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Berenson Acquisition Corp. I *

Berenson Acquisition Corp. I *

Sep 10, 2021 by Anthony Sozzi

LIQUIDATION – 9/25/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be September 30, 2024.
    • The per-share redemption price will be approximately $10.69

The below-announced combination was terminated on 9/20/24.  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: Custom Health Inc. [Terminated]

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Berenson Acquisition Corp. I entered into a definitive Business Combination Agreement with Custom Health Inc.

  • Custom Health provides a comprehensive tech-enabled med management and managed care solution resulting in 98% medication adherence for our patients across the United States and Canada.
  • Operations are powered by proprietary software that orchestrates:
    • i) fully-automated owned and network pharmacies
    • ii) at-home medication management solutions
    • iii) real-time clinical oversight by 200+ pharmacist-lead clinicians
    • iv) the collection of real-time, real-world data and insights.
  • This integrated and tech-enabled approach allows for the efficient creation and real-time maintenance of personalized care plans for individuals.

SUBSEQUENT EVENT – 4/26/24 – LINK

  • On April 22, 2024, Custom Health and its subsidiaries signed an agreement with Funicular Funds, LP and other buyers to issue up to $15,000,000 in convertible notes, which can turn into shares of Custom Health or a combined company after a business merge.
    • These notes can convert into shares priced initially at an implied $10.00 per share, adjusting after the merge to 85% of the average share price over 20 days, with a cap of $11.00 and a floor of $3.00.
    • Any new equity sold cheaper can lower the conversion price.
    • The notes have a 15% annual interest rate, split between cash and PIK, and are due in 5 years but can be paid early with penalties ranging from 110% to 150% of the principal and interest.

SUBSEQUENT EVENT – 12/28/23 – LINK

Share Purchase Agreement

  • On December 21, 2023, Berenson Acquisition Corp. I (“BACA”) signed a Share Purchase Agreement with ACM ARRT N LLC, issuing 1,000,000 Series A Convertible Preferred Shares at $260 each, totaling $260 million. Each share, convertible into 26 Class A common shares, will be redeemed at $260 per share on the first business day post-Closing if not converted.

Share Forward Transaction

  • On December 21, 2023, BACA and the Investor entered a Confirmation Agreement for a Share Forward Transaction involving 1,000,000 Series A Preferred Shares pre-Closing, and post-Closing, the common stock shares they convert into.
    • The Initial Price is $260 pre-Closing and $10 post-Closing.
    • The Maximum Number of Shares is set at 1,000,000 Series A Preferred Shares, reduced by Redeemed Shares at Closing, but not exceeding 6,000,000 common stock shares post-Closing.
    • The Confirmation Agreement includes terms for redemption, PIPE Transaction provisions, and Valuation Date conditions.
    • BACA has indemnification obligations and can issue Consideration Shares or pay an equivalent amount to the Seller.
    • The Seller may terminate the Share Forward Transaction, subject to certain conditions.

TRANSACTION

  • The Proposed Transaction implies a $185 million pre-money equity value for Custom Health and is expected to provide the Company with access to cash remaining in BACA’s trust account post redemptions and potentially additional contemplated financing.
  • The Proposed Transaction is expected to close during the second quarter of 2024.

SPAC FUNDING

  • Before the earlier of the Closing and the termination of the Business Combination Agreement, the Company and BACA will use their reasonable best efforts to cooperate, negotiate and agree upon a form of the PIPE subscription agreement (each, a “PIPE Subscription Agreement”) to which one or more investors will become a party thereto in connection with the equity financing under all PIPE Subscription Agreements.

