Mount Rainier Acquisition Corp *

Mount Rainier Acquisition Corp *

Jun 4, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: HUB Security

ENTERPRISE VALUE: $1.28 billion
ANTICIPATED SYMBOL: HUBC

Mount Rainier Acquisition Corp proposes to combine with HUB Security, Tel-Aviv-based developer of Confidential Computing cybersecurity solutions and services.

HUB Cyber Security (Israel) Limited (“HUB”) was established in 2017 by veterans of the 8200 and 81 elite intelligence units of the Israeli Defense Forces. The company specializes in unique Cyber Security solutions protecting sensitive commercial and government information. The company debuted an advanced encrypted computing solution aimed at preventing hostile intrusions at the hardware level while introducing a novel set of data theft prevention solutions. HUB operates in over 30 countries and provides innovative cybersecurity computing appliances as well as a wide range of cybersecurity services worldwide.


SUBSEQUENT EVENT – 12/29/22 – LINK

  • The shareholder vote scheduled for December 30, 2022, has been adjourned until January 4, 2023

EXTENSION – 12/22/22 – LINK

  • The SPAC approved the extension from January 7, 2023 to March 1, 2023
    • 14,535,798 shares were redeemed at the meeting

TRANSACTION

  • The Combined Company will have an estimated pro forma enterprise value of approximately $1.28 billion.
  • The proposed transaction is expected to close in the third quarter of 2022.

Mount Rainier Transaction Overview


PIPE

  • The Company entered into subscription agreements anchored by Israeli and American institutional and existing investors, pursuant to which, the Subscribers have agreed to purchase approximately $50,000,000 at a purchase price of $10.00 per share.

SPONSOR SUPPORT AGREEMENT & LOCK-UP

  • RNER entered into a Sponsor Support Agreement pursuant to which such holders agreed to:
    • (a) with respect to members of the Sponsor Group, not to transfer their Covered Shares for a period of nine months after the Closing Date and not to transfer their Company Warrants during the 30 days after the Closing Date.
    • (b) forfeit, for no consideration, on a pro rata basis, an aggregate amount of Company Ordinary Shares issuable in respect of such holders’ SPAC Shares pursuant to the Business Combination Agreement equal to the aggregate amount by which the Unpaid SPAC Liabilities and Expenses collectively exceed $10,000,000 without the prior written consent of the Company.

NOTABLE CONDITIONS TO CLOSING

  • The aggregate cash proceeds (after giving effect to all of the SPAC Stockholder Redemptions) plus the PIPE Financing Amount shall equal at least $50,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • By either RNER or the Company if the Business Combination Agreement has not been consummated on or prior to September 23, 2022 (the “Termination Date”) or January 22, 2023, if the SEC has not declared the Registration Statement/Proxy Statement effective on or prior to September 23, 2022.

ADVISORS

  • A-Labs Advisory & Finance Ltd. (“ALabs”) and Oppenheimer & Co. Inc. are serving as financial advisors to HUB
  • ALabs is serving as sole placement agent for the PIPE.
  • Latham & Watkins LLP and Pearl Cohen Zedek Latzer Baratz are serving as legal advisors to HUB.
  • A.G.P./Alliance Global Partners is serving as the exclusive financial advisor to RNER.
  • Loeb & Loeb LLP and Sullivan & Worcester LLP (Tel Aviv) are serving as legal advisors to RNER.

MANAGEMENT & BOARD


Executive Officers

Matthew Kearney, 59
Chief Executive Officer and Director

Mr Kearney has over 30 years of experience as an investor, Chief Executive Officer, Executive Chairman, and Board member in mergers and acquisitions in the United States and United Kingdom in the areas of private equity, technology and wealth management. After graduating from the London Business School and as Investment Director at 3i PLC, Matthew joined Carlton Communications PLC, the acquisitive FTSE 100 media conglomerate, as head of Mergers & Acquisitions, becoming an officer of the board in the process. Mr. Kearney moved to New York in 2002 to take up his first Chief Executive Officer position at Screenvision, LLC, a Carlton/Thomson joint venture where he grew revenue by 300%, with strong EBITDA margins leading to a profitable sale of Screenvision LLC to the Disney Family ‘s Shamrock PE fund in 2010. Mr. Kearney has since launched the global news site Mail Online in the United States, then ran a Carlyle Group Portfolio Company as Executive Chairman and today is the Chief Executive Officer of ICV’s portfolio company LeadingResponse. Mr Kearney holds or has held board positions on companies in Rock Holdings Inc (NYSE:RKT) and Telenor ASA (NORWAY:TEL). He was a member of the investor group of MI Acquisitions, a NASDAQ listed special purpose acquisition company (“SPAC”) that completed its initial business combination in 2018 to become Priority Technology Holdings (NASDAQ: PRTH). Mr. Kearney was subsequently appointed board director and audit chair of Priority Technology. Mr Kearney’s not for profit affiliations have included board positions at the British Academy of Film and Television Arts (BAFTA) and the American Financial Education Alliance (AFEA) which is dedicated to improving the public’s understanding of personal wealth management. Matthew has an MBA from London Business School, a BSc (Hons) in Aeronautical Engineering from Manchester University, and C.Eng. (RAeS).


