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Concord Acquisition Corp. *

Concord Acquisition Corp. *

Nov 17, 2020 by Roman Developer

The below-announced combination was terminated on 12/5/22.  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: Circle [Amended Transaction – 2/17/22] [TERMINATED 12/5/22]

ENTERPRISE VALUE: $9.0 billion (Equity Value)
ANTICIPATED SYMBOL: CRCL

The new agreement replaces the business combination initially announced in July 2021

Concord Acquisition Corp proposes to combine with Circle, a global financial technology firm that provides payments and treasury infrastructure for internet businesses.

Circle is a global financial technology firm that enables businesses of all sizes to harness the power of digital currencies and public blockchains for payments, commerce and financial applications worldwide. Circle is the principal operator of USD Coin (USDC), which has become a regulated, fully reserved dollar digital currency. USDC in circulation is greater than $25 billion and has supported over $785 billion in on-chain transactions. Additionally, Circle operates SeedInvest, one of the largest equity crowdfunding platforms in the U.S., which is a registered broker-dealer.

EXTENSION – 6/3/22 – LINK

  • Concord Acquisition Corp announced that its board of directors has approved an extension of the period of time the Company has to consummate its initial business combination by six months from June 10, 2022, to December 10, 2022 (the “Extension”).
  • Circle is expected to deposit $2,760,000 (the “Extension Payment”) into the trust account of the Company, representing $0.10 per public unit.

SUBSEQUENT EVENT – PRESS RELEASE – 4/12/22

  • Private Funding
    • Circle entered into an agreement for a $400M funding round with investments from BlackRock, Inc., Fidelity Management and Research, Marshall Wace LLP and Fin Capital.
    • The funding round is expected to close in the second quarter.

TRANSACTION

  • The new agreement sets Circle’s enterprise value at $9 billion, increasing from the $4.5 billion originally announced in July 2021.
  • The increase in value reflects improvements in Circle’s financial outlook and competitive position – particularly the growth and market share of USDC, a dollar digital currency. USDC’s circulation has more than doubled since the original deal was announced, reaching $52.5 billion as of February 16, 2022.

CRCL Transaction Overview New

PIPE

  • The previously announced $415M PIPE has been canceled and there is no longer a PIPE in this transaction.
  • The Company and Concord have the right to raise capital pursuant to one or more private placements in an aggregate amount of no greater than $750 million and based on a valuation of the Company of no less than $7,650,000,000

EARNOUT

  • Circle Internet Finance Public Limited Company (formerly Circle Acquisition Public Limited Company) will issue up to an aggregate number of Ordinary Shares equal to 20% of the Topco Ordinary Shares in issue (on a fully diluted basis) immediately following the Closing to certain of the Company’s existing equity holders, as follows:
    • 25% of earnout shares will vest at each price hurdle consisting of:
      • $12.00 or greater for any 20/30 consecutive trading days
      • $14.00 or greater for any 20/30 consecutive trading days
      • $16.00 or greater for any 20/30 consecutive trading days
      • $100.00 or greater for any 20/30 consecutive trading days

LOCK-UP

  • No Ordinary Share issued during the Lock-up Period shall be capable of transfer for the duration of the Lock-up Period.
    • 20% of the Total Lock-up Shares will expire on the third trading day after the VWAP is greater than or equal to $12.00 for any 20 Trading Days within any 30 consecutive Trading Day period.
    • 30% of the Total Lock-up Shares will expire on the third trading day after the VWAP is greater than or equal to $14.00 for any 20 Trading Days within any 30 consecutive Trading Day period.
    • 30% of the Total Lock-up Shares will expire on the third trading day after the VWAP is greater than or equal to $16.00 for any 20 Trading Days within any 30 consecutive Trading Day period.

