TWC Tech Holdings II Corporation
PROPOSED BUSINESS COMBINATION: Cellebrite
ENTERPRISE VALUE: $1.811 billion
ANTICIPATED SYMBOL: CLBT
TWC Tech Holdings II Corporation proposes to combine with Cellebrite DI Ltd. (“Cellebrite” or the “Company”), the global leader in Digital Intelligence (“DI”) solutions for the public and private sectors.
Cellebrite empowers public and private sector customers, including federal, state and local public safety agencies and private sector enterprises, to manage Digital Intelligence in legally sanctioned investigations. With Cellebrite’s end-to-end integrated Digital Intelligence investigative platform, customers can solve cases faster and more efficiently than ever before, digitizing the entire investigative lifecycle and accelerating outcomes within the justice system. The Company is deeply committed to data privacy and to the ethical use of its technology. Cellebrite’s solutions have been purchased by 6,700 public safety agencies and private sector enterprises in over 140 countries and have helped millions of investigations globally. The Company’s rapidly deployable technology solutions position it for long-term growth in a total addressable market that is estimated to reach $12 billion by 2023.
Cellebrite’s solutions are based on its unique, purpose-built technology for the investigative lifecycle and have become the standard in investigations and legal processes. The Company has diverse revenue streams across its offerings and customer segments and a high annual recurring revenue net retention rate.
Cellebrite has a highly experienced management team, an elite research and development team that includes personnel from top Israeli intelligence units, and a talented workforce that includes former members of global law enforcement agencies. Following completion of the transaction, Cellebrite’s management team will continue to operate the business with Yossi Carmil serving as Chief Executive Officer.
SUBSEQUENT EVENT – 8/15/24 – LINK
- The Company will redeem their warrants for a redemption price of $0.10 per Warrant.
- September 13, 2024, is the last trading date for the warrants.
TRANSACTION
- The total cash that will be available to Cellebrite upon closing is expected to be $580 million, comprised of TWC Tech Holdings’ cash held in trust, assuming no redemptions by public stockholders.
- Upon closing, TWC Tech Holdings’ shareholders will receive a combination of cash and stock in Cellebrite.
- The transaction includes a private investment of approximately $300 million in Cellebrite ordinary shares that will be purchased directly from existing shareholders of Cellebrite who are primarily from early investors in the Company and which is expected to close concurrently with the merger of TWC Tech Holdings with a subsidiary of the Company.
- Leading institutional investors, including Light Street Capital and Makena Capital, and strategic investor Axon Enterprise, Inc., participated in the private investment.
- The cash proceeds from the transaction will be used to accelerate Cellebrite’s ability to execute on its significant near-term growth opportunities, develop new customer solutions and expand its end-market reach.
- At closing, the Chairman of the Board of Directors at Cellebrite, Mr. Ryusuke Utsumi, will be stepping down from his position, and Mr. Haim Shani, Co-Founder & General Partner of Israel Growth Partners and a current Director of Cellebrite, will assume the Board’s Chairmanship.
- Mr. Utsumi will remain a member of the Board of Directors.

PIPE
- $300 million in Cellebrite ordinary shares at a purchase price of $10.00 per share from existing shareholders of Cellebrite who are primarily from early investors in the Company, and
- Leading institutional investors, including Light Street Capital and Makena Capital, and strategic investor Axon Enterprise, Inc., participated in the private investment.
SPONSOR FORFEITURE
- 1,500,000 of the Subject Shares held of record by the Sponsor Parties as of the date hereof shall be Forfeiture Shares
- Solely in the event that the Unpaid SPAC Expenses exceed the sum of:
- (i) the Additional SPAC Cash, plus
- (ii) $40,000,000 (the amount of such excess, the “Expenses Excess Amount”), then an additional number of Subject Shares equal to the quotient of
- (i) the Expenses Excess Amount, divided by
- (ii) the SPAC Class A Closing Value Per Share shall be Forfeiture Shares;
- provided that the Sponsor and/or the Sponsor Parties shall be permitted to pay such Expenses Excess Amount in cash prior to the Effective Time without further liability to SPAC (in which case the Expenses Excess Amount shall be reduced on a dollar-for-dollar basis by the amount paid by Sponsor and/or the Sponsor Parties prior to the Effective Time).
