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Alpine Acquisition Corporation *

Alpine Acquisition Corporation *

Jul 21, 2021 by sam.beattie

LIQUIDATION – 3/29/23 – LINK

  • The SPAC terminated their merger agreement with Two Bit Entertainment Corp. As a result, they will be liquidating the Trust and returning funds back to shareholders.

The below-announced combination was terminated on 3/29/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Two Bit Entertainment Corp. [TERMINATED]

ENTERPRISE VALUE: $151 million
ANTICIPATED SYMBOL: REVE

Alpine Acquisition Corporation proposes to combine with Two Bit Entertainment Corp.

Based in Los Angeles, Two Bit Circus is an award-winning community of entertainment and engineering enthusiasts who combine a love of technology with mad invention in pursuit of the future of fun. Named by Fast Company as one of the most innovative game companies of 2020, and recipient of TripAdvisors’ Traveler’s Choice Award, rated in the top 10% of attractions worldwide, Two Bit Circus is opening the world’s first network of Micro-Amusement Parks. These one-acre entertainment complexes fuse the latest interactive technology with the wonder and spectacle of a classic circus and carnival. The parks are a platform to showcase best-in-class interactive entertainment from all over the world and are filled with unexpected social experiences that bring people together elbow-to-elbow to play, eat, drink, and generally experience life at the highest resolution.

EXTENSION – 3/2/23 – LINK

  • The SPAC will extend the bate by which it must consummate an initial business combination from March 2, 2023 to April 2, 2023.
  • Holders of an aggregate of 10,489,177 shares of the Company’s common stock exercised their right to redeem their shares for approximately $10.50 per share.
  • No funds were contributed to the trust account in connection with the one-month extension.
  • The outside date was changed from March 2, 2023 to April 2, 2023.

SUBSEQUENT EVENT – 2/24/23 – LINK

  • The business combination meeting was adjourned from February 24, 2023 to February 28, 2023.

EXTENSION – 11/30/22 – LINK

  • The sponsor confirmed that it will extend the time needed to complete a business combination from December 2, 2022 to March 2, 2023
    • The Extension is the second of up to two three-month extensions permitted under the Company’s governing documents.
    • The Sponsor has notified the Company that it intends to cause an aggregate of $1,070,000 to be deposited into the Company’s trust account

EXTENSION – 8/29/22 – LINK

  • The sponsor confirmed that it will extend the time needed to complete a business combination from September 2, 2022 to December 2, 2022.
    • The Extension is the first of up to two three-month extensions permitted under the Company’s governing documents.
    • The Sponsor has notified the Company that it intends to cause an aggregate of $1,070,000 to be deposited into the Company’s trust account

SUBSEQUENT EVENT – 8/29/22 – LINK

  • On August 26, 2022, the Merger Agreement and Hotel Purchase Agreement were amended in order to extend the date by which the parties may terminate such agreements if the transactions contemplated thereby have not been consummated from September 30, 2022, to November 30, 2022.

SUBSEQUENT EVENT – 7/18/22 – LINK

  • The Board of Directors of Alpine will issue a dividend to holders of shares of common stock sold in Alpine’s initial public offering who do not seek redemption of their public shares.
  • The Board of Directors authorized a dividend of 0.665 shares for each public share held of record on the day following the consummation of the Business Combination.

TRANSACTION

  • The representations and warranties of the parties to the Merger Agreement will survive the Closing for a period of one year (the “Survival Period”).
    • The TBC security holders have agreed that 10% of the Merger Share Consideration shall be placed in escrow during the Survival Period
  • Two Bit Circus shareholders will contribute 100% of their equity into the combined company.
  • Alpine will issue an aggregate of 4,980,000 shares of common stock to the Two Bit Circus shareholders, and pay $45.5 million in cash and issue 1,950,000 shares of common stock to the sellers of the hotels being acquired.
  • The boards of directors of Alpine and Two Bit Circus have approved the proposed business combination.
  • The Transactions are expected to close in the third quarter of 2022

Alpine Transaction Overview2

PIPE

  • An estimated $25 million in gross proceeds from PIPE investors is expected to close with the business combination.
    • Unnamed investors

