Seven Oaks Acquisition Corp.

Seven Oaks Acquisition Corp.

Dec 1, 2020 by Matt Cianci

PROPOSED BUSINESS COMBINATION: Boxed, Inc. 

ENTERPRISE VALUE: $640 million
ANTICIPATED SYMBOL: BOXD

Seven Oaks Acquisition Corp. proposes to combine with Boxed, Inc., an e-commerce grocery shopping platform selling bulk consumables to households and businesses.

Founded in 2013, Boxed makes shopping for bulk consumables easy and convenient, without the requirement of a “big-box” store membership. By leveraging its proprietary end-to-end e-commerce platform to provide Business-to-Consumer (“B2C”) and Business-to-Business (“B2B”) customers with a delightful and user-friendly basket-building shopping experience, Boxed maintains a differentiated approach in a $100 billion+ U.S. online grocery market which is expected to grow at an approximately 20% CAGR over the next five years. This has propelled the Company’s average order value to about $100 per order and its exceptional Net Promoter Score (“NPS”) to 69. The convenience of a curated, mobile-first, basket-building shopping experience, fueled by the strength of Boxed’s brand, AI and robotics-driven technology and B2B capabilities, sets the Company apart from industry peers.

Boxed is also monetizing its proprietary end-to-end technology through a unique Software-as-a-Service (“SaaS”) offering. In January 2021, the Company signed a multi-year SaaS partnership agreement with Aeon Group, one of Asia’s largest retail conglomerates.

Investment Highlights:

  • Leverages proprietary technology to promote a curated, simple shopping experience which drives big basket sizes of approximately $100, or eight items per average order, for its B2C platform
  • Significant B2B business servicing a wide-range of customers, from small and midsize businesses to Fortune 100 enterprises; well-positioned to capitalize on the reopening of the U.S. economy
  • Rapidly growing BoxedUp paid subscriber base providing a loyal, recurring revenue stream
  • Vertically-integrated technology stack that includes the customer-facing front-end, the operational back-end software and homegrown fulfillment automation robotics
  • Monetizing proprietary technology platform through unique SaaS business
  • Proven commitment to an ESG mission with a majority of corporate office positions held by ethnic minorities, and the Company consolidates large orders to reduce carbon footprint

SUBSEQUENT EVENT – (LINK)

On November 29, 2021, Seven Oaks has entered into a forward purchase agreement for up to $100 million with an affiliate of Atalaya Capital Management LP (“Atalaya”), a privately held, SEC-registered alternative investment advisory firm that focuses primarily on private credit and special opportunities investments.

  • Pursuant to the terms of the Forward Purchase Agreement
    • (a) Seller intends, but is not obligated, to purchase shares (the “Subject Shares”) of Class A common stock, par value $0.0001 per share, of SVOK (the “Shares”) after the date of the Forward Purchase Agreement from holders of Shares (other than SVOK or affiliates of SVOK) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the redemption rights set forth in SVOK’s Certificate of Incorporation in connection with the Business Combination (such holders, “Redeeming Holders”)
    • (b) Seller has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination.
      • The number of Subject Shares shall be no more than the lesser of (i) 10,000,000 and (ii) the maximum number of Shares such that Seller does not beneficially own greater than 9.9% of the Shares on a post-combination pro forma basis.
  • The Forward Purchase Agreement provides that:
    • (a) one local business day following the closing of the Business Combination, SVOK will pay to Seller, out of funds held in SVOK’s trust account, an amount (the “Prepayment Amount”) equal to the Redemption Price (as defined in Section 9.2 of the Amended and Restated Certificate of Incorporation of SVOK) per Share (the “Initial Price”) multiplied by the number of Subject Shares on the date of such prepayment
    • (b) on the first day of each calendar quarter after the closing of the Business Combination, SVOK will pay to Seller an amount equal to the Financing Amount (as defined below) that has accrued during the preceding quarter on the Subject Shares (less any Terminated Shares
    • (c) on the fourth business day following the last day of the Valuation Period (as defined below), Seller will make a cash payment to SVOK equal to the sum of the products, for each trading day in a defined valuation period (the “Valuation Period”), of (i) a daily settlement price and (ii) a daily number of Shares based on a defined percentage of daily trading volume of the Shares on the NYSE.
  • The daily settlement price on any day in the Valuation Period will be equal to the lesser of:
    • (a) the volume-weighted average price of the Shares on the NYSE on such day minus $0.20 and
    • (b) a forward price per share equal to the Initial Price plus a financing amount (the “Financing Amount”), with respect to the first 5,000,000 Subject Shares only, calculated as the greater of daily SOFR plus a spread of 300 basis points and zero. Subject to certain optional early termination provisions described below, the Valuation Period will commence on the earlier of:
      • (i) the 2-year anniversary of the closing of the Business Combination and
      • (ii) the date specified by Seller in a written notice (not earlier than the day such notice is effective) that, during any 30 consecutive scheduled trading day-period following the closing of the Business Combination, the volume-weighted average trading price per Share for 20 scheduled trading days during such period shall have been less than $5.00 per Share.

