Avalon Acquisition Inc. *
PROPOSED BUSINESS COMBINATION: Beneficient
ENTERPRISE VALUE: $3.547 billion
ANTICIPATED SYMBOL: tbd
Avalon Acquisition Inc. proposes to combine with The Beneficient Company Group, L.P.
The Beneficient Company Group, L.P. (Ben) provides a unique suite of simple, rapid, and cost-effective liquidity solutions and other financial and fiduciary services for owners of alternative assets. Ben’s liquidity solutions are available for most types of professionally managed alternative asset investments and can be customized to suit individual circumstances. Serving as a principal by using its own balance sheet, Ben operates as a permanent financial institution that helps to remove many of the traditional barriers to liquidity faced by mid-to-high-net-worth individuals and small-to-mid-sized institutions.
EXTENSION – 4/5/23 – LINK
- The SPAC approved it auto extension from April 8, 2023 to July 8, 2023
- $2,070,000 was deposited into the trust account
EXTENSION – 1/5/23 – LINK
- The Company deposited an aggregate of $2,070,000 into the Company’s trust account for the Company’s public stockholders, representing $0.10 per public share, which enables us to extend the period of time we have to consummate our initial business combination by three months from January 8, 2023 to April 8, 2023
TRANSACTION
- The combination implies an enterprise valuation of $3.5 billion, including approximately $200 million in gross proceeds from Avalon’s cash in trust – assuming no redemptions.
- Existing Beneficient shareholders are expected to continue owning 88% of the combined company, with public stockholders expected to own 10%, and Avalon sponsors expected to own 2%.
- BCG has agreed to pay for the costs of extending the term of Avalon until July 8, 2023, assuming that the Avalon Merger has not closed prior to July 8, 2023.
Company Series A Preferred Stock
- The Series A Preferred Stock shall be nonvoting and have a liquidation preference equal to its par value of $0.001 per share. Each share of Company Series A Preferred Stock that is then issued and outstanding will automatically, and without action of the holder thereof, convert into one-fourth (1/4) of a Company Class A Common Share on the later of:
- (i) 90 days after the Closing Date and
- (ii) 30 days after a registration statement under the Securities Act has been declared effective with respect to the issuance of the Company Class A Common Shares upon the exercise of the Company Warrants (the “Company Series A Preferred Stock Conversion Date”).
- Thereafter, the Company Series A Preferred Stock shall have no conversion rights and shall be subject to redemption at their liquidation preference per share at the option of the Company.
PIPE
- There is no PIPE for this transaction at this time.
LOCK-UP
- Company
- Six months from the Closing Date or the date that the shares equal or exceeds $18.00/Share for 20/30 trading days at least 150 days after the Closing Date.
- 250 Company Common Shares shall be free from lock-up for each holder.
- Sponsor
- The applicable lock-up period for the Sponsor begins as of the Closing and ends on the earlier of:
- (x) December 31, 2029,
- (y) the date after the December 31, 2024 on which the closing price of the common shares of BCG equals or exceeds $18.00 per share for any 20/30 trading day period following December 31, 2024, and
- (z) the date after the Closing on which BCG consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the BCG’s shareholders having the right to exchange their equity holdings in Company for cash, securities or other property; provided that the Sponsor may sell at a price of at least $10.50 per share beginning January 1, 2025 and up to 20% of its shares in each of 2028 and 2029 without price restriction.
- The applicable lock-up period for the Sponsor begins as of the Closing and ends on the earlier of:
- Series B-1 and B-2 Holders
- One year following the Closing provided that 25% of such holder’s shares shall be released from lock-up on each of the 91st, 181st and 271st day following the Closing.
NOTABLE CONDITIONS TO CLOSING
- After giving effect to the Transactions (including the Avalon Stockholder Redemption), Avalon shall have at least $5,000,001 of net tangible assets
- The completion of the Avalon Stockholder Redemption, and after the Avalon Stockholder Redemption, Avalon having at least 400 unrestricted round lot holders
- The performance in all material respects of each of the covenants of each of the parties to the agreement (the “Sponsor Agreement”) with the Sponsor required under the Sponsor Agreement to be performed as of or prior to the Closing.
NOTABLE CONDITIONS TO TERMINATION
- By either Avalon or BCG, if the Closing has not occurred on or before January 8, 2023, subject to the parties’ extension election to extend the duration of Avalon’s completion window from January 8, 2023 to April 8, 2023 or from April 8, 2023 to July 8, 2023
- BCG is required (subject to certain conditions set forth in the Business Combination Agreement) to reimburse Avalon for its fees and expenses (up to a maximum amount of $1,000,000) and deposit into the Trust Account the amount of any required extension amounts to allow Avalon to extend the timeline to pursue an initial business combination through July 8, 2023.
ADVISORS
- Lazard served as sole financial advisor to Beneficient
- Haynes and Boone, LLP acted as legal advisor to Beneficient.
- Houlihan Capital provided a fairness opinion to Avalon Acquisition Inc.
- Venable LLP acted as legal advisor to Avalon Acquisition Inc.
