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Mountain & Co. I Acquisition Corp. *

Mountain & Co. I Acquisition Corp. *

Aug 24, 2021 by Anthony Sozzi

The below-announced combination was terminated on 6/28/24.  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: Barça Media [Terminated]

ENTERPRISE VALUE: $973 million
ANTICIPATED SYMBOL: BRME

Mountain & Co. I Acquisition Corp. entered into a definitive business combination agreement with Barça Media

  • Barça Media is the digital content creation platform for FC Barcelona, one of the world’s most successful and storied professional football clubs.
  • Barça Media centralizes the creation, production and commercialization of FC Barcelona’s, digital and esports output.

EXTENSION – 3/11/24 – LINK

  • The SPAC approved the extension from March 9, 2024 to November 9, 2024.
    • 3,133,293 shares were redeemed.
    • $160K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 10/26/23 – LINK

  • The minimum cash closing condition has been amended from $50M to $40M has not been received or committed by December 31, 2023.

EXTENSION – 9/15/23 – LINK

  • The SPAC approved the extension from September 9, 2023 to March 9, 2024.
    • 701,973 shares were redeemed for $11.05 per share.
    • $300K per month will be deposited into the trust account.

TRANSACTION

  • Transaction values the combined company at a pro-forma enterprise value of approximately US$1 billion.
  • Upon closing, the Class A common stock of the combined company is expected to be listed on NASDAQ under the ticker symbol “BRME”.
  • The Transaction is expected to close in the last quarter of 2023.
  • Assuming no redemptions and no further capital raised, it is expected that the closing of the transaction will result in around 80% of the outstanding shares being owned by Barça Media’s existing shareholders, including FC Barcelona, Blaugrana Invest, S.à.r.l., and Libero Football Finance AG.
  • Upon completion of the business combination, Mountain & Co. I Acquisition Corp.’s Chief Financial Officer, Alexander Hornung, and Chief Strategy Officer, Dr. Thomas Middelhoff, who previously served as CEO of multinational media conglomerate Bertelsmann, will join Barça Media as Chief Financial Officer and Chief Strategy Officer, respectively.

Miscellaneous

  • Concurrently with the execution of the Business Combination Agreement:
    • LIBERO Football Finance AG (“LIBERO”), Orpheus Media, S.L. (together with its affiliates, “Orpheus”), Blaugrana Invest, S.á.r.l. (together with its affiliates, “Blaugrana”), BP and Mountain have entered into definitive agreements (the “LIBERO Bridgeburg Agreements”), pursuant to which, among other things, LIBERO has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 294 Bridgeburg Ordinary Shares in the aggregate that are owned by Orpheus and Blaugrana in exchange for cash payments by LIBERO directly to BP (on behalf of Orpheus and Blaugrana) in an amount equal to approximately (i) €20 million in the aggregate on or before August 11, 2023, but not before the execution and public announcement of the Business Combination Agreement and (ii) €20 million in the aggregate on or before August 21, 2023, on the terms and subject to the conditions set forth in the LIBERO Bridgeburg Agreements.
    • NIPA Capital B.V. is buying shares from Orpheus and Blaugrana for about €20 million on August 11, 2023. NIPA Capital B.V. will also take over Orpheus’ promise to pay BP €30 million in 2024 and another €30 million in 2025. After this, NIPA Capital B.V. will buy more shares from Sponsor. If the deal goes through, TopCo will pay NIPA Capital B.V. €5 million for advice, and they’ll pay €5 million to another company for advice too.

LOCK-UP

  • Sponsor Lock-Up:
    • All shares held by the Sponsor as of immediately following the Closing will be subject to a lock-up until the earlier to occur of :
      • (1) one year after the Closing, and
      • (2) the date, if any, on which the last reported trading price of the TopCo Ordinary Shares exceeds $12.50 for 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, subject to exceptions to be agreed upon.
  • Company Lock-Up:
    • All shares held by the Company as of immediately following the Closing shall be subject to a 180 day lock-up.

