Cartesian Growth Corporation

PROPOSED BUSINESS COMBINATION: Alvarium Tiedemann Holdings

ENTERPRISE VALUE: $1.087 billion

ANTICIPATED SYMBOL: GLBL

Cartesian Growth Corporation proposes to combine with Tiedemann Group and Alvarium Investments Limited to form Alvarium Tiedemann Holdings.

This proposed transaction will form Alvarium Tiedemann Holdings, which is expected to be a leading independent, global investment firm providing institutions, entrepreneurs, families and emerging next-generation leaders with fiduciary capabilities as well as investment strategies and services. The constituent firms’ expansive international network across four continents, diverse expertise and access to private and institutional capital is expected to provide a compelling portfolio of services. This comprehensive offering will be underscored by a commitment to impact or values-aligned investing and offer trusted advisory services to family-owned businesses as well as real asset direct and co-investment opportunities.

Company Highlights

• Anticipated $54 billion in combined AUM and AUA with offices across 4 continents, 11 countries and 25 cities
• Boutique approach to a globally scaled, multi-family office strategy with a distinctive offering that will include impact or values-aligned investing, trust services, family office services, governance, global real estate, and our Private Markets Group which will include merchant banking, as well as direct investment capabilities
• Strong and growing institutional investment offerings, with additional GP stake purchases planned within real estate, impact private equity and other alternative asset classes
• Decades of operating history in alternatives and real estate has created extensive relationships across the alternative asset management ecosystem leading to repeatable growth opportunities

WARRANT REDEMPTION – 5/5/23 – LINK

• The Company is soliciting consents from Warrant holders to amend the Warrant Agreement to allow the Company to require each outstanding Warrant at the closing of the Offer to be mandatorily exchanged for 0.225 shares of Class A Common Stock, which is 10% less than the exchange ratio applicable to the Offer.
  • As of April 28, 2023, there were 19,892,387 outstanding Warrants, with 10,992,453 being Public Warrants and 8,899,934 being Private Placement Warrants.

SUBSEQUENT EVENT – 10/26/22 – 8-K LINK

• On October 25, 2022, Cartesian, Umbrella Merger Sub, TWMH, the TIG Entities, Alvarium, and Umbrella entered into an Amended & Restated Business Combination Agreement:
  • At Closing, Cartesian shall, or shall cause CST to, simultaneously
    • (i) cancel a number of SPAC Class A Ordinary Shares held by Sponsor equal to the number of the Sponsor Redemption Shares and
    • (ii) issue the Non-Redeeming Bonus Shares on a pro-rata basis by a number of Non-Redeemed SPAC Class A Common Shares to the holders of such Non-Redeemed SPAC Class A Common Shares
  • The term “Outside Date” shall mean January 4, 2023
  • 1,050,000 shares of the TWMH Members Earn-Out Consideration and 1,050,000 shares of the TIG Entities Members Earn-Out Consideration shall be issued at Closing.
  • A termination fee in the amount of $5,500,000 shall be payable by Alvarium (severally and not jointly) to Cartesian, and a termination fee in an aggregate amount of $11,000,000 shall be payable by the TIG Entities and TWMH (jointly and severally) to Cartesian, if Cartesian shall have terminated the Business Combination Agreement.
  • On the Closing Date, immediately following the Alvarium Exchange Effective Time but prior to the Umbrella Merger, Cartesian shall contribute SPAC Class B Common Stock and cash to a newly formed wholly owned Delaware corporation (“SPAC Holdings”), which SPAC Holdings shall then contribute to Umbrella Merger Sub; and
  • 11,788,132 shares of SPAC Class A Common Stock shall be initially reserved for the post-combination company’s equity incentive plan and 1,813,559 shares of SPAC Class A Common Stock shall be initially reserved for the post-combination company’s employee stock purchase plan
  • In addition, the form of Registration Rights and Lock-Up Agreement was amended to reduce from 100% to 50% the percentage of Lock-Up Shares held by the Inactive Target Holders that are restricted from transfer thereunder
  • Cartesian amended each of the Original PIPE Subscription Agreements, solely to redefine “Subscribed Shares” in the Original PIPE Subscription Agreements to refer to the sum of the Base Share Number plus a number of Shares forfeited multiplied by (b) a fraction (i) the numerator of which is the Base Share Number and (ii) the denominator of which is the sum of the number of the Non-Redeemed SPAC Class A Common Shares and the number of Private Placement Shares.
  • The Sponsor entered into an amendment to the Original Option Agreements with each of the PIPE Investors, solely to amend the Original Option Agreements for the purpose of providing that each PIPE Investor’s Option to acquire the Options Shares from the Sponsor will be at a purchase price of, from the Closing until the earlier to occur of the first anniversary of the Closing or the Expiration Date, $10.50 per Option Share or, from the first anniversary of the Closing until the Expiration Date, $11.50 per Option Share.

SUBSEQUENT EVENT – 8/8/22 – 8-K LINK

• The Alvarium Shareholders will receive 2,100,000 shares if the price thresholds are hit, over the 5-year earn-out period.

SUBSEQUENT EVENT – 5/13/22 – 8-K LINK

• Made amendments to the business combination agreement

SUBSEQUENT EVENT – 2/11/22 – 8-K LINK

• On February 11, 2022, CGC, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella entered into Amendment No. 1 to the Business Combination Agreement, solely to:
  • (a) Extend the Outside Date to July 29, 2022.
  • (b) Amend the General Lock-up Period, which will be:
    • (i) For forty percent (40%) of the Lock-up Shares, one year from the closing of the Business Combination
    • (ii) For thirty percent (30%) of the Lock-up Shares, two years from the Closing and
    • (iii) For thirty percent (30%) of the Lock-up Shares, three years from the Closing.

TRANSACTION

• The transaction is expected to create a combined company with a pro forma equity value of $ 1.4 billion and will be funded through a combination of Cartesian’s cash in trust and approximately $165 million fully committed purchase of shares of common stock of Cartesian pursuant to a private investment in public equity (“PIPE”).
• The PIPE capital commitments have been obtained from institutional investors and strategic partners of both Alvarium and the Tiedemann Group. Cartesian has $345 million of cash in its trust account.
• Over 96% of equity held by active operating partners is expected to be rolled into the combined company, with all proceeds from this transaction being used for capital structure optimization.
• The respective boards of the Tiedemann Group, Alvarium and Cartesian have unanimously approved the proposed business combination. Completion of the proposed business combination is expected in Q1 2022.

PIPE

• Concurrently with the execution of the Business Combination Agreement, SPAC entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (each a “PIPE Investor”) to purchase, following the Domestication, SPAC Class A Common Stock (such shares, collectively, “PIPE Shares”) in an aggregate value of $164,999,807, representing 16,836,715 PIPE Shares at a price of $9.80 per share.
  • Institutional investors, as well as strategic partners from Tiedemann and Alvarium

EARNOUT

• Subsequent Event – On October 25, 2022, 1,050,000 shares of the TWMH Members Earn-Out Consideration and 1,050,000 shares of the TIG Entities Members Earn-Out Consideration shall be issued at Closing.
• A termination fee in the amount of $5,500,000 shall be payable by Alvarium (severally and not jointly) to Cartesian, and a termination fee in an aggregate amount of $11,000,000 shall be payable by the TIG Entities and TWMH (jointly and severally) to Cartesian, if Cartesian shall have terminated the Business Combination Agreement.
• Alvarium Shareholders
  • The Alvarium Shareholders will receive 2,100,000 shares if the price thresholds are hit, over the 5-year earn-out period. – LINK
  • At any time during the period following the Closing and expiring on the fifth anniversary of the Closing Date (the “Earn-Out Period”)
    • (i) the VWAP of the shares of SPAC Class A Common Stock equals or exceeds $12.50 for any 20 Trading Days within a period of 30 consecutive Trading Days (the “First Level Earn-Out Target”), then as soon as possible and in any event within ten Business Days following the achievement of the First Level Earn-Out Target, SPAC will issue 50% of the Alvarium Shareholders Earn-Out Consideration to the Alvarium Shareholders in accordance with, and pursuant to, the Alvarium Payment Spreadsheet
    • (ii) the VWAP of the shares of SPAC Class A Common Stock equals or exceeds $15.00 for any 20 Trading Days within a period of 30 consecutive Trading Days (the “Second Level Earn-Out Target” and, together with the First Level Earn-Out Target, the “Earn-Out Targets”), then as soon as possible and in any event within ten Business Days following the achievement of the Second Level Earn-Out Target, SPAC will issue 50% of the Alvarium Shareholders Earn-Out Consideration to the Alvarium Shareholders in accordance with, and pursuant to, the Alvarium Payment Spreadsheet.
• TWMH Members
  • At any time during the Earn-Out Period
    • (i) the First Level Earn-Out Target is achieved, then within ten Business Days following the achievement of the First Level Earn-Out Target, SPAC will issue, and will cause Umbrella to issue, 50% of the TWMH Members Earn-Out Consideration to the TWMH Members in accordance with, and pursuant to, the TWMH Payment Spreadsheet
    • (ii) the Second Level Earn-Out Target is achieved, then within ten Business Days following the achievement of the Second Level Earn-Out Target, SPAC will issue, and will cause Umbrella to issue, 50% of the TWMH Members Earn-Out Consideration to the TWMH Members in accordance with, and pursuant to, the TWMH Payment Spreadsheet.
• TIG Entities Members
  • Aat any time during the Earn-Out Period
    • (i) the First Level Earn-Out Target is achieved, then within ten Business Days following the achievement of the First Level Earn-Out Target, SPAC will issue, and will cause Umbrella to issue, 50% of the TIG Entities Members Earn-Out Consideration to the TIG GP Members and the TIG MGMT Members in accordance with, and pursuant to, the TIG Entities Payment Spreadsheet
    • (ii) the Second Level Earn-Out Target is achieved, then within ten Business Days following the achievement of the Second Level Earn-Out Target, SPAC will issue, and will cause Umbrella to issue, 50% of the TIG Entities Members Earn-Out Consideration to the TIG GP Members and the TIG MGMT Members in accordance with, and pursuant to, the TIG Entities Payment Spreadsheet.
• If a SPAC Change of Control occurs during the Earn-Out Period, then, immediately prior to the consummation of such SPAC Change of Control
  • (i) any Earn-Out Target that has not been previously satisfied will be deemed to be satisfied
  • (ii) the Alvarium Shareholders’ Earn-Out Consideration, the TWMH Members Earn-Out Consideration, and the TIG Entities Members Earn-Out Consideration in connection with each such Earn-Out Target will be earned and no longer subject to the restrictions set forth in this section. “SPAC Change of Control” means
    • (A) a sale, lease, license or other disposition, in a single transaction or a series of related transactions, of 50% or more of the assets of SPAC and its Subsidiaries, taken as a whole
    • (B) a merger, consolidation or other business combination of SPAC in any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) acquiring at least 50% of the combined voting power of the then outstanding securities of SPAC or the surviving person outstanding immediately after such merger, consolidation or other business combination
    • (C) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) obtaining beneficial ownership