MANAGEMENT & BOARD
Executive Officers
S. Craig Cognetti, 49
Chief Executive Officer
Mr. Cognetti leads the principal investing practice at Grail Partners, a private investment and M&A advisory firm focused on financial services. Prior to joining Grail in 2006, Craig was with a New York City-based alternative investment firm Chelsey Capital. From 2002-2004, he was an officer at Mellon Ventures, the $1.4 billion private equity division of Mellon Financial, a global financial services firm. He focused on buyouts and financial services deals credit cards, trading platforms, and portfolio management. From 2000-2002, Craig served in the Corporate Strategy and Development group at Mellon, working on M&A transactions. He led an initiative to increase Mellon’s presence in separate accounts and built an alternative asset management platform. Earlier, Mr. Cognetti led a division of TRL, a transportation services company. Mr. Cognetti has a BS in Business Administration from Georgetown and an MBA from The Wharton School. Craig has completed the International Finance and Management program at Oxford University and is a CFA Charterholder.
John Griff, 65
President
Mr. Griff joined Manifold Partners LLC, an artificial intelligence hedge fund manager, as President in 2018. Mr. Griff’s 40-year financial services career has spanned capital markets, investment banking and asset management. From 2011 to 2013, he served as COO of the publicly held Gleacher & Company, an investment bank specializing in Advisory, Capital Markets, Fixed Income, and Private Equity, where he was also CEO of the broker-dealer subsidiary of Gleacher & Company. From 2008 to 2010, Mr. Griff served as Strategic Advisor to the CEO at LNR Property Corporation, a commercial real estate company, where he shared responsibility for LNR’s European business units, including a Commercial Real Estate fund, where he was responsible for a 500mil Sterling CRE portfolio. From 2003 to 2007, Mr. Griff served as President of Putnam Lovell, an investment bank specializing in the financial services sector. Prior to Putnam Lovell, from 1997 to 2002, Mr. Griff was CEO of HSBC USA, Inc., a subsidiary of a global financial services firm, leading the bank’s US based investment banking business, and serving as co-Head of Global Fixed Income. He was responsible for one of the largest risk positions in Fixed Income. Mr. Griff established Merchant banking businesses at each of NationsBanc, HSBC, Putnam Lovell, and Gleacher. He chaired each Investment Committee of each group and sat on the Boards of nearly all portfolio companies. Mr. Griff also served in senior roles at then NationsBanc Capital Markets, a banking firm, from 1993 to 1997; Lehman Brothers, a global investment bank, from 1989 to 1993; and Merrill Lynch, a global investment bank from 1986 to 1989. Mr. Griff advises high school and college coaches and athlete directors on leadership skills. Mr. Griff is a graduate of Fordham University where he earned a BS degree majoring in Finance and Marketing.
R. Rachel Hsu, 50
Chief Financial Officer
In 2019, Ms. Hsu joined Grail Partners LLC, a private investment and M&A advisory firm focused on financial services, and Manifold Partners, LLC, an artificial intelligence hedge fund manager, as CFO of both firms, after a sabbatical to raise her family between 2009 and 2019. Starting in 2003, she spent six years at Hall Capital Partners LLC, a private investment advisory firm to ultra-high-net-worth families and individuals. She joined Hall Capital Partners LLC as corporate controller and was CFO of the firm’s funds when she departed to raise her daughter. After graduating from the University of North Carolina with a Masters in Accounting and a B.S. in Business Administration, Ms. Hsu joined accounting firm PricewaterhouseCoopers LLP, a global accounting firm, in 1994. After her public accounting career, Rachel served as the controller at Putnam Lovell Securities Inc., an investment bank/broker-dealer focused on financial services, from 2000 to 2002. Ms. Hsu holds an inactive CPA license from North Carolina.ual B.S. in Finance and Marketing from the Florida State University, graduating in 2012 and 2010 respectively.
Board of Directors
Donald H. Putnam, 69
Executive Chairman
Mr. Putnam founded Grail Partners, LLC, a private investment and M&A advisory firm focused on financial services, in 2005. Prior to founding Grail, he founded Putnam Lovell Securities, an investment banking firm, in 1987, and led the firm as its Chief Executive Officer and Chairman of the Board from its founding until the firm’s sale in 2002, after which he served as CEO and Vice Chairman of Putnam Lovell NBF Securities, a subsidiary of Nation Bank/Cananda. From 1985 to 1987, Mr. Putnam served as President and Chief Operating Officer at Inference Corporation, a Rockefeller-backed AI company serving NASA, AmEx, and investment banks with LISP-based AI solutions, where Mr. Putman initiated an early algorithmic trading systems and funded the development of MarketMind, the first AI high frequency trading application, later to be delivered by Jeffries & Co and ITG, its publicly traded subsidiary. From 1979 to 1985, Mr. Putnam held senior positions at SEI Corporation, including President of its mutual funds division and head of Corporate Development, in which capacity he oversaw the acquisition and leadership of Becker Funds Evaluation, Merrill Lynch Funds Evaluation, and other smaller purchases. Prior to joining SEI, Mr. Putnam was a Senior Consultant at Catallactics Corporation (a subsidiary of SunGard), in which capacity he devised systematic portfolio management strategies for Bankers Trust Company, J.P. Morgan, The Boston Company, The Northern Trust Company, and other clients. From 1973 to 1978, he designed index fund and quantitative investment products at Bankers Trust Company, a trust company. His education includes NYU and Courant Institute, with double major in mathematics (topology) and computer science (matrix/cluster analysis).
Steven Gluckstern, 69
Director Nominee
Mr. Gluckstern currently serves as the Founding Board Member at three diverse and innovative organizations: Santa Fe Farms LLC (a 500+ acre farm in New Mexico using regenerative farming techniques to grow and process organic hemp initially for CTHC free cannabinoid production); Teachercraft, LLC (a new digitally-based education company focused on the improvement of student outcