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Astrea Acquisition Corp.

Astrea Acquisition Corp.

Jan 11, 2021 by Kristi Marvin

SUBSEQUENT EVENT – 10/20/22 – LINK

  • Effective October 14, 2022, Astrea Acquisition Corp., Astrea Acquisition Sponsor LLC and Sports Masters Management LLC entered into a Strategic Partnership Agreement.
  • The Agreement provides that the Sponsor agreed to transfer to SMM 4,227,500 shares of the common stock of the SPAC (the “Founders Shares”) owned by the Sponsor.
  • In exchange, SMM agreed to make certain loans to the SPAC for working capital purposes and to assume responsibility for the day-to-day operations of the SPAC.
  • The Sponsor also agreed that the Services Agreement between the Sponsor and the SPAC would be terminated effective upon the transfer.
  • The parties have further agreed that SPAC working capital needs during the period from Closing to the consummation of the business combination shall be financed by SMM and will be evidenced by promissory notes to be entered into between the SPAC and SMM which will be payable upon consummation of the business combination.

The below-announced combination was terminated on 2/14/22.  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: HotelPlanner [TERMINATED on 2/14/22 – LINK]

ENTERPRISE VALUE: $567.1 million
ANTICIPATED SYMBOL: HOTP

Astrea Acquisition Corp. proposes to combine with HotelPlanner, a hotel, and event booking technology platform, and Reservations.com, a premier online travel agency. HotelPlanner is a leading travel technology company that combines proprietary artificial intelligence capabilities with a 24/7 global gig-based reservations and customer service network. HotelPlanner travel agents can customize all traveler hotel & accommodation needs from a single platform while providing localized advice.

  • A key business differentiator is HotelPlanner’s ability to deliver unique “Closed User Group” rates to customers.
    • Closed User Group discounted rates are offered in unpublished, private sale environments and are available to members within groups such as weddings, reunions, tour groups, pro, and amateur sports teams and leagues, private clubs, associations, business meetings, and corporate travel.
    • Closed User Group rates are complementary, not competitive, with Online Travel Agencies (OTAs) and deliver a larger proportion of higher-margin “Merchant of Record” transactions with fewer cancellations.
  • HotelPlanner.com launched in 2004 with a simple yet profound idea: to fundamentally transform the hotel booking space. Through organic growth and strategic acquisitions, HotelPlanner has consistently grown revenues and successfully managed through the COVID-19 pandemic, and is expected to be on pace to hit record revenues in 2021.
  • Based on gross booking volume as of July 31, 2021, HotelPlanner is one of the world’s largest global providers of online group hotel bookings and a leading provider of individual hotel bookings.
  • The combined company will keep the HotelPlanner name after the consummation of the merger. HotelPlanner, with its family of brands including HotelPlanner.com, Meetings.com, and now Reservations.com, will offer individual, group, and corporate booking access to more than 1 million global properties, enabled by a proprietary, cloud-based, artificial intelligence technology platform, and a 24/7 global gig-based customer service platform.
    • In 2013, HotelPlanner.com acquired Meetings.com, which successfully diversified the growing company into the online meeting and event booking market. Meetings.com focuses on business travel and helping corporate event planners book meeting space plus hotel rooms. Through direct relationships with leading meeting and banquet venues around the world, Meetings.com quickly finds clients the perfect space for the best value.
    • Reservations.com launched in 2014 and has quickly grown into one of the most recognized hotel booking brands in the U.S., with more than 1 million hotel stays booked on their site in 2019. Led by an experienced management team of hospitality and technology industry veterans, Reservations.com offers competitive deals to leisure and business travelers.

Once combined with HotelPlanner, Reservations.com will continue to scale its platform to provide a highly personalized booking experience by utilizing HotelPlanner’s global gig-based customer service platform. Additionally, the shift of Reservations.com’s offline bookings to HotelPlanner’s higher-margin Closed User Group rates is expected to create additional revenue opportunities.

TRANSACTION

  • The transaction implies a pro forma company’s enterprise value of $567.1 million, or 3.3x HotelPlanner’s estimated 2022 revenue of approximately $170 million, and an implied equity market capitalization of approximately $687.9 million.
  • The transaction is expected to provide HotelPlanner with more than $120 million in cash proceeds to its balance sheet, assuming no redemptions, to drive business performance and accelerate organic growth through investments and technology developments in artificial intelligence, machine learning, onboarding of gig-based travel agents, innovations and API services, and selective acquisitions.
  • Existing HotelPlanner and Reservations.com owners have agreed to roll-over approximately 93% of its ownership and expect to retain approximately 68% ownership following consummation of the business combination. Secondary proceeds of $35 million are primarily intended to effectuate the transaction between Reservations.com and HotelPlanner.
  • Through this transaction, HotelPlanner, with its family of brands including Meetings.com and Reservations.com, plans to leverage its 1+ million hotel room and alternative accommodation inventory and proprietary booking engine to unlock synergies across the travel ecosystem.
  • The transaction is expected to position the combined company to capitalize on expected increased demand for individual, group, and corporate travel and to invest to drive accelerated growth, expand internationally and pursue attractive, well-timed, high-return M&A opportunities.

