil Company Aramco in 2019 and leading a €1.1 billion PIPE by Wilbur Ross, Fairfax Financial Holdings and Fidelity Investments. As a board member of Melita Limited, Melita evolved as a pay-TV-centric cable operator into one of Europe’s first fully integrated quadruple-play telecom operators, with market leading positions in broadband and pay-TV.
SPAC Conference 2022: https://spacconference.com/
Brivo founder and CEO Steve Van Till and Crown PropTech CEO Richard "Ricky" Chera join Dan Dombroski to discuss their SPAC transaction. Steve dives into the explosive growth within the space over the last two decades and how his company has remained at the forefront of cloud access control innovation. He further highlights how transformative the pandemic has been for customer needs. Both Ricky and Steve highlight Brivo's aggressive expansion plans and why the partnership with Crown PropTech is so significant.
Crown PropTech Acquisitions (NYSE: CPTK)
About Steve Van Till
Steve Van Till is the Founder of Brivo and has served as Brivo’s Chief Executive Officer since 2008. Steve currently serves as Chairman of the Standards Committee for the Security Industry Association (SIA) and holds numerous patents in the field of physical security. Prior to founding Brivo, he served as Director of Internet Consulting at Publicis Sapient, led Internet strategy at healthcare analytics provider HCIA and developed satellite communications products at Comsat and Geostar.
About Richard Chera
Richard Chera is the CEO of Crown PropTech Acquisitions and brings over over 20 years of experience in leading large real estate transactions and retail development, branding assets and integrated technologies. He is a co-founder and serves as senior managing director of Crown Acquisitions Inc., or Crown, a New York-based holding company with extensive holdings in real estate and branding assets. At Crown, Richard has executed several marquee transactions, including the acquisition of 650 Madison Avenue from the Carlyle Group, the sale of the retail portion of 666 Fifth Avenue, the acquisition of the Olympic Tower at 641 Fifth Avenue and the adjacent Versace and Cartier mansions from an affiliate of the Alexander S. Onassis Public Benefit Foundation.
In addition to his duties at Crown, Mr. Chera co-founded ReWyre®, a technology aggregator and intelligent city master planner based in New York City. By way of his holdings in Crown Star, a U.K.-based company, ReWyre® collaborates on projects in the U.S. and Canada with design and engineering firms based in Europe and Asia to design “smart” cities for the future.
SPAC Conference 2022
We're taking a step back from the SPAC space to get a better understanding of what's happening at the macro level. Harris 'Kuppy' Kupperman joins Dan Dombroski to discuss energy, commodities & real estate. Harris gives his view on uranium and breaks down the recent volatile price action in commodities. He also examines the shift and migration patterns within the US population and how these changes are playing out in the real estate market.
About Harris Kupperman
Harris has been a professional investor for over two decades. He is the Founder and CIO of Praetorian Capital, a hedge fund that invests inline with thematic strategies that he discusses on AdventuresInCapitalism.com. He is also the Chairman and CEO of Mongolia Growth Group (YAK: Canada and MNGGF: USA).
Harris runs KEDM.com, an event driven monitoring service that spans multiple asset classes and strategies.
SPAC Conference 2022
Joe Reece speaks with Dan Dombroski about putting together a structured PIPE in the current environment. He also discusses trends in deal structures such as shortened SPAC tenures and the risks associated with a shorter time horizon. Joe highlights what it was like to bring Atlas Technical Consultants & Black Rifle Coffee Company public and what it really means for a company to be 'public ready'.
About Joe Reece
Joe Reece founded Helena Capital, a merchant bank, in April 2015 and served as Chief Executive Officer until January 2017, and then again since October 2018. Mr. Reece also served as Consultant to BDT & Company, LLC from October 2019 to November 2021. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC’s Investment Bank for the Americas from February 2017 to September 2018. Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. His prior experience includes practicing as an attorney for ten years, including at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the Securities and Exchange Commission. Mr. Reece has been a member of the board of directors of Compass Minerals, Inc. since 2019 and has been Chairman since May 2021. He also previously served as a member of the board of directors of UBS Securities, LLC, of Atlas Technical Consultants, Inc. and its predecessor company, Boxwood Merger Corp., of Del Frisco’s Restaurant Group, Inc., of RumbleOn, Inc., of CST Brands, Inc., and of LSB Industries, Inc.
SPAC Conference 2022 - https://spacconference.com/
Louis Camhi joins us to discuss how SPACs can be used as a treasury alternative with a higher yield and comparable risk characteristics. He also dives into his view on the state of SPAC warrants and potential opportunities that exist. Louis gives a breakdown of how we got here and scenarios that could play out going forward.