NOTABLE CONDITIONS TO CLOSING

  • The conditions of both parties to complete the business combination does not contain a minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • The Transaction Agreement may be terminated by either Concord or the Company, if the Scheme effective time has occurred prior to December 8, 2022 (the “Outside Date”); provided that
    • (i) if a Concord Extension Proposal is approved, the Outside Date will be no later than January 31, 2023.
  • If the Transaction Agreement is terminated, as a result of the failure of the Scheme to receive the requisite approval of the Company’s equity holders or as a result of a breach by the Company, Topco or Merger Sub of certain of their covenants under the Transaction Agreement where such breach occurs as a result of the vote of the Company’s equity holders regarding the Scheme not occurring by the Outside Date in circumstances where
    • (X) the Registration Statement has been declared effective under the Securities Act (the date of such declaration the “SEC Effective Date”) and
    • (Y) the period of time from the SEC Effective Date to the Outside Date would have been sufficient for the Company to convene the court meetings and the extraordinary general meeting; and  at the time of such termination, Concord has not committed a breach of the Transaction Agreement giving the Company the right to terminate the Transaction Agreement, the Company will be required to pay Concord an amount equal to $112,500,000
  • If the Transaction Agreement is validly terminated by the mutual consent of the parties or by either the Company or Concord because the Outside Date shall have occurred and as of the date of such termination the Registration Statement has not been declared effective under the Securities Act; and (ii) at the time of such termination, Concord has not committed a Terminating Concord Breach, then the Company shall issue to Concord a number of Company Ordinary Shares equal in value to $20,000,000.

ADVISORS

  • Goldman Sachs & Co. LLC is serving as the exclusive financial advisor to Concord.
  • Greenberg Traurig is serving as legal counsel to Concord.
  • Goodwin is serving as legal counsel to Circle.
  • Cowen Inc. is serving as lead capital markets advisor to Concord.
  • CITI is serving as a Capital Markets Advisor to Concord.

The below-announced combination agreement was re-struck on 2/16/22 and replaced with the above deal terms.  It will remain on the page for reference purposes only. 

PROPOSED BUSINESS COMBINATION: Circle [Re-struck and Replaced 2/16/22]

ENTERPRISE VALUE: $4.5 billion
ANTICIPATED SYMBOL: CRCL

Concord Acquisition Corp proposes to combine with Circle, a global financial technology firm that provides payments and treasury infrastructure for internet businesses.

Circle is a global financial technology firm that enables businesses of all sizes to harness the power of digital currencies and public blockchains for payments, commerce and financial applications worldwide. Circle is the principal operator of USD Coin (USDC), which has become the fastest growing, regulated, fully reserved dollar digital currency. USDC in circulation is greater than $25 billion and has supported over $785 billion in on-chain transactions. Today, Circle’s transactional services, business accounts, and platform APIs are giving rise to a new generation of financial services and commerce applications that hold the promise of raising global economic prosperity for all through programmable internet commerce. Additionally, Circle operates SeedInvest, one of the largest equity crowdfunding platforms in the U.S., which is a registered broker dealer.

TRANSACTION

  • The business combination is supported by $415 million of capital commitments at $10.00 per share, with participation from top-tier institutional investors including Marshall Wace LLP, Fidelity Management & Research Company LLC, Adage Capital Management LP, accounts advised by ARK Investment Management LLC (“ARK”) and Third Point.
  • Including the contribution of up to $276 million of cash held in Concord Acquisition Corp’s trust account (assuming no redemptions), the transaction is expected to deliver up to $691 million of gross proceeds to the combined company.
  • Upon consummation of the transaction, existing Circle shareholders will maintain approximately 86% ownership interest in the combined company.
  • Proceeds of the transaction will support Circle’s continued growth through ongoing product development in close collaboration with its initial customers.

concord I trans overview

PIPE

  • $415 million PIPE investment at $10.00 per share backed by Marshall Wace LLP, Fidelity Management & Research Company LLC, Adage Capital Management LP, accounts advised by ARK Investment Management LLC (“ARK”) and Third Point.

EARNOUT

  • Earn-out of 112mm shares for existing equity holders
    • 25% granted if closing share price above $12 within first 12 months
    • 25% granted if closing share price above $14 within first 36 months
    • 25% granted if closing share price above $16 within first 60 months
    • 25% granted if closing share price above $100 within first 120 months
  • If within the first 120 months after transaction closing the share price closes above $100 for 20 days within any 30-trading day period and the full earnout is granted

LOCK-UP

  • “Lock-up Period” shall mean the period commencing on the date on which the Scheme takes effect and ending on the earlier of:
    • (i) the date that is 180 days after such date
    • (ii) the date on which a Change of Control is consummated

SUPPORT AGREEMENT

  • Jeremy Allaire, the Company’s Chief Executive Officer (the “Founder”), entered into a Transaction Support Agreement with Concord pursuant to which the Founder further agreed not to vote in favor of any Alternative Transaction (excluding for such purpose an initial public offering of the Company) for a period of six months following the termination of the Business Combination Agreement under certain circumstances.