LOCK-UP

• Subsequent Event – On October 25, 2022, in relation to the Private Placement Warrants (other than those held by specified individuals (“Director Holders”):
  • One-third of the Private Placement Warrants will be locked up during the period beginning on the Closing Date and ending on the date that is two years after the Closing Date
  • One-third of the Private Placement Warrants will be locked up during the period beginning on the Closing Date and ending on the date that is three years after the Closing Date
  • One-third of the Private Placement Warrants will not be locked up
• The SPAC Class B Ordinary Shares held by the Director Holders and the SPAC Common Stock received in exchange for such SPAC Class B Ordinary Shares (the “Director Shares”) will be locked up during the period beginning on the Closing Date and ending on the date that is one year after the Closing Date.
• 50% of the shares of SPAC Common Stock, or Umbrella Class B Common Units that are exchangeable into SPAC Common Stock pursuant to the Umbrella A&R LLCA, held by the Inactive Target Holders (the “Inactive Target Holder Shares”) will be locked up during the period beginning on the Closing Date and ending on the date that is one year after the Closing Date.
• The Option Shares will be locked up for the period beginning on the Closing Date and ending on the earlier to occur of:
  • (x) one year after the date of the Closing Date or
  • (y) such time, at least 150 days after the Closing Date, that the closing price of SPAC Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period.
• Subsequent Event – On February 11, 2022, the company entered into Amendment No. 1 to the Business Combination Agreement for the purpose of providing that the amended General Lock-up Period will be:
  • (i) For forty percent (40%) of the Lock-up Shares, one year from the closing of the Business Combination
  • (ii) For thirty percent (30%) of the Lock-up Shares, two years from the Closing and
  • (iii) For thirty percent (30%) of the Lock-up Shares, three years from the Closing.
• One third of the active partner and sponsor shares will released each year for three (3) years.

OPTION AGREEMENT

• Subsequent Event – On October 25, 2022, the Sponsor entered into an amendment to the Original Option Agreements with each of the PIPE Investors (the “Option Agreement Amendment”), for the purpose of providing that each PIPE Investor’s Option to acquire the Options Shares from the Sponsor will be at a purchase price of, from the Closing until the earlier to occur of the first anniversary of the Closing or the Expiration Date, $10.50 per Option Share or, from the first anniversary of the Closing until the Expiration Date, $11.50 per Option Share.
• On September 19, 2022, the Sponsor entered into option agreements (the “Original Option Agreements”) with each of the PIPE Investors pursuant to which, among other things, Sponsor granted such PIPE Investors a non-transferable option (the “Option”) to purchase an aggregate of 3,625,000 shares of SPAC Class A Common Stock held by the Sponsor (the “Option Shares”).

SUPPORT AGREEMENT

• Subsequent Event – On October 25, 2022, Cartesian, Sponsor, Alvarium, TWMH and the TIG Entities entered into Amendment No. 1 to the Sponsor Support Agreement, solely to
  • (a) amend the third WHEREAS clause to provide that Sponsor will, at the Closing, subject a certain number of its shares of SPAC Class A Common Stock (as defined therein in the Original Sponsor Support Agreement) to forfeiture in an amount equal to
    • (x) the product of
      • (i) 15% and
      • (ii) (A) 8,550,000 minus
      • (B) the number of Sponsor Redemption Shares that have been required to be forfeited pursuant to Section 3 of the Original Sponsor Support Agreement at the relevant time minus
    • (y) 210,000, and
  • (b) insert a new Section 9, to provide that, following the Closing, Cartesian shall undertake to register for resale certain securities purchased by the Sponsor prior to the Closing.
• Sponsor will subject 2,850,000 shares of its SPAC Class B Common Stock (the “Sponsor Redemption Shares”) to forfeiture pursuant to which if the Net Redemption Percentage is more than 50%, then immediately prior to the Closing and prior to the SPAC Class B Conversion pursuant to the SPAC Articles, Sponsor will surrender to SPAC for cancellation a number Sponsor Redemption Shares (rounded down to the nearest whole share) equal to the product of
  • (a) the number of Sponsor Redemption Shares
  • (b) a percentage equal to the product of
    • (i) the amount by which the Net Redemption Percentage exceeds 50%
    • (ii) two.
• Sponsor will waive the anti-dilution provisions of Section 17.3 set forth in the SPAC Articles relating to the adjustment of the Initial Conversion Ratio (as defined in the SPAC Articles), and will agree not to exercise any rights to adjustment or other anti-dilution protection with respect to the rate at which SPAC Class B Ordinary Shares convert into SPAC Class A Ordinary Shares.
  • “Net Redemption Amount” means the positive difference, if any, between
    • (i) the aggregate amount of payments to be made to the holders of SPAC Class A Ordinary Shares that have elected to redeem all or a portion of their SPAC Class A Ordinary Shares at the per-share price equal to each such holder’s pro rata share of the Trust Account pursuant to the SPAC Share Redemption minus
    • (ii) aggregate amount of funds in excess of $125,000,000 to be paid by certain investors to purchase SPAC Class A Ordinary Shares pursuant to the Private Placements and the Subscription Agreements relating to the Private Placements (it being understood that if the difference between clauses (i) and (ii) above will be zero or a negative number, then there will be no Net Redemption Amount and the provisions of Section 3 will not apply).

NOTABLE CONDITIONS TO CLOSING

•  The Available Cash, including proceeds of the Initial Private Placement, will be equal to at least $75,000,000.

NOTABLE CONDITIONS TO TERMINATION

• Subsequent Event – On October 25, 2022, the term “Outside Date” was amended from July 29, 2022, to January 4, 2023.
  • A termination fee in the amount of $5,500,000 shall be payable by Alvarium (severally and not jointly) to Cartesian, and a termination fee in an aggregate amount of $11,000,000 shall be payable by the TIG Entities and TWMH (jointly and severally) to Cartesian, if Cartesian shall have terminated the Business Combination Agreement.
• Subsequent Event – On February 11, 2022, CGC, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella entered into Amendment No. 1 of the business combination agreement extending the Outside Date to July 29, 2022.
• By either SPAC or the Companies if the Umbrella Merger Effective Time will not have occurred prior to March 18, 2022 (the “Outside Date”); provided, that the Outside Date will automatically be extended without any further action by any Party until June 17, 2022

ADVISORS

• Piper Sandler & Co. is serving as financial advisor to the Tiedemann Group.
• Seward & Kissel LLP is serving as legal counsel to the Tiedemann Group.
• The Asset & Wealth Management Investment Banking Group of Raymond James & Associates, Inc. and Spencer House Partners LLP are serving as financial advisors to Alvarium.
• Goodwin Procter LLP is serving as legal counsel to Alvarium.
• Cantor Fitzgerald & Co. is serving as capital markets advisor to Cartesian Growth Corporation.
• BofA Securities is serving as financial advisor and capital markets advisor to Cartesian.
• Greenberg Traurig, LLP is serving as legal counsel to Cartesian.

MANAGEMENT & BOARD

Executive Officers

Peter Yu, 59
Chairman of the Board of Directors and Chief Executive Officer

Mr. Yu is a Managing Partner of Cartesian. At Cartesian, Mr. Yu led more than 20 investments in companies operating in more than 30 countries. Mr. Yu currently serves on the boards of directors of several companies, including Burger King China, Tim Hortons China, PolyNatura Corp., Cartesian Royalty Holdings Pte. Ltd., Aqua Comms DAC, ASO 2020 Maritime, Flybondi Ltd., and Simba Sleep Ltd. Previously, Mr. Yu served on the boards of directors of Banco Daycoval S.A., GOL Linhas Aéreas Inteligentes S.A., and Westport Fuel Systems Inc. Prior to forming Cartesian, Mr. Yu founded and served as the President and Chief Executive Officer of AIG Capital Partners, Inc., or AIGCP. Under his leadership, AIGCP became a leading international private equity firm, with more than $4.5 billion in committed capital. Mr. Yu led numerous investments in several regions and served as Chairman of the investment committee of eight AIGCP private equity funds. Prior to founding AIGCP, Mr. Yu served President Bill Clinton as Director to the National Economic Council, the White House office responsible for developing and coordinating economic policy. A graduate of Harvard Law School, Mr. Yu served as President of the Harvard Law Review and as a law clerk on the U.S. Supreme Court. Mr. Yu received a bachelor’s degree from Princeton University’s Woodrow Wilson School. In addition to his commercial activities, Mr. Yu serves on the Advisory Council for the Princeton School for Public & International Affairs, the Advisory Council for the Princeton Institute for International & Regional Studies, on the board of directors of The John Paul Stevens Fellowship Foundation and on the Global Council of the Carnegie Endowment for International Peace.

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Gregory Armstrong, 43
Chief Financial Officer and Director

Mr. Armstrong is a Senior Managing Director at Cartesian. At Cartesian, Mr. Armstrong led numerous investments in the food service, retail, energy, and infrastructure industries, and also serves on the board of directors of NB Reinsurance Ltd. (where he also serves as a member of the underwriting committee) and Tim Hortons China. Previously, Mr. Armstrong served on the board of directors of Baltona. Prior to joining Cartesian, Mr. Armstrong served as an Associate at AIGCP where he was involved in investments in natural resources, business services, and telecommunications. Mr. Armstrong was previously with Broadview International, a mid-market mergers & acquisitions advisory firm, where he specialized in advising communications infrastructure companies. Mr. Armstrong received his Master’s in Business Administration from MIT Sloan School of Management and holds a bachelor’s degree in electrical engineering from Princeton University.

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Board of Directors

Elias Diaz Sese, 46
Independent Director 

Mr. Diaz Sese has over 22 years of experience leading transnational consumer companies. Currently, Mr. Diaz Sese is a shareholder and a director of Domino’s Pizza UK, a $2 billion business listed in the UK. Previously, Mr. Diaz Sese served as President of Northern Europe Kraft Heinz, leading the company’s turn-around efforts in the region from 2017 to 2019. Prior to that, Mr. Diaz Sese held various roles at Restaurant Brands International, or RBI, from 2002 to 2017, including as the Chief Executive Officer of Tim Hortons after its $11.4 billion acquisition by RBI, President of Burger King Asia Pacific, Executive Vice President of Franchise and Emerging Markets of Burger King and Managing Director of Southern Europe Burger King. Mr. Diaz Sese started his career within the corporate law practice of Decathlon España from 1998 to 2002, where he served as Corporate Legal Counsel & Development Director. Mr. Diaz Sese received his degree in Executive Management from The University of Chicago Booth School of Business (Executive Education) and holds a Masters in Law, Law and European Studies from the Universidad CEU San Pablo.

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Bertrand Grabowski, 64
Independent Director 

Bertrand Grabowski has over 40 years of experience leading transnational finance companies. Most recently, Mr. Grabowski served as Head of Aviation Finance and as a member of the board of managing directors of DVB Bank from 2005 to 2016 leading the company’s global aviation finance and investment initiatives. From 2001 to 2004, Mr. Grabowski was a director within the Asset Finance Group at Citigroup with a focus on Japan and certain E.U. countries. From 1985 to 2001, Mr. Grabowski held various roles at Banque Indosuez, renamed Credit Agricole CIB, including as Head of Aviation Finance for the Americas and branch manager of New York, Head of Aviation Finance for Asia, and as a branch manager of Tokyo. Mr. Grabowski started his career at Société Navale Delmas-Vieljeux, where he was in charge of all aspects of financing of new vessels for the shipping company from 1981 to 1984. Mr. Grabowski received his Master’s in Business Administration from the ESSEC Business School (Paris).

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Daniel Karp, 43
Director 

Daniel Karp is currently appointed Senior Vice President, Head of Business Development for Organon & Co., a wholly owned subsidiary of Merck & Co., scheduled to spin off as a separate company in 2021. Previously, Mr. Karp served as Executive Vice President, Corporate Development at Biogen Inc. from June 2018 to March 2020. Prior to joining Biogen Inc., Mr. Karp held a number of positions of increasing responsibility at Pfizer Inc., including as Vice President, Worldwide Business Development and Head of Business Development for Worldwide Research and Development from May 2016 to June 2018, as Vice President, Worldwide Business Development and Business Development Lead for Pfizer Vaccines, Oncology and Consumer Healthcare from January 2014 to May 2016, as Senior Director, Worldwide Business Development from December 2010 to December 2013, as Director, Worldwide Business Development from January 2008 to December 2010, as Senior Manager, Worldwide Business Development from May 2007 to December 2007 and as Manager, U.S. Business Development from July 2006 to April 2007. Prior to that, Mr. Karp held roles in healthcare and life sciences strategy consulting. Mr. Karp holds a Master of Business Administration from the Wharton School of the University of Pennsylvania and a Bachelor of Science degree in biology from Duke University.

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