EARNOUT

  • Company
    • At Closing, 250,000 Earn-Out Shares will be issued and vested to Earn-Out Recipients per their agreements.
      • Another 250,000 shares will be issued in two tranches:
        • 125,000 shares if New BACA Common Stock’s VWAP reaches $11.00 for 20 out of 30 trading days
        • 125,000 shares if it reaches $12.00 under the same conditions, each within ten years post-Closing.
  • Sponsor
    • 859,687 shares if New BACA Common Stock’s VWAP reaches $11.00 for 20 out of 30 trading days
    • 859,688 shares if it reaches $12.00 under the same conditions, each within ten years post-Closing.

LOCK-UP

  • Company
    • Six months from the closing date or if the share price equals or exceeds $12.00 for 20/30 trading days
  • Sponsor
    • Twelve months from the closing date or if the share price equals or exceeds $12.00 for 20/30 trading days

NOTABLE CONDITIONS TO CLOSING

  • BACA will have net tangible assets of at least $5,000,0001 upon the Closing after giving effect to the redemptions and any PIPE Subscription Agreements

NOTABLE CONDITIONS TO TERMINATION

  • By written notice from either BACA or Custom Health, if the Effective Time will not have occurred prior to December 22, 2024.

Termination

  • In the event of the termination of the Business Combination Agreement, the Business Combination Agreement will become null and void, and there will be no liability under the Business Combination Agreement on the part of any party thereto, except as expressly set forth in the Business Combination Agreement, or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party.

ADVISORS

  • Custom Health Advisors:
    • DLA Piper LLP (US) served as legal counsel
  • SPAC Advisors:
    • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), served as exclusive financial advisor, capital markets advisor and placement agent
    • Greenberg Traurig, LLP served as legal counsel

EXTENSION – 9/29/23 – LINK

  • The SPAC approved the extension from September 30, 2023 to September 30, 2024.
    • 1,544,903  shares were redeemed at the meeting for $10.40/share
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 9/26/23 – 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 655,715 shares

EXTENSION – 3/30/23 – LINK

  • The SPAC approved the extension from March 30, 2023 to September 30, 2023
    • 24,899,629 shares were redeemed at the meeting
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 3/21/23 – 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 1,959,269 shares
    • The Sponsor will transfer 489,819 Class A shares to the non-redeeming shareholders

SUBSEQUENT EVENT – 1/10/23 – LINK

  • Berenson Acquisition Corp. I today announced that the special meeting of stockholders of the Company, scheduled for January 10, 2023, was convened and then adjourned, without conducting any business, to February 7, 2023

SUBSEQUENT EVENT – 12/13/22 – LINK

  • Berenson Acquisition Corp. I announced that the special meeting of stockholders of the Company, originally scheduled for 11:30 a.m. Eastern Time on December 13, 2022, was convened and then adjourned, without conducting any business, to recommence at 11:00 a.m. Eastern Time on January 10, 2023.
  • The Special Meeting is being held for the purposes of considering and voting on:
    • (i) a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate an initial business combination from March 30, 2023, to September 30, 2023.

MANAGEMENT & BOARD

Executive Officers

Mohammed Ansari, 47
Chief Executive Officer and Director

Mr. Ansari is the President and Senior Managing Partner of Berenson. He leads Berenson’s principal investing business and has completed over 100 principal investments and investment banking transactions since joining Berenson. Mr. Ansari joined Berenson in 1997 from Salomon Brothers, where he worked in M&A advisory for major U.S. and Canadian corporations in the New York and Toronto offices. Mr. Ansari currently serves on the board of directors of Skience LLC and BCP Light Holdings, LLC, and as a board observer for IntraPac International Corporation. Mr. Ansari received a Master of Philosophy Degree in Economics from Cambridge University and a B.S. in Economics and Business Finance from Brunel University, where he graduated with First Class Honors.

Amir Hegazy, 35 [Resigned 7/16/24]
Chief Financial Officer

Mr. Hegazy is a Managing Director of Berenson focused on software and technology-enabled services. He has over 13 years of experience in investment banking, having worked on a variety of transactions, including buy side and sell side assignments, capital raises and restructurings, and private equity investing as a senior member of Berenson. Mr. Hegazy serves on the board of directors of Skience LLC since December 2018. Mr. Hegazy graduated cum laude with a B.A. in finance and a minor in economics from Pace University.

Alessandro R. Masolo, 31 [Appointed 7/17/24]
Chief Financial Officer

Alessandro R. Masolo has served as Vice President of Berenson Holdings LLC. (“Berenson”), a merchant bank founded in 1990 with two principal lines of business: investment banking and private equity investing, since December 2022 and prior to that served as an associate from December 2019 and as analyst since 2017. Mr. Masolo has experience working on a variety of transactions, having closed over 20 deals across Berenson Advisory (restructuring, sell-side and buy-side M&A assignments) and Berenson Capital (growth equity and private equity investments). Mr. Masolo has served as a Board Observer of Collette Health since June 2021. Prior to joining Berenson, Mr. Masolo served as a propriety equity trader at Chimera Securities. Mr. Masolo graduated cum laude with a B.A. in economics from Georgetown University.

Board of Directors

Jeffrey Berenson, 70
Chairman of the Board

Mr. Berenson co-founded Berenson Minella & Company in 1990, the predecessor firm to Berenson. Prior to founding Berenson, Mr. Berenson was, among other things, the head of Merrill Lynch’s M&A group and co-founder and co-head of its Merchant Banking Group. Mr. Berenson joined White Weld & Co. in 1972, moving to the M&A department of Merrill Lynch following its acquisition of White Weld in 1978. Mr. Berenson served as a director of Epoch Investments (NASDAQ: EPHC) from 2004 until its sale to TD Bank Group in 2013, Noble Energy (NASDAQ: NBL) from 2005 until its sale to Chevron (NYSE: CVX) in 2020, Patina Oil and Gas Corp from 2002 until its sale to Noble Energy (NASDAQ: NBL) in 2005. Mr. Berenson graduated magna cum laude with a B.A. from Princeton University.

David Panton, 49
Director

He currently serves as the Chairman of Panton Equity Partners, LLC, a private family office which he founded in June 2012. Since May 2020, Dr. Panton has been the managing partner of Navigation Capital Partners SPAC Opportunity Partners, LLC, an investment firm focused on building a diversified portfolio of investments in SPACs utilizing three strategies: providing sponsor capital, leading investments in SPAC initial public offerings, and investing in PIPEs for SPACs. Navigation Capital’s SPAC team recruits CEOs to lead SPACs through its SPAC-in-a-Box® operating system to streamline the SPAC IPO process. In February 2002, Dr. Panton co-founded Navigation Capital Partners LP, an Atlanta-based private equity firm that has made growth and buyout investments. In partnership with Goldman Sachs, its portfolio includes investments in many operating companies. Prior to his role at Navigation Partners, Dr. Panton served as Vice President at Mellon Ventures, a $1.4 billion private equity firm, before purchasing the portfolio in a partnership with Larry Mock and Goldman Sachs and founding Navigation Capital. Prior to this, Dr. Panton founded Caribbean Equity Partners, a private equity firm focused on investments in the Caribbean and Latin America. Since August 2011, Dr. Panton has been an adjunct professor of Finance at Emory University’s Goizueta Business School. He has served on private and public boards of directors, including Brand Bank (sold to Renasant Bank), Track Utilities (sold to CIVC Partners) D and Z Media Acquisition Corp (NYSE: DNZ), Exeter Finance (sold to Blackstone), SecureWorks (sold to Dell Technologies), and Ameritech Facility Services. Dr. Panton received his Doctorate in Management Studies from Oxford University, his J.D. from Harvard Law School, and his A.B. from Princeton University. His robust investment and deal experience across various industries provide for unique insight when evaluating potential targets.

