Golden Falcon Acquisition Corp. *

Golden Falcon Acquisition Corp. *

Dec 1, 2020 by Kristi Marvin

LIQUIDATION – 8/8/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be August 24, 2023.
    • The per-share redemption price was not mentioned

PROPOSED BUSINESS COMBINATION: MNG Airlines [TERMINATED]

ENTERPRISE VALUE: $676 million
ANTICIPATED SYMBOL: MNGA

Golden Falcon Acquisition Corp. proposes to combine with MNG Airlines, a global logistics provider and e-commerce enabler.

  • The company started operations in 1996, having conducted its first transatlantic flight in 1998, and now services over 15,000 corporate customers across 41 countries through over 3,500 flights per year.
  • MNG Airlines offers charter services with customized plane and capacity options in addition to scheduled flights and aircraft, maintenance, crew and insurance (ACMI) services.
  • MNG Airlines also has a fully equipped and EU standards-compliant warehouse since 2000.

EXTENSION – 6/28/23 – LINK

  • The SPAC confirmed the extension from June 22, 2022 to August 24, 2023
    • 3,130,990 shares were redeemed at the meeting.

EXTENSION – 12/27/22 – LINK

  • The SPAC confirmed the extension from December 22, 2022 to June 22, 2023
    • 30,291,421 shares were redeemed at the meeting.

TRANSACTION

  • The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of 30 September 2022.
  • The Company benefits from significant positive cash flow generation and a capex-light business model, being able to organically fund its growth plans.
  • Its current business plan is fully funded regardless of transaction proceeds.
  • Net proceeds from the transaction will therefore be distributed to the Company’s existing shareholders, who are expected to continue to retain a significant stake in the Company.
  • The proposed business combination, which has been unanimously approved by both the Board of Directors of Golden Falcon and the Board of Directors of MNGA, is expected to close in the first half of 2023, subject to approval by Golden Falcon’s stockholders and other customary closing conditions.

Golden Falcon Transaction Overview


SPAC FUNDING

  • Golden Falcon may execute a Potential Financing without the prior written consent of MNGA if the potential investor agrees to purchase or invest in, for cash or cash equivalents, shares of Class A Common Stock of Golden Falcon at $10.00 per share
  • Subject to agreement on terms that are satisfactory to MNGA and Golden Falcon, in order to provide certain redemption alternatives in connection with Golden Falcon’s stockholder vote to approve the adoption of the Business Combination Agreement and the Proposed Transactions, MNGA and Golden Falcon intend to make available to Golden Falcon’s stockholders the option to
    • (i) continue to hold their shares of Class A Common Stock
    • (ii) elect to redeem their shares of Class A Common Stock in accordance with Golden Falcon’s amended and restated certificate of incorporation, as amended, or
    • (iii) convert their shares of Class A Common Stock into a newly issued security to be comprised of a combination of shares of Class A Common Stock and convertible notes.
      • MNGA and Golden Falcon intend for the newly issued security referred to in (iii) to entitle such stockholder to receive a portion of the value of its shares in the form of shares of Class A Common Stock and a portion in the form of registered convertible notes, with both a cash coupon, a conversion premium, and other material terms that MNGA and Golden Falcon will mutually agree to do any activity that could have a material impact, including ordinary business activities over a certain threshold dollar amount.

LOCK-UP

  • Sponsor and Company
    • 180 days after the Closing Date or if the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • The Available Cash will be at least $30,000,000
  • MNGA will have delivered or caused to be delivered, payoff letters and termination agreements to the existing three credit facility agreements with Halkbank A.?., duly executed by Halkbank A.?.

NOTABLE CONDITIONS TO TERMINATION

  • By either Golden Falcon or MNGA if (i) the Proposed Transaction shall not have been consummated prior to September 30, 2023, or
    • If Golden Falcon’s stockholders do not approve Golden Falcon’s extension proposal on December 16, 2022 (the earlier date, the “Outside Date”); provided, however, that the right to terminate the Business Combination Agreement will not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Proposed Transaction to occur on or before such date and such action or failure to act constitutes a material breach of the Business Combination Agreement;
  • By Golden Falcon, if MNGA has not delivered to Golden Falcon, by March 31, 2023, the Required Financial Statements

ADVISORS

  • UBS Investment Bank and EarlyBirdCapital, Inc. are acting as capital markets advisors to Golden Falcon.
  • Moelis & Company is acting as financial advisor to Golden Falcon.
  • Greenberg Traurig, LLP and Herdem are acting as legal advisors to Golden Falcon.
  • Appolonia Advisors is acting as financial advisor to MNG Airlines shareholders.
  • White & Case LLP and Göksu Safi I??k (GSI) are acting as legal advisors to MNG Airlines.
  • Paul Hastings LLP is serving as legal counsel to UBS Investment Bank and Moelis & Company.

MANAGEMENT & BOARD


Executive Officers

Makram Azar, 53
Chief Executive Officer and Director

Mr. Azar is Chief Executive Officer and director of Full Circle Capital Limited, a private investment and advisory group, which he founded in January 2019. Since May 2019, Mr. Azar has also served as Chief Executive Officer and director of Full Circle Capital, a wholly-owned subsidiary of Full Circle Capital Limited. Previously, from 2010 to January 2019, he was at Barclays Bank PLC, where among other roles, he served as Chairman of Banking EMEA and Chairman of Barclays Bank PLC, MENA. Since January 2019, he has continued his relationship with Barclays Bank PLC, serving as Senior Advisor. Before this, Mr. Azar served as Managing Director and Head of MENA at KKR from 2008 to 2010. Prior to joining KKR, Mr. Azar had spent 18 years at Lehman Brothers, latterly as Global Head of Sovereign Wealth Funds and Chairman of Media Investment Banking EMEA. Previously he led the Media, Consumer & Retail Investment Banking businesses of Lehman Brothers in EMEA. Mr. Azar has completed a very large number of M&A, equity capital markets, debt capital markets and private equity deals with an aggregate value in excess of $350 billion, across a broad spectrum of geographies and industries, including telecoms, media, technology, consumer, sustainable energy, retail, hospitality, financial services, industrials and real estate. His clients have included some of the largest institutional investors, multinational corporations, sovereign wealth funds and governments. Mr. Azar holds a BA in Applied Economics from the University Paris-IX Dauphine and a Master’s degree in Management and Finance from École des Hautes Études Commerciales (HEC) in Paris.


Eli Muraidekh, 52
Chief Financial Officer and Director

Since 2014, Mr. Muraidekh has served as the Founder, Chief Executive Officer and Chief Investment Officer, and as a director, of Telamon Capital LLP, a credit opportunity fund. Prior to this, from 2009 to 2014, Mr. Muraidekh served as Executive Board Director, Investment Committee Member and Investment Director at Windmill Hill Asset Management, a financial services company. While there, Mr. Muraidekh managed the assets of the philanthropic foundations of Lord Jacob Rothschild totaling over $2.0 billion. He invested across multiple asset classes globally, ranking the endowment in the top five percentile of over 400 endowments tracked by Cambridge Associates. Previously, Mr. Muraidekh was Executive Director of the Value Recovery Fund at Blue Bay Asset Management. Prior to that, Mr. Muraidekh was Co-Founder of Elwin Capital Partners and Executive Director at Goldman Sachs. Mr. Muraidekh has also worked at McKinsey in London and Morgan Stanley in New York. Mr. Muraidekh holds a BA in Economics summa cum laude from Yale University, where he graduated first in his class, and an MBA with distinction from the Harvard Business School.


John M. Basnage de Beauval, 55
General Counsel and Secretary

Since April 2020, Mr. Basnage de Bauval has served as Managing Director of Full Circle Capital Limited. From February 2018 to March 2020, He served as Founder and Managing Partner of Anthem Legal Services LLC, an advisory firm that provided legal and commercial advice to financial institutions and other companies. Prior to joining Full Circle Capital, Mr. Basnage de Beauval co-founded and was a partner at Epena Law from October 2019 to March 2020, where he provided legal advice in connection with structuring private equity investments in Sub-Saharan Africa. Prior to this, Mr. Basnage de Beauval spent more than 25 years advising on capital markets, M&A and private equity transactions in New York, London and Paris, most recently, from November 2003 to February 2018, as a partner at Hogan Lovells, where he headed the US corporate securities practice in London, and was co-head of equity capital markets in Europe. Mr. Basnage de Beauval has advised acquirors and targets on numerous large and complex cross-border M&A transactions and has written extensively on the subject. Before joining Hogan Lovells, he practiced at Freshfields from 1996 to 2001 and Rogers & Wells from 1992 to 1996. Mr. Basnage de Beauval received a BA from the University of Pennsylvania, magna cum laude, where he was a Benjamin Franklin Scholar and Phi Beta Kappa, and has law degrees from Oxford University and Columbia University. He completed an executive leadership course at Stanford University School of Business.


Board of Directors

Scott J. Freidheim, 55
Chairman of the Board of Directors

Since October 2016, Mr. Freidheim has served as Founder and Managing Partner of Freidheim Capital LLC, an investment family office. Since 2019, Mr. Freidheim has been Co-Chairman of the board of ettain group. Previously, from September 2014 to September 2016, Mr. Freidheim served as Chief Executive Officer and as a director of CDI Corp., a publicly traded staffing and engineering company. Mr. Freidheim has served on senior leadership teams across multiple industries including financial services, mass merchandising, brand management and private equity. From 2011 to 2014, he served as Chief Executive Officer of Investcorp International, an alternative investment firm in London. From 2010 to 2011, he served as Executive Vice President and President of Kenmore Craftsman & Diehard for Sears Holdings Corporation (“Sears”). Prior to that, from 2009 to 2010, he served as Executive Vice President, Operating & Support Businesses at Sears. From 1991 to 2008, Mr. Freidheim served in several roles at Lehman Brothers, the most recent of which was Chief Administrative Officer and Executive Vice President. In addition, he currently serves, or has served, on several boards, including N+W Global Vending (Milan, Italy), Icopal (Herlev, Denmark), GL Education (London, England) and Lands’ End (Dodgeville, WI, USA). Mr. Freidheim currently serves, or has served, on a number of not-for-profit boards. In 2005, he was named a Young Global Leader by the World Economic Forum and was a member of the WEF’s inaugural Global Agenda Council. Mr. Freidheim holds a BA from Northwestern University and a Master’s degree in Management with concentration in Finance from Northwestern’s Kellogg School of Management.


Xavier Rolet, KBE, 61
Independent Director

From January 2019 to January 2020, Mr. Rolet served as Chief Executive Officer of CQS, a global hedge fund. Previously, from 2009 to 2018, Mr. Rolet was the Chief Executive Officer of the London Stock Exchange (“LSE”). Mr. Rolet was named as one of the 100 Best CEOs in the World in the 2017 Harvard Business Review. In his decade at the helm of the LSE, the LSE’s market valuation rose from £800 million to more than £15 billion. He is currently the Chairman of the Board of Directors of Phosagro PJSC, Chairman of the Board of Shore Capital Markets, a member of the Board of Overseers of Columbia Business School, a member of the Board of Directors of the Saudi Stock Exchange (Tadawul), an External Director – Portfolio Companies of the Public Investment Fund (PIF), a Non Executive Member of the Board of Seplat Petroleum Development Cy Plc, an Expert Adviser to the Shanghai Institute of Finance for the Real Economy (SIFRE), a Member of the Senior Advisory Board at Towerbrook Capital Partners LP, and a Founder and Director of a number of other privately held companies. He has held various senior positions in the financial services industry throughout his career, including Chief Executive Officer of Banque Lehman Brothers in Paris; co-head of Global Equity & Derivatives Trading at Lehman Brothers New York; Global Head of Risk and Trading at Dresdner Kleinwort Wasserstein; Vice-President, International Equity Risk Arbitrage at Goldman Sachs New York; and co-Head of European Equities Sales and Trading at Goldman Sachs International Ltd. in London. Mr. Rolet holds an MSc in management science and finance from the KEDGE Business School, an MBA from Columbia Business School and a post-graduate degree from Paris-based IHEDN (Institute of Advanced Studies in National Defense).


Dominique D’Hinnin, 61
Independent Director

Since 2017 Mr. D’Hinnin has been chairman of the board of EUTELSAT Communications, a French satellite service company. From 2009 to 2016, Mr. D’Hinnin served as Co-Managing Partner of Lagardère Group. Previously, he was Chief Financial Officer of Lagardère Group, Executive Vice President of Grolier Inc., and Chief Financial Officer of the publisher Hachette Livre, following his active role in the financial and legal restructuring of the Lagardère Group where he oversaw the merger of Matra with Hachette. Mr. D’Hinnin is also a board member of PRISA, the world’s leading Spanish and Portuguese-language media group, EDENRED, a French corporate services company, Technicolor, a French technology company, and Louis Delhaize SA, a Belgium private retail group. Mr. D’Hinnin was formerly a board member of EADS-Airbus, the Deputy Chairman of the Supervisory Board of Canal+ France, Vice Chairman at Atari, and he sat on the Strategic Council at PricewaterhouseCoopers France. Mr. D’Hinnin has also held board positions at Marie Claire Album, Holding Evelyne Prouvost, Editions Amaury, and Le Monde. Mr. D’Hinnin received his undergraduate degree from École Normale Supérieure (in classical culture) and a graduate degree from Ecole Nationale d’Administration.


I. Martin Pompadur, 85
Independent Director

Mr. Pompadur is currently an investor and advisor to various companies, and a board member of Nexstar Media Group, Inc. and Chicken Soup for the Soul Entertainment, Inc., both publicly traded companies. Previously, from 2009 to 2016, he served as Global Vice Chairman, Media and Entertainment at Macquarie Capital, an investment bank and financial services company. From June 1998 to November 2008, Mr. Pompadur held several positions at News Corporation, a multinational mass media corporation, including Executive Vice President of News Corporation, President of News Corporation Eastern and Central Europe and a member of News Corporation’s Executive Management Committee. In January 2000, Mr. Pompadur was appointed Chairman of News Corporation Europe. In 1985, as advisor to News Corporation, Mr. Pompadur helped acquire for News Corporation the Metromedia television station group and wrote the business plan for the start-up of the Fox Television Network. From 1982 to April 2007, Mr. Pompadur was Chairman and Chief Executive Officer of RP Media Management which operated 12 television stations, 25 radio stations and numerous cable television systems totaling 500,000 subscribers. From 1977 to 1982, Mr. Pompadur served as President of Ziff Corporation, then a holding company for Ziff-Davis Publishing Company. Prior to that, from 1960 to 1977, Mr. Pompadur worked at ABC, Inc. where he held several positions, including General Manager of the Television Network, Vice President of the Broadcast Division, President of the Leisure Activities Group and Vice President of ABC, Inc. Mr. Pompadur was also previously a Managing General Partner at Northeastern Television Investors LP and was Chairman and Chief Executive Officer of GP Station Partners and of Multivision Cable TV. Mr. Pompadur previously served as a director of IMAX Corporation and Truli Media Group, Inc., both publicly traded companies, and as a director of ABC. Inc, BSkyB, Sky Italia, Premier World, Fox Kids Europe, Metromedia International and Elong. Mr. Pompadur holds a BA from Williams College and a law degree from the University of Michigan Law School.


Isabelle Amiel Azoulai, 45
Independent Director

Ms. Azoulai is Co-Founder and Managing Partner at La Maison SA, a private equity and venture capital investment group formed in 2014, where she has led more than 50 direct technology-focused investments in Israel, the United States, Europe and China. Ms. Azoulai also serves as the personal advisor to several ultra-high net worth European entrepreneurs. From 2014 to 2019, Ms. Azoulai was also a Senior Banker and Partner at Banque Leonardo, SA, a banking company. Ms. Azoulai was formerly an investment partner at Credit Suisse, where she managed the Ultra High Net Worth Individuals department. Prior to that, she managed the investment consulting department of Credit Suisse Private Banking in Paris. Ms. Azoulai is a founding member of the benefit committee of Institut Imagine, the French institute for genetic diseases. Ms. Azoulai holds a Master’s degree in Business from Lincoln International Business School.


Mikael Breuer-Weil, 56
Independent Director

Mr. Breuer-Weil co-founded Marylebone Partners LLP, an investment management boutique, in September 2013 and served as founding partner and Chief Investment Officer until March 2020, when he stepped down from his executive roles. Previously, from 1994 to 2012, he was the Principal Investment Adviser to philanthropic and family foundations connected to Lord Jacob Rothschild, and in 2007 became Investment Director for RIT Capital Partners plc, an investment trust with a current market value of approximately £2.8 billion. Additionally, he has held various non-executive and investment advisory roles and he remains an adviser to a number of charitable and family organizations. Mr. Breuer-Weil started his career at Mercury Asset Management in 1986 and worked as a fund manager including a period of secondment with Odyssey Partners LLP in New York. Mr. Breuer-Weil graduated from the London School of Economics with a degree in law.