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Jack Creek Investment Corporation

Jack Creek Investment Corporation

Oct 16, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Bridger Aerospace Group Holdings, LLC

ENTERPRISE VALUE: $869 million
ANTICIPATED SYMBOL: BAER

Jack Creek Investment Corporation proposes to combine with Bridger Aerospace Group Holdings, LLC, an independent provider of aerial firefighting services.

  • Founded in 2014 and led by current Chief Executive Officer and former Navy SEAL Tim Sheehy, Bridger is a company focused on addressing the year-round threat of economic and environmental damage caused by wildfires.
  • Through its effective, modern and purposefully designed fleet of aircraft, Bridger provides its federal agency and state government client base with a comprehensive range of aerial firefighting solutions.
  • Bridger operates a large and sophisticated fleet of firefighting aircraft, which includes “Super Scoopers” (CL-415EAF), air attack and logistical support aircraft (Next Generation Daher Kodiaks, Pilatus PC-12s, DeHavilland Twin Otter and legacy Twin Commanders), and UAVs (Unmanned Aerial Vehicles).
  • Bridger also offers FireTRAC, an innovative, proprietary data gathering, aerial surveillance and reporting platform that complements its fleet of firefighting assets.

SUBSEQUENT EVENT – 1/12/23 – LINK

  • The meeting previously scheduled to be held on January 12, 2023. The EGM has been rescheduled for January 24, 2023 at 10:00 a.m. Eastern Time.

TRANSACTION

  • The business combination values Bridger at an implied $869 million pro forma enterprise value.
  • The transaction, which does not have a minimum cash requirement or require a PIPE offering, is expected to deliver up to approximately $345 million of cash to Bridger’s balance sheet, assuming no redemptions by Jack Creek’s public shareholders and before payment of transaction expenses, leaving the Company better positioned to further expand its fleet and explore proprietary strategic investments.

Jack Creek Transaction Overview

PIPE

  • There is no PIPE for this Transaction.

LOCK-UP

Blackstone Holder Lock-Up:

  • The period from the date hereof until the earlier to occur of
    • (A) 6 months beginning on the date hereof;
    • (B) the first date the closing price of the Company Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof.

New Holder Lock-Up:

  • With respect to the Company Stock held by the New Holders (other than the Blackstone Holders) or their respective Permitted Transferees, the period from the date hereof until the earliest to occur of
    • (A) one year after the date hereof;
    • (B) the first date the closing price of the Company Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof.

Sponsor Lock-Up:

  • The period from the date hereof until the earliest to occur of
    • (A) one year after the date hereof;
    • (B) the first date the closing price of the Company Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof.

EARNOUT

  • The Sponsor agreed to subject 20% of the Available Sponsor Shares (“Earnout Shares”) to a performance-based vesting schedule such that:
    • 50% of the Earnout Shares will vest on the first date during the earnout period of 5 years (the “Earnout Period”) on which the volume-weighted average closing sale price of a share of New PubCo Common Stock is greater than $11.50 for a period of at least 20 days out of 30 consecutive trading days and
    • 50% of the Earnout Shares will vest on the first date during the Earnout Period on which the volume-weighted average closing sale price of a share of New PubCo Common Stock is greater than $13.00 for a period of at least 20 days out of 30 consecutive trading days.

FORFEITURE SHARES

  • The Sponsor agreed to a forfeiture, effective immediately prior to the Closing, of Class B ordinary shares of JCIC (“JCIC Class B Ordinary Shares”) equal to the sum of:
    • (a) 8,550,000 minus the number of Available Sponsor Shares, and
    • (b) if the amount remaining in the Trust Account after allocating funds to the JCIC Shareholder Redemption is less than $20,000,000
      • (i) the excess of the aggregate of fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by JCIC in connection with the Transactions prior to Closing, but excluding any deferred underwriting fees, over $6,500,000, if any, divided by
      • (ii) $10.00

NOTABLE CONDITIONS TO CLOSING

  • The consummation of the Transactions is subject to JCIC having at least $5,000,001 of net tangible assets remaining after JCIC Shareholder Redemption.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated if the Closing has not occurred on or before January 26, 2023 (the “Termination Date”), provided, that if JCIC obtains the approval of its shareholders for an Extension, JCIC or the Company will have the right to the other party to extend the Termination Date for an additional period equal to the shortest of
    • (a) 2 additional months
    • (b) the period ending on the last date for JCIC to consummate its Business Combination pursuant to such Extension
    • (c) such period as mutually agreed by JCIC and the Company as the earliest practicable date for the consummation of the Transactions and
    • (d) the period ending on the date on which the consummation of the Mergers is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule, or regulation.