NOTABLE CONDITIONS TO CLOSING

  • MCAA shareholder approval.
  • Minimum Cash Closing Condition: $50M
    • The minimum cash closing condition has been amended from $50M to $40M which have not been received or committed by December 31, 2023. – LINK

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by Mountain or FCB if the Business Combination is not consummated on or prior to August 11, 2024 (“Outside Date”).
  • FCB may terminate the BCA at any time after April 30, 2024, if on or before such date:
    • (i) the RemainCo Entities have not completed a sale of ordinary shares of Bridgeburg Invest, S.L. (“Bridgeburg”) on terms no less favorable for them than those of the Libero SPA and received cash proceeds in an amount not less than €40 million, or
    • (ii) cash proceeds of not less than €40 million have not been provided in escrow with the only condition to the release of such funds to FCB being the occurrence of the closing of the transactions contemplated by the Amended and Restated Business Combination Agreement.

ADVISORS

  • Barca Media Advisors:
    • Key Capital acted as exclusive financial advisor
    • Perez-Llorca acted as lead legal advisor
    • Troutman Pepper Hamilton Sanders LLP acted as a US legal advisor
  • Mountain & Co. Advisors:
    • Sullivan & Cromwell LLP acted as lead legal advisor
    • Stifel acted as capital markets advisor, and Kirkland & Ellis LLP acted as legal advisor to Stifel

SUBSEQUENT EVENT – 8/4/23 – LINK

  • On July 31, 2023, Mountain & Co. I Acquisition Corp., a Cayman Islands company (“Mountain”), signed a Forward Purchase Agreement with Meteora entities (MSOF, MCP, MSTO, and MSC) for an OTC Equity Prepaid Forward Transaction.
    • As per the Forward Purchase Agreement, the Seller plans to buy Mountain Class A shares up to 12,500,000 shares through the FPA Funding Amount PIPE Subscription Agreement, excluding shares bought from third parties (“Recycled Shares”).
      • The Seller won’t exceed 9.9% ownership of total Mountain Class A shares, unless it chooses to waive the limit.
      • The number of shares is subject to reduction if the Forward Purchase Agreement terminates under “Optional Early Termination.”
      • The Seller aims to buy shares from the FPA Funding Amount PIPE Subscription Agreement and other sources, while Counterparty may enter additional agreements for the remaining shares.
    • The Forward Purchase Agreement states that Seller will pay 7.50% of the product of Recycled Shares and the Initial Price (the “Prepayment Shortfall”) to Counterparty on the Prepayment Date.
      • Seller can sell Shares anytime and at any price without Early Termination Obligation until the sales proceeds cover 100% of the Prepayment Shortfall (called “Shortfall Sales” and “Shortfall Sale Proceeds”).
      • A sale is a “Shortfall Sale” when a notice is delivered under the Forward Purchase Agreement.
      • It’s an “Optional Early Termination” when an OET Notice is delivered, both at Seller’s discretion.
    • On the Prepayment Date, Counterparty will pay Seller an aggregate cash amount directly from Counterparty’s Trust Account.
      • This amount equals (x) the product of Number of Shares and Initial Price, less (y) the Prepayment Shortfall (the “Prepayment Amount”).
      • The Trust Account holds proceeds from Counterparty’s initial public offering and private placement warrants.
      • If Prepayment Amount is from the purchase of Additional Shares by Seller through its FPA Funding Amount PIPE Subscription Agreement, it will be netted against the proceeds.
      • Additional Shares purchased by Seller are included in Number of Shares for all purposes, including determining the Prepayment Amount.
    • Seller may terminate the Forward Purchase Agreement by giving written notice to Counterparty on or after an “OET Date.”
      • The termination reduces the Number of Shares by the “Terminated Shares” specified in the notice.
      • On each OET Date, Counterparty receives an amount from Seller, calculated based on Terminated Shares and the Reset Price.
      • The Reset Price is $10.00 after the Closing, but it may be reduced through a Dilutive Offering Reset.
      • Payment date changes may be agreed upon within a quarter.
    • The Valuation Date will be the earliest of (a) the third anniversary of the Closing, and (b) the date specified by Seller in a written notice to Counterparty after certain events occur.
    • On the Valuation Date, Seller will receive an amount based on (1) the number of Shares and (2) cash or Shares.
      • If cash, $1.00 or, if Shares, $1.50, or $2.25 in case of Registration Failure.
      • Payment can be in cash or Shares, but Shares must meet specific conditions.
      • If not, Seller gets Penalty Shares, which can be returned if they meet conditions within 45 days.
      • Seller may keep some Shares, and any remaining Maturity Consideration will be paid in new Shares.
      • Seller also gets cash based on the number of Matured Shares multiplied by the Initial Price.
    • On the Prepayment Date, Counterparty will provide Seller with 300,000 Shares at the Initial Price, known as Share Consideration Shares.
      • These Shares are separate from the Number of Shares and come with no additional obligations for Seller.
    • Seller agreed to waive redemption rights for certain Mountain Class A Shares purchased through the FPA Funding Amount PIPE Subscription Agreement and any Recycled Shares related to the Business Combination.
      • This waiver may affect the number of redeemed shares and how the Business Combination is perceived.
      • The Forward Purchase Agreement follows tender offer regulations, including Rule 14e-5 under the Securities Exchange Act of 1934.