Swvl / Queen’s Gambit Growth Capital - https://www.spacresearch.com/symbol/GMBT.U
SPAC Conference 2022 - https://spacconference.com/
Dan Dombroski speaks with Mathieu Bonnet (CEO) & Ton Louwers (CFO) about the rapid evaluation of the EV space with specific attention on Europe's electric grid- differentiating from U.S. infrastructure. Mathieu discusses how Allego is well positioned at prime locations with charging stations and their head start against competitors. Ton adds context to the company's capital requirements, manufacturing logistics, and unit economics.
Allego delivers charging solutions for electric cars, motors, buses, and trucks, for consumers, businesses, and cities. Allego’s end-to-end charging solutions make it easier for businesses and cities to deliver the infrastructure drivers need, while the scalability of our solutions makes us the partner of the future. Founded in 2013, Allego is a leader in charging solutions, with an international charging network comprising more than 28,000 charge points operational throughout Europe – and proliferating. In 2018, the Company was acquired by Meridiam, a global long-term sustainable infrastructure developer and investor, which provided necessary capital to enable the expansion of Allego’s existing global network, services and technologies. Allego's charging solutions are connected to our proprietary platform, EV-Cloud, which gives our customers and us a complete portfolio of features and services to meet and exceed market demands. We are committed to providing independent, reliable, and safe charging solutions, agnostic of vehicle model or network affiliation. At Allego, we strive every day to make EV charging easier, more convenient, and more enjoyable for all.
SPAC Conference 2022: https://spacconference.com/
We speak with Dan Wagner and Stephen Herbert about their business combination between Rezolve and Armada. Dan breaks down what Rezolve does and how they're creating better engagement between business' and their customers/users. He also sets the tone for why this technology is so impactful. Dan then dives into where the business stands and how they plan to expand into new markets going forward.
About Rezolve
Rezolve is taking retailing into a new era of customer engagement with a proprietary mobile engagement platform. The Rezolve Platform is a powerful set of mobile commerce and engagement capabilities that provide mobile application vendors with a range of valuable commercial opportunities that can be realized without having to develop code, host operations or manage security. The Rezolve Inside SDK allows mobile application vendors to quickly deliver innovation for their consumers into existing or new mobile apps. Rezolve was founded in 2016, is headquartered in London, UK and has offices in China, India, Taiwan, Germany, Spain and Mexico. (www.rezolve.com).
About Armada Acquisition Corp. I
Armada Acquisition Corp. I is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Armada was founded on November 5, 2020 and is headquartered in Philadelphia, PA.
SPAC Conference 2022
Andrew Davies joins Dan Dombroski to discuss the Syniverse business model and how the company makes mobile communication possible in our every day lives. We also discuss the scale of Synivere and where they fit within the carrier & enterprise ecosystem, particularly in the 5G space. Andrew paints a picture of a few of the opportunities that exist within each business segment.
About Syniverse
Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for more than 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers.
SPAC Conference 2022
Rajiv Shukla and Ben Kwasnick discuss SPAC industry trends, proposed regulatory action, and how the current state of the market could evolve, with Doug Ellenoff of Ellenoff Grossman & Schole LLP.
Mini Series: Year In Review- Part 2/2
Listen to part 1 here
Anchor investors and terms newsletter from October 25th, 2022
The team builds on their discussion about committed capital then segways into the evolution of SPAC structures. Of particular interest is Pershing Square's tontine incentive to entice shareholders into sticking around after deal closing and offering an alignment of incentives by the sponsor.
Next Ben and Rajiv talk about zero warrant structures. Rajiv gives a fantastic analysis of how to view a deal once it is announced from a fundamental perspective. The conversation continues into an analysis of regulatory intervention. We close out with what might be expected in the year ahead.
Dan Dombroski speaks with Geoff Paul & Brian Riley about the evolution of SPACs from a banking perspective. We discuss transaction terms and the bull/bear case for SPACs going forward.
Disclaimer
These materials do not contain all information that may be required to evaluate, and do not constitute a recommendation with respect to, any transaction or matter and should not be construed as an offer or the solicitation of an offer to sell or to buy or subscribe for any particular product or services (including, without limitation, any commodities, securities or other financial instruments). Nothing in these materials constitutes investment, legal, accounting or tax advice. Any recipient of these materials should conduct its own independent analysis of the matters referred to herein. The information contained in the material is as of the date and time referenced therein and BMO Capital Markets does not undertake any obligation to update such information.
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Chris DeMuth Jr. speaks with Dan Dombroski about his Renren (NYSE: RENN) investment thesis and how the idea is playing out in the courts. We transition into discussing the evolution of SPAC structures over the past year and what it takes for a transaction to come together. Chris defines, interprets, and lays out how he deploys risk capital.
DeMuth explains what he looks for from a quality sponsor and what sticks out to him about certain teams. We cap the conversation with insights about the current administration's regulatory stance and the implications on SPAC transactions.
Mini Series: Year In Review- Part 1/2
Ben Kwasnick, Rich Humphrey, & Rajiv Shukla recap an explosive year in SPACs. We discuss the catalysts that set the space in motion and how transactions progressed in frequency, size, structure, and sentiment. The conversation builds into evaluating PIPEs, themes, and the need for flexibility.