LOCK-UP

  • Company and Sponsor
    • six months following the Closing Date

TRANSACTION DETAILS

  • Each share of TBC common stock issued and outstanding immediately before the Effective Time (other than such TBC Common Stock as may be held by Alpine or in treasury by TBC, which shares shall be canceled pursuant to the Merger Agreement (the “Cancelled Shares”), and TBC Common Stock held by holders who exercise dissenters’ rights under Section 262 of the Delaware General Corporations Law (“Dissenting Shares”) will be converted into and become the right to receive a number of shares of New TBC Common Stock equal to:
    • (a) (i) (I) $49,800,000, minus
    • (II) the aggregate outstanding balance of the convertible promissory notes issued by TBC between October 19, 2021, and March 24, 2022, with an initial principal balance of $5,010,000 that are not converted into shares of TBC Common Stock immediately prior to the Closing, divided by 
      • (ii) $10.00, divided by 
        • (b) the number of shares of TBC Common Stock issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares)
    • TBC currently has certain outstanding derivative securities exchangeable for or convertible into TBC Common Stock. Pursuant to the Merger Agreement, prior to the Effective Time, all TBC Derivative Securities shall be exercised for or converted into shares of TBC Common Stock and treated as described above or terminated.
  • The purchase price for the Hotels is $65,000,000, payable in the form of (x) $45,500,000 in cash, and (y) 1,950,000 shares of New TBC Common Stock

NOTABLE CONDITIONS TO CLOSING

  • The funds contained in Alpine’s trust account, together with the proceeds of any private financing undertaken by Alpine and the cash on Alpine’s balance sheet, equaling or exceeding $15 million (the “Minimum Cash Condition”)
  • The outstanding balance of the outstanding TBC Convertible Notes not converted immediately prior to the Closing being less than $6,000,000 in aggregate and delivery at Closing of a properly executed payoff letter agreement from each holder of TBC Convertible Notes, pursuant to which each such holder agrees not to convert such TBC Company Convertible Notes at any time from and after Closing and setting forth the pay-off amount required to repay such holder’s TBC Company Convertible Note(s) in full as of the Closing or within five business days thereafter

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On March 2, 2023, the Merger Agreement and Hotel Purchase Agreement were amended in order to extend the date by which the parties may terminate such agreements if the transactions contemplated thereby have not been consummated from March 2, 2023, to April 2, 2023.
  • By either Alpine or TBC if the Transactions are not consummated on or before September 30, 2022.
  • By either Alpine or Hotel Sellers if a governmental entity shall have issued a final, non-appealable governmental order, rule or regulation permanently enjoining or prohibiting the consummation of the Transactions.
  • By Hotel Sellers if Alpine has not delivered a binding commitment to Hotel Sellers for a financing provided for in the Hotel Purchase Agreement by June 16, 2022

ADVISORS

  • Maxim Group LLC acted as sole financial advisor to Alpine Acquisition Corporation.
  • Hodges Ward Elliott, LLC acted as the buyer representative on the hotel transaction.

MANAGEMENT & BOARD

Executive Officers

Kim Schaefer, 55
Chief Executive Officer

Since 2020, Ms. Schaeffer has been the CEO of Two Bit Circus. From 2017 to 2019, Ms. Schaefer served as President of Two Bit Circus, Inc. She has also served as an Advisor to Alpine Consolidated since December 2020. From 2015 to 2016, Ms. Schaefer was a consultant to Two Bit Circus. From 2009 to 2015, Ms. Schaefer served as Chief Executive Officer and a director of Great Wolf Resorts, Inc. (NASDAQ: WOLF) Prior to being appointed the Chief Executive Officer, Ms. Schaefer served as Great Wolf Resorts’ Chief Operating Officer/Chief Brand Officer from 2005 to 2015. Ms. Schaefer currently serves on the board of Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV) and SeaWorld Entertainment, Inc (NYSE: SEAS) and previously served on the board of Education Realty Trust, Inc. (NYSE: EDR), a collegiate housing REIT. Ms. Schaefer received a B.A. in Accounting from Edgewood College and is a Certified Public Accountant (inactive).

Alex Lombardo, 52
Chief Financial Officer

Mr. Lombardo has over 20 years of finance and development experience in the hospitality and entertainment industries having led capital markets, corporate finance, accounting, financial planning, investor relations, and treasury management. Since January 2020, Mr. Lombardo has served as the Chief Financial Officer of LTD Hospitality Group. He has also served as an Advisor to Alpine Consolidated since December 2020. From 2017 to January 2020, Mr. Lombardo served as Chief Financial Officer and Head of Development for Two Bit Circus, Inc. Additionally, Mr. Lombardo served in a number of positions with Great Wolf Resorts, Inc. (NASDAQ: WOLF) from 2004 to 2017, including Treasurer, SVP of Finance and SVP of Development. From 1998 to 2004, Mr. Lombardo served as VP of Finance for Interstate Hotels and Resorts, Inc. (NYSE: IHR) Mr. Lombardo received a B.B.A. degree from James Madison University.