astrea trans overview

PIPE

  • There is no PIPE for this transaction

LOCK-UP

  • HotelPlanner shareholders, Reservations.com shareholders, and Astrea Acquisition Corp. sponsor shares subject to 6-month lockup

EARNOUT

  • Earnout based on stock price performance at the following dates:
    • 04/30/2023 – 5M shares if share price greater than or equal to $15.00 per share
    • 04/30/2024 – 8M shares if share price greater than or equal to $18.00 per share
    • 04/30/2025 – 7M shares if share price greater than or equal to $21.00 per share

NOTABLE CONDITIONS TO CLOSING

  • The aggregate amount remaining in Astrea’s Trust Account shall equal or exceed $100,000,000 (“Minimum Cash Condition”)

NOTABLE CONDITIONS TO TERMINATION

  • By any of Astrea, HotelPlanner.com, or Reservations.com if the Transactions have not been consummated on or before February 28, 2022.

ADVISORS

  • EarlyBirdCapital, Inc. are serving as financial advisor to Astrea Acquisition Corp.
  • Graubard Miller as its legal advisor to Astrea Acquisition Corp.
  • Perella Weinberg Partners are serving as financial advisor to HotelPlanner
  • Gunster Yoakley & Stewart, P.A. and Latham & Watkins LLP are legal advisors to HotelPlanner.
  • Katz Teller Brant & Hild, LPA and Stradley Ronan Stevens & Young, LLP are serving as Reservations.com’s legal advisors.

MANAGEMENT & BOARD

Executive Officers

Catullus Helmer, 44 [Appointed 10/14/21]
Chief Executive Officer & Director

Mr. Helmer is an accomplished finance professional with senior experience at the intersection of finance and policy. He is the Co-Founder of Enovid, a strategic advisory firm. Previously, he served as Senior Advisor to the Prime Minister of Kazakhstan. In this capacity he served as in-house strategic counsel to the Prime Minister. Mr. Helmer served as Executive Director of the Kazakhstan Hong Kong Development Fund, a private equity fund established by the Sovereign Wealth Fund of the Republic of Kazakhstan and leading Hong Kong investors. Mr. Helmer started his career as an investment banker focused on Mergers and Acquisitions, based in London and Hong Kong.

Felipe Gonzalez, 35 [Resigned 10/19/22]
Chief Executive Officer & Director

Since June 2014, Mr. Gonzalez has served as the portfolio manager of Strongrock Capital, a London-based investment office, where he manages a multi-asset portfolio invested across two main strategies: (i) long/short equity mostly in the U.S. public equity markets and (ii) private equity across developed and developing markets. Mr. Gonzalez is focused on the origination, underwriting and management of the investments across all investment strategies. These investments include a wide variety of industries primarily headquartered in the U.S. and also in Europe and Latin America. Additionally, Mr. Gonzalez sits on the board of several of the portfolio companies purchased through the direct private equity strategy. Before joining Strongrock Capital, Mr. Gonzalez was a senior vice-president at Imperial Gestao de Recursos in Rio de Janeiro, Brazil from 2010 to 2013, where he managed a Brazilian fund of funds and co-directed two projects in the private equity space. Prior to that, Mr. Gonzalez was a research analyst at Sciens Capital Management in New York from 2009 to 2010, where he was one of the analysts responsible for covering several hedge fund strategies including equity long/short, global macro, multi-strategy and credit. Mr. Gonzalez received a bachelor’s degree in Business from Universidad de los Andes in Bogota Colombia and a Master of Science in Finance from Boston College.

Nicolas Jacobson , 33 [Appointed 10/14/21]
Chief Financial Officer and Director

Mr. Jacobson Nicolas is a finance football specialist with a background in due diligence for mergers and acquisitions of private and listed businesses, as well as capital market transactions. He has advised on over 20 football projects with domestic and overseas buyers across a number of leagues, including recent projects with, Leeds United, Burnley, Reading and Blackpool, as well as projects for other sub-sectors including governing bodies, golf, basketball and sports retail/branding. He is a member of the Sports Invest UK team and has acted as the primary financial and commercial consultant for a Belgium Professional Football Club. Mr. Jacobson started his career at BDO based in London qualifying as a chartered accountant and sat on BDO’s national strategy and advisory board for sports.

Jose Luis Cordova, 33 [Resigned 10/19/22]
Chief Financial Officer and Director

From November 2019 to December 2020, Mr. Cordova served as Chief Financial Officer of Opes Acquisition Corp. (Nasdaq:OPES), a SPAC that consummated its initial business combination with BurgerFi International Inc. in December 2020. Burgerfi is a fast-growing better-burger concept restaurant with nearly 125 stores in the United States. Since September 2017, Mr. Cordova has been working as a senior portfolio manager at Axis Capital Management, a Mexican private investment firm with over $14 billion in transactions across private equity, private lending, greenfield investments and advisory practices. Before joining Axis Capital Management, Mr. Cordova worked for Deloitte from 2012 to 2015 as vice-president of Corporate Finance managing a team of four associates and four analysts in engagements across different industries such as financial institutions, consumer goods and oil & gas. He has also held roles in investment risk management of equities, fixed income and derivative instruments for large financial institutions. Mr. Cordova is an Industrial Engineer from Pontificia Universidad Catolica del Peru, received an M.B.A. from Cornell University, and is a CFA and CAIA Charterholder.