ADVISORS

  • Sidley Austin LLP is serving as legal advisor to Bridger.
  • Weil, Gotshal & Manges LLP is serving as legal advisor to Jack Creek.

MANAGEMENT & BOARD

Executive Officers

Robert F. Savage, 52
Chief Executive Officer 

Mr. Savage is a Co-Founder and President of KSH Capital since 2015. KSH Capital provides real estate entrepreneurs with capital and expertise to see or grow their platform. KSH Capital is focused on the deployment of the principals’ capital in domestic and international strategies that offer compelling long-term returns. Prior to founding KSH Capital, Mr. Savage was Co-founder, President of KTR from 2005 to 2015, an investment, development and operating company focused exclusively on the industrial property sector in North America. At KTR, Mr. Savage was co-head of the firm’s Investment Committee and responsible for management of the firm’s day-to-day operations, including oversight of capital deployment, portfolio management and capital markets activities. Previously, Mr. Savage was a Partner at Hudson Bay Partners, L.P. a private equity firm focused on investing in real estate-intensive operating businesses. Mr. Savage also worked in the Investment Banking Division at Merrill Lynch & Co. where he specialized in corporate finance and M&A advisory services for REITs, private equity funds and hospitality companies. Mr. Savage is Chairman of the Board of Directors of VolunteerMatch.org, a San Francisco based 501(c)(3) that operates the largest volunteer network in the nonprofit world and is also Chairman of the Board of Directors of New Senior Investment Group (NYSE: SNR). Mr. Savage is a member of the Board of Trustees of Mount Sinai Health System in New York, The Taft School and is a Director of Environmental Waste International, Inc. (TSXV: EWS). Mr. Savage received an A.B. in Urban Studies and Business Economics from Brown University.

Thomas Jermoluk, 64
President, Director

Mr. Jermoluk has been the Chief Executive Officer and Co-Founder of Beyond Identity since April 2020, a cybersecurity company specializing in passwordless identity management. Since 2008, Mr. Jermoluk has been Partner at Clark Jermoluk Founders Fund, an early stage venture capital firm along with James H. Clark. Previously, from 2005 to 2009 Mr. Jermoluk was CEO of Hyperion Development Group. From 2000 to 2005 Mr. Jermoluk was General Partner at Kleiner Perkins, one of Silicon Valley’s oldest and most established venture capital firms and from 1996-2000 he was Chairman and CEO of @Home Networks, a highspeed internet service pioneer. For ten years ending 1996, Mr. Jermoluk held various positions at Silicon Graphics, Inc., including most recently President and Chief Operating Officer. Mr. Jermoluk currently serves on the Board of Directors of Ibotta, a mobile payments, loyalty and cash back rewards company. Throughout his career, Mr. Jermoluk has served on the Board of Directors of numerous other private and public companies. Mr. Jermoluk earned B.S. and M.S. degrees in Computer Science from Virginia Tech.

James H. Clark, 76
Chief Technology Officer

Dr. Clark is presently Chairman and Co-Founder of Beyond Identity a cybersecurity company specializing in passwordless identity management. He has founded several notable Silicon Valley technology companies, including Silicon Graphics, Inc., Netscape Communications Corporation, myCFO, Healtheon, CommandScape, and most recently Beyond Identity. Dr. Clark presently serves on the Board of Directors of Ibotta, a mobile payments, loyalty and cash back rewards company. Dr. Clark earned both a B.S. and M.S. in Physics from The University of New Orleans, and a PhD in Computer Science from The University of Utah. He also holds Honorary Doctorate Degrees from University of New Orleans and Tulane University. Dr. Clark is a member of the Horatio Alger Association, the National Academy of Engineering and the National Academy of Arts and Sciences.

Lauren D. Ores, 40
Chief Financial Officer

Ms. Ores has served as Chief Financial Officer, and prior to that as Vice President, Planning and Finance, at KSH Capital since its founding in 2015. Prior to joining KSH Capital, Ms. Ores served as Vice President, Capital Markets at KTR, a leading private equity real estate investment and operating company focused exclusively on the industrial property sector in North America. At KTR, Ms. Ores was responsible for investor relations and the execution of capital markets activities for the company. Before re-joining KTR in 2011, Ms. Ores spent four years as an Associate in the Portfolio Management group at Deutsche Asset Management (formerly RREEF). Prior to that Ms. Ores was the Accounting and Finance Manager at KTR. She received a B.S. in Business Administration from Villanova University and an MBA from Northwestern University’s Kellogg School of Business.

