Rose Hill Acquisition Corporation *

Rose Hill Acquisition Corporation *

Sep 15, 2021 by sam.beattie

LIQUIDATION – 1/18/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be February 5, 2024.
    • The per-share redemption price was not mentioned

The below-announced combination was terminated on 11/24/23.  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: Inversiones e Inmobilaria GHC Ltda (Prize) [Terminated]

ENTERPRISE VALUE: $425 million
ANTICIPATED SYMBOL: PRZE

Rose Hill Acquisition Corporation proposes to combine with Inversiones e Inmobilaria GHC Ltda, a leading exporter of superfruits based in Chile.

  • Founded in 2006, Prize is a leading farmer, processor, and exporter of Superfruits & nuts in the Southern Hemisphere exporting to more than 100 clients in 30 countries.
  • Prize works with more than 300 growers in Chile and Peru and has commercial offices in China and Canada.
  • Prize is the fifth largest global exporter of cherries and exports 10 other fruits and walnuts offering a year-round supply of superfruits.

SUBSEQUENT EVENT – 8/4/23 – LINK

  • The amendment reflects their mutual agreement at the time the Business Combination Agreement was executed, whereby the Sponsor forfeits 3,631,250 Rose Hill ordinary shares.
    • The Sponsor will then own 1,400,000 Rose Hill ordinary shares afterward, with 700,000 subject to vesting conditions.

SUBSEQUENT EVENT – 7/18/23 – LINK

  • The outside date was extended from July 18, 2023 to October 18, 2023.

EXTENSION – 7/3/23 – LINK

  • The SPAC approved the extension from July 18, 2023, to January 18, 2024.
    • 1 Class A ordinary share was redeemed.
    • No contribution to trust will be made.

EXTENSION – 1/13/23 – LINK

  • The shareholders approved the proposal, as a special resolution, to amend the Articles to extend the date by which the Company must complete its initial business combination from January 18, 2023, to July 18, 2023.
    • 14,118,106 Class A ordinary shares were redeemed.
    • No contribution to trust was made

SUBSEQUENT EVENT – 1/5/23 – LINK

  • The SPAC announced today the postponement of its extraordinary general meeting of shareholders originally scheduled for January 5, 2023 until January 12, 2023 at 3:00 p.m. Eastern Time.

TRANSACTION

  • The business combination values Prize at an implied initial enterprise value of approximately $425 million.
  • The proposed transaction is expected to close in the first quarter of 2023 and is subject to the satisfaction of customary closing conditions.
  • As a result of the business combination, Prize and Rose Hill shareholders will exchange their shares for shares in a new combined company, which is expected to be publicly listed on the Nasdaq Global Market.
  • The combined company will be the first Chilean enterprise to initially list directly on a U.S. Exchange, representing the start of a new wave of opportunities for investors abroad to access rapidly growing, profitable Latin American enterprises.
  • Upon closing, the combined company expects its ordinary shares and warrants to trade on Nasdaq under the ticker symbols “PRZE” and “PRZE WS”, respectively.

Rose Hill Transaction Overview 50%

Rose Hill Transaction Overview 60%


PIPE

  • In connection with the business combination, Rose Hill will seek a PIPE offering that, if obtained, is expected to result in $65 million in total cash proceeds to Prize after closing, including the cash held in the trust account of Rose Hill (following any redemptions).

STANDBY EQUITY PURCHASE AGREEMENT

  • Prize entered into a standby equity purchase agreement with a financial investor and affiliate of Yorkville Advisors (the “Investor”), pursuant to which, among other things, at the Closing, New PubCo will have the right (but not the obligation) to sell to the Investor, and the Investor will purchase from New PubCo, up to $150,000,000 of New PubCo ordinary shares at a purchase price of 97% of the Market Price (as defined therein) of the New PubCo ordinary shares, subject to the terms and conditions set forth therein.

LOCK-UP

  • Company
    • Upon registration of the shares after Closing
  • Sponsor
    • One year following the Closing Date or if the shares equals or exceeds $12.00 for 20/30 trading days at least 150 days after Closing

EARNOUT

  • 11,795,200 Earn-Out Shares will vest until the share equals or exceeds
    • (a) $18.00
    • (b) $22.00
    • (c) $26.00
    • (d) $30.00
  • There is no limit on how long these shares will Vest for.

NOTABLE CONDITIONS TO CLOSING

  • The SPAC Cash (as defined in the Business Combination Agreement) not being less than $50,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Closing has not occurred by January 18, 2023 (the “Outside Date”); provided, that if the Requisite Extension Approval is obtained, the Outside Date will be automatically extended to July 18, 2023, so long as the party proposing to terminate the Business Combination Agreement is not in breach of the Business Combination Agreement and the action or failure to act underlying such breach has not been the principal cause or resulted in the failure of the consummation of the Proposed Transaction by such date
  • The outside date was extended from July 18, 2023 to October 18, 2023. – LINK
  • The outside date was extended from October 18, 2023 to January 18, 2024. – LINK

ADVISORS

  • BTG Pactual is acting as placement agent and capital markets advisor to Rose Hill.
  • BTG Pactual is acting as placement agent and capital markets advisor to Prize.
  • Greenberg Traurig, LLP is U.S. legal advisor to Rose Hill.
  • Paul Hastings LLP is U.S. legal advisor to Prize.
  • Cohen Capital Markets is the capital markets advisor to Rose Hill.

MANAGEMENT & BOARD


Executive Officers

Felipe C. Canales, 63
Co-Chief Executive Officer and Director

Felipe Canales has over 30 years of experience leading public companies in Latin America. Mr. Canales acted as the Chief Financial Officer of Axtel, a major public telecommunications company based in Mexico, from 2009 to 2017, where he ran the strategy, finance, legal, and supply chain management functions. At Axtel, Mr. Canales led the negotiations of the merger with Alestra, resulting in the creation of the second largest fixed telecommunications company in Mexico. He is currently an Operating Partner at Advent International since 2018, a global private equity firm with over $150 billion in assets under management. Prior to Axtel, Mr. Canales was the Chief Financial Officer of Sigma Alimentos, a major consumer processed foods company with over $6.3 billion in revenue as of 2020. Before Sigma, he held the positions of Head of Corporate Strategy and Corporate Treasurer throughout the course of his 30-year career at Grupo Alfa, one of Mexico’s largest conglomerates with operations in the petrochemicals, consumer processed foods (Sigma Alimentos), auto parts, telecommunications, and energy industries. While operating these businesses, Mr. Canales led over $5 billion of M&A activity and raised and restructured over $4.5 billion of debt capital. He holds an MBA from the Wharton School at University of Pennsylvania and B.S. in Industrial Engineering from Instituto Tecnológico de Monterrey.


Marco A. Simental, 47
Co-Chief Executive Officer and Director

Marco A. Simental has over 18 years of investment banking experience in cross-border M&A and capital market transactions in the U.S., Canada and Latin America, including Brazil, Colombia, Mexico and Peru. Mr. Simental was a Managing Director and Head of Capital Solutions for Infrastructure & Power Finance at Nomura from 2020 to 2021. From 2017 to 2020, Mr. Simental was Managing Director and Head of Investment Banking Mexico for Scotiabank. Prior to that, in 2016, he was a Senior Financial Manager in the Consumer Division at Amazon. From 2013 to 2016, he was an Executive Director in the Morgan Stanley Latin American M&A Group in New York. He started his investment banking career in the U.S. in the Natural Resources Group at Lehman Brothers and subsequently with Barclays Capital in New York. Mr. Simental holds a B.A. in Economics from Instituto Tecnologico Autonomo de Mexico, an M.B.A. from the University of North Carolina Kenan-Flagler Business School, and an Advanced Finance Executive Program from The Wharton School at the University of Pennsylvania.


Jose I. Mujica, 44
Chief Strategy Officer

Jose Mujica is a Partner and has been the head of private equity at Ameris Capital, a financial services company specializing in asset management of alternative investments, corporate finance and institutional distribution, since 2008. Mr. Mujica serves on the board of Ameris‘s portfolio companies: AC Perforaciones and Mall Barrio Independencia. Prior to Ameris, he founded ZeroHotel, a boutique hotel in Chile, and NanduAir, an air transport company providing flight services in the Chilean Patagonia. Mr. Mujica was also an equity research analyst at Santander Bank, covering companies across Latin America. Mr. Mujica holds a B.A. in Business Administration from Pontificia Universidad Catolica de Chile and an M.B.A from INSEAD.


Albert G. Hill IV, 23
Co-Chief Financial Officer and Director

Albert Hill IV provides us with experience in mergers and acquisitions, as well as SPAC-specific expertise. From 2019 to 2021, Mr. Hill was a biopharmaceutical and biotechnology investment banking analyst at Guggenheim Securities. Prior to that he was an investment banking summer analyst at Chardan Capital Markets in 2018. Mr. Hill is also currently the Chief Financial Officer and Head of Strategy for King & Queen Mattress Co, since February 2021. Mr. Hill is additionally a former collegiate and professional tennis player. Mr. Hill holds a B.S. with honors in Applied Economics and Management from Cornell University.


Juan Jose Rosas, 23
Co-Chief Financial Officer and Director

Juan Jose Rosas provides us with experience in mergers and acquisitions, as well as SPAC-specific expertise. From 2020 to 2021, Mr. Rosas was an investment banking analyst at Chardan Capital Markets, where he was part of their principal SPAC investments group. Prior to that he was a Hedge Fund Summer Analyst at Point72 Asset Management in 2019. Prior to his business career, Mr. Rosas was a former collegiate and professional tennis player. Mr. Rosas holds a B.S. with honors in Information Science from Cornell University.