- “Unpaid SPAC Expenses” shall include all indebtedness of SPAC for borrowed money or guarantee incurred in the ordinary course of business consistent with past practice (except to the extent taken into account for the calculation of SPAC Transaction Expenses). No sooner than five (5) or later than (2) Business Days prior to the Closing Date, SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC setting forth the Unpaid SPAC Expenses and Expenses Excess Amount, and the components thereof.
SPONSOR VESTING
Vesting of Subject Shares. Vested Promote = $60M. The Restricted Subject Shares held of record by each Sponsor Party shall vest (on a pro rata basis) as follows:
- (i) 44.4444444444% of such Restricted Subject Shares shall automatically vest at the Closing;
- (ii) 22.2222222222% of such Restricted Subject Shares shall vest upon the occurrence of a Triggering Event I;
- (iii) 22.2222222222% of such Restricted Subject Shares shall vest upon the occurrence of a Triggering Event II; and
- (iv) 11.1111111112% of such Restricted Subject Shares shall vest upon the occurrence of a Triggering Event IV.
Triggering Events:
- “Triggering Event I” means that the VWAP of Company Ordinary Shares is, at any time during the Price Adjustment Period, greater than or equal to $12.50 over any twenty (20) Trading Days within any thirty (30) Trading Day period
- “Triggering Event II” means that the VWAP of Company Ordinary Shares is, at any time during the Price Adjustment Period, greater than or equal to $15.00 over any twenty (20) Trading Days within any thirty (30) Trading Day period
- “Triggering Event III” means that the VWAP of Company Ordinary Shares is, at any time during the Price Adjustment Period, greater than or equal to $17.50 over any twenty (20) Trading Days within any thirty (30) Trading Day period
- “Triggering Event IV” means that the VWAP of Company Ordinary Shares is, at any time during the Price Adjustment Period, greater than or equal to $30 over any twenty (20) Trading Days within any thirty (30) Trading Day period
SELLER EARNOUT
- Seller earnout of 15M shares – 5M at $12.50, 5M at $15.00 and 5M at $17.50
LOCK UP
- “Applicable Holder” means TWCT Parties, SUN, IGP, Yossi Carmil, Dana Garner and any other Person selling Shares in the PIPE Investment, and each Person to whom any of the foregoing Persons transfers any Shares (excluding any PIPE Shares or Shares acquired in the public market after the Closing Date) prior to expiration of the Lock-Up Period.
- “Lock-Up Period” shall mean the period beginning on the Closing Date (as defined in the Merger Agreement) and ending on the earlier of (i) the date that is 180 days after the Closing Date
- “Lock-Up Shares” shall mean the Shares (including any Shares issued upon exercise or settlement of options or other equity securities) held by any Shareholder and their respective Permitted Transferees immediately following the Closing (excluding (1) any PIPE Shares, (2) Shares acquired in the public market, and (3) Shares received by stockholders of the SPAC (excluding the TWCT Parties) pursuant to the Merger Agreement or the exercise of any Company Warrants
- “Permitted Transfer” means any Transfer of Shares (including Lock-Up Shares), Company Warrants following the occurrence of a Triggering Event.
- “Triggering Event” means that the VWAP of the Shares is greater than or equal to $15.00 over any twenty (20) Trading Days within any thirty (30) Trading Day period commencing no earlier than 90 days following the Closing.
NOTABLE CONDITIONS TO CLOSING
- The amount of cash and cash equivalents in TWC’s trust account (after giving effect to redemptions of TWC Shares and payment of TWC expenses), together with the aggregate amount actually received from the PIPE Investors, any backstop financing received by TWC prior to the Effective Time, and the amount of cash and cash equivalents held by TWC without restriction outside of its trust account and interest earned on cash held inside of its trust account (less indebtedness or other accrued payment obligations not constituting TWC expenses), equaling at least $300,000,000
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred on or before the October 8, 2021
ADVISORS
- J.P. Morgan Securities LLC is serving as financial advisor to Cellebrite
- White & Case LLP and Meitar Law Offices are serving as legal advisors to Cellebrite
- BofA Securities and J.P. Morgan Securities LLC are acting as placement agents to Cellebrite and TWC Tech Holdings
- BofA Securities is also serving as capital markets advisor to TWC Tech Holdings
- Simpson Thacher & Bartlett LLP and Herzog, Fox & Ne’eman are acting as legal advisors to TWC Tech Holdings.
- Shearman & Sterling LLP is acting as legal advisor to the placement agents.
