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Pine Technology Acquisition Corp.

Pine Technology Acquisition Corp.

Feb 19, 2021 by Kristi Marvin

The below-announced combination was terminated on 3/7/22.  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: The Tomorrow Companies Inc. [TERMINATED on 3/7/22 – LINK]

ENTERPRISE VALUE: $729 million
ANTICIPATED SYMBOL: TMW

Pine Technology Acquisition Corp. proposes to combine with The Tomorrow Companies Inc., developer of a leading platform for global weather and climate security.

  • Tomorrow.io is The World’s Weather and Climate Security Platform, helping countries, businesses, and individuals manage their weather and climate security challenges.
  • Fully customizable to any industry impacted by the weather, customers around the world including Uber, Delta, Ford, National Grid, and more use Tomorrow.io to dramatically improve operational efficiency.
  • Tomorrow.io was built from the ground up to help teams prepare for the business impact of weather by automating decision-making and enabling climate adaptation at scale.
  • Headquartered in Boston, MA, Tomorrow.io employs more than 170 people globally.

TRANSACTION

  • The pro forma equity value of the combined company is approximately $1.2 billion, assuming no redemptions by Pine Technology stockholders.
  • The transaction will provide up to $420 million of gross proceeds, before deducting transaction expenses and assuming no redemptions, including $75 million through a fully-committed PIPE at $10.00 per share.
  • The PIPE includes commitments from institutional investors including funds managed by Koch Strategic Platforms, National Grid Partners, JetBlue Technology Ventures, SB Energy Corp., SoftBank Group’s Japanese wholly-owned subsidiary, as well as Pine Technology’s sponsor, Pine Technology Sponsor LLC.

Pine Tech Transaction Overview

PIPE

  • In connection with the Merger, the Company entered into subscription agreements (the “PIPE Subscription Agreements”) with Sponsor and certain other investors (together with Sponsor, the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors have subscribed to purchase an aggregate of 7,500,000 shares of Class A Common Stock (together, the “Subscriptions”) at the purchase price of $10.00 per share to be issued at the Closing, for aggregate gross proceeds of $75,000,000.

LOCK-UP

  • In connection with the Closing, certain stockholders of Tomorrow.io and Sponsor will enter into lock-up agreements with the Company (the “Lock-Up Agreements”), pursuant to which the stockholder parties thereto and Sponsor will agree to not sell unless the closing price of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of Closing.

NOTABLE CONDITIONS TO CLOSING

  • Under the Merger Agreement, the obligations of the Parties to consummate the Merger are subject to the aggregate cash proceeds from the Company’s trust account, together with the proceeds from the subscriptions, equaling no less than $150,000,000 (after deducting any amounts paid to Company stockholders that exercise their redemption rights in connection with the Merger and net of the Company and Tomorrow.io’s transaction expenses)

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing by the Company or Tomorrow.io, if the Closing has not occurred by June 30, 2022.

ADVISORS

  • PJT Partners is acting as sole financial advisor, and Goodwin Procter LLP is acting as legal counsel to Tomorrow.io.
  • Moelis & Company LLC is acting as sole financial advisor to Pine Technology. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to Pine Technology.
  • Cantor Fitzgerald & Co. and Odeon Capital Group are serving as capital markets advisors to Pine Technology.
  • Houlihan Lokey, Inc. and Richards, Layton & Finger P.A. are advising the Board of Directors of Pine Technology.
  • Moelis & Company LLC and PJT Partners are acting as joint placement agents with respect to the private placement.
  • Sullivan & Cromwell LLP is acting as placement agent counsel.

MANAGEMENT & BOARD

Executive Officers

Christopher Longo, 47
Chief Executive Officer, Director

Mr. Longo served as AmTrust’s Chief Information Officer from 2006 to 2019 and as its Chief Operating Officer from 2016 to 2019. During this time, AmTrust successfully closed and integrated more than 40 acquisitions and investments. In 2019, Mr. Longo founded Novum, a technology-focused commercial insurance managing general agent and brokerage. He is an industry thought leader in technology and large-scale insurance operations. Mr. Longo is responsible for developing or co-developing multiple unique proprietary software applications, all managed on a single operating platform and architecture and created the AmTrust Innovation Lab whose primary purpose was to take advantage of the growing InsurTech market.

Board of Directors

Adam Karkowsky, 45
Non-Executive Chairman

Mr. Karkowsky is President of AmTrust and previously served as AmTrust’s Chief Financial Officer and Executive Vice President, Strategic Development and Mergers & Acquisitions. While at AmTrust, Mr. Karkowsky has led more than 40 strategic acquisitions and investments that span the insurance value chain including carriers, managing general agents, agencies and InsurTech startups. Prior to AmTrust, Mr. Karkowsky served in various finance and strategy roles in the private equity and insurance industries, including as Vice President, Mergers & Acquisitions Insurance Group at American International Group, Inc.

J. Eric Smith, 63
Director 

Mr. Smith recently retired as President and CEO of Swiss Re Americas. He was also a member of the Group Executive Committee of Swiss Re Ltd. He joined Swiss Re in July 2011. Prior to this, he served in leadership roles at both Allstate and USAA. First, he served as President, Financial Services at Allstate and then as President of USAA Life Insurance Co. He began his career at Country Financial, where he worked for two decades in various roles in property and casualty insurance. Mr. Smith is currently a board member of QBE Insurance Group, Deutsche Bank Americas and Health iQ.

Bradley Tusk, 47
Director

Mr. Tusk is a venture capitalist, political strategist, philanthropist and writer. He is the founder and Chief Executive Officer of Tusk Holdings, which includes Tusk Ventures, Tusk Strategies, Tusk Philanthropies and Ivory Gaming. Mr. Tusk is also a Managing Director of Tusk Venture Partners, a venture capital fund that invests solely in early stage start-up companies in highly regulated industries. He has served as founder and Chief Executive Officer of Tusk Strategies, a political consulting firm, since 2010. Since 2015, he has served as Co-Founder and Chairman of Ivory Gaming Group, a casino management company. He is currently Chairman of IG Acquisition Corp., a blank check company that raised $300,000,000 in its initial public offering in October 2020 which is pursuing a business combination in the in the leisure, gaming or hospitality industries.

Nicolas D. Zerbib, 49
Director

Mr. Zerbib joined Stone Point in 1998 and is currently a Senior Principal and a member of its investment committee. Mr. Zerbib has served as director of VantageSouth Bancshares, Inc., Piedmont Community Bank Holdings, Inc. and Yadkin Bank and Yadkin Financial Corporation. Mr. Zerbib serves as a director of Alliant Insurance Services Inc, DealerPolicy, a digital insurance solutions provider, and Mitchell International, Inc., an insurance claims management company. He has also served as a director of several other Stone Point portfolio companies, including The ARC Group, LLC, a wholesale insurance broker, Amherst Holdings, LLC, a financial services holding company, and StoneRiver Group, L.P., a provider of insurance technology, professional services and outsourcing solutions to the insurance industry. From 2005 to 2007, Mr. Zerbib served as director for James River Group, Inc., an insurance holding company that was publicly traded until December 2007.

 

ByKristi Marvin