TRANSACTION

  • Boxed and Seven Oaks will merge with a pro forma combined equity value of approximately $900 million.
  • The combined company is expected to receive $334 million in net cash proceeds from a combination of Seven Oaks’ cash in trust of approximately $259 million, assuming no redemptions by Seven Oaks’ public stockholders, as well as a $120 million fully committed private placement financing.
  • There are no secondary shares being sold by existing Boxed shareholders in the transaction.
  • The private placement consists of a combination of common stock and convertible notes from institutional and strategic investors including Brigade Capital Management, Avanda Investment Management and Onex Credit, and will close concurrently with the merger.
  • The 7.00% senior unsecured convertible notes have a five-year maturity and a conversion price of $12.00, representing a 20% premium to the purchase price of the common shares.
  • Boxed’s current equity holders will own approximately 62% of the pro forma company immediately after closing, assuming no redemptions.

SVOK trans overview


PIPE

  • $120 million fully committed private placement financing.
  • The private placement consists of a combination of common stock and convertible notes from institutional and strategic investors including Brigade Capital Management, Avanda Investment Management and Onex Credit, and will close concurrently with the merger.
    • $32.5 million Common Stock PIPE
      • Palantir to invest $20M for 2M shares, subject to SVOK having $175M at closing after redemptions. As consideration, Boxed will enter into a commercial partnership with Palantir with associated software licensing expenses totaling $200M over 5 years.
    • 5 year unsecured $87.5 million convertible notes
      • The 7.00% senior unsecured convertible notes have a five-year maturity and a conversion price of $12.00, representing a 20% premium to the purchase price of the common shares.

FOUNDER SHARES

  • 1.9 million founder shares (30%) subject to vesting based on share price performance thresholds
    • 15% to vest at $12.00
    • 15% to vest at $14.00
  • $1 million of founder shares allocated to ESG foundation
    • 125K founders shares transferred to a fund managed by lead convertible note investor that is also participating in the common stock PIPE

SPONSOR AGREEMENT

  • In connection with the execution of the Merger Agreement, the Sponsor entered into an Agreement (the “Sponsor Agreement”) with Boxed and JonesTrading Institutional Services LLC and Jones & Associates, Inc. (together, including any affiliates, “Jones”), pursuant to which the Sponsor and Jones agreed, among other things, to vote all shares of SVOK common stock beneficially owned by them in favor of each of the proposals at the SVOK Special Meeting and against any proposal that would impede the Business Combination.