MANAGEMENT & BOARD
Executive Officers
Adam H. Clammer, 49
Chief Executive Officer, President and Director
Mr. Clammer is a Founding Partner of True Wind Capital, a private equity fund manager focused on the technology industry, where he serves on the Investment Committee and is responsible for all aspects of managing the firm. Prior to founding True Wind Capital in 2015, Mr. Clammer was with KKR, a global investment manager, which he joined in 1995. At KKR, Mr. Clammer co-founded and led the Global Technology Group from 2004 to 2013, was a senior member of the Healthcare Group, and participated in investments across multiple industries. He served on public company boards as a director of AEP Industries (NASDAQ: AEPI), a manufacturer of flexible plastic packaging films, from 1999 to 2004, a director of Zhone Technologies (NASDAQ: ZHNE), a provider of communications network equipment, from 2002 to 2006, a director of MedCath (NASDAQ: MDTH), a cardiovascular services provider, from 2002 to 2008, a director of Jazz Pharmaceuticals (NASDAQ: JAZZ), a biopharmaceutical company, from 2004 to 2007, a director of Avago, now Broadcom (NASDAQ: AVGO), a designer of analog semiconductors, from 2005 to 2013, a director of NXP (NASDAQ: NXPI), a manufacturer of semiconductor chips, from 2007 to 2010, a director of Eastman Kodak (NYSE: KODK), a provider of imaging products and services, from 2009 to 2011, and a director of Nebula Acquisition Corporation (NASDAQ: NEBU), a special purpose acquisition company, from 2018 to 2020. Mr. Clammer served on several private company boards including Aricent, GoDaddy, and TASC among others, as well as a member of the operating committee of SunGard Data Systems. Mr. Clammer currently serves as a director of The Switch, a video solutions service provider, since 2016, as Chairman of the Board of ARI Network Services, a sales-focused software and marketing services provider, since 2017 as a director of Pegasus Transtech (“Transflo”), a software and solutions provider to the transportation industry, since 2017 and as a director of Open Lending (NASDAQ: LPRO), a lending enablement platform for the automotive finance market, since 2020. Prior to joining KKR, Mr. Clammer worked in the Mergers & Acquisitions group at Morgan Stanley in New York and Hong Kong from 1992 to 1995. He holds a B.S. in Business Administration from the University of California, Berkeley and an M.B.A. from Harvard Business School, where he was a Baker Scholar.
Rufina A. Adams, 39
Chief Financial Officer
Mrs. Adams is True Wind’s Chief Financial Officer and has the responsibility for all financial and regulatory reporting matters, in addition to the firm’s compliance and cybersecurity initiatives. She joined True Wind Capital in 2015 and served as a director of Nebula Acquisition Corporation (NASDAQ: NEBU), a special purpose acquisition company, from 2019 to 2020. Prior to joining True Wind Capital, Mrs. Adams was the Controller at Discovery Digital Networks, or DDN, a multi-channel Internet television and digital cable network, where she managed the accounting department and its successful integration following its acquisition by Discovery Communications (NASDAQ:DISCA), a mass-media company, in 2012. In addition, Mrs. Adams handled the integration of accounting and operations for DDN’s early acquisitions. Prior to joining DDN in 2008, Mrs. Adams was a Senior Investment Accountant for The Blackstone Group (NYSE:BX), a private equity and asset manager, from 2007 to 2008 in New York where she gained experience in private equity accounting and investor relations. Prior to joining the Blackstone Group, she was an Audit Senior for Deloitte and Touche in San Jose, CA from 2004 to 2006. Ms. Adams holds a B.S. in Accounting from Santa Clara University and is an inactive licensed CPA in the state of New York.
