Colonnade Acquisition Corp. II
LIQUIDATION – 3/9/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be March 10, 2023.
- The per-share redemption price will be approximately $10.21
The below-announced combination was terminated on 3/9/23. 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: Plastiq Inc. [Termination]
ENTERPRISE VALUE: $480 million
ANTICIPATED SYMBOL: tbd
Colonnade Acquisition Corp. II proposes to combine with Plastiq Inc., a B2B payment platform powering the small and midsize business (“SMB”) economy.
Founded in 2012, Plastiq is a B2B payments company for SMBs. Plastiq has helped tens of thousands of businesses improve cash flow with instant access to working capital, while automating and enabling control over all aspects of accounts payable and receivable. Plastiq provides growing finance teams with technology and know-how once reserved for only large enterprises. The flagship product, Plastiq Pay, pioneered a way for businesses to pay suppliers by credit card regardless of acceptance as an alternative to expensive, scarce bank loan options. Plastiq Accept offers an alternative to expensive merchant services, enabling businesses to accept credit cards with no merchant fees and get paid across any customer touch point, including a website, invoice, checkout process, and in person via QR code. The Plastiq Connect API suite enables platforms, marketplaces, and ERPs, to expand B2B payment options for payables and receivables in their native customer experience while outsourcing payment execution, risk, and compliance. In prior funding rounds, Plastiq raised more than $140 million in funding and is backed by Kleiner Perkins, B Capital Group, Khosla Ventures, and other top tier investors.
SUBSEQUENT EVENT – 12/7/22 – LINK
- On December 7, 2022, Colonnade Acquisition Corp. II entered into an amendment to that certain agreement and plan of merger with Pasadena Merger Sub Inc.
- On November 14, 2022, CLAA consented to Plastiq entering into, and causing its subsidiaries party thereto to enter into, a financing agreement by and among Plastiq, each subsidiary of Plastiq party thereto as a guarantor, the lenders party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent, pursuant to which the lenders party thereto have agreed to provide financing in an aggregate principal amount of up to $40,000,000 to the borrowers thereunder.
- The Merger Agreement was amended such that the Base Purchase Price (defined as $400,000,000 in the Merger Agreement) will be reduced by the net proceeds received by Plastiq and/or its subsidiaries under the Financing Agreement as of immediately prior to the closing of the Business Combination, which amount, for the avoidance of doubt, shall exclude $14,500,000, which is the amount of Indebtedness for borrowed money contemplated at the time of the execution of the Merger Agreement.
TRANSACTION
- The transactions contemplated by the agreement and plan of merger reflect an implied estimated enterprise value at closing of $480 million (assuming no redemptions), representing a 6.4x multiple to Plastiq’s 2022 forecasted net revenue of $75 million and a 4.6x multiple to Plastiq’s 2023 forecasted net revenue of $105 million.
- The Business Combination includes no secondary component and existing Plastiq equity holders will roll over their entire investments in Plastiq into the combined company.
- As a result of the Business Combination, Plastiq is expected to add approximately $320 million to its balance sheet (assuming no redemptions and after payment of estimated transaction expenses), offering significant capital flexibility for continued organic and inorganic growth.
PIPE
- There is no PIPE for this transaction.
LOCK-UP
Company Lock-Up:
- The shares of Plastiq Pubco Shares held by the Plastiq Holders will be subject to a lock-up period which provides that the Plastiq Holders may not transfer any shares of Plastiq Pubco Stock held by them for a period of 180 days after the Closing, except to certain permitted transferees.
Sponsor Lock-Up:
- Any shares of Plastiq Pubco Stock owned by the Sponsor immediately following the Closing will be subject to a lock-up period that lasts until 180 days following the Closing, and the Sponsor will not transfer any shares from now until the Closing.
- If at least 120 days have elapsed since the Closing and the lock-up period is scheduled to end during, or within five trading days prior to, a period during which trading would not be permitted under CLAA’s insider trading policy (the “Blackout Period”), the lock-up period will end ten trading days prior to such Blackout Period.
- After the Domestication and immediately prior to the Closing, the Sponsor will forfeit 1,250,000 founder shares held by it, and, solely in the event the amount of cash in CLAA’s trust account (after taking into account any redemptions) is less than $75 million, the Sponsor will forfeit an additional 1,250,000 founder shares held by it.
NOTABLE CONDITIONS TO CLOSING
- The Closing is subject to CLAA have at least $5,000,001 of net tangible assets.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated by CLAA or Plastiq by either CLAA or Plastiq, if the Closing has not occurred on or before March 3, 2023.
ADVISORS
- White & Case LLP is serving as legal counsel to Colonnade.
- Latham & Watkins LLP is serving as legal counsel to Plastiq.
MANAGEMENT & BOARD
Executive Officers
Remy W. Trafelet, 50
Chief Executive Officer and Director
Mr. Trafelet is the Chief Executive Officer of Colonnade Acquisition Corp., a special purpose acquisition company. Mr. Trafelet is also President and Chief Executive Officer of Trafelet & Company, LLC, a private investment firm that invests across a broad range of asset classes and industries, including technology, financial services, industrial, telecom and energy. Mr. Trafelet began his career in 1992 as an analyst at Fidelity Management and Research Company where he became a portfolio manager at age 25. In 2000, Mr. Trafelet formed Trafelet Delta Funds, which managed several long/short equity portfolios. The firm grew to over $6 billion in assets under management with offices in New York and London. In 2009, Mr. Trafelet spun off the firm’s London operations to Habrok Capital Management, a global long/short equity hedge fund. Mr. Trafelet is the Founder and Chairman of Hazeltree Fund Services, a FinTech company providing treasury solutions to more than 200 financial institutions with over $2.5 trillion of assets under advisory. From 2016 to 2019, Mr. Trafelet served as President and Chief Executive Officer of Alico Inc. (Nasdaq: ALCO), an agribusiness holding company. During his tenure, he implemented a corporate restructuring and operating efficiency program, which improved the company’s return on capital employed. Mr. Trafelet is a Trustee and Chairman of the Investment Committee for the Boys’ Club of New York and also serves as a member of the board for the Children’s Scholarship Fund. He is a former Trustee and Chairman of the Investment Committee of Phillips Exeter Academy. Mr. Trafelet is also a former Trustee for The Eaglebrook School, and a board member of the Atlantic Salmon Federation. Mr. Trafelet is a Chartered Financial Analyst.