Young Cho, 45
Chief Financial Officer and Director

Mr. Cho has a diverse background with over 24 years of banking and startup experience. Most recently, Mr. Cho is involved in the cryptocurrency industry as CFO of Hedera Hashgraph LLC a proof-of-stake public network powered by hashgraph consensus. Prior to Hedera, Mr. Cho was chief investment officer of Abra, a digital consumer wallet where users can buy, sell, and earn rewards on their cryptocurrency holdings. Prior to Abra, Mr. Cho was CFO of Celsius Network from April 2019 to January 2020 and CFO of Alt Lending from January 2018 to April 2019, both companies involved in the lending of cryptocurrencies. Prior to that, Young held several positions in investment banks. Mr..Cho was an Executive Director at UBS Private Finance from March 2010 to May 2012, responsible for originating loans for M&A, capex, and working capital for medium sized private companies and for Ultra HNW clients. Prior to UBS, Mr. Cho was co-founder and Managing Director at Newtonian Capital, a multi-strategy hedge fund focusing on event-driven strategies based in Hong Kong. Prior to Newtonian, Mr. Cho was a Director at Citigroup Global Special Situations Group, where he invested Citigroup’s proprietary capital in the debt and equity of distressed corporates and special situation investments. Young started his career as an analyst at Salomon Brothers Fixed Income Quantitative Research group. Young has a BS in Electrical Engineering from Cornell, a Masters in Financial Engineering from Cornell, and a MPA in Economic Policy Management from Columbia.


Board of Directors

Christina Favilla, 53
Director

Ms. Favilla is an independent board member for Priority Technology Holdings and Citizens State Bank of Ouray Colorado, where she is a member of Audit and Compensation Committees and Chair of the Nominating and Governance Committee. She is a director nominee for Opportunity Financial, LLC, a financial technology platform, following its proposed business combination with FG New America Acquisition Corp., a special purpose acquisition company. As an advisor to accomplished Fintech companies, in public and private markets, focused on the financial services and payments industry, Ms. Favilla joined Ocrolus, in September 2020, one of the fastest growing Fintech companies in the U.S., blending financial documentation and machine learning. Ms. Favilla from July 2017 to September 2019 was the chief operating officer (“COO”) of Sterling National Bank and from February 2012 to June 2017, the COO of GE Capital North America, a financial segment of General Electric Company, representing $100 billion in served assets across Canada, Mexico and the United States. Ms. Favilla combined her people leadership and process disciplines and regulatory background to safely process over 3 million financial transactions each year. Ms. Favilla led a diverse team of 2,500 people across 33 locations and interacted with over 20,000 vendors. Ms. Favilla was a key member of the divestiture team at GE, leading the separation activities of the largest corporate reorganization in US market history. Prior to joining GE Capital, Ms. Favilla served as President of Bank of New Castle and President of Discover Bank, the banking arm of Discover Financial Services, offering online banking, credit card and home loan services, from 2006 through 2012. As President of Discover Bank, Ms. Favilla deployed the funding strategy to successfully launch the initial public offering of Discover Financial Services from Morgan Stanley. Ms. Favilla is a former board member of the American Bankers Association Government Relations Committee and Banking Council in Washington DC. Ms. Favilla’s community and not for profit engagements include chair of the Delaware Financial Literacy Institute, Delaware Chamber of Congress, Delaware Bankers Association and Danbury Chamber of Congress. Ms. Favilla received her Bachelor’s degree in International Studies from Marymount College and received a Master’s degree in Business Administration from Fordham University. We believe Ms. Favilla is qualified to serve on our board based on her academic and practical experience in the areas of finance, compensation, and corporate governance.


Otto Risbakk, 59
Director

Mr. Risbakk is a senior finance executive with more than 30 years of global business experience from a broad range of strategic and operational management positions in leading global technology companies. Mr.. Risbakk has been a senior executive at Telenor ASA, the $30B EV multinational telco since 2008. Currently Mr. Risbakk serves as CFO of Telenor Denmark. Until 2019 Mr. Risbakk served as head of Group M&A where he executed more than 70 Mergers & Acquisitions transactions worth more than $15 billion for the company keeping stakeholders committed and obtaining praise from investors. Prior to Telenor Mr. Risbakk worked at Norsk Hydro, Norway as VP International Business Development, Oil & Gas VP Corporate Mergers & Acquisitions and CFO of Hydro Automotive from 1998 to 2002. Mr. Risbakk has held CFO positions at Rieter Automotive, Italy where he was CFO of Automotive Division & Fiat CBU and Co-head new European ERP & Business Model from 1995 to 1998. Mr. Risbakk was CFO of Allied Signal Aftermarket Germany and held divisional CFO, Controller and Internal Audit positions at Sclumberger Ltd Houston, Frankfurt and Budapest from 1989 to 1994. Mr. Risbakk has a Baccalaureat from the Lycee Corneille, France, and a degree in Business Administration from the University of Fribourg, Switzerland.


Jeffery Bistrong, 59
Director

Mr. Bistrong is a partner and member of the investment committee of middle market private equity firm HKW, Inc. since April 2020, where he primarily focuses on technology investments. Prior to HKW, Jeff had a banking career for over 30 years, including from May 2002 to December 2019 with Harris Williams, an investment bank specializing in M&A advisory services as Managing Director. Jeff joined Harris Williams when it was a small generalist firm and helped grow it become a global M&A advisor and subsidiary of PNC Financial Services Group Inc. (NYSE:PNC). Jeff founded and led the bank’s Technology, Media & Telecom Group operating across offices in Boston, San Francisco and London and personally advised 100+ technology companies and private equity firms on M&A transactions. Earlier in his career, Jeff was an M&A banker at BancBoston Robertson Stephens and predecessor entities from October 1989 to October 1999 and Tucker Anthony from November 1999 to December 2001. Jeff, is currently a director of government software and services company Civix and healthcare software company Kumanu. Prior board experience includes HKSE-listed Mobile Telecom (Networks) Ltd. and nonprofit hospital group Northeast Health Systems. Jeff holds a BA from Colby College and dual M.B.A./MA degrees from the University of Michigan and lives in Manchester-by-the-Sea, MA.