L Catterton Asia Acquisition Corp *
PROPOSED BUSINESS COMBINATION: Lotus Technology Inc.
ENTERPRISE VALUE: $5.447 billion
ANTICIPATED SYMBOL: LOT
L Catterton Asia Acquisition Corp. proposes to combine with Lotus Technology Inc.
Lotus Technology Inc., headquartered in Wuhan, China, has operations across China, the UK, and the EU. The Company delivers luxury lifestyle battery electric vehicles including SUVs and sedans with a focus on R&D in next-generation automobility technologies such as electrification, digitalization, and more.
SUBSEQUENT EVENT – 2/20/24 – LINK
- Lotus Tech entered into a subscription agreement with a third-party investor pursuant to which such investor agreed to subscribe for and purchase 1,500,000 ordinary shares of Lotus Tech for $10.00 per share.
- Additionally, a PIPE investor which previously committed to subscribing for and purchasing certain ordinary shares of Lotus Tech for a total investment amount of approximately $3,000,000 has elected to terminate such investment commitment.
SUBSEQUENT EVENT – 11/28/23 – LINK
- Lotus Technology Inc. announced today it secured around $870 million in PIPE financing and convertible notes this year.
- The Company most recently received approximately US$750 million of new financing commitments, subject to closing conditions stated in the relevant definitive investment documentation.
- These new financing commitments add to approximately US$120 million of financing commitments Lotus Tech previously announced on April 28, 2023. – LINK
SUBSEQUENT EVENT – 11/13/23 – LINK
- The SPAC, the Founder Shareholders and the Company entered into an Amendment to Sponsor Support Agreement.
- The Amendment reflects deletion of the Sponsor Shares Forfeiture Mechanism and provides that, in addition to the Sponsor Earn-Out Shares, all or a portion of an additional 20% of the Sponsor Shares (the “Additional Sponsor Earn-Out Shares”) would become vested upon each occurrence of any vesting event within 18 months of the Closing.
- The vesting events for the Additional Sponsor Earn-Out Shares are
- (a) the commencement or official announcement of any additional Business Collaboration and
- (b) an approved commitment to invest in the Company or one of its subsidiaries by an investor introduced or facilitated by Sponsor or its affiliates.
- Any Additional Sponsor Earn-Out Shares that have not become vested by the end of such 18-month period would be forfeited to the Company and cancelled.
- Also, the SPAC has designated Anish Melwani, the Chairman and Chief Executive Officer of LVMH for North America and an independent director of SPAC, to be a director on the board of directors of the Company with effect immediately following the Closing. The Company has acknowledged and agreed that, upon the effectiveness of the Appointment, a Business Collaboration will have occurred and as a result, the Sponsor Earn-Out Shares are expected to become vested immediately following the Closing.
EXTENSION – 3/14/23 – LINK
- The SPAC approved the extension from March 15, 2023 to June 15, 2023, and the option to further extend the date by which it has to consummate a business combination beyond June 15, 2023 up to nine times for an additional (1) month each time to March 15, 2024.
- 6,867,252 shares were redeemed.
- $990K will be deposited into the trust account to extend until 6/15/23; $330K per month will be deposited thereafter as needed
TRANSACTION
- The Business Combination transaction between Lotus Tech and LCAA values the Combined Company at a pro forma enterprise value of approximately US$5.447 billion, taking into account up to approximately US$288 million of cash from LCAA’s trust account (assuming none of LCAA’s public shareholders elect to redeem their shares).
- All existing Lotus Tech equity holders, including Geely Holding, Etika, NIO Capital, etc. are expected to retain their interests in Lotus Tech and own a total of approximately 89.7% of the issued and outstanding equity of the Combined Company immediately following the closing of the Business Combination (assuming none of LCAA’s public shareholders elect to redeem their shares, among other assumptions), underscoring their continued confidence in Lotus Tech’s growth strategy and outlook.
- Lotus Tech intends to use the net proceeds from the Business Combination for further product innovation, next-generation automobility technology development, global distribution network expansion, and general corporate purposes.
- The Business Combination has been unanimously approved by the boards of directors of both Lotus Tech and LCAA, and is expected to be completed in the latter half of 2023.
SPAC FUNDING
- Lotus Technology Inc. announced today it secured around $870 million in PIPE financing and convertible notes this year. – LINK
- The Company most recently received approximately US$750 million of new financing commitments, subject to closing conditions stated in the relevant definitive investment documentation.
- These new financing commitments add to approximately US$120 million of financing commitments Lotus Tech previously announced on April 28, 2023. – LINK
EARNOUT [AMENDED – see subsequent event from 11/13/23]
- Sponsor
- 10% (718,750) of the Sponsor Shares will automatically convert to SPAC Class A Ordinary Shares which shall be unvested and subject to the vesting and forfeiture provisions after the second anniversary of the closing date.
SPONSOR FORFEITURE [AMENDED – see subsequent event from 11/13/23]
- 20% (1,437,500) of the Sponsor Shares will be forfeited unless certain affiliates of Sponsor as may be approved by the Company from time to time participate in the PIPE Financing.
