Home Plate Acquisition Corporation *
LIQUIDATION – 10/3/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be October 4, 2023.
- The per-share redemption price will be approximately $10.52.
The below-announced combination was terminated on 10/3/23. It will remain on the page for reference purposes only.
PROPOSED BUSINESS COMBINATION: Heidmar
ENTERPRISE VALUE: $261.4M
ANTICIPATED SYMBOL: HMAR
SPAC Name proposes to combine with Heidmar Inc. (“Heidmar”), a commercial and pool management business servicing the crude oil and refined petroleum product tanker market.
Heidmar offers broad services to shipowners, including tanker pool management, commercial management and time charter trading and is actively expanding into dry bulk pool management, vessel sale and purchase services and technical management services, including environmental compliance. Heidmar currently has 60 vessels under management, including both crude oil and refined petroleum product tankers, with an aggregate capacity of approximately 8.3 million deadweight tons.
SUBSEQUENT EVENT – 9/14/23 – LINK
- The Third BCA Amendment amends the Business Combination Agreement to extend the Company Termination Notice Date from September 8, 2023 to September 18, 2023.
SUBSEQUENT EVENT – 8/3/23 – LINK
- The Second BCA Amendment amends the Business Combination Agreement to extend the Company Termination Notice Date from July 31, 2023 to September 8, 2023.
EXTENSION – 3/31/23 – LINK
- The SPAC approved the extension from April 4, 2023 to October 4, 2023.
- 17,727,065 shares were redeemed
- The per-share redemption price will be approximately $10.22
SUBSEQUENT EVENT – 3/29/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 2,049,999 shares
- The Sponsor will transfer 410,000 Class B shares to the non-redeeming shareholders
TRANSACTION
- The transaction values the combined company at a pro forma implied equity value of approximately $261.4 million1.
- Assuming the net proceeds from the transaction, including the targeted minimum cash raise of $55 million, in a combination of expected PIPE raise and Trust cash, and existing cash on Heidmar’s balance sheet, Heidmar is expected to have over $47 million of cash at transaction close, which is expected to accelerate and fund its growth in commercial and technical management and shipbroking.
- Pankaj Khanna, CEO of Heidmar, will continue as the CEO of the combined company.
- Daniel Ciporin, Chairman and CEO of Home Plate, and Jonathan Rosenzweig, Director and CFO of Home Plate, will join the Heidmar Board.
- Heidmar’s existing shareholders are expected to own approximately 65% of the pro forma combined company.
SPAC FUNDING
- Anticipated PIPE of approximately $45.0 million per slide in presentation.
EARNOUT
- Company
- 3,900,000 Earnout Shares, subject to certain triggering events, as described further in the Business Combination Agreement
- Sponsor has agreed, pursuant to the terms of the Sponsor Support Agreement (as defined below), to forfeit the right to receive:
- (1) 1,212,500 Holdings common shares and
- (2) Holdings warrants in an amount equal to $5.00 per Holdings warrant to the extent that the transaction expenses of Home Plate exceed $15,000,000
SPONSOR SUPPORT AGREEMENT
- if at any time prior to or as of the fifth anniversary of the Closing (the “Share Price Earnout Period”), the VWAP over any 20 trading days within any 30 trading day period, is equal to or greater than:
- (A) $12.50, then 91,250 of the Sponsor Earnout Shares will vest, and
- (B) $14.00, then 91,250 of the Sponsor Earnout Shares will vest (the Sponsor Earnout Shares referred to in this clause
- (i) being the “Share Price Sponsor Earnout Shares”), and
- (ii) if Adjusted EBITDA of Holdings for the twelve months ending
- (A) December 31, 2023 equals or exceeds $29,000,000, then 91,250 of the Sponsor Earnout Shares will vest, and
- (B) December 31, 2024 equals or exceeds $35,000,000, then 91,250 of the Sponsor Earnout Shares will vest (the Sponsor Earnout Shares referred to in clause (ii) being the “Performance Sponsor Earnout Shares”). If a Change of Control occurs during calendar year 2023, all 182,500 Performance Sponsor Earnout Shares will vest, and if a Change of Control occurs during calendar year 2024, 91,250 Performance Sponsor Earnout Shares will vest. In addition, if a Change of Control occurs during the Share Price Earnout Period, pursuant to which Holdings or its shareholders receive consideration implying a value per Holdings common share of
- (a) less than $12.50, then no Share Price Sponsor Earnout Shares will vest,
- (b) greater than or equal to $12.50 but less than $14.00, 91,250 Share Price Sponsor Earnout Shares will vest, and
- (c) greater than or equal to $14.00, then all 182,500 Share Price Sponsor Earnout Shares will vest.
LOCK-UP
- Company and Sponsor
- 150 days after the Closing Date
NOTABLE CONDITIONS TO CLOSING
- The Available Closing Cash Amount shall be no less than $40,000,000
NOTABLE CONDITIONS TO TERMINATION
- By April 4, 2023 (provided that such date shall be automatically extended to October 4, 2023 if shareholder approval of the Extension contemplated by the Extension Proxy Statement is obtained) (the “Outside Date”).