FPA Funding Amount PIPE Subscription Agreement

  • As part of the Forward Purchase Agreement, Seller agreed to buy a certain number of Mountain Class A Shares (Subscribed Shares) through the FPA Funding Amount PIPE Subscription Agreement.
    • The total purchased shares will be up to the Maximum Number of Shares stated in the Forward Purchase Agreement.
    • However, Seller won’t exceed 9.9% ownership of all Mountain Class A Shares after the purchase, unless they decide to waive this limit.
    • If some Subscribed Shares are left unpurchased, additional agreements may be made later for Seller to buy them.

EXTENSION – 2/7/23 – LINK

  • The Sponsor will initially pay $420,000 of such funds to the Company’s trust account on or before February 9, 2023, and thereafter the same amount for each subsequent calendar month, or portion thereof, commencing on March 9, 2023 until November 9, 2023, that is needed to complete an initial business combination.
    • 10,784,962 Class A ordinary shares were redeemed for approximately $10.47/Share

MANAGEMENT & BOARD

Executive Officers

Dr. Cornelius Boersch, 53
Chief Executive Officer, Chief Financial Officer, and Director

Dr. Boersch is the founder of MP and has been an entrepreneur, investor and founder of numerous technology companies for the past 25 years. He will lead Mountain & Co. I Acquisition Corp. as Chief Executive Officer and also serve as a non-independent member of our Board of Directors. Dr. Boersch founded his first company in 1991 and developed it into the smart card broker and RFID-producer ACG AG (1995) and successfully listed it on the Frankfurt Stock Exchange in 1999. The company grew to a market cap of over €1 billion. Subsequently, Dr. Boersch initiated the development of further RFID-based companies, such as Smartrac (IPO in 2006), and NASDAQ-listed Identiv. Since founding MP, Dr. Boersch focused on investments in, and the development of, high growth internet and technology companies. Dr. Boersch was named Entrepreneur of the Year 2000, European Business Angel of the Year 2009 and is currently one of the most active and highly-recognized business angels in Europe. Since 2015, his personal investments have been co-financed by the European Investment Fund on a 1:1 co-investment basis. The European Investment Fund has allocated €800 million to its co-investment program with approximately 120 carefully selected investors, of which Dr. Boersch, with more than 50 investments in 44 technology companies to his name, is currently the largest. In the course of his career, he has led 12 IPOs, over 50 trade sales and has been involved in more than 350 tech investments. Notable investments include Alando, Lieferando, Autoscout, Immoscout, Secusmart, Rebuy, Ciao, Bab.la, Shirtinator, Exasol, Wefox, Lingoda, Flash Coffee, fayteq and Kavak, amongst many others. He studied at the European Business School in Oestrich-Winkel and earned his Ph.D. from the University of Duisburg in Essen.

