Pioneer Merger Corp.
The below announced combination was terminated on 1/15/22. 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: Acorns Grow Incorporated [TERMINATED on 1/15/22 – LINK]
ENTERPRISE VALUE: $1.603 billion
ANTICIPATED SYMBOL: OAKS
Pioneer Merger Corp. proposes to combine with Acorns Grow Incorporated (“Acorns”), the saving and investing app.
Acorns Grow Incorporated is the largest subscription service in U.S. consumer finance, helping 4+ million everyday American subscribers save and invest for the future. Acorns has easy-to-use, mobile-first technology that makes it simple for anyone to set aside and invest life’s spare money. Acorns customers automatically invest in a low-cost, diversified portfolio of exchange-traded funds offered by some of the world’s top asset managers (including Vanguard and BlackRock). Customers invest in one of nine portfolios constructed with help from world-renowned Nobel laureate economist Dr. Harry Markowitz. Acorns uses smart portfolio algorithms to automatically work in the background of life, helping users build wealth naturally, pennies at a time.
Acorns combines education, investing, banking and earning into one cohesive experience that puts the tools of wealth-making in everyone’s hands. The Company has pioneered subscription-based pricing in the financial industry with three membership levels: Lite ($1/mo) which includes basic investing, education, and earning tools; Personal ($3/mo) which adds retirement, banking, and smart deposit tools to invest and grow more; and Family ($5/mo) which includes all individual products plus Acorns Early – investing, education, rewards, and gifting for the family.
The new Acorns will continue to be led by Noah Kerner, Chief Executive Officer, and the Company’s experienced management team.
TRANSACTION
- Upon completion of the transaction, the combined company is expected to have a fully-diluted equity value on a pro forma basis of approximately $2.2 billion, assuming no redemptions.
- $165 million PIPE at $10.00 per share
- Institutional investors including Wellington Management, Senator, Declaration Partners, Greycroft, The Rise Fund, TPG’s global impact investing platform, and funds and accounts managed by BlackRock have participated.
- $55M convertible note funded at the company level from Declaration / Senator that will convert at the same terms as the PIPE.
PIPE
- $165 million PIPE at $10.00 per share
- Institutional investors including Wellington Management, Senator, Declaration Partners, Greycroft, The Rise Fund, TPG’s global impact investing platform, and funds and accounts managed by BlackRock have participated.
LOCK-UP
- Concurrently with the execution of the Business Combination Agreement, Pioneer, Acorns, and the Supporting Sponsor Shareholders entered into lock-up agreements :
- (i) the 12 month anniversary of the Closing
- (ii) the date after the Closing on which Pioneer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pioneer’s shareholders having the right to exchange their Class A ordinary shares of Pioneer for cash securities, or other property
- (iii) if after the Closing a third party makes a tender offer or similar transaction to all of Pioneer’s shareholders to acquire greater than 50% of the outstanding shares of Pioneer Common Stock for cash, securities or other property, the last day on which shares of Pioneer Common Stock may be tendered or otherwise committed in connection with such Third Party Tender, provided that, if such Third Party Tender is not completed, the Sponsor Lock-Up Period shall be revived and continue in accordance with its terms
- (iv) the trading day, if any, on which the closing price of the Class A ordinary shares of Pioneer equals or exceeds $12.00 per share for any 20 consecutive trading days within a 30-trading day period commencing at least 150 days after the Closing Date in respect of their Restricted Securities.
- During the Sponsor Lock-Up Period, the holders of Restricted Securities may not transfer any Restricted Securities or engage in any short sales or other hedging or derivative transactions, subject to certain limited exceptions.
NOTABLE CONDITIONS TO CLOSING
- The aggregate cash proceeds from Pioneer’s trust account, together with the proceeds from the PIPE Financing plus $55,000,000, equaling no less than $340,000,000
NOTABLE CONDITIONS TO TERMINATION
- Subject to certain limited exceptions, by either Pioneer or Acorns if the Business Combination is not consummated by January 15, 2022
ADVISORS
- Citi is serving as exclusive capital markets advisor to Pioneer.
- Kirkland & Ellis LLP is serving as legal counsel to Pioneer.
- Moelis & Company LLC is serving as exclusive financial and capital markets advisor to Acorns.
- Paul Hastings LLP is serving as legal counsel to Acorns.
- Citi is serving as exclusive placement agent on the concurrent private placement.
- Latham and Watkins LLP is serving as legal counsel to the placement agent.
MANAGEMENT & BOARD
Executive Officers
Rick Gerson, 45
Co-President
Rick Gerson, 45, serves as our Co-President. Mr. Gerson is the Founder, Chairman and Chief Investment Officer of Falcon Edge Capital. Prior to founding Falcon Edge Capital, Mr. Gerson was a Founding Member and Managing Director of Blue Ridge Capital, a New York-based investment firm. Mr. Gerson is a member of the Cleveland Clinic International Leadership Board, a founding member of the Board of Trustees of PAVE (a charter school in Brooklyn), and is a member of the board of 92nd Street Y (a cultural and community center in New York). Mr. Gerson is also a member of the Belfer Center’s International Council at the John F. Kennedy School of Government at Harvard University. Mr. Gerson graduated from the University of Virginia, McIntire School of Commerce with a BS in Commerce with a concentration in Finance.