Carl Ferenbach, 79
Director

Mr. Ferenbach is a co-founder of Berkshire Partners LLC (“Berkshire”), a private equity investment firm based in Boston, MA, founded in 1986. Berkshire has managed nine private equity investment funds representing over $16 billion of capital. Mr. Ferenbach is the Chairman & co-founder of High Meadows Foundation and High Meadows Fund. He also serves on a number of boards of directors including the Environmental Defense Fund, the Advisory Board of Princeton Environmental Institute, Nassau Hall Society at Princeton University, The Wilderness Society and Climate Central. Mr. Ferenbach served as Chairman of the Board of English, Welsh & Scottish Railway Ltd., U.S., Can Corporation and Crown Castle International Corp. He also served as a director of other Berkshire portfolio companies. Mr. Ferenbach served in the U.S. Marine Corps Reserve, received an A.B. from Princeton University and an MBA from Harvard Business School.

Kay Kapoor, 58
Independent Director Nominee

Mrs. Kapoor is the founder and CEO of Arya Technologies, LLC, which she founded in December 2017. Arya Technologies, LLC is a company that provides end-to-end technology solutions and consulting services to the U.S. federal government and the industry that supports it. Arya Technologies, LLC provides innovative and fiscally-responsible solutions for cybersecurity, big-data, analytics, cloud and mobility. Previously, from January 2013 to November 2017 Mrs. Kapoor led AT&T’s Global Public Sector organization, a $15 billion segment of AT&T that provides technology and communications solutions to government & education customers across federal, state, local, and international markets. Over the course of four years, she transformed the segment and delivered substantial growth, including capturing multibillion-dollar contracts such as the landmark FirstNet contract to build a nationwide public safety broadband network for first responders. Prior to that, Mrs. Kapoor served as chairman and CEO of Accenture Federal Services, a wholly-owned $1.3 billion subsidiary of Accenture LLC, leading 2,500 members of its U.S. federal business. Before that, she worked at Lockheed Martin Corporation for 20 years leading complex organization units and government/regulatory relations and served as vice president and COO of Lockheed Martin’s IS&GS—Civil unit. Mrs. Kapoor has 29 years of experience in government and commercial markets. She is the recipient of numerous industry awards. In addition, she serves on the board of directors of ComSovereign Holding Co. (NASDAQ: COMS) since November 2020 and also is active on boards of philanthropy and academia. Mrs. Kapoor earned her bachelor’s degree in information systems from the University of Maryland and her Master of Science in information systems from Johns Hopkins University, complemented by executive programs at the Massachusetts Institute of Technology and Harvard University.

Ronald Kasner, 48
Executive Director

Mr. Kasner has served as the Vice Chairman of online search and content intelligence platform, Conductor Founders, Inc. since April 2020 and as the advisor with Exsecutus Advisors, LLC since October 2019. Previously, from March 2010 to May 2020, Mr. Kasner was an executive with cloud-based talent acquisition software company, iCIMS, Inc. During Mr. Kasner’s tenure, iCIMS grew annual recurring revenue from $20 million to over $250 million while being named one of the Best Places to Work nationally. Mr. Kasner also serves as an independent member of the board of Envisage Technologies, LLC since May 2020. In addition, from August 2016 to August 2017, Mr. Kasner served on the board of directors of Macropoint, LLC. Mr. Kasner earned his bachelor’s degree in finance and accounting from the University of Virginia and his J.D. from Harvard Law School.

Gal Munda, 37
Independent Director Nominee

Mr. Munda has served as the co-head of technology research at Berenberg Capital Markets and as the lead analyst covering global design software from July 2020 to present. Previously, he served in several other positions at Berenberg including as associate director and vice president of equity research from January 2014 until October 2019 and led vertical software investing at Matrix Capital Management from October 2019 to July 2020. Mr. Munda has over 10 years of finance and equity research experience, specifically within the software industry. Mr. Munda earned his bachelor’s degree in economics and business from the University of Maribor, Slovenia and his masters degree in finance and investment from Nottingham University Business School.

 

ByAnthony Sozzi