NOTABLE CONDITIONS TO CLOSING

  • The amount of cash held by Concord will not be less than $340,000,000, net of any unpaid expenses of the Proposed Transactions.

NOTABLE CONDITIONS TO TERMINATION

  •  the Scheme effective time has occurred prior to the date that is 270 days after the date of the Business Combination Agreement April 7, 2022 (the “Outside Date”)
  • The Company will be required to pay to Concord an amount equal to $112,500,000, in the event that:
    • (i) the Business Combination Agreement is validly terminated as a result of the failure of the Scheme to receive the requisite approval of the Company’s equity holders or as a result of a breach by the Company, Topco or Merger Sub of certain of their covenants under the Business Combination Agreement where such breach occurs as a result of the vote of the Company’s equity holders regarding the Scheme not occurring
    • (ii) at the time of such termination, Concord has not committed a breach of the Business Combination Agreement giving the Company the right to terminate the Business Combination Agreement. In no event will the Company be required to pay such a termination fee on more than one occasion.

ADVISORS

  • Goldman Sachs & Co. LLC is serving as the exclusive financial advisor to Concord.
  • Goldman Sachs & Co. LLC and Citi acted as placement agents for Concord in connection with the PIPE transaction.
  • Greenberg Traurig is serving as legal counsel to Concord
  • Goodwin Procter is serving as counsel to Circle.
  • Cowen Inc. is serving as lead capital markets advisor to Concord.
  • Blueshirt Capital Advisors is serving as investor relations advisor to Circle.

MANAGEMENT & BOARD

Executive Officers

Jeff Tuder, 47
Chief Executive Officer

Mr. Tuder is currently an Operating Partner of Atlas, having joined in September 2020. Previously, Mr. Tuder founded Tremson Capital Management, LLC to invest in undervalued public equities and to make private equity and credit investments in partnership with a number of family offices. Prior to founding Tremson, Mr. Tuder held various investment positions at JHL Capital Group, a $3 billion multi-strategy hedge fund, KSA Capital Management, a deep value long/short equity fund, and CapitalSource Finance, where he was a Managing Director and Head of its Special Opportunity credit investment business. Mr. Tuder began his career as a private equity professional at Fortress Investment Group, where he underwrote and managed private equity investments for Fortress’ various investment vehicles; Nassau Capital, LLC, which managed the private assets of Princeton University’s Endowment; and ABS Capital Partners, a private equity firm affiliated with Alex. Brown & Sons. Mr. Tuder is currently a member of the Board of Directors of Inseego Corporation (NASDAQ: INSG), Unico American (NASDAQ: UNAM), and Seachange International (NASDAQ: SEAC). Mr. Tuder received a B.A. in English Literature from Yale College.

Michele Cito, 31
Chief Financial Officer

Ms. Cito is Chief Financial Officer of Atlas Merchant Capital LLC, having joined in June 2014. Ms. Cito joined Atlas as Controller and later served as Vice President of Finance and Operations prior to becoming Chief Financial Officer. Previously, Ms. Cito worked as an Auditor at Deloitte & Touche LLP in financial services. Ms. Cito is a Certified Public Accountant and received a B.A. in Public Accounting, and an MBA from Pace University.

 

Board of Directors

Bob Diamond, 69
Chairman of the Board

Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital LLC. Until 2012, Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays, responsible for Barclays Capital and Barclays Global Investors (“BGI”). He became an executive director of Barclays in 2005 and had been a member of the Barclays Executive Committee since 1997. Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in the United States, Europe and Asia. Mr. Diamond worked at Credit Suisse First Boston from 1992 to 1996, where his roles included Vice Chairman and Head of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President and CEO of Credit Suisse First Boston Pacific. Mr. Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading. Mr. Diamond is currently a member of the Board of Directors of South Street Securities Holdings, Inc., Crux Informatics and Atlas Mara Limited. He is also a Trustee of The American Foundation of the Imperial War Museum Inc., a Life Member of The Council on Foreign Relations and is involved in several non-profit initiatives, including being a Director of the Diamond Foundation. He is also Life Trustee and former Chair of the Colby College Board of Trustees.

David Schamis, 36
Director 

Mr. Schamis is Founding Partner and Chief Investment Officer of Atlas Merchant Capital LLC. Previously, Mr. Schamis worked at J.C. Flowers from 2000 to January 2014, most recently as a Managing Director and member of the management committee. Mr. Schamis joined J.C. Flowers at its inception and has significant experience investing in financial services and related businesses globally. Prior to J.C. Flowers, Mr. Schamis worked in the financial institutions investment banking group at Salomon Brothers from 1995 to 2000. Mr. Schamis is currently a member of the Board of Directors of South Street Securities Holdings, Inc, Panmure Gordon & Co plc, Kepler Cheuvreux SA, Talcott Resolution Life, Inc. and Ascensus Holdings, Inc.. Mr. Schamis received a B.A. in Economics from Yale College.

Peter Ort, 50
Director

Mr. Ort is Co-Founder of CurAlea Associates LLC, which provides customized software and advisory solutions to wealth and asset managers. Mr. Ort is also a General Partner at Cambium Capital Partners, an early stage venture capital firm focused on advanced computing in areas such as machine learning specific chips, quantum computing, and application specific devices. Previously, Mr. Ort spent the bulk of his career at Goldman Sachs, where he was a Managing Director and co-head of the Hedge Fund Strategies Group, overseeing manager selection for a $25 billion portfolio, and also worked in the firm’s Private Equity Group and Financial Institutions Group in New York and Tokyo. Mr. Ort was also a Managing Director at Karsch Capital, a $3 billion equity long/short hedge fund. Mr. Ort is a member of the board or advisory board of a number of privately held technology companies. Mr. Ort graduated from Duke University, obtained J.D. and M.B.A. degrees from New York University, and is a member of the New York and New Jersey State Bars. He was a Fulbright Scholar in Japan, and is the Treasurer and a member of the board of the Fulbright Association’s New Jersey Chapter.

Thomas King, 59
Director

Mr. King is an Operating Partner of Atlas. He has more than 30 years of experience in the investment banking and financial services industry. Most recently, Mr. King served as Chief Executive Officer of Investment Banking at Barclays and Chairman of the Investment Banking Executive Committee. Mr. King was also a member of the Barclays Group Executive Committee, which oversees all of the Barclays plc businesses. Mr. King began his career at Salomon Brothers, which was later acquired by Citigroup. During his tenure at Citi, he served as Global Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA (Europe, Middle East and Africa) Region and Head of Corporate and Investment Banking for the EMEA region. In 2009, Mr. King moved to Barclays Investment Bank and held several senior roles before becoming CEO, including Head of European Investment Banking, Co-Head of Global Corporate Finance, Global Head of Investment Banking. Mr. King received his MBA with distinction from the Wharton School, University of Pennsylvania and his Bachelor of Arts degree from Bowdoin College. He currently serves on the Board of Directors of Radius Global Infrastructure, Inc. (Nasdaq: RADI) and Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) and various private boards and Chairs the Board of Trustees at the King School in Stamford, Connecticut.

Larry Leibowitz, 60
Director

Mr. Leibowitz is a finance and technology entrepreneur who specializes in business transformation and capital markets. Mr. Leibowitz is an Operating Partner of Atlas, and is a Strategic Advisor and Board Director of Crux Informatics. Mr. Leibowitz currently serves on the Board of Directors of Cowen, Inc (NASDAQ: COWN), an independent investment bank, as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the data management, digital law, and site logistics businesses. Most recently, Mr. Leibowitz served as Chief Operating Officer, Head of Global Equities Markets and as a Member of the board of directors of NYSE Euronext, from 2007 to 2013. Prior to that, Mr. Leibowitz served as Chief Operating Officer of Americas Equities at UBS, Co-head of Schwab Soundview Capital Markets, and CEO of Redibook. Mr. Leibowitz was formerly a founding partner at Bunker Capital, and Managing Director and Head of Quantitative Trading and Equities technology at CS First Boston.

ByRoman Developer