- by the Company on (or within three Business days after) May 30, 2023 (the “Company Termination Notice Date”) if prior to such date, the Company and Home Plate have conducted good faith marketing efforts with potential PIPE Investors regarding the PIPE Investment, and following such marketing efforts the Company determines, in its reasonable discretion, that a PIPE Investment reasonably satisfactory to the Company will not be consummated prior to the Outside Date.
- The Second BCA Amendment amends the Business Combination Agreement to extend the Company Termination Notice Date from July 31, 2023 to September 8, 2023. – LINK
- The Fourth BCA Amendment amends the Business Combination Agreement to extend the Company Termination Notice Date from September 18, 2023 to September 22, 2023. – LINK
ADVISORS
- Jefferies is serving as capital markets advisor to Home Plate and private placement agent on the PIPE
- Paul Hastings LLP is serving as counsel to Jefferies.
- Latham & Watkins LLP is serving as counsel to Home Plate.
- ClearThink is also acting as special advisor to Home Plate.
- Seward & Kissel LLP is serving as counsel to Heidmar.
- Seaborne Capital Advisors is acting as financial advisor to Heidmar.
MANAGEMENT & BOARD
Executive Officers
Daniel Ciporin, 57
Chairman, Chief Executive Officer and Director
Mr. Ciporin served as a General Partner at Canaan Partners, a leading institutional venture capital firm that was founded over 30 years ago, from early 2007 until his retirement at the end of 2020. At Canaan Partners, Mr. Ciporin specialized in financial technology, marketplaces, and e-commerce investments. While at Canaan Partners, he led investments in 19 different companies with a multiple on invested capital (MOIC) of approximately 4.3x. He was a member of the boards of publicly held Lending Club (NYSE: LC), as well as numerous private companies including ShopKeep, Bellhop, Bumped, Bond, CircleUp, Ollie, Ephemeral Solutions, Inc., Homeis and JOOR among others. Mr. Ciporin has also served on the boards of several other publicly held companies, including Borderfree (where he was also chairman) (formerly NASDAQ: BRDR prior to its acquisition by Pitney Bowes International in 2015), Primedia (formerly NYSE: PRM), VistaPrint (formerly NASDAQ: VPRT), and Corel (NASDAQ: CREL). He is the former Chairman and CEO of Shopping.com (formerly NASDAQ: SHOP), where he oversaw growth from approximately zero to approximately $100 million in revenue in six years, culminating in the company’s IPO in October 2004 and later acquisition by eBay (NASDAQ: EBAY) in 2005. Prior to Shopping.com, Mr. Ciporin served as senior vice president of MasterCard International, where he managed global debit services. He holds a Bachelor’s Degree from Princeton University’s Woodrow Wilson School of Public and International Affairs and a Master’s Degree in Business Administration from Yale University’s School of Management (SOM), where he also sits on the SOM Board of Advisors.
Jonathan Rosenzweig, 52
Chief Financial Officer, Secretary and Director
Before joining Home Plate, Mr. Rosenzweig served as a Managing Director and Head of Americas Equity Research at Citigroup (NYSE: C) from 2007 until 2020. In this role, Mr. Rosenzweig was responsible for all equity research product in North America and Latin America for more than 13 years. Prior to that position, Mr. Rosenzweig served as a Deputy Director and Associate Director of U.S. Research at Citigroup for five years. From 1993–2002, Mr. Rosenzweig was a Senior Analyst covering the Imaging sector within Citi Research, including an array of Technology, Commercial and Consumer stocks. He provided detailed analysis, financial forecasts and investment recommendations for institutional investors at top asset management firms and hedge funds. During his career, he covered companies such as Adobe (NASDAQ: ADBE), Macromedia (formerly NASDAQ: MACR), Electronics for Imaging (formerly NASDAQ: EFII), 3M (NYSE: MMM), Xerox (NYSE: XRX), Ikon Office Solutions (formerly NYSE: IKN), and Eastman Kodak (NYSE: KODK), among others. Mr. Rosenzweig earned a top 2 ranking from Institutional Investor Magazine for the sector each year from 1997–2002. Prior to Citigroup, Mr. Rosenzweig worked as a Financial Analyst at Duke University Management Company. Since June 2021, Mr. Rosenzweig has served as a member of the board of directors of eThematics. Mr. Rosenzweig holds a Bachelor’s Degree from Duke University and a Master’s Degree in Business Administration from The Fuqua School of Business at Duke University.
