HPX Corp. Files for $200M SPAC IPO


HPX Corp. Files for $200M SPAC IPO

Jun 29, 2020 INTEL by Matt Cianci

On Friday afternoon, HPX Corp. (HPX.U) filed for a $200 million IPO. They will be focused on finding a company in Brazil and will be one of two Credit Suisse SPACs actively looking for a target in Brazil (Replay Acquisition Corp. raised $250M last April). HPX is also going to be the fifth SPAC searching for a deal in Latin America and is optimistic on an economic recovery in Brazil, which they believe will be driven by:

“a variety of factors, including deleveraging across households and businesses, tax reforms to simplify a complex tax system and more favorable labor market conditions.”

Co-chairman of HPX’s board is Bernardo Hees, a “Carioca” (Rio de Janeiro native). Similar to his first job as a tour guide in Rio de Janeiro, Mr. Hees will be selling the country’s investment prospects to unit holders. He is a former partner of 3G Capital who was involved in some of the firm’s high profile investments. Most recently, Mr. Hees was CEO of Kraft Heinz from 2013 to 2019 and led the integration of the two businesses after the merger between Kraft Foods and H.J. Heinz in 2015. Prior to that he was the CEO of Burger King from 2010 – 2013, during which time he (and 3G Capital) took the company public on the NYSE by merging with Justice Holdings – a SPAC traded on the London Stock Exchange backed by Bill Ackman and Nicolas Berggruen.

Prior to that, Bernardo Hees was CEO of América Latina Logística (SAO: RAIL3), a Brazilian logistics company, from 2005 to 2010 (now known as Rumo S.A.). Similar to Burger King, the company experienced a large increase in EBITDA and exceptional equity performance under Mr. Hees. He is also on the board of Avis Budget Group and recently ended his board service for Bunge, an agribusiness and food company with a large presence in Brazil.

HPX’s CEO is Carlos Piani, a former colleague of Mr. Hees at Kraft Heinz and one who has a long-tenured history with M&A as well as operational experience in Brazil. He currently is chairman at Equatorial Energia S.A. (SAO: EQTL3), a Brazilian utilities company and Brasil Brokers Participacoes S.A. (SAO: BBRK3), a Brazilian real estate company. He is also on the board of Petrobras Distribuidora S.A. (SAO: BRDT3), Brazil’s largest fuel distribution company. Prior to that he was CEO of PDG, a Brazilian real estate company and before that was a founding partner at Vinci Capital Partners, a Brazilian private equity firm.

The co-chair of HPX is Rodrigo Xavier. He has an extensive resume in the Brazilian financial sector. He has spent time leading Bank of America Merrill Lynch’s Brazilian division and like Carlos Piani, was a founding partner at Vinci. Prior to this, Mr. Xavier was the Chief Executive Officer of UBS Pactual and Co-Head of UBS Global Asset Management for Latin America. Most recently he became a Fellow at Stanford and an advisor in the topics of digital transformation, innovation, technology and entrepreneurship.

This deal is 24 months and the units include a half warrant, identical to the Replay deal that is targeting companies in Argentina & Brazil, however, unlike Replay, which had a $25 million Indication of Interest (IOI), HPX does not have an FPA or IOI. This is a fairly straightforward SPAC that should sell fairly easily given the team’s bona fides and terms. Look for HPX Corp. to price mid-July.

Summary of the terms below: