DHC Acquisition Corp.
PROPOSED BUSINESS COMBINATION: GloriFi, Inc.
ENTERPRISE VALUE: $1.7 billion
ANTICIPATED SYMBOL: GLRI
DHC Acquisition Corp. proposes to combine with GloriFi, Inc.
GloriFi is a pro-freedom, pro-America, pro-capitalism technology company that will soon offer best-in-class financial services such as credit cards, insurance, mortgages, brokerage, and banking products, empowering members to put their money where their values are and preserve the Country they believe in. Members will soon be able to download a state-of-the-art financial lifestyle app offering personalized news, weather, market data, and insights to help them navigate their finances and make better financial decisions amidst a challenging economy.
SUBSEQUENT EVENT – 3/1/23 – 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 400,000 shares
- The Sponsor will transfer 150,000 shares to the non-redeeming shareholders
TRANSACTION
- The transaction values the combined company at a pro forma enterprise value of approximately $1.7 billion
- The transaction is expected to provide up to approximately $279 million, assuming no redemptions by holders of DHC’s Class A common shares
PIPE
- There is no PIPE for this transaction at this time.
EARNOUT
Company
- 40,000,000 Earnout Shares over a seven year period after Closing Date
- 1/2 will be released when the share price is greater than or equal to $15.00 for a 20/30-trading days
- 1/4 will be released when the share price is greater than or equal to $17.50 for a 20/30-trading days
- 1/4 will be released when the share price is greater than or equal to $20.00 for a 20/30-trading days
LOCK-UP
Company
- 180 days from the Closing Date or the data which the share price exceeds $12.50 for any 20/30 trading days
Sponsor
- 360 days from the Closing Date or the data which the share price exceeds $12.50 for any 20/30 trading days at least 150 days after the Closing
NOTABLE CONDITIONS TO CLOSING
- The consummation of one or more financing transactions by GloriFi resulting in GloriFi’s receipt of unencumbered cash proceeds of at least $60,000,000
- The completion of a bank acquisition by an affiliate of GloriFi and the entry into a Marketing Program Framework Agreement by GloriFi with such affiliate or GloriFi having entered into an agreement with one or more state, or federally, charted financial institutions in a form reasonably acceptable to DHC
- The minimum amount of cash that can be left in DHC trust account cannot be less than $30M
NOTABLE CONDITIONS TO TERMINATION
- By either DHC or GloriFi if the Effective Time has not occurred by March 4, 2023, so long as the failure of a condition not to be satisfied by such date is not principally caused by a breach by such party
- By either DHC or GloriFi if any governmental order prohibiting the transaction has become final and non-appealable
- By DHC if GloriFi has not consummated financing transactions resulting in the receipt of at least $60,000,000 in unencumbered cash proceeds by GloriFi prior to September 30, 2022.
ADVISORS
- Winston & Strawn LLP is serving as legal counsel to GloriFi
MANAGEMENT & BOARD
Executive Officers
Christopher Gaertner, 58
Co-Chief Executive Officer, Chief Financial Officer & Director
Christopher Gaertner and a director of the company, is the Vice Chairman and Global Head of Technology Investment Banking at Rothschild & Co., a large investment bank, which he joined in May 2017. Previously, Mr. Gaertner was the Global Head of Corporate Finance Technology Investment Banking at Credit Suisse, a large investment bank, from 2012 to May 2017. Prior to that, he was the Global Head of Technology Investment Banking at Bank of America Merrill Lynch, a large investment bank, from 2005 to 2012. Mr. Gaertner received his B.S. from the United States Military Academy and his MBA from the Wharton School, University of Pennsylvania. He also received his MSEE from Columbia University, and he is a CFA charterholder.
Thomas Morgan, Jr., 59
Co-Chief Executive Officer
Thomas Morgan, Jr. is the founder and Chief Executive Officer of Corps Capital Advisors LLC, an investment advisory firm, which he founded in July 2019. Previously, Mr. Morgan, Jr. served as a Managing Director at Morgan Stanley, a large investment bank, from 2009 to July 2019. Mr. Morgan received his B.S. from the United States Military Academy and his MBA from Harvard University.
Board of Directors
Joseph DePinto, 58
Director Nominee
Mr. DePinto is the Chairman of the board of directors of Brinker International (NYSE: EAT), a multinational hospitality company, serving in this position since November 2013. He is President and Chief Executive Officer of 7-Eleven, Inc., a large multi-unit retail company, serving in this position since December 2005. Mr. DePinto currently serves on the board of directors of 7-Eleven, Inc. and 7 & i Holdings Co., Ltd. He also serves on the Boards of the Business Executives for National Security, the National Association of Convenience Stores, the UT Southwestern Medical Foundation and the Johnny Mac Soldiers Fund. Mr. DePinto received his B.S. from the United States Military Academy and his MBA from Kellogg School of Management.
Richard Dauch, 60
Director Nominee
Mr. Dauch is the former Chief Executive Officer of Delphi Technologies plc, a large multi-national auto parts company, serving in this position from January 2019 to October 2020. Mr. Dauch is a Special Advisor to BorgWarner, Inc. (NYSE: BWA), an automobile parts manufacturer, and has served in this role since October 2020. Mr. Dauch is a director of The SHYFT Group, Inc. (Nasdaq: SHYF), a specialty vehicle manufacturer, and has served in this capacity since 2010. Previously, Mr. Dauch served as President and Chief Executive Officer of Accuride Corporation (NYSE: ACW), a global automotive and commercial vehicle supplier from February 2011 to January 2019. Mr. Dauch received his B.S. from the United States Military Academy and his MSEM from the Massachusetts Institute of Technology.
Kathleen Hildreth, 59
Director Nominee
Ms. Hildreth is the Managing Director & Principal of M1 Support Services, L.P., a large government contractor focusing on military aircraft, which she co-founded in 2003. Prior to founding M1 Support Services, L.P., from 2001 to 2003 Ms. Hildreth served as Vice President Business Development for DynCorp International, a large military contractor. Ms. Hildreth received her B.S. from the United States Military Academy and her M.Ed. from Georgia Southern University.