Highland Transcend Partners I Corp.

Highland Transcend Partners I Corp.

Nov 16, 2020 by Roman Developer

The below-announced combination was terminated on 3/25/22.  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: Packable [TERMINATED on 3/25/22 – LINK]

ENTERPRISE VALUE: $1.55 billion
ANTICIPATED SYMBOL: PKBL

Highland Transcend Partners I Corp. proposes to combine with Packable, the holding company for Pharmapacks (or “the Company”), a leading technology-led e-commerce marketplace enablement platform.

  • Founded in 2010 as Pharmapacks, Packable is a leading multi-marketplace e-commerce enablement platform providing category-leading brands with the connections, data insights, and services needed to enable accelerated online marketplace sales.
  • Packable operates in the third-party (“3P”) space across 7 online marketplaces in North America, including Amazon — where Pharmapacks is the largest 3P seller in the US by number of reviews — Walmart, eBay, Target, Kroger, and Google Shopping, among others, and also manages several direct-to-consumer (“DTC”) sites on behalf of brands.
  • Packable is a leading e-commerce company with a proprietary technology platform that empowers brands with a complete and cost-effective logistics, fulfilment, data science, digital marketing and sales solution.
  • Pharmapacks has a premier team of e-commerce experts and approximately 1000 employees connecting consumers to their favorite brands on online marketplaces such as Amazon, Walmart, Google, eBay, Target, Kroger and Facebook, becoming one of the largest marketplace sellers in North America.
  • Pharmapacks serves as a “launch pad” for emerging brands by giving a select amount of lesser-known brands access to the Pharmapacks’ e-commerce platform and consumer base. This enables brands to focus on product research and development, while Pharmapacks focuses on building a connection between the consumer and the brand.

TRANSACTION

  • The combined company will have a pro forma enterprise value of $1.550 billion, with an implied pro forma equity value of $1.909 billion, assuming a $10.00 per share PIPE price and no shareholder redemptions.
  • As a result of the transaction, Packable expects to add approximately $434 million in cash on its balance sheet to support the Company’s current market leadership and enable opportunities to enhance growth, profitability and geographic and multi-marketplace expansion assuming no shareholder redemptions.
  • This includes a $180 million significantly oversubscribed PIPE and convertible offering that was upsized due to strong investor interest, anchored by Fidelity Management & Research Company; Lugard Road Capital and Luxor Capital; Park West Asset Management and Morningside.
  • The combined company will have a pro forma ownership of approximately 71% existing shareholders, 19% SPAC and founder shares and 11% PIPE and convert investors. As part of the transaction, existing Packable shareholders will be eligible to receive up to 12 million additional earnout shares, based on Packable’s future stock performance.

Highland Transaction Overview


PIPE

  • $180 million PIPE and convertible offering that was upsized due to strong investor interest, anchored by Fidelity Management & Research Company; Lugard Road Capital and Luxor Capital; Park West Asset Management and Morningside.

LOCK-UP

  • 25% of Founder Promote subject to vesting schedule mirroring terms of the Seller Earn-Out:
    • Vesting at $12.00, $14.00, $16.00, and $18.00 per share.

EARNOUT

Existing Packable shareholders eligible to receive 12M shares comprised of 4 equal tranches:

  • One tranche (25% of the total) vesting if the closing share price of Surviving Pubco Class A Shares is $12.00 or above for any 20 trading days within any consecutive 30-trading day period
  • The second tranche (25% of the total) vesting if the closing share price of Surviving Pubco Class A Shares is $14.00 or above for any 20 trading days within any consecutive 30-trading day period.
  • The third tranche (25% of the total) vesting if the closing share price of Surviving Pubco Class A Shares is $16.00 or above for any 20 trading days within any consecutive 30-trading day period.
  • The fourth tranche (25% of the total) vesting if the closing share price of Surviving Pubco Class A Shares is $18.00 or above for any 20 trading days within any consecutive 30-trading day period.

NOTABLE CONDITIONS TO CLOSING

  • Packable’s obligations to complete the Closing are subject to the proceeds of the account (net of any redemptions and the PIPE Shares issuance) being equal to or greater than $225,000,000 (minus the aggregate amount of the Note Financing).

NOTABLE CONDITIONS TO TERMINATION

  • By either HTP or Packable if the Closing has not occurred on or before March 31, 2022 (“The Outside Date”).

ADVISORS

  • J.P. Morgan Securities LLC is serving as exclusive financial advisor to Packable
  • Cooley LLP acting as legal advisor to Packable.
  • Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Highland Transcend.
  • Davis Polk & Wardwell LLP is serving as legal advisor to Highland Transcend.
  • J.P. Morgan Securities LLC and BofA Securities are serving as joint private placement agents to Highland Transcend and Packable for the PIPE offering and pre-IPO convertible investment
  • Goldman Sachs & Co. LLC is also serving as joint placement agent to Highland Transcend for the PIPE offering.