NOTABLE CONDITIONS TO CLOSING

  • SVOK having at least $175 million of cash at the closing of the Business Combination, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company pursuant to the Subscription Agreements, after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the closing of the Business Combination and the payment of Boxed’s and certain of SVOK’s outstanding transaction expenses as contemplated by the Merger Agreement (the “Minimum Cash Condition”)

NOTABLE CONDITIONS TO TERMINATION

  • By either SVOK or Boxed if the First Merger has not occurred within 180 days from the date of the Merger Agreement

ADVISORS

  • Citigroup and PJ Solomon are acting as financial advisors to Boxed.
  • Wells Fargo Securities, Nomura and JonesTrading Institutional Services are acting as capital markets and financial advisors to SVOK.
  • BTIG is acting as capital markets advisor to Boxed.
  • Wells Fargo Securities, Nomura and JonesTrading Institutional Services LLC acted as placement agents for SVOK.
  • Latham & Watkins is acting as legal counsel to Boxed.
  • Winston & Strawn is acting as legal counsel to SVOK.
  • Proskauer Rose is acting as legal counsel to the placement agents.

MANAGEMENT & BOARD


Executive Officers

Gary Matthews, 63
Chief Executive Officer, Chairman and Director

Mr. Matthews has over 30 years of experience as both an institutional investor and a senior executive of multiple businesses across a broad range of industries. From March 2019 to August 2020 Mr. Matthews served as Chief Executive Officer and a Director of IES Holdings (NASDAQ: IESC), over which time both EBITDA and the company’s stock price increased significantly. Prior to joining IES, Mr. Matthews served as Managing Director of Morgan Stanley Capital Partners from 2007 to 2019 where he co-led direct investments and helped to oversee the management and strategies for those businesses. Prior to joining Morgan Stanley, he led several private equity-backed manufacturing companies in senior management positions. From 2006 to 2007, he served as President of Simmons Bedding Company overseeing operations in the US and Canada. Mr. Matthews also previously served as Chief Executive Officer of sponsor-owned Sleep Innovations, Inc. and of Derby Cycle Corporation. Previously, Mr. Matthews served as President of Worldwide Consumer Medicines and Specialty Pharmaceuticals at Bristol-Meyers Squibb. He also served as President of the Guinness Import Company and Managing Director of Guinness in Great Britain. Prior to joining Guinness, Mr. Matthews served as a Director at PepsiCo and as a Senior Engagement Manager at McKinsey & Company. Mr. Matthews currently serves on the board of directors of Manna Pro Products, LLC and Clean Origins. He has previously served as Chairman of the board of directors of Pathway Partners Veterinary Holding LLC, Hojeij Branded Foods, Creative Circle, LLC and Tops Markets, LLC, and as a member of the board of directors of Molson Coors Brewing Company (NYSE: TAP), Lenox Group Inc. (previously Department 56, NYSE: DFS), Learning Care Group, Inc., Van Wagner, Inc., Lagunitas Brewing Company, and Canyon Ranch. Mr. Matthews received a B.A., Cum Laude, from Princeton University and a Masters in Business Administration with distinction from Harvard Business School. Mr. Matthews has been involved in several philanthropic social organizations. He is on the Board of Let’s Get Ready and served as its Chairman for four years. Let’s Get Ready works with underprivileged high school seniors to tutor them for the SATs, provides college application assistance, and mentors at the college level to encourage these students to stay and graduate college. Previously, Mr. Matthews served for 10 years on the Board of the Greenwich Library and was on the Board and served as Board Chair for Junior Achievement of SW Connecticut.


Andrew C. Pearson, 48
Chief Financial Officer

Andrew C. Pearson has 25 years’ experience in global private equity. In 2019, Mr. Pearson formed Soundview Advisors, where he consults with leading private equity firms in the areas of portfolio management, organizational design and LP management. Previously, Mr. Pearson served as Managing Director, Chairman of the Portfolio Committee and Global Head of Portfolio Management with General Atlantic, one of the world’s largest global growth equity firms with over $40 billion under management and 14 offices on four continents. His responsibilities at General Atlantic increased over a 22-year career which began as an Associate in 1996 before becoming a Managing Director in 2007 and Chairman of the Portfolio Committee in 2012. Mr. Pearson’s deal experience covered investments in the software and technology-enabled services markets. As Chairman of the Portfolio Committee, Mr. Pearson was charged with establishing and executing the firm’s global liquidity and value-creation targets as well as developing risk management parameters. Prior to joining General Atlantic, Mr. Pearson was a Business Analyst at McKinsey & Company, Inc. Mr. Pearson serves as Treasurer and Board Member of the Blossom Hill Foundation, a non-profit which provides fellowships to social entrepreneurs who develop ideas to help children affected by conflict. He received an M.A. and B.A. in Regional Science from The School of Arts and Sciences at the University of Pennsylvania and a B.S. in Finance, Magna Cum Laude, from The Wharton School at the University of Pennsylvania.


David S. Harris, 61
Chief Operating Officer

David S. Harris has over 30 years of experience in corporate finance as an investment banker, investor and board member and has been in involved in a wide variety of acquisitions and divestitures. Mr. Harris has served as President of Grant Capital, Inc. since 2002, where he has led its investment efforts, sourcing, acquiring and managing minority and majority ownership positions in private companies in the consumer, industrial and business services industries. He began his career at Price Waterhouse as a CPA and started his Wall Street career at Furman Selz LLC in 1986. ING Barings acquired Furman Selz in 1997 and ABN Amro, a Dutch financial institution, acquired certain divisions of the firm in 2001. At ING and ABN Amro, Mr. Harris served as a Managing Director and Sector Head of the Retail, Consumer and Leisure investment banking group. Mr. Harris currently serves as Lead Director and Chairman of the Audit and Compensation Committees of REX American Resources Corporation (NYSE: REX) and as Director and Chairman of the Compensation Committee at Carrols Restaurant Group (NASDAQ: TAST), where he also serves on the Audit Committee. He previously served as a member of the board of directors of Spectrum Brands Holdings (NYSE: SPB) and Steiner Leisure Limited where he served on the Audit Committee and was Chairman of both the Compensation Committee and the Special Committee of independent board members formed to consummate the sale of Steiner Leisure Limited to L Catterton. Mr. Harris received a B.S. in Accounting and Finance, Magna Cum Laude, from Rider University and a Masters in Business Administration from Columbia University. Mr. Harris has been involved with Bridges to Community, which develops poverty alleviation strategies within local communities in Nicaragua and the Dominican Republic and leads service-learning trips building homes and schools in those communities, since 2002 and served as Treasurer until 2008. Mr. Harris has also served on the board of the Bronxville School Foundation, is member of the Board of Assessment Review for the Village of Bronxville, and has been a longstanding Elder at the Reformed Church of Bronxville and has led its stewardship program for many years.


Randolph K. Tucker, 50
Chief ESG Officer

Randolph K. Tucker has a broad range of experience as a community and labor leader and financial services professional across a variety of industries. Since 2017, he has served as Vice President of Employee Benefits at USI Insurance Services, developing clients while advising CEOs and senior HR leaders on capital-efficient benefit planning and business development strategies. Mr. Tucker served as First Vice President of the NAACP New York Branch under civil rights Icon Dr. Annie B. Martin from 2004 to 2012 and served as President from 2012 to 2014. Mr. Tucker subsequently served as Director of Development at Save America’s Parks, where he helped raise capital to address budgetary challenges and arranged skilled union volunteers to assist with a backlog of repairs and maintenance projects facing America’s parks. From 2015 to 2017, Mr. Tucker worked as a Consultant at Arthur J. Gallagher & Co. and has also previously served as a Vice President at Wells Fargo and as an Advisor for the Kelson Group. Mr. Tucker began his career with the United Food and Commercial Workers Union Local 888 as a business representative in 1995. His responsibilities increased over the following 15 years, rising to the role of Secretary Treasurer in 2004 and serving as Chairman of Health and Pension Funds from 2008 to 2010. Mr. Tucker currently serves as Vice Chairman of the Tri-State Law Enforcement Foundation, a non-profit organization which works closely with top law enforcement officials in New York, New Jersey and Connecticut to support local law enforcement, encourage cooperation between law enforcement agencies and their communities, and provide scholarships and assistance to the spouses and children of fallen officers.


Board of Directors

Mark Hauser, 62
Director

Mark Hauser has over 30 years’ experience in private equity, private credit, venture capital and investment banking. Mr. Hauser is Founder of Tamarix Capital Corp, an investment firm providing flexible financing solutions to middle-market companies since 1993, and Tamarix Equity Partners, its subsidiary private equity fund. From 2013 to 2019, he served as a Senior Managing Director and a member of the Investment Committee at OFS Capital Management, LLC, where he founded the firm’s SBIC fund and was responsible for middle-market lending. Mr. Hauser previously served as a Senior Managing Director at Sandell Asset Management, an international multi-strategy alternative asset manager where he founded the firm’s private equity practice, and as a Managing Director at FdG Associates, a New York-based middle-market private equity fund focused on investing in family owned businesses. Mr. Hauser began his career in 1979 as a corporate attorney practicing in Sydney with Simons & Bafsky, before subsequently practicing in London with Simmons & Simmons and in New York with Rogers & Wells. From 1985 to 1991, Mr. Hauser served as a Principal at Ocean Capital Corporation, a private international investment banking firm. Mr. Hauser holds a Master of Laws from the London School of Economics and Political Science and a Bachelor of Economics and Bachelor of Law from Sydney University.


Eileen Serra, 66
Director

During the course of her career, which has spanned over 20 years, Ms. Serra has served in various leadership roles in the financial services industry. Ms. Serra served in a number of senior executive roles at JPMorgan Chase, including as CEO of Chase Card Services from 2012 to 2016. Prior to joining JPMorgan Chase, Ms. Serra served as a Managing Director and Head of Private Client Banking Solutions at Merrill Lynch from 2002 to 2006. She also previously served as Senior Vice President at American Express where she led the Small Business Credit Card and Lending businesses. Before American Express, she served as a partner at McKinsey & Company for 12 years where she focused on strategy and organizational issues in the consumer goods and services sector. She currently serves as a member of the board of directors of Capital One (NYSE: COF), where she is a member of the Audit and Risk Committees, and as an independent director of Gartner, Inc. (NYSE: IT), where she is a member of the Compensation Committee. Ms. Serra also currently serves as Trustee of Family Promise, a non-profit focused on addressing family homelessness, and previously served as a member of the Board of the Women’s Refugee Commission. She received a B.S. from the University of California at Davis and an M.B.A. from the University of Chicago Booth School of Business. Ms. Serra is well qualified to serve on our board due to her proven track record of success and her experience serving as a director and committee member for public companies.


Regynald Washington, 65
Director

Mr. Washington has over 25 years of experience in the restaurant and hospitality industries, where he has received multiple awards for his excellent work, including the 2019 International Foodservice Manufacturers Association’s Gold Plate Award and the 2019 Georgia Restaurant Association’s Lifetime Achievement Award. Mr. Washington currently serves as President of the Paradies Lagardère Dining Division and previously served as Chief Executive Officer of Hojeij Branded Foods, Inc. from 2010 until its 2018 acquisition by Paradies Lagardère. From 1997 to 2009, he served in a variety of roles at The Walt Disney Company, including as Vice President of Worldwide Food and Beverage Operations for Walt Disney Parks and Resorts, Vice President and General Manager of Disney Regional Entertainment, and Director of Resort Food and Beverage Operations where Mr. Washington oversaw all food and beverage operations for 18 Walt Disney Resorts. Since 2019, Mr. Washington has served as a Trustee of the Culinary Institute of America and has previously served as Chairman of the National Restaurant Association. He is also currently a member of the Board of Trustees of Georgia State University, the Board of Directors of the Chicago Sinfonietta, and serves as the Dean’s Advisory Board Member of the Chaplin School of Hospitality Management at Florida International University. He received a B.S. in International Hotel and Restaurant Management, Cum Laude, from Florida International University.