Board of Directors

Mario Fleck, 67
Director Nominee

Mario Fleck is currently a partner at Acnext Capital, a fund that invests in the developing stages of private companies, specifically targeting those with high growth potential through technological innovation. Prior to that, Mr. Fleck was the Managing Partner and Head of Public Equities for Rio Bravo Investimentos, a leading investment and private equity fund in Brazil, from 2004 to 2009, and its CEO from 2009 to 2018. Prior to Rio Bravo, he joined Accenture in 1976, where he consulted for some of the largest business in Brazil over a 28 year-period, eventually leading the Brazilian branch as the Country Managing Partner for 14 years and serving on numerous international committees. Mr. Fleck holds a B.S. in mechanical and industrial engineering from the Catholic University in Rio de Janeiro. In 2019, he received the PhD Honoris Causa from Chaim Weizmann Institute in Israel.


Juan Manuel Fernandez, 55
Director Nominee

Juan Manuel Fernandez joined Banco Santander Mexico as a Managing Director and co-head of M&A Advisory in 2016, and became their Head of Investment Banking Corporate Finance Group in 2019. Prior to joining Banco Santander in 2016, he worked at Rabobank, where he had several leadership positions including Head of North America Mergers & Acquisitions and Member of the Global Management Committee of the Global M&A Group and also served as Head of the M&A for Latin America. Prior to Rabobank, Mr. Fernandez was a senior member of J.P. Morgan’s Mergers and Acquisitions team in New York and in London. He is also the Vice President at Harvard Club in Mexico and an independent board director at Cinepolis, a Mexico-based global leader in the theatrical distribution firm, and Citelis, a Mexican real estate firm with over 640 commercial units. Mr. Fernandez holds a B.A. in Economics from Instituto Tecnologico Autonomo de Mexico and an M.B.A. from Harvard Business School.


Felipe Morris, 67
Director Nominee

Felipe Morris currently serves as Chairman of Interseguro, a Peruvian life insurance company, since 1998, and of Financiera Oh!, a personal finance business, since 2009. Both companies are part of the Intercorp Perú Ltd., a large group of businesses with banking, insurance and retail operations throughout Peru. Among the other companies of the Intercorp Group are Interbank, a commercial bank, and Inteligo, a wealth management business, for both of which Mr. Morris serves as Director. From 1994 to 1998, Mr. Morris worked as a senior executive in the Intercorp Group, acting as executive vice president of finance of Interbank and the CEO of the group’s holding company. Prior to that for over a decade, Mr. Morris held several positions in The World Bank in Washington D.C., specializing in financial sector development and management and restructuring of financial institutions and markets. Mr. Morris holds a B.S. in Economics from the Universidad del Pacifico, an M.A. in Economics from the University of Pittsburgh and an M.S. in Finance from American University.


Cristian Moreno, 47
Director Nominee

Cristian Moreno is a Partner and the President of Ameris Capital since July of 2014. Before joining Ameris, Mr. Moreno was a Managing Director at Larrain Vial from October 2012 to February 2014 and the CEO of Celfin Asset Management, a Chilean asset manager focused in Latin America, from May 2011 to July 2012. Mr. Moreno was the Head of Latin America Equity Research for Santander from May 2006 to April 2011. Based in New York he managed a team of more than 40 analysts spread across the region, and was also the Chief Equity Strategist for the region. Before moving to New York, Mr. Moreno headed the Chilean Research Team of Santander from July 2002 to April 2006. Mr. Moreno holds a B.A. from Pontificia Universidad Católica de Chile and an MA in Financial Economics from that same university.


Pedro Molina, 46
Director Nominee

Pedro Molina is currently Investment Partner at Portland Private Equity in Bogotá, Colombia, where he has served since 2018. At Portland, Mr. Molina is responsible for originating, executing, and negotiating investment opportunities and supporting fundraising efforts. He represents Portland on the Boards of Grupo IGA, as well as Merqueo S.A.S. Prior to Portland Private Equity, from 2016 to 2018, he served as Executive Director and Head of Investment Banking for Colombia, Central America, and the Caribbean at UBS Investment Bank in Bogotá, Colombia. Prior to UBS, from 2013 to 2016, Mr. Molina served as Director and Head of Investment Banking for Colombia at Citigroup in Bogotá, Colombia. Mr. Molina previously served in various other roles in the Investment Banking industry, including Senior Vice President at Bank of America Merrill Lynch between 2011 and 2013 and Vice President at Stephens Inc. between 2007 and 2011. In addition, Mr. Molina serves on the Board of Clinica Oftalmologica de San Diego in Medellín, Colombia. Mr. Molina holds a B.A. in International Business from Eafit University and an M.B.A. from the Olin Graduate School of Business at Babson College.


Ricardo Vazquez, 47
Director Nominee

Ricardo Vazquez is a Partner at Victoria Capital Partners since 2011, where he leads the activities in Colombia, the Caribbean, and co-leads across the Andean Region. Mr. Vazquez serves as Executive Chairman of Oncólogos del Occidente (ODO), a leading comprehensive cancer treatment service provider in Colombia. Prior to joining Victoria Capital Partners, Mr. Vazquez served as a Senior Investment Professional at Fintech Advisory (FAI) in New York, NY from 2006 and 2010. Prior to joining FAI in 2006, Mr. Vazquez served as an Emerging Markets associate at Credit Suisse, where he began in 2004. Mr. Vazquez holds a B.Sc. in Industrial Engineering from Universidad de Los Andes and an M.I.A. in International Finance and Business.