Board of Directors
Michael A. DeSimone, 55
Director Nominee
Mr. DeSimone is currently a general manager at Lightspeed USA Commerce Inc., a company that provides a smart commerce platform to more than 100,000 independent retailers, restaurants, and golf course operators around the world. Prior to its sale to Lightspeed, Mr. DeSimone was the President and CEO of ShopKeep, a cloud-based technology solution that transforms an iPad into a smart, connected cash register that is used by more than 24,000 small businesses, from 2015 through the acquisition of the company by Lightspeed in November 2020. Mr. DeSimone is a global chief executive, with more than 30 years of experience working within the financial services and technology industry. As President and CEO at ShopKeep, Mr. DeSimone led the strategy to sustainably grow and scale the business, which processed approximately $8 billion in transactions in 2019. Prior to joining ShopKeep, Mr. DeSimone was President and CEO of Borderfree (formerly NASDAQ: BRDR prior to its acquisition by Pitney Bowes International in 2015), where he was responsible for the overall strategic direction including the company’s transformation from an online currency conversion service to a provider of global ecommerce solutions. He led the company through their successful IPO in 2014 and its sale to Pitney Bowes (NYSE: PBI) in 2015. He was also a member of the board of Rewards Web Inc. from 2015 until 2021. Mr. DeSimone has also earned recognition on the Smart CEO’s Future 50 list in 2015 and was named a finalist for the Ernst & Young 2013 Entrepreneur of the Year award.
Michele Docharty, 54
Director Nominee
Ms. Docharty is a seasoned financial services executive with over 30 years of experience at Goldman Sachs (NYSE: GS), including 10 years as a Partner. Ms. Docharty most recently served as the Americas Head of Execution Services, responsible for the firm’s equity sales trading activities, and the Global Co-head of Synthetics Distribution within the Global Markets Division. Ms. Docharty’s extensive knowledge of the asset managers and hedge funds, along with her track record of leading large sales and distribution teams in complex transactional businesses, provide her with a unique perspective on markets and what matters most to equity investors. Among her many roles at Goldman Sachs, Ms. Docharty contributed to the launch and development of the firm’s externalization of data for investing clients, and she led the governance group overseeing that transition. Ms. Docharty has experience with both the uses and the role of data as a product in the financial services sector. Ms. Docharty has built a reputation for leadership, innovation and client driven solutions for equity markets. At Goldman Sachs, Ms. Docharty drove collaboration with engineers to transition risk tools for clients onto the firm’s digital storefront, restructured the firm’s corporate access business globally, and directed the firm’s New Product Marketing team. Ms. Docharty served as Founder and Chair of the Data Services Operating Group, as well as Chair of the Equities Best Execution Sub-committee. At different points in her career, Ms. Docharty managed the Latin American Equity business, participated as a member of the Global Markets Operating Committee, the Americas Inclusion and Diversity Committee, and the Marquee Advisory Committee, and served as a Senior Member of the Firmwide Hispanic/Latinx Network. In September 2021, Ms. Docharty began serving as a member of the board of directors of Neuberger Berman. Ms. Docharty holds a Bachelor’s Degree in Business Administration from the McDonough School of Business at Georgetown University and currently serves on the Board of Advisors. In addition, Ms. Docharty was named to ALPFAs 50 most Powerful Latinas in 2018, 2019, 2020 and to Latino Leaders Magazine’s top 100 most influential Latinas in 2020.
Ross Fubini, 45
Director Nominee
Ross Fubini is an early stage technology investor. Mr. Fubini founded and has served as Managing Director of XYZ Ventures, a venture capital investment firm since 2017. He also co-founded Village Global, a global investment firm, in 2017. Mr. Fubini is a board member of BeyondHQ, Piazza Technologies, Legion, Beneficial State Bank, LifeRaft Risk Technologies, Inc., Saltbox, Inc., Oro Labs, Inc., Auxilius Inc., Pebble Health Inc., Bureau Inc., Sardine, Inc. and Smash. Mr. Fubini’s investments include Lendup, Optimizely, and Metromile (NASDAQ: MILE). Prior to XYZ, Mr. Fubini was a partner at Canaan Partners from 2012 to 2015, and Kapor Capital from 2011 to 2012, where he focused on defensible businesses across enterprise applications, FinTech and healthcare IT spaces. Mr. Fubini co-founded and grew CubeTree, a Gartner Visionary enterprise social collaboration company. After CubeTree was acquired by SuccessFactors (formerly NYSE: SFSF, now an SAP company) in 2010, Mr. Fubini served as a vice president of Success Factors. Mr. Fubini also held engineering leadership roles at Symantec (formerly NASDAQ: SYMC), BEA/Plumtree (formerly NASDAQ: PLUM), TellMe Networks, and Netscape (formerly NASDAQ: NSCP). He holds a Bachelor’s Degree in Engineering and Art from Carnegie Mellon University.
Rhonda Ramparas, 46
Director Nominee
Ms. Ramparas has over 20 years of private equity, capital markets, general management, and finance experience. Most recently, Ms. Ramparas was the CFO of Boxed, an ecommerce technology company, from 2019 to April 2021. She currently consults for ecommerce and private equity investment companies. Prior to Boxed, Ms. Ramparas was a Managing Director in the Private Equity Group at Fortress Investment Group for 17 years, where she invested in, built and managed companies across a broad array of industries including consumer finance, insurance, and transportation. While at Fortress, her track record of managing investments in complex financial services businesses included serving as interim CEO of Alea Insurance Group and leading the exit strategy of many portfolio companies. Prior to joining Fortress in 2001, Ms. Ramparas held various investment banking roles at Donaldson, Lufkin & Jenrette and Credit Suisse (NYSE: CS). Ms. Ramparas holds a Bachelor of Commerce degree from McGill University.