The conversation is wide-ranging with insights from both a sponsor and investor perspective.
Dan Dombroski speaks with Tim Hentschel and Mohsen Moazami in today's interview. Tim co-founded HotelPlanner in 2004 and as CEO he has bootstrapped the company to an expected $128mm in revenue for 2021. Mohsen sits as the Chairman of Astrea Acquisition Corp., adding to his long tenure of executive positions in the technology space.
HotelPlanner is a leading travel technology company that combines proprietary artificial intelligence capabilities, and a 24/7 global gig-based reservations and customer service network. HotelPlanner announced its intention to go public in a three-way SPAC IPO Merger with Astrea Acquisition Corp. and Restervations.com.
We discuss how customer price sensitivity has dropped in favor of convenience and local domain expertise. Tim expands on why the gig-based call center model has helped the business grow and the firm's expansion plans into new markets and a growing number of partnerships. Mohsen highlights why HotelPlanner is such an appealing partner as an integrated technology platform and how the transaction was structured to be aligned with investor's interest.
Our guests today are Dr. Don Basile and Jon Wilk. Don is the Co-CEO of Roman DBDR, the sponsor taking CompoSecure public via SPAC. Jon was appointed CEO of CompoSecure in 2017, taking revenue from $80mm $261mm in 2020.
CompoSecure solidified its standing as a leading metal card manufacturer and the company has recently expanded its offering cold storage for crypto assets with the Arculus product.
We discuss the metal card manufacturing landscape and the coopetition model being used as part of the firm's strategic growth. Jon explains hacking threats that crypto wallet holders face and the steps that CompoSecure has taken to make user's accounts are more secure. The conversation converges on how combining card manufacturing and securing customer's crypto wallets is a logical path to executing on the firm's roadmap.
This episode was recorded on December 6th, 2021. We review this past week's IPOs, deal announcements, closed deals, and terminated transactions. Ben & Rich discuss the $1bn Digital World Acquisition Corp (NASDAQ: DWAC) then dive into Patrick Orlando's other recent activity.
We also talk about that status of the FAST Acquisition Corp (NYSE: FST) / Fertitta Entertainment saga. Ben also breaks down this weeks newsletter which is free for anyone to access this week: https://www.spacresearch.com/newsletter
This was recorded on November 23rd. My guests today are Ben Kwasnick & Rich Humphrey, co-founders of SPAC Research. SPAC Research was founded in 2017 when the two recognized that there were likely many others in the same position of needed SPAC data and having limited available resources. SPAC Research has since become the industry leading platform for data and analytics.
We discuss SPAC activity, asset class observations, and overall trends. Our Industry Panel interviews are designed to keep you informed on the space in under 15 minutes. Please enjoy this conversation with Ben Kwasnick & Rich Humphrey.
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Brent and Chris discuss the resiliency of the luxury travel subscription model through COVID-19 and the challenges that both Inspirato and the travel industry face ahead. Brent dives into client profiles and why the model is so appealing to each demographic. He also goes through the step-by-step vetting process for homeowners to list their properties to Inspirato.
Guests:
Brent Handler is an entrepreneur and pioneer of the destination club industry. In 2002, Brent and his brother Brad founded Exclusive Resorts. Brent served as the company's president from 2002 to 2009, during which time Exclusive Resorts amassed more than $1 billion in real estate assets, delivered tens of thousands of vacations to members worldwide, and set the standard for the burgeoning destination club industry. In January 2011—convinced he could improve on the model he helped establish—Brent, Brad, and their partners launched Inspirato, providing luxury travelers access to a curated collection of exceptional vacation options combined with expert trip planning and personalized service but without the six-figure, upfront fees previously common in the industry. Brent graduated from the University of Colorado with a bachelor's degree in business.
Chris Hemmeter is the co-founder and managing director of Thayer Ventures, a venture capital firm investing in emerging technology companies in the travel and transportation space. Prior to Thayer Ventures, Chris was founder and president of iCare Marketing (sold to Sysco Foodservice Corporation in 2012) and founder and CEO of Dynamic Payment Ventures (sold to Elavon, a subsidiary of US Bank in 2007). Before that, he was founder and CEO of CriticalArc Technologies, a supply-chain software provider to the foodservice industry and founded the E&O Trading Company Restaurant in San Francisco.
Craig Hurlbert and Ed Forst join Dan Dombroski discuss the steps that Local Bounti is taking to disrupt traditional agriculture. We also talk about how important being local is for the quality of the product, logistics, and delivering at scale. Craig dives into the end user experience at the grocery store and why there is such an opportunity in the historically unbranded produce department.
Dan Dombroski speaks with Goldman Sachs Acquisition Holdings Corp (GSAH) CEO Tom Knott and Mirion Technologies founding CEO Tom Logan about their business combination.