LOCK-UP
- Company and Sponsor
- 6 months after the Closing Date.
NOTABLE CONDITIONS TO CLOSING
- Minimum cash condition of $100 million.
NOTABLE CONDITIONS TO TERMINATION
- By either LCAA or Lotus Tech if the Business Combination is not consummated on or prior to March 15, 2024
ADVISORS
- Deutsche Bank is acting as financial advisor To Lotus Tech.
- Skadden, Arps, Slate, Meagher & Flom is acting as international legal counsel to Lotus Tech.
- Han Kun Law Offices as PRC is acting as counsel to Lotus Tech.
- Credit Suisse Securities (USA) LLC is acting as capital markets advisor to LCAA.
- Kirkland & Ellis is acting as international legal counsel to LCAA.
- Fangda Partners is acting as PRC counsel to LCAA.
- Shearman & Sterling LLP is acting as international legal counsel to Credit Suisse Securities (USA) LLC.
MANAGEMENT & BOARD
Executive Officers
Chinta Bhagat, 51
Co-Chief Executive Officer and Director
Mr. Bhagat is Managing Partner, co-head and Chief Executive Officer at L Catterton Asia, which manages approximately $3.3 billion across three funds. Mr. Bhagat joined L Catterton in August 2019, and has been responsible for the end-to-end integration of the Asian franchise into the global firm, underpinned by a recruiting and restructuring program to top-grade the investment, portfolio management, and firm operations functions. He has also overseen investment and divestment of approximately $750 million in this period of time, including leading the firm’s investment into Jio Platforms in mid-2020. Prior to joining L Catterton, Mr. Bhagat was Head of Private Markets for South Asia and concurrently head of the global healthcare portfolio at Khazanah Nasional, overseeing a total of approximately $5 billion across a range of private and public market assets. After joining Khazanah Nasional in May 2015, Mr. Bhagat was involved in several consumer technology and healthcare deals across the Asian region, including Khazanah’s significant investment in Fractal (subsequently acquired by Apax Partners), and Ping An Healthcare & Technology (subsequently listed on the HKSE). Mr. Bhagat was previously Managing Partner of McKinsey & Company’s Singapore office, where he spent a total of 14 years, working extensively with principal investors to develop strategies, execute transactions, manage risk, and implement board governance initiatives. Mr. Bhagat holds a degree in Architecture from the University of Mumbai and an M.B.A. in International Business from INSEAD.
Scott Chen, 43
Co-Chief Executive Officer and Director
Mr. Chen is Managing Partner, co-head and Chief Investment Officer at L Catterton Asia, which manages approximately $3.3 billion across three funds. After joining L Catterton in second half 2020, Mr. Chen now chairs L Catterton Asia’s Investment Committee and is focused on rejuvenating the firm’s investment program and refreshing its investment strategy that best matches Asia Pacific market opportunities, team’s capabilities and L Catterton’s global expertise. Prior to joining L Catterton, Mr. Chen spent nearly 20 years at TPG investing across the broad consumer and healthcare landscape throughout Asia Pacific, most recently serving as Partner and Managing Director. Over the past decade at TPG, Mr. Chen drove the expansion of TPG’s China franchise and led or co-led TPG’s investments in Greater China including APM Monaco, DuXiaoman, Novotech PPC, Kangji Medical, United Family Healthcare and Li Ning. Prior to joining TPG, Mr. Chen worked in the Technology Mergers & Acquisitions Group of Lehman Brothers in New York. Mr. Chen’s current non-profit activities include China Senior Advisor to Bill and Melinda Gates Foundation’s Strategic Investment Fund, Chairman and Founder of Hope Matters Foundation and China Fellow and member of the Aspen Global Leadership Network of the Aspen Institute. Mr. Chen received a B.S. in Business Administration with honors from University of Colorado.
Howard Steyn, 46
President
Mr. Steyn is a Partner at L Catterton who leads the firm’s global initiatives, driving cross-geography investments and portfolio company expansion. Mr. Steyn, who has been a senior investment professional at L Catterton since September 2007, was previously a Partner at L Catterton Growth. Mr. Steyn has worked on numerous investments during his tenure at the firm and served on the boards of a variety of portfolio companies including Zarbee’s, Nature’s Variety, and Lily’s Kitchen. Prior to joining L Catterton, Mr. Steyn was a Principal in Bain Capital’s venture capital and growth equity funds. During his 8 years with Bain Capital, he led investments and worked with management teams to maximize performance in a range of companies from early-stage and growth equity through leveraged buyouts. Prior to Bain Capital, Mr. Steyn worked at McKinsey & Company. Mr. Steyn earned an A.B. magna cum laude in Social Studies from Harvard College, and received his M.B.A. with honors from The Wharton School of The University of Pennsylvania.