Daniel Wenzel, 43
Chief Investment Officer

Mr. Wenzel is the co-founder of MP and has built the company together with Dr. Boersch since 2005. Before the foundation of MP, Mr. Wenzel was CEO of Dr. Boersch’s private family office. Prior to that, he initiated the corporate office of Smart Card Brokers and RFID manufacturer ACG AG and was in charge of strategy projects, M&A transactions and financings. At the beginning of his career, Mr. Wenzel worked at Dresdner Bank and BNP Paribas in Latin America, and at Bain & Company. He studied Business Administration at WHU Koblenz?—?Otto Beisheim School of Management, at Helsinki School of Economics and at Universidad Adolfo Ibañez in Chile. Mr. Wenzel is Honorary Consul of the Republic of Chile in Switzerland.

Alexander Hornung, 26 [Resigned]
Chief Financial Officer

Mr. Hornung is the co-founder and board member of Conny & Co. AG and has grown the company together with Dr. Boersch since its inception in 2019. His collaboration with Dr. Boersch began during his studies of law and business at the European Business School, when Dr. Boersch backed Mr. Hornung’s first entrepreneurial activities. Mr. Hornung gained experience in international capital markets law with Skadden, Arps, Slate, Meagher & Flom LLP (Frankfurt am Main, Germany) and large-scale cross border investing at Silk Road Finance Corporation (Hong Kong, S.A.R.) and Chinastone Capital Management Ltd. (Beijing, China). He joined MP in 2018. At MP, Mr. Hornung serves as Investment Director for the Asian portfolio and focuses on the internationalization of technology companies between Europe, Asia and the Americas. He holds a Bachelor of Laws and a Master of Arts in Business for Legal Professionals from European Business School as well as a Master in Management and Economics from the Yenching Academy of Peking University.

Prof. Dr. Utz Claassen, 58
Chief Operating Officer and Director

Prof. Dr. Claassen is a manager, management consultant, entrepreneur, investor, scientist, publicist and author with broad international experience. Prior to joining us, Prof. Dr. Claassen was responsible for and succeeded in three major, large-scale corporate restructuring and turnaround processes, namely Seat, Sartorius and EnBW. At Seat, Prof. Dr. Claassen managed a stringent and successful restructuring after its 1993 loss of approximately 2 billion Deutsche Mark, returning to profit after three years as a result of substantial cost reductions in all areas through the introduction of product business plans and profit-oriented sales controlling. Then he spearheaded the successful restructuring of Sartorius, which increased the company’s market capitalization by approximately 50% (adjusted for stock splits and capital increases) between 1997 and 2003. Today, Sartorius has a market capitalization of approximately €29 billion. Prof. Dr. Claassen also led a swift and successful restructuring of EnBW from losses before taxes exceeding €1 billion to profit before taxes exceeding €1 billion within less than two years, achieved through significant cost reductions, concentration on the core business and stringent professionalization of structures and processes. Prof. Dr. Utz Claassen is the founder (2008), main shareholder and Chairman of the Executive Board and CEO of Syntellix, a medical technology company specializing in highly innovative, bioabsorbable metallic implants. He has served on over 50 boards and advisory boards, and in various senior management positions, including as chairman of the executive boards at EnBW Energie Baden-Württemberg AG, Sartorius AG, Solar Millennium AG and as a member of the executive committee of Electricité de France, S.A. (EDF). Prof. Dr. Claassen studied Economics and Management at the universities of Hannover and Oxford and holds a PhD from the University of Hannover.

Board of Directors

Gracianne Caruso-Klein, — [Appointed]
Director

Ms. Caruso-Klein has twenty-six years of experience in consumer advocacy litigation. Ms. Caruso-Klein has a Bachelor of Science in Psychology from Temple University in Philadelphia, Pennsylvania and a Juris Doctor from Villanova School of Law in Villanova, Pennsylvania. At the beginning of her career, Ms. Caruso-Klein worked as a Litigation Manager at Kimmel & Silverman, P.C. handling contractual matters relating to defective auto manufacturing and products liability. In 2018, she joined Timothy Abeel & Associates, P.C. as a Litigation Manager and continued handling contractual matters relating to defective auto manufacturing while managing the firms IOLTA accounts. In 2023, Ms. Caruso-Klein accepted a position as a Bankruptcy Litigation Manager at Ginsburg Law Group, P.C. in Blue Bell, Pennsylvania. She specializes in Chapter 7 and Chapter 13 bankruptcy matters as well as Debt Resolution. Beyond professional work, Ms. Caruso-Klein the President of her Community Association and held this volunteer position for the past year, prior to serving as Vice President for two years.