Board of Directors
Joseph S. Sambuco, 59
Chairman of the Board of Directors
Mr. Sambuco is the Chairman of Colonnade Acquisition Corp., a special purpose acquisition company. Mr. Sambuco is also the Chairman and Chief Executive Officer of Colonnade which he founded along with Prudential Financial Inc. in 2000. Under his leadership, he successfully built Colonnade into a fully-integrated and diversified real estate investment, finance, operating and asset management company. Mr. Sambuco is also a director and President of St. Giles Hotels, USA, Inc., a hospitality investment and operating company. Prior to forming Colonnade, Mr. Sambuco was a Managing Director and the Chief Financial Officer of the Taylor Simpson Group, an investment and asset management firm that acquired LF Property Investment Company, a division of Lazard Frères & Co LLC, where he began his career in 1982. Mr. Sambuco was actively involved in Lazard’s financial advisory practice where he advised clients in various strategies relating to mergers and acquisitions, restructurings, and financings. Mr. Sambuco serves on the Board of Hazeltree Fund Services and the Palm Beach Civic Association. He is a former Trustee of the Palm Beach Day Academy and recently served on the board of Alico, Inc., an agricultural business. Mr. Sambuco is well qualified to sit on our board due to his comprehensive operational, capital markets and investment management experience in the asset management sector. His widespread network of relationships in the asset management industry will significantly enhance the company’s deal sourcing efforts.
Lee J. Solomon, 48
Director
Mr. Solomon is a Partner at Apollo Global Management in the Private Equity Group, having joined in October 2009. Mr. Solomon has over 26 years of experience in operating and investing in private and public companies. He currently serves on the board of directors of The ADT Corporation, Coinstar LLC, ecoATM Parent, LLC, Redbox Automated Retail LLC, Cox Media Group and Gamut Holdings. He previously served on the board of directors of AMC Entertainment, Endemol Shine Group and Mood Media. Before joining Apollo, he served as a Principal at Grosvenor Park, which was a joint venture with Fortress Investment Group that provided financing to the media industry. He also previously served as the Executive Vice President of Business Affairs for Helkon Media AG, a global production and distribution company. Additionally, Mr. Solomon has held numerous executive positions in the media industry. He received his MBA from The Stern School of Business at New York University and graduated from the University of Rochester with a B.A. in economics and political science.
Emil W. Henry, Jr., 59
Director
Mr. Henry is the Founder, Chief Executive Officer and a Managing Director at Tiger Infrastructure Partners. He previously served as Global Head of Lehman Brothers’ infrastructure private equity business. From 1990 to 2005, he was a Partner and Managing Director with Gleacher Partners, where he served as Chairman of Asset Management and led the firm’s investment activities. In 2005, He was appointed by the President and confirmed by the United States Senate, unanimously, as Assistant Secretary of the Treasury. In this role, he served as attaché to the President’s Working Group on Financial Markets, oversaw the Office of Critical Infrastructure Protection, led the Treasury’s efforts to establish emergency response protocols in the event of a financial crisis and was key advisor to two Treasury secretaries. He outlined publicly and prior to the financial crisis how a systemic crisis might unfold driven by Fannie Mae’s and Freddie Mac’s concentrated holdings of sub-prime mortgages. He was awarded the Alexander Hamilton Award, the highest honor the Treasury can bestow upon a public official. Earlier in his career, he was a member of Morgan Stanley’s private equity group. He currently serves on the boards of Easterly Government Properties, StoneCastle Financial, and numerous boards of Tiger Infrastructure portfolio companies. He has represented the U.S. Treasury on the boards of the Securities Investor Protection Corporation (SIPC), and the National Gallery of Art and is a member of the Council on Foreign Relations. He is a frequent public speaker and author on matters of public policy. He holds an MBA from Harvard Business School and a B.A. in Economics, cum laude, from Yale University.
Manny De Zárraga, 60
Director
Mr. De Zárraga is an executive managing director and member of JLL Capital Markets, Americas’ Executive Committee. Mr. De Zárraga joined JLL as part of the HFF acquisition and serves as co-head of the firm’s National Investment Advisory Group. Mr. De Zárraga has more than 28 years of experience in real estate investment banking and specializes in the execution and expansion of the firm’s capital markets platform through the representation of institutional and major global family offices owners of institutional-grade commercial real estate properties. He also oversees the firm’s Special Assets Group and is an active member of the Global Capital Team, with a special focus on the Latin American markets. Prior to joining HFF in 2002, Mr. De Zárraga was a principal and managing director at Sonnenblick-Goldman Company for 14 years and served on the firm’s operating committee. During his time there, he was involved in real estate capital transactions made up of all major property types. He also serves since 1994 as the U.S. investment advisor to Grupo Multiplan and previously served as the privatization advisor to the government of Puerto Rico for the sale of government-owned hotels. Prior to Sonnenblick-Goldman, Mr. De Zárraga was vice president of the Trade Finance Corporation, where he worked in the development of a mortgage- based securitization program in conjunction with Salomon Brothers.