Board of Directors
James H. Greene, Jr., 69
Chairman of the Board of Directors
Mr. Greene is a Founding Partner of True Wind Capital, a private equity fund manager focused on the technology industry, where he serves on the Investment Committee and is responsible for all aspects of managing the firm. Prior to founding True Wind Capital in 2015, Mr. Greene was with Kohlberg Kravis Roberts & Co. (“KKR”), a global investment manager which he joined in 1986, became a Partner in 1993, a Member in 1996 and an Advisory Partner in 2013. At KKR, Mr. Greene co-founded and led the Global Technology Group from 2004 to 2010. In 2010, he became head of the Global Industrial Group, a position he held until 2013. Mr. Greene played a key role in many of KKR’s most notable buyouts through the late 1980’s and 1990’s. He served on public company boards as a director of Safeway (NYSE: SWY), a grocery store chain, from 1987 to 2004, a director of Owens-Illinois (NYSE: OI), a glass container manufacturer, from 1987 to 2005, a director of RJR Nabisco (NYSE: NGH), an American food and tobacco conglomerate, from 1989 to 1995, a director of The Vons Company (NYSE: VON), a grocery store chain, from 1993 to 1997, a director of RELTEC (NASDAQ: RLT), a telecommunications systems manufacturer, from 1995 to 2000, a director of Accuride (NYSE: ACW), a provider of commercial vehicle components, from 1998 to 2007, a director of Zhone Technologies (NASDAQ: ZHNE), a provider of communications network equipment, from 1999 to 2010, a director or Shoppers Drug Mart (TSE: SC), a drug store chain, from 2000 to 2005, a director of Amphenol (NYSE: APH), a provider of electronic components, from 2003 to 2005, a director of Alliance HealthCare (NASDAQ: AIQ), a provider of outsourced healthcare services, from 2003 to 2006, a director of Avago, now known as Broadcom (NASDAQ: AVGO), a designer of analog semiconductors, from 2005 to 2010, a director of Sun Microsystems (NASDAQ: JAVA), a provider of computer hardware and software, from 2008 to 2010, and a director of Nebula Acquisition Corporation (NASDAQ: NEBU), a special purpose acquisition company, from 2018 to 2020. Mr. Greene served on several private company boards including Aricent, Capital Safety, Capsugel, SunGard Data Systems, TASC, and Tenovis, among others. Mr. Greene currently serves as Chairman of the Board of Pegasus Transtech (“Transflo”), a software and solutions provider to the transportation industry, since 2017, a director of Western New York Energy, a provider of renewable energy and ethanol, since 2006, a director of Zix (NASDAQ: ZIXI), an email security and productivity solutions provider, since 2019, and a director of Sysnet Global Solutions, a PCI compliance solutions provider, since 2020. Prior to joining KKR, Mr. Greene spent 14 years in banking as a Vice President at Bankers Trust Company where he was involved with management buyout financings, merger and acquisition advisory assignments, and other corporate finance activities. He graduated from the Wharton School, majoring in accounting, and holds a B.S. in Economics from the University of Pennsylvania. He is also a Trustee and a Member of the Executive Committee of the University of Pennsylvania, a member of the Executive Committee and Board of Penn Medicine, which includes the Perelman School of Medicine and the University of Pennsylvania Health System.
David Kerko, 47 [Resigned 1-8-21]
Director
Mr. Kerko was an Advisor to KKR between 2015 to 2020. From 2010 to 2015, Mr. Kerko was a Member at KKR and served as Co-head of the Technology Group from 2013 to 2015. Mr. Kerko joined KKR in 1998 and played an active role building the firm’s technology platform from 2006 to 2015. At KKR, Mr. Kerko was involved in a broad range of investments, including but not limited to Broadcom Ltd (NASDAQ: AVGO), a semiconductor manufacturer, Magic Leap, a virtual reality hardware manufacturer, Marvell Technology Group (NASDAQ: MRVL), a producer of storage, communications and consumer semiconductor products, NXP Semiconductors (NASDAQ: NXPI), a semiconductor manufacturer, and Sonos, Inc., a manufacturer of digital sound systems. Mr. Kerko has served as a director and member of the audit and compensation committees of Science Applications International Corporation (NYSE: SAIC) since January 2019, as a director and member of the audit committee of TE Connectivity Ltd. (NYSE: TEL) since March 2019. Mr. Kerko is also currently a director and chairman of the compensation committee of GlobalFoundries, a privately-held, semiconductor manufacturing company. In addition, since 2015, Mr. Kerko has served as a director of Transphorm, a privately held GAN semiconductor manufacturer. Mr. Kerko was a director of Engility Holdings, Inc. from 2015 until its acquisition by SAIC in January 2019, and a director of TASC, a privately-held, engineering services company, from 2009 to 2015. Mr. Kerko also served as a director and member of the audit and compensation committees of Nebula Acquisition Corporation (Nasdaq: NEBU) from 2018 to 2020. Prior to joining KKR, Mr. Kerko was with Gleacher NatWest Inc. where he was involved in mergers and acquisition transactions and financing work. He holds a B.S. from The Wharton School at the University of Pennsylvania and a B.S.E., summa cum laude, from the School of Engineering and Applied Science at the University of Pennsylvania.