Oscar Salazar, 43
Co-President and Director Nominee
Mr. Salazar is an advisor to private equity firms and executives of private companies (in the United States, Europe, and Latin America), and manages direct investments in private companies through his family office. From 2014 to 2019, Mr. Salazar was a co-founder and acted as Chief Technical Officer and board member of Pager, an on-demand healthcare company based in New York with operations in the United States and Latin America. Prior to Pager, Mr. Salazar was the Founding Architect and Chief Technology Officer of Uber Technologies. He is a board member of SEO (a New York City based organization that provides access to education to underserved communities). Mr. Salazar graduated with honors from L’Ecole Nationale des Telecommunications in Paris with a PhD in Telecommunications.
Ryan Khoury, 37
Chief Executive Officer
Mr. Khoury is a co-Founder and Partner of Falcon Edge Capital. Prior to joining Falcon Edge Capital, Mr. Khoury worked at Eton Park in London, where he focused on special situations and distressed credit investments in Europe, Middle East and Africa. Before Eton Park, Mr. Khoury worked with Goldman Sach’s Financial Institutions Group where he worked on transactions including: ABN Amro’s sale and breakup to RBS, Santander and Fortis, Allianz offer for AGF and the Bank of Ireland’s sale of Davy. Prior to that he worked at JP Morgan in their Financial Institutions Group. Mr. Khoury graduated from the London School of Economics with First Class Honors in Economics and completed his MSc. in financial mathematics at Stanford University.
Scott Carpenter, 49
Chief Operating Officer
Mr. Carpenter is the Chief Operating Officer of Falcon Edge Capital. He is responsible for the non-investment side of the business. He was a founding member of the firm when he joined at the beginning of 2012. Prior to joining Falcon Edge, Scott was the Global Head of Operations at CQS in London for eight years where he held a variety of responsibilities including Company Secretary for the CQS Management entities and Chairman of the CQS Control Committee. Prior to joining CQS in 2004, Scott worked for Credit Suisse for ten years in a variety of operational management roles in London, New York, Singapore.
Matthew Corey, 36
Chief Operating Officer
Mr. Corey is the Chief Financial Officer of Falcon Edge Capital, Prior to joining Falcon Edge, Matthew worked for Gruss Capital Management for ten years in a variety of roles including Chief Financial Officer, Controller and Senior Accountant. Matthew worked on all aspects of fund accounting, management accounting, tax, operations, treasury and investor reporting at Gruss Capital Management. Matthew started his career as an auditor with Rothstein Kass from 2006 to 2009 where he conducted a variety of private company audits and prepared private company tax returns. Matthew graduated from Lehigh University with a Bachelor of Science in Accounting and completed a Master of Science in Jurisprudence from the Seton Hall School of Law. Matthew is a Certified Public Accountant licensed in New York.
Board of Directors
Jonathan Christodoro, 44
Chairman
Mr. Christodoro has served as the Chief Investment Officer and President at Patriot Global Management, LP since 2018. Prior to forming Patriot Global Management, Mr. Christodoro served as a consultant to Falcon Edge Capital. Prior to that, Mr. Christodoro served as a Managing Director of Icahn Capital LP, the entity through which Carl Icahn manages investment funds, from July 2012 to February 2017. Prior to joining Icahn Capital, Mr. Christodoro served in various investment and research roles. Mr. Christodoro began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries. Mr. Christodoro currently serves as a director on the board of PayPal, Herbalife, Xerox and SandRidge Energy. He was previously a board member of eBay, Lyft, Hologic, Talisman Energy, Enzon Pharmaceuticals, American Railcar Industries and Cheniere Energy. Mr. Christodoro received an M.P.H. from the Harvard T.H. Chan School of Public Health, an M.B.A. from the University of Pennsylvania’s Wharton School of Business with Distinction, and a B.S. in Applied Economics and Management Magna Cum Laude with honors distinction in research from Cornell University. He also served in the United States Marine Corps.
Mitchell Caplan, 63
Director
Mr. Caplan currently serves as president of Tarsadia Investments, a multi-billion dollar family office. Previously, Mr. Caplan was chief executive officer at Jefferson National, an industry-leading distributor of tax-advantaged investing solutions. From 2000 to 2008 he served as director and chief executive officer at E*Trade, a pioneering electronic trading platform for securities, where he led approximately 15 strategic acquisitions and subsequent integrations. Mr. Caplan currently serves on the board of directors of Modern Bank, PCS Retirement, Envisics Ltd. and Lereta, LLC. Mr. Caplan received a Bachelor’s in history from Brandeis University and a Juris Doctor and Master of Business Administration from Emory University.
Todd Davis, 52
Director
Mr. Davis currently serves as Executive Chairman for Kadenwood, an industry leader in CBD consumer packaged goods. From 2005 to 2016, he was the Co-founder, CEO, and Chairman of LifeLock, Inc., a leading player in the identify-theft protection industry. He led the company from a start-up in 2005 to an IPO in 2012 on the NYSE and years later, through a successful acquisition by Symantec for $2.3 billion. Mr. Davis currently sits on multiple other private and philanthropic boards where he applies his experience in marketing, technology and building great teams to support early stage companies and position them for success. Mr. Davis received his Bachelor of Business Administration in entrepreneurship and management from Baylor University.