MANAGEMENT & BOARD


Executive Officers

Ian Friedman, 38
Chief Executive Officer and Director

Since January 2020, Mr. Friedman has worked as an investor in the venture capital industry. From September 2012 to October 2019, Mr. Friedman served as the Co-Head of Goldman Sachs Investment Partners, Venture Capital and Growth Equity team, a banking and financial services company. From September 2008 to July 2010, Mr. Friedman served as a Private Equity Investor of Bain Capital, LLC, a private investment firm. From September 2006 to July 2008, Mr. Friedman served as a consultant at Boston Consulting Group, a management consulting firm. Mr. Friedman has also served on the board of thredUP since 2015. Mr. Friedman holds a Master of Business Administration from the Stanford Graduate School of Business and a degree in Honours Business Administration from the University of Western Ontario, Richard Ivey School of Business.


Paul Maeder, 66
Chief Financial Officer

From 1987 to the Present, Mr. Maeder has been General Partner and the Chair of Highland Capital Partners, a venture capital company. From 1984 to 1987, Mr. Maeder served as General Partner of Charles River Ventures, a venture capital company. Prior to joining Charles River Ventures, Mr. Maeder was an Engineer and Project Manager of Synemed, Inc., a biomedical engineering products company. Mr. Maeder also serves on the board of 2U (2010-Present) and Exagrid, Inc. (2017-Present). Mr. Maeder has an MBA from Harvard Business School, an MS from Stanford University, and a BSE from Princeton University.


Dan Nova, 59
Chief Investment Officer

Mr. Nova has served as a General Partner of Highland Capital Partners since 1996. Prior to joining Highland in 1996, Dan was a Partner at CMG@Ventures from 1995 to 1996. From 1989 to 1994, Mr. Nova was a Senior Associate at Summit Partners. Mr. Nova also serves as a member of the board of directors of a number of privately held companies and has served as a member of the board of directors of publicly traded companies in the past. Mr. Nova holds a Master of Business Administration from Harvard Business School and a Bachelor of Science in Computer Science and Marketing from Boston College.


Board of Directors

Bob Davis, 64
Executive Chairman

Since 2001, Mr. Davis has worked as an investor in the venture capital industry with Highland Capital Partners where he currently serves as General Partner. From June of 1995, Mr. Davis was the Founder and CEO of Lycos (IPO), a leading internet portal and media destination, and served as such until its October 2000 acquisition by Terra Networks for $5.4B. Mr. Davis served as the CEO of the newly formed Terra Lycos until February 2001 and then as the Vice Chairman of Terra Lycos until 2003. Mr. Davis has served on numerous public company boards including Lycos, Ticketmaster and John Hancock Financial Services, he has also served on many private company boards, principally through his role as a venture capital investor. Mr. Davis holds a Masters of Business Administration from Babson College and a BS from Northeastern University with Highest Distinction.


Julie Bradley, 52
Director

From 2011 to 2015, Ms. Bradley served as the Chief Financial Officer, Chief Accounting Officer, Senior Vice President and Treasurer of TripAdvisor. From 2005 to 2011, Ms. Bradley served as Chief Financial Officer of Art Technology Group Inc., up until it was acquired by Oracle. Prior to joining Art Technology Group Inc., she was Vice President of Finance at Akamai Technologies, a global content delivery network, cybersecurity, and cloud service company. Prior to Akamai Technologies, Ms. Bradley served for over seven years at Deloitte & Touche LLP, serving as a Manager specializing in multi-national corporate taxation. Ms. Bradley currently serves on the board of Wayfair (since 2018), First Watch (since 2020) and GoodRx (since 2020). Ms. Bradley is a Certified Public Accountant and holds a B.A. in Economics from Wheaton College.


William Hockey, 31
Director

Mr. Hockey is the co-founder and former chief technology officer and president (2012-2020) of Plaid, a data network that powers the fintech tools millions of consumers rely on to live healthier financial lives. Plaid is used by developers and businesses to make it easy for consumers to connect their financial accounts with the apps and services they want to use, and connects with financial institutions across the U.S, Canada and Europe. Mr. Hockey holds undergraduate degrees in Computer Science and Systems and Operations from Emory University.


Greg Peters, 49
Director

Mr. Peters is Chief Operating Officer and Chief Product Officer of Netflix. Previously, he was International Development Officer for Netflix, responsible for the global partnerships with consumer electronics companies, Internet service providers and multi-channel video programming distributors that enable Netflix to deliver movies and TV shows across a full range of devices and platforms. Prior to joining Netflix in 2008, Mr. Peters was Senior Vice President of consumer electronics products for Macrovision Solutions Corp. (later renamed to Rovi Corporation) and previously held positions at digital entertainment software provider, Mediabolic Inc., Red Hat Network, the provider of Linux and Open Source technology, and online vendor Wine.com. Mr. Peters holds a BS degree in Physics and Astronomy from Yale University. Mr. Peters joined the board of 2U, Inc., a global leader in education technology, in March of 2018.


Mike Wystrach, 40
Director

From 2012 to present, Mr. Wystrach has served as the Chief Executive Officer of Freshly, the leading manufacturer of fresh, prepared meals in the United States. He brings nearly a decade of experience in the food industry and, prior to founding Freshly, Mr. Wystrach worked in every stage of business, from launching startups to equity sales with Wall Street trading companies. Mr. Wystrach holds an undergraduate degree in Finance from the University of Arizona (2002).