Board of Directors

Mohsen Moazami, 60 [Resigned 10/19/22]
Non-Executive Chairman of the Board

Mr. Moazami has had a distinguished career in the technology industry spanning various roles from, founder/CEO leading his company to a strong exit, Fortune 100 executive and venture capital investing. He is a 2010 recipient of Ellis Island Medal of Honor. Since March 2019, Mr. Moazami has served as the Managing Partner of Seif Capital, a venture capital firm he founded. Since July 2020, he has also served as Chairman of the Board of Vcinity, a technology company serving the commercial and government markets. From April 2013 to December 2018, Mr. Moazami served as Managing Director of Columbus Nova Technology Partners, a novel global tech investment firm he founded to combine the best attributes of the venture capital and private equity business models. Prior to this, he spent 11 years as a member of the Cisco executive staff where he most recently was on the senior leadership team of the Emerging Markets & Globalization Centre in Bangalore, India and before that seven years at Stanford Business Systems. He has served on a variety of boards including Zoomdata, Aerospike, vArmour, Frame, Deep Instinct and Kaazing. Mr. Moazami received a Bachelors of Science from University of California, San Diego and a Masters in Engineering from Stanford University.

Hector F. Sepúlveda Reyes Retana [Resigned 10/19/22]
Director

Mr. Sepulveda’s experience in the entrepreneurial field dates from 2001. In that time, he has founded six enterprises with two successful exits. Since March 2013, Mr. Sepulveda has served as Managing Partner of Intangible, a Mexican “company builder” and “innovation hub” he co-founded which is focused on fostering technological entrepreneurship in Mexico. Since January 2014, Mr. Sepulveda has served as Managing Partner of Mountain Nazca, a venture capital fund focused on Latin America which he co-founded. Since October 2017, he has also served as a Partner of Joystick Ventures, an IP-based venture capital firm he co-founded which is focused in the global video gaming industry. From 2009 to 2012, he served as Chief Executive Officer of LITEBUILT, a company he founded that provides tech-enabled construction solutions to low income housing in Mexico. Mr. Sepulveda currently serves on the board of directors of a number of companies including Miroculus, a biotechnology company, Luuna, an e-commerce company, Albo, a fintech company, Crehana, an edtech company, Ben & Frank, an e-commerce company, Truehome, a property technology company, and Kavak, an e-commerce company. He received an industrial engineering degree from Universidad Iberoamericana, he is a Global Endeavor Entrepreneur, and an OPM candidate from Harvard Business School.

Boris Salas von Weltzien, 46 [Passed Away 8/9/21]
Director

Since December 2017, Mr. von Weltzien has served as Managing Partner of Soterios Capital Partners, a private equity platform he founded that is dedicated to generating, designing and executing private equity investments. From September 2012 to November 2017, he served as Group Chief Financial Officer and member of the Executive Committee of AJE Group, a multinational producer and distributor of soft-drink products. From January 2009 to August 2012, Mr. von Weltzien served as a Partner and Head of Infrastructure Investments of Plenium Partners (later Taiga Mistral), an independent Spanish merchant bank and private equity company. Prior to this, he served as a Director of Investment Banking at N+1 (Alantra) and spent 10 years as Director of European Investment Banking at Citigroup. Mr. von Weltzien received a BA (with honors) in European Business Administration from the European Business Programme.

Juan Santodomingo Diaz, 45 [Appointed 8/24/21] [Resigned 10/19/22]
Director

Mr. Santodomingo, 45 years old, is an executive, entrepreneur, and investor with over twenty years of corporate finance and asset management experience, having advised in corporate transactions with an aggregate value in excess of $20 billion. Since August 2020, Mr. Santodomingo has served as the Chief Executive Officer of Kendo Corporation, a FinTech and EdTech company that Mr. Santodomingo founded. Prior to this venture, Mr. Santodomingo served from August 2017 to December 2019 as Chief Executive Officer of FIT Big Data, a leading fintech company in Latin America that he co-founded. He has also served as an investment committee member of FIT Gestora, the investment fund manager of FIT Big Data, from January 2018 to December 2019. From 2013 to 2017, Mr. Santodomingo was a Partner of Deloitte and head of Corporate Finance for the Latin America region (excluded Brazil and Mexico). Prior to this, he held several senior investment banking positions such as Director of GBS Finance (former partner of Bear Sterns), a leading independent European investment bank. Mr. Santodomingo received a BBA from Wales University and Caixanova Business School. He also received two Master’s degrees and other postgraduate programs in Management and Finance in several business schools such as IESE, Instituto de Empresa and IEB (Associated to Wharton and LSE).

ByKristi Marvin