Board of Directors
John Sculley, 81 [Resigned 9/2/22]
Independent Director
Mr. Sculley has been a mentor and investor in global technology and healthcare companies for over two decades. In this capacity, he serves as vice chairman for Celularity, Inc., a placenta blood cord stem cell company; as Chairman and Chief Marketing Officer for Rx Advance Corporation; as co-founder and vice chairman of Zeta Global, a personalized marketing platform; as co-founder of Misfit Wearables, a wearable technology company (acquired by Fossil Group); and was co-founder and Vice Chairman of Rally Health (acquired by UnitedHealth’s Optum unit). He has also been an active investor in early-stage enterprises like MDLive, a telehealth provider (acquisition announced by Cigna’s Evernorth in February 2021); Select Comfort Corporation, a maker of adjustable-firmness beds; NFO Research, Inc., a consumer research company; Intralinks, provider of secure online workspaces to the financial services industry; CreditTrade LLP, which provides transaction, data and information services to the credit markets; and Hotwire, an online discount travel site. Mr. Sculley was previously the Chief Executive Officer of Apple Inc. from 1983 to 1993, during which time the Apple Computer became the largest selling personal computer brand in the world. From 1978 to 1983, Mr. Sculley served as Chief Executive Officer of Pepsi-Cola Company, during which time “Pepsi Generation” and “Pepsi Challenge” marketing campaigns helped cause Pepsi-Cola to become the largest selling packaged good product in the United States as measured by AC Nielsen. Mr. Sculley earned his Master of Business Administration from The Wharton School at the University of Pennsylvania and is a graduate of Brown University. Mr. Sculley has also received a John Hopkins honorary Ph.D. and the Ellis Island Medal of Honor.
Frank N. Newman, 78
Independent Director
Mr. Newman has invented an advanced cybersecurity design, holds five patents on its technology, and has been the Chief Executive Officer and Co-founder of PathGuard, Inc. (or its predecessors), the company he established to implement the system, since 2015. From 2011 until December 2018, Mr. Newman served as Chairman of Promontory Financial Group China Ltd., an advisory group for financial institutions and corporations in China. From 2005 to 2010, Mr. Newman served as Chairman and Chief Executive Officer of Shenzhen Development Bank, a national bank in China. Prior to 2005, Mr. Newman served as Chairman, President, and Chief Executive Officer of Bankers Trust and Chief Financial Officer of Bank of America and Wells Fargo Bank. Mr. Newman served as Deputy Secretary of the U.S. Treasury from 1994 to 1995 and as Under Secretary for Domestic Finance from 1993 to 1994. Mr. Newman has authored two books and several articles on economic matters, published in the U.S., mainland China, and Hong Kong. Mr. Newman has served as a director for major public companies, including Bankers Trust Company, Dow Jones, GUS (Great Universal Stores, in the UK), Korea First Bank, and Shenzhen Development Bank. Mr. Newman has also served as a member of the Board of Trustees of Carnegie Hall. Mr. Newman is currently on the board of directors and the audit committee of ParkerVision, Inc; the board of directors of Aspirational Consumer Lifestyle Corporation where Mr. Newman is the chairman of the audit committee; and the board of directors of Steiner Leisure Limited. Mr. Newman earned his B.A. magna cum laude in Economics at Harvard University.
Anish Melwani, 42
Independent Director
Mr. Melwani is the Chairman and Chief Executive Officer, LVMH for North America. In this role, he oversees and coordinates the activities of the LVMH Group across more than 75 Maisons. Mr. Melwani is a member of the board of directors for Fresh, Marc Jacobs, Colgin Cellars, Starboard Cruise Services and Tiffany & Co. Prior to joining LVMH in 2015, Mr. Melwani was a Senior Partner in the New York office of McKinsey and Company where he co-led the Global Strategy & Corporate Finance practice and supported clients across industries. At McKinsey since 1999, Mr. Melwani counseled senior executives of leading global companies on issues related to corporate strategy, M&A, alliances, portfolio management and organization. Mr. Melwani worked in McKinsey’s Singapore and Hong Kong offices and was then relocated to the New York office, where he advised leaders of public sector institutions in New York City. Mr. Melwani is a member of the Council on Foreign Relations, the Board of the United Way of New York City where he serves on the Marketing Committee, and the National Retail Federation’s Board of Directors. Mr. Melwani holds a B.A. in Economics from Harvard University.
Sanford Litvack, — [Appointed 9/2/22]
Independent Director
With over six decades of commercial litigation and corporate operations experience in both the private and public sectors, Mr. Litvack adds a rare combination of legal acumen and business insights to LCAAC’s Board. He is currently a partner of leading boutique trial and arbitration law firm Chaffetz Lindsey as well as a fellow of the American College of Trial Lawyers. Formerly, Mr. Litvack was senior counsel in the litigation department at global law firm Hogan Lovells and an assistant attorney general in charge of the Department of Justice’s antitrust division. Mr. Litvack previously also served as the chief of corporate operations and the vice chairman of the Board of Directors at Disney, where he spearheaded its acquisitions of ABC and ESPN. His boardroom experience also includes a prior directorship at technology company Hewlett Packard.

