DD3 Acquisition Corp. II
PROPOSED BUSINESS COMBINATION: Codere Online
ENTERPRISE VALUE: $353 million
ANTICIPATED SYMBOL: CDRO
DD3 Acquisition Corp. II proposes to combine with Codere Online. Codere Online launched in 2014 as a part of the international gaming operator Codere Group, offering online sports betting and online casino through its state-of-the art websites and mobile applications.
Codere Online is a leading online gaming and sports betting operator in Latin America with a unique omnichannel strategy that seeks to attract a loyal, engaged and high-value customer base aimed at driving growth and enhanced profitability.
Codere Online Investment Highlights
- Strong market opportunity supported by favorable demographic trends in Latin America – Very low existing market penetration with increasing adoption of smartphones, e-commerce and internet connectivity position the region for tremendous near, medium and long term growth (estimated at approximately 10x from 2020 to 2027 based on management projections and industry research).
- Omnichannel Strategy – Significant competitive advantage through Codere Online’s indirect parent company Codere Group, which has a leading retail footprint encompassing approximately 10,800 venues throughout Latin America, Spain and Italy (approximately 6,600 operating as of December 31, 2020 as a result of COVID-19 temporary closings) as well as a registered retail database of over 3 million registered players.
- Growth Opportunities in Core Markets and Expansion into New Countries – Codere Online, with a strong presence in Spain, Mexico, Colombia and Panama and its plan to start operating in the City of Buenos Aires (Argentina) in late 2021, is a leading online gaming operator in Latin America, a region expected to represent the next wave of strategic focus and growth for the global gaming industry.
- Market Expertise – Codere Group has a long history of successful Latin American operations dating back to 1984. Codere Online’s management has decades of experience establishing online gaming operations.
- Successful Operating Model – Codere Online and its management team have consistently demonstrated the ability to run successful online gaming operations and seek to apply this proven strategy and business model throughout the Latin American markets to drive profitability and positive operating cash flow.
- Proven and Flexible Technology Platform – Codere Group’s technology platform and Codere Online’s product can be scaled to support growth in core markets and expansion into new markets.
- Strong Brand – High visibility from long-running sponsorships of soccer teams and athletes.
TRANSACTION
- The business combination values the combined company at an estimated pro forma enterprise value of approximately $350 million, or 2.3x Codere Online’s estimated 2022 revenue of approximately $150 million, and an implied equity market capitalization of approximately $500 million.
- Codere Online expects to have up to an approximately $145 million cash position to be used to fund marketing expenditures, technology platform improvements and expansion into new high-growth Latin American markets, assuming no redemptions by DD3’s shareholders.
- Baron Funds, MG Capital, LarrainVial and DD3 Capital Partners have committed to a private investment of more than $67 million that will close concurrently with the business combination, and Baron Funds has committed to roll-over approximately $10 million of DD3 public shares.
- DD3 has $125 million of cash in its trust account, exclusive of any accrued interest.
- Codere Group has agreed to roll-over approximately 90% of its ownership and will maintain a majority ownership interest in Codere Online following consummation of the business combination.

PIPE
- DD3 entered into separate subscription agreements (collectively, the “Subscription Agreements”) with DD3 Capital Partners S.A. de C.V. (“DD3 Capital”) and Larrain Investment Inc. (“Larrain”, and collectively with DD3 Capital and other investors who may enter into subscription agreements after the date hereof, “Subscribers”), and in each case to which Holdco is also a party, for the purchase of 1,724,000 shares of DD3 Common Stock at a price of $10.00 per share, immediately prior to the closing of the Proposed Business Combination.
- The PIPE, together with a further commitment by Baron Funds to roll-over approximately $10 million of DD3 public shares, fulfills the minimum cash of $77 million required to close the business combination
FORWARD PURCHASES
- Certain funds affiliated with Baron Capital Group, Inc. (collectively, “Baron”) have elected to purchase an aggregate of 2,500,000 shares of DD3 Common Stock for an aggregate purchase price of $25,000,000, at a price of $10.00 per each share of DD3 Common Stock, immediately prior to the Closing Date, pursuant to the terms of that certain Forward Purchase Agreement (the “Original Baron FPA”) entered into by DD3 and Baron on November 17, 2020, as amended by Amendment No. 1 to the Original Baron FPA (the “Baron FPA Amendment”) entered into by DD3 and Baron on June 21, 2021 (as amended, the “Baron Forward Purchase Agreement”)
- MG Partners Multi-Strategy Fund LP (“MG Partners”) has elected to purchase an aggregate of 2,500,000 shares of DD3 Common Stock for an aggregate purchase price of $25,000,000, at a price of $10.00 per each share of DD3 Common Stock, immediately prior to the Closing Date, pursuant to the terms of that certain Forward Purchase Agreement (the “Original MG Partners FPA”) entered into by DD3 and MG Partners on November 19, 2020, as amended by Amendment No. 1 to the Original MG Partners FPA (the “MG Partners FPA Amendment”) entered into by DD3 and MG Partners on June 21, 2021 (as amended, the “MG Partners Forward Purchase Agreement”, and together with the Baron Forward Purchase Agreement, the “Forward Purchase Agreements”).