Robert-Eduard Koenig, — [Appointed]
Director

He spent 30 years in investment banking at Morgan Grenfell, Deutsche Bank, Nomura, and HSBC primarily focused on Telecoms, Media and Technology, and Equity Capital Markets based in New York, Tokyo, Mexico City, Frankfurt, and London. Mr. Koenig served as a Managing Director since 1999. Since 2019, Mr. Koenig has been active acting as a Senior Advisor to private equity and venture capital funds. Mr. Koenig specialised in in-market mobile consolidation transactions in Spain, Germany, and Italy in which the merger of WIND Italia (VEON) and 3 Italia (Hutchison Whampoa) creating the largest mobile player in Italy won M&A Deal of the Year in 2017. During his career in investment banking, Mr. Koenig worked on more than 50 IPOs on different international stock exchanges. Mr. Koenig holds a Master of International Management degree from Thunderbird Global School of Management and is completing his Doctoral of Professional Practice from same.

Björn Jacot, — [Appointed]
Director

Björn Jacot spent 13 years at Julius Bär, beginning his career in 1984 as a trader, focusing on bullions in Zurich and New York, and later transitioned to foreign OTC options trading. His last position at Julius Bär was as a Private Banking Relationship Officer for Julius Bär Asset Management as well as Deputy Director and Chief Investment Officer (CIO) for the Monaco office. After leaving Julius Bär, Mr. Jacot joined BHA Partners as Director and Senior Portfolio Manager in 2000. In 2014, Mr. Jacot founded his independent asset management firm, Jacot Investment Management AG, based in Zurich. He holds a degree in Business Economics from KSZ of Zurich Business School and a degree in Business Management from Baer College.

Miles Gilburne, 70 [Resigned]
Director

Mr. Gilburne has been active for more than 25 years as a venture capitalist, corporate strategist and technology lawyer with substantial experience in media, communications, information technology and healthcare. He founded and manages ZG Ventures, a U.S.-based venture capital firm. Prior to forming ZG Ventures in 2000, Mr. Gilburne served for five years as Senior Vice President of Corporate Development for AOL, where he was responsible for strategic planning and for major corporate acquisitions, joint ventures and alliances. In this position, he played a leading role in the world’s second largest M&A transaction to date between AOL and Time Warner at a transaction value of $165 billion. He was elected to the board of directors of AOL in 1999 and continued to serve on the board of directors of Time Warner, Inc. until stepping down in May 2006.

Winston Ma, 47 [Resigned]
Director

Mr. Ma is a former Managing Director and Head of North America office for China Investment Corporation (“CIC”), where he had senior roles in about $20 billion cross-border investments. Mr. Ma set up West Summit (Huashan) Capital in 2010, CIC’s first overseas tech investment, whose notable investments included twitch and unity. Being an investor, attorney, author, and adjunct professor in the global digital economy, Mr. Ma’s expertise lies in in the global digital economy, cross border investments, and multinational law and policy. Before joining CIC, Mr. Ma held positions as a corporate lawyer at Davis Polk Wardwell LLP and as an investment banker at J.P. Morgan.

Dr. Phillip Rösler, 48 [Resigned]
Director

Dr. Rösler is a former German politician, who served as Federal Minister of Health and later of Economics and Technology and as well as Vice Chancellor of Germany from 2009 to 2013. He was also Chairman of the FDP from 2011 to 2013. Dr. Rösler was Managing Director of the World Economic Forum, and holds board seats in several TMT companies, including Siemens Healthineers, Brainloop, Bertelsmann Stiftung and many others. Previous board positions include Volkswagen, ZDF and KfW.

 

ByAnthony Sozzi