Board of Directors

Elan Blutinger, 65
Chairman

Since 1996, Mr. Blutinger has been the Managing Director of Alpine Consolidated, LLC, a firm he co-founded that specializes in consolidating travel and technology companies. Since April 2019 he has also been the Chairman and Chief Executive Officer of Espresoh Tech, a Washington, DC-based, software product development company, and from 2010 to 2018 AudioNow Holdings, a global mobile distribution platform for in-language media. From 2004 to 2012, Mr. Blutinger served on the board of directors of Great Wolf Resorts (NASDAQ: WOLF), a family entertainment resorts company. He was previously chairman of VRGateway an online lodging technology company, from 2004 until its sale to Kinderhook Industries in 2008. From 2000 until 2003, he was a director and chairman of the special committee at Hotels.com (NYSE: HOTEL). Mr. Blutinger was also a director of Resortquest International, (NYSE: RQI) from 1997 to 2003, of Travel Services International (NASDAQ: TRVL) from 1996 to 2001, and of London-based Online Travel Services (LSE: OTC) from 2000 to 2004. Mr. Blutinger earned a BA from the American University, a MA from the University of California at Berkeley, and a JD from the Washington College of Law.

David Goldberg, 52
Director

Mr. Goldberg is an experienced public company and start-up CEO, board member and advisor with extensive experience in gaming, entertainment and sports. Since March 2017, he has served as a senior adviser to TPG Capital, one of the world’s largest private equity firms. Since December 2018, he has also served as a board member and audit committee chair of GAN Limited (NASDAQ: GAN), the nation’s leading software platform provider for the burgeoning online sports betting and casino space. From April 2014 to April 2018, he was a board and audit committee member at Trans World (OTCQB: TWOC), which operates casinos in the Czech Republic and was sold in mid-2018. From 2013 to September 2016, Mr. Goldberg was Chief Executive Officer of ScoreBig, Inc., owner and operator of ScoreBig.com, which made a general assignment for the benefit of creditors under California law in October 2016. From August 2008 to June 2010, he was the Chief Executive Officer of Youbet.com (Nasdaq: UBET) which was at the time the United States’ largest online wagering company. From October 2010 to July 2012, Mr. Goldberg was co-Chief Executive Officer of Federated Sports and Gaming, Inc. In 2012, Federated filed a petition for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Mr. Goldberg received a BA in Economics from Northwestern University and an MBA from the University of Chicago Booth School of Business.

Howard Silver, 66
Director

Since 2007, Mr. Silver has been managing his personal investments and serving on various public and private company boards. From 1994 until 2007, Mr. Silver held various positions with Equity Inns, Inc., a former NYSE- listed hospitality REIT, including Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer and Secretary. Until the sale of Equity Inns to Whitehall Global Real Estate Funds in October 2007, Equity Inns was the largest hotel REIT focused on the upscale extended stay, all suite and midscale limited service segments of the hotel industry. From 1992 until 1994, Mr. Silver served as Chief Financial Officer of Alabaster Originals, L.P., a fashion jewelry wholesaler. From 1987 to 1992, Mr. Silver was employed by Ernst & Young LLP and from 1978 to 1985, by PricewaterhouseCoopers LLP, both global accounting firms. Mr. Silver has served as a member of the board of directors of Education Realty Trust, Inc. (NYSE: EDR) since 2010 and currently serves as its lead independent director. Mr. Silver has also served as an independent director and a member of the audit committee and the valuation, compensation and affiliate transactions committee of CIM Real Estate Finance Trust, Inc. (OTC: CMFT) since October 2019, a member of the board of directors and chairman of the audit committee of Jernigan Capital, Inc. (NYSE: JCAP), a mortgage REIT focused on lending to self-storage facilities, since April 2015. From January 2014 until the sale of the company in January 2016, he served as a member of the board of directors and as chairman of the audit committee of Landmark Apartment Trust, Inc., a publicly registered, non-listed multifamily REIT, and, from its inception in 2004 through the sale of the company in November 2013, he served as a member of the board of directors and chairman of the audit committee of CapLease, Inc. (NYSE: LSE), a publicly listed net lease REIT. From 2004 until the sale of the company in May 2012, Mr. Silver also served as a member of the board of directors of Great Wolf Resorts, Inc. (NASDAQ: WOLF). Mr. Silver received a B.S. (cum laude) in Accountancy from the University of Memphis and has been a Certified Public Accountant since 1980.

Alissa N. Nolan, 58
Director

Ms. Nolan has held a variety of senior positions with global leaders involved in the acquisition, planning, development and operation of branded leisure-related real estate for more than 25 years. Since 2009, she has been the principal of Nolan Consulting Services, a consulting firm she founded. Ms. Nolan formerly served as the Director of Global Strategy and Business Development of Tussauds Group/Merlin Entertainment from 2000 to 2007, a non-executive board member of Great Wolf Resorts (NASDAQ: WOLF) from 2004 to 2007, and a director and principal of Economics Research Associates (London and Los Angeles) from 1993 to 2000. Ms. Nolan was a member of Mayor Bloomberg’s Advisory Panel for waterfront development in NY in 2009 and is a contributor to numerous leisure and real-estate industry publications. Ms. Nolan received a Masters of International Management & Finance from Thunderbird.

 

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