INVESTOR SUPPORT AGREEMENT
- DD3 entered into an investor support agreement with Baron, pursuant to which Baron committed to not exercise any of its Redemption Rights with respect to 996,069 shares of DD3 Common Stock (“Baron IPO Shares”) acquired by Baron in DD3’s initial public offering
LOCK-UP
- Parent and Sponsor will agree to not transfer any Lock-Up Securities (as defined in the Registration Rights and Lock-Up Agreement) until the earliest of:
- (i) the date that is one year from the Closing,
- (ii) the date on which the closing price of the Holdco Ordinary Shares on the Nasdaq Stock Market (“Nasdaq”) equals or exceeds $12.50 per Holdco Ordinary Share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after the Closing.
NOTABLE CONDITIONS TO CLOSING
- Minimum cash of $77 million required to close the business combination
- If the sum of the cash held by DD3 outside of the Trust Account, including the aggregate amount of proceeds from the Investment pursuant to the Forward Purchase Agreements and Subscription Agreements consummated prior to, or as of, the Closing, and the cash held in the Trust Account after deducting all payments made or required to be made pursuant to exercises of Redemption Rights (“Gross Proceeds”) is higher than $125,000,000, Parent shall have the right to cause Holdco to enter into the Redemption Agreement with Parent and redeem from Parent, after the consummation of the Proposed Business Combination and at a redemption price of $10.00 per Holdco Ordinary Share, the number of Holdco Ordinary Shares (“Redeemable Shares”) equal to (rounded down to the nearest whole number of Holdco Ordinary Shares) the quotient of
- (i) the amount by which the Gross Proceeds exceed $125,000,000, divided by
- (ii) $10.00.
- The Redeemable Shares shall not exceed 3,000,000 Holdco Ordinary Shares and the total purchase price under the redemption shall not exceed $30,000,000.
NOTABLE CONDITIONS TO TERMINATION
- by either DD3 or the Company if the Merger Effective Time shall not have occurred prior to 5:00 p.m. (New York time) on December 31, 2021 (the “Outside Date”)
- by DD3 if the PCAOB Financials shall not have been delivered by August 21, 2021
- by DD3 if the Restructuring shall have not been consummated by September 30, 2021 with respect to Italy, Mexico and Spain
- by DD3 if the Restructuring shall have not been consummated substantially or a Restructuring Agreement shall not have been entered into by November 15, 2021 with respect to Colombia, Panama and the City of Buenos Aires (Argentina)
- by DD3 if Parent shall not have obtained the Codere Bondholders Consent by August 15, 2021
ADVISORS
- Stifel is serving as financial and capital markets advisor to Codere Online.
- Davis Polk & Wardwell is acting as U.S. legal advisor to Codere Online.
- Clifford Chance is acting as legal advisor to Codere Online in Luxembourg.
- Deloitte is serving as accounting advisor to Codere Online.
- EarlyBirdCapital is acting as financial and capital markets advisor as well as placement agent to DD3.
- Greenberg Traurig and Pérez-Llorca are acting as legal advisor to DD3.
- Stibbe is acting as legal advisor to DD3 in Luxembourg.
MANAGEMENT & BOARD
Executive Officers
Dr. Martin M. Werner, 57
Chairman and Chief Executive Officer
Dr. Werner served as the Chief Executive Officer and Chairman of DD3 Acquisition I from June 2018 until the consummation of its business combination with Betterware in March 2020, and continues to serve as a member of Betterware’s board of directors. He is a co-founding partner of DD3 Capital, a private investment and financial services firm headquartered in Mexico City that provides a wide range of financial services to clients including, among others, merger and acquisitions advisory, equity and debt capital raising, highly structured debt financing and financial restructurings. Prior to founding DD3 Capital in 2016, Dr. Werner worked at Goldman Sachs for 16 years (2000 – 2016) becoming a Managing Director in 2000 and a Partner in 2006. He was co-head of the Investment Banking Division for Latin America and the country head of the Mexico office. From 2011 to December 2019, Dr. Werner served as the Chairman of the board of directors of Red de Carreteras de Occidente (RCO), one of Mexico’s largest private concessionaires operating more than 760 kilometers of toll roads, which was previously owned by Goldman Sachs Infrastructure Partners, from 2007 until its sale to Abertis Infraestructuras S.A. and GIC Special Investments Pte Ltd. Prior to his time with Goldman Sachs, Dr. Werner served in the Mexican Treasury Department as the General Director of Public Credit from 1995 to 1997, and as Deputy Minister from 1997 to 1999. Among his numerous activities, he was in charge of restructuring Mexico’s public debt during the financial crisis of 1994 and 1995. Dr. Werner is the second largest investor of Banca Mifel, a leading mid-market Mexican bank with $3.3 billion in assets and a credit portfolio of? $2.0 billion. He is also member of the Board of Directors of Grupo Comercial Chedraui, a leading supermarket chain in Mexico and the United States, of Empresas ICA, a leading infrastructure construction company in Mexico, and of Grupo Aeroportuario Centro Norte, one of Mexico’s largest airport operators. He is a member of Yale University’s School of Management Advisory Board. Dr. Werner holds a bachelor degree in economics from Instituto Tecnologico Autonomo de Mexico (ITAM) and a Ph.D. in economics from Yale University.
Jorge Combe, 42
Chief Operating Officer and Director
Mr. Combe served as the Chief Operating Officer and as director of DD3 Acquisition I from June 2018 until the consummation of its business combination with Betterware in March 2020. He co-founded DD3 Capital together with Dr. Werner in 2016 and is a managing partner. Prior to co-founding DD3 Capital, he was a Managing Director in the Investment Banking Division of Goldman Sachs in Mexico City from 2010 to 2017. While at Goldman Sachs, Mr. Combe covered companies across the Latin American region and leading several initial equity offerings, mergers and acquisitions, structured financing notes and debt offerings transactions in the Mexican and Latin American markets. Prior to joining Goldman Sachs, Mr. Combe was a vice president in the investment banking division in Merrill Lynch from 2009 to 2010. From 2008 to 2009, he worked at GP Investimentos, one of the leading Brazilian private equity firms, where Mr. Combe was part of the founding investment team, analyzing multiple investment opportunities as well as supervising the portfolio company, Fogo de Chao. Prior to GP Investimentos, Mr. Combe worked for Credit Suisse as an associate in the equity capital markets group where he was involved in over 20 equity offerings for Latin American companies. Mr. Combe began his career at Banco Banorte as floor equity trader, where he held various positions in Mexico and New York. Mr. Combe is a member of the Board of Directors of Quiero Casa, a leading real estate residential developer in Mexico. He earned an MBA from the Wharton Business School at the University of Pennsylvania and a Bachelor of Science in economics from Instituto Tecnologico Autonomo de Mexico (ITAM).
Daniel Salim, 28
Chief Financial Officer
Mr. Salim served as the Chief Financial Officer of DD3 Acquisition I from June 2018 until the consummation of its business combination with Betterware in March 2020. Since 2017, Mr. Salim has also been a member of the DD3 Capital team analyzing the deal flow and execution of mergers and acquisitions, equity raising, advisory and debt raising. From 2015 to 2017, Mr. Salim worked for Bank of Tokyo-Mitsubishi in its Latin America Corporate & Investment Banking Group, where he evaluated project finance and acquisition opportunities involving Mexican blue-chip and state-owned companies, across Latin America, in the renewable energy, petrochemicals and oil and gas sectors. From 2013 to 2015, he served as an analyst at HR Ratings, a local rating agency covering medium and large companies in the retail, real state, consumer, manufacturing and entertainment industries. Mr. Salim received a Bachelor in Finance and Accounting from Universidad Anahuac Norte and is currently a chartered financial analyst candidate.
Board of Directors
Dr. Guillermo Ortiz, 72
Director Nominee
Dr. Ortiz has also served as Chairman of BTG Pactual Latin America ex-Brazil, a leading Brazilian financial services company with operations throughout Latin America, the U.S. and Europe, since 2015. Prior to joining BTG, from 2010 to 2015, he was Chairman of the Board of Grupo Financiero Banorte-Ixe, the largest independent Mexican financial institution. Dr. Ortiz served two consecutive six-year terms as Governor of Mexico’s Central Bank from 1998 to 2009. From 1994 to 1997, Dr. Ortiz served as Secretary of Finance and Public Credit in the Mexican Federal Government where he guided Mexico through the “Tequila” crisis and contributed to the stabilization of the Mexican economy, helping return the nation to growth in 1996. He has served on the Board of Directors of the International Monetary Fund, the World Bank and the Interamerican Development Bank. Dr. Ortiz is Chairman of the Board of each of the Pe Jacobsson Foundation, a member of Group of Thirty, the Center for Financial Stability, the Globalization and Monetary Policy Institute, the Federal Reserve Bank of Dallas and China’s International Finance Forum. He is also a member of the Board of Directors of Wetherford International, a leading company in the oil and equipment industry, as well as of a number of Mexican companies, including Aeropuertos del Sureste, one of Mexico’s largest airport operators, and Vitro, a leading glass manufacturer company in Mexico. Dr. Ortiz is also a member of the Quality of Life Advisory board of the Government of Mexico City. Dr. Ortiz holds a bachelor’s degree in economics from Universidad Nacional Autónoma de México (UNAM), a master’s degree and a Ph.D. in economics from Stanford University.
Daniel Valdez, 38
Director Nominee
Mr. Valdez is a Managing Partner of Alternative Investments and Portfolio Manager (Public Equities) for Morales y Guerra Capital Asesores (MG Capital). Mr. Valdez has also served as an independent member of investment committees for several public and private investment trusts, including Altum Capital. Prior to joining MG Capital, he held Senior Analyst positions at prominent hedge funds: Sigma Capital Management from 2012 to 2014; Eton Park Capital Management from 2011 to 2012; and Surveyor Capital (Citadel) from 2010 to 2011. Prior to joining Surveyor Capital, Mr. Valdez worked as an Investment Banking Associate for Morgan Stanley in New York from 2008 to 2010. While at Morgan Stanley, he joined the Technology, Media & Telecom group executing several initial equity offerings, mergers and acquisitions, and debt offerings transactions. Mr. Valdez earned an MBA from the Harvard Business School and a Bachelor of Science from Stanford University.
Pedro Solís Cámara, 60
Director Nominee
Mr. Cámara is a founding partner and director of Solís Cámara y Cia, S.C. and Solís Cámara, López Guerrero, S.C., which are tax advisory firms headquartered in Mexico City and formed in 1991. Prior to founding Solís Cámara y Cia, S.C. and Solís Cámara, López Guerrero, S.C., Mr. Solís Cámara worked at Galaz, Carstens, Chavero y Yamazaki (currently Deloitte) from 1981 to 1986, where he was the head of Grupo SARE’s tax department. From 1986 to 1991, he worked as an independent tax advisor at Solís Cámara, Escobar y Compañia, S.C. Mr. Solís Cámara has also worked in the academic field as a part-time professor at Instituto Tecnológico Autónomo de Mexico (ITAM) from 1985 to 2015 and has participated as a speaker and panel member numerous conferences on tax issues. From 1995 and 1996, he served as member of the Fiscal Advisory Council on property tax of the Treasury of Distrito Federal, and from 2013 to 2014, he was part of the training group of the Tax Administration System (SAT). Mr. Solís Cámara is an active partner and member of the Fiscal Commission of Colegio de Contadores Públicos de México, A.C. Additionally, he is member of Instituto Mexicano de Contadores Públicos, A.C., of the IFA Grupo Mexico and of the International Fiscal Association. Currently, Mr. Solís Cámara is an investor in advisor to several companies including Bardahl de Mexico S.A. de C.V., Grupo Ambrosia, La Era Natural, Don Apoyo, S.A.P.I. de C.V., Grupo Dinero Práctico, Grupo Gicsa S.A.B. de C.V., Day Asesores, Fibra Plus and Latam Hotel Corporation LTD. Mr. Solís Cámara earned his bachelor’s degree in accounting from ITAM in 1983 and his degree in tax law from ITAM in 1985.
Luis Campos, 67
Director Nominee
Mr. Campos has been Chairman of Betterware since 2001. Prior to Betterware, Mr. Campos served as Chairman of Tupperware Americas from 1994 to 1999, Chairman of Sara Lee – House of Fuller Mexico from 1991 to 1993, and Chairman of Hasbro Mexico from 1984 to 1990. Mr. Campos is an active member of the “Consejo Consultivo” of Banamex and he was an active member of the Direct Selling Association, The Latin America Regional Managers’ Club and The Conference Board, and a board member of the Economic Development Commission of Mid Florida, Casa Alianza-Covenant House, The Metro Orlando International Affairs Commission, SunTrust Bank and Casa de Mexico de la Florida Central, Inc. Mr. Campos earned a bachelor’s degree in public accounting from the National Polytechnic Institute of Mexico in 1974.