 

Board of Directors

Jeffrey E. Kelter, 66
Executive Chairman & Chairman of the board of directors

Mr. Kelter is a Co-Founder and a Partner of KSH Capital since 2015. KSH Capital provides real estate entrepreneurs with capital and expertise to seed or grow their platform. KSH Capital is focused on the deployment of the principals’ capital in domestic and international strategies that offer compelling long-term returns. Prior to founding KSH Capital, Mr. Kelter was a Founding Partner and Chief Executive Officer of KTR from 2005 to 2015, a leading private equity real estate investment and operating company focused on the industrial property sector in North America. KTR and its commingled investment funds were sold in May 2015 to a joint venture of Prologis Inc. and Norges Bank Investment Management. Since its inception in 2004, KTR had raised three funds which totaled over $7.0 billion of investment capacity. Prior to founding KTR, Mr. Kelter was President, Chief Executive Officer and Trustee of Keystone Property Trust, an industrial real estate investment trust. Mr. Kelter founded the predecessor to Keystone in 1982, and took the company public in 1997, where he and the management team directed its operations until its sale in 2004 to Prologis. Prior to forming Keystone, he served as president and CEO of Penn Square Properties, Inc. in Philadelphia, Pennsylvania, a real estate company which he founded in 1982. Mr. Kelter serves on the Board of Directors of Invitation Homes (NYSE: INVH) and he is a trustee of the Cold Spring Harbor Laboratory. Mr. Kelter received a B.A. in Urban Studies from Trinity College.

Heather Hartnett, 37
Director 

Since 2015, Ms. Hartnett has served as the Chief Executive Officer and General Partner of Human Ventures, a New York City-based venture capital fund backing, building and scaling industry-changing technology companies through a startup studio model. Since launching five years ago under Hartnett’s leadership, Human Ventures has invested in and co-built more than 40 companies. Those companies have grown to a combined more than $270 million in enterprise value and have gone on to raise $200 million in additional capital from notable later stage investors. Key investments and board positions include Reserve Media, Inc. (acquired), Girlboss Inc., Current, theSkimm, Tiny Organics Inc. and Daily Muse Inc. Ms. Hartnett is an active leader in the technology community, serving on the leadership council for Tech:NYC since 2017 and as a lead of AllRaise for the east coast. She has also been a member of the prestigious Kauffman Fellowship executive education program in venture capital and innovation since 2018.

Samir Kaul, 46
Director 

Mr. Kaul has been a General Partner at Khosla Ventures, LLC (“Khosla Ventures”) a venture capital firm focusing on technology investing, since February 2006. He has served on the board of directors of Guardant Health, Inc. (GH) since April 2014 and currently serves on the boards of directors of several private companies. Previously, Mr. Kaul served as a member of the board of directors of Gevo, Inc. from March 2013 to May 2014 and Amyris, Inc. from May 2006 to May 2012. Prior to that, Mr. Kaul was a member of Flagship Pioneering Inc., a venture capital firm, from June 2002 to May 2006. Prior to that, Mr. Kaul worked at the Institute for Genomic Research from June 1997 to December 2000. Mr. Kaul holds a B.S. degree in Biology from the University of Michigan, an M.S. degree in Biochemistry from the University of Maryland and an M.B.A. degree from Harvard Business School.

Richard Noll, [Elected to Board 3-8-21]
Director 

Mr. Noll served as Chairman of the Board of Directors of Hanesbrands Inc. from 2009 to 2019, and Chief Executive Officer from 2006 to 2016. Mr. Noll joined Hanesbrands Inc. from Sara Lee Corporation where he worked for 14 years in various management positions, including President and Chief Operating Officer of Branded Apparel and Chief Executive Officer and Chief Operating Officer of Sara Lee Bakery Group, and led the turnarounds of several Sara Lee Corporation bakery and apparel businesses. Since January 2020, Mr. Noll is Chairman of the Board of Reynolds Consumer Products Inc., and serves on the Audit Committee and Compensation, Nominating and Corporate Governance Committee. In July 2019 he was appointed a member of the board of directors of Carter’s Inc., where he serves as a member of its compensation committee. Mr. Noll previously served as a director of Fresh Market Inc. from 2011 to 2016. Mr. Noll received a B.A. in Business Administration from Pennsylvania State University and an M.B.A. from Carnegie Mellon University.



ByRoman Developer