Scott W. Wagner, 50 [Resigned 5/14/21]
Director
Mr. Wagner served as CEO of GoDaddy (NYSE: GDDY) from 2017 to 2019, and prior to that, as President/Chief Operations Officer/Chief Financial Officer from 2012 to 2017. During Mr. Wagner’s tenure, GoDaddy evolved from its successful founding as the leading domain name registrar in the United States into a global software-as-a-service (SaaS) company, capable of helping everyday entrepreneurs start, create, grow and manage their ideas successfully. Mr. Wagner also served as a director of GoDaddy from 2017 to 2019. Prior to GoDaddy, Mr. Wagner was with KKR, a global investment manager, which he joined in 2000. At KKR, Mr. Wagner was a founding member and helped lead the Capstone value creation team, which worked with KKR investment companies to grow and improve. Prior to joining KKR, Mr. Wagner worked with the Boston Consulting Group in Chicago and Madrid from 1992 to 1995. He holds a B.A. in Economics with distinction, magna cum laude, from Yale University and an M.B.A. from Harvard Business School.
Darren Thompson, 57
Director
Mr. Thompson has more than 25 years of executive leadership experience in the financial services and real estate industries. Since 2018, Mr. Thompson has been the Chief Financial Officer of Bowery Farming, a tech-enabled indoor vertical farming company. From 2016 to 2017, Mr. Thompson was the President of Spruce Finance, a technology-enabled consumer finance company serving the energy efficiency and solar marketplace. From 2015 to 2016, Mr. Thompson was formerly the Chief Financial Officer and Executive Vice President of Strategy for B2R Finance and Lending.com, both Blackstone-owned real estate lending companies. From 2011 to 2015, he was also an advisory partner to RailField Realty Partners LLC, an apartment investment and asset management company. Prior to this, Mr. Thompson was President of Avenue Mortgage Corp., the real estate investment subsidiary of Avenue Capital Group, a New York-based fixed-income hedge fund. He formerly served as a trustee and Audit Committee chairman for Avenue Capital Group’s public credit mutual funds. He also served as a director and Audit Committee chairman for Boulevard Acquisition Corp. (NASDAQ: BLVD), a special-purpose acquisition company that consummated its initial public offering in 2014 and its initial business combination in 2015, acquiring AgroFresh, The Dow Chemical Company’s post-harvest specialty chemical business; Mr. Thompson resigned from his position as a director in connection with the consummation of the initial business combination. Mr. Thompson served as a regional judge for the White House Fellows Program and is a former member of the governing board of the Robert Toigo Foundation (which seeks to promote diversity in the financial services industry). Mr. Thompson graduated from Harvard College with honors in biochemistry and has an M.B.A. from Harvard Business School.
Lee Kirkpatrick, 59 [Appointed 1-8-21]
Director
Mr. Lee Kirkpatrick is the founder of Kirkpatrick Capital & Advisory, an advisory firm providing consulting services to technology companies since March 2019. Mr. Kirkpatrick served as the Chief Financial Officer of Twilio Inc. (NYSE: TWLO), a cloud communications platform service provider, from May 2012 to December 2018. From November 2010 to December 2011, Mr. Kirkpatrick served as Chief Financial Officer of SAY Media, Inc., a digital media and advertising firm formed by the combination of VideoEgg, Inc. and SixApart, Ltd. From January 2007 to November 2010, Mr. Kirkpatrick served as Chief Operating Officer and Chief Financial Officer of VideoEgg, Inc., an online advertising network. From April 2000 to December 2006, Mr. Kirkpatrick served in several roles, including as Chief Operating Officer and Chief Financial Officer, at Ofoto Inc., an online photography service, which was acquired by Eastman Kodak Company in 2001 and later renamed the Kodak Imaging Network. From March 1998 to March 2000, Mr. Kirkpatrick served as Chief Financial Officer of iOwn, Inc., an online real estate services website, which was acquired by CitiMortgage, Inc. in 2001. From March 1997 to February 1998, Mr. Kirkpatrick served as Chief Financial Officer of HyperParallel, Inc., a data mining software company, which was acquired by Yahoo! Inc. in 1998. From August 1988 to February 1997, Mr. Kirkpatrick served in several roles at Reuters Group PLC, a financial information and news service company, including as Manager of Special Projects, District Finance Manager and Director of Finance and Operations. Mr. Kirkpatrick holds a B.S. in Business Administration from the University of Southern California and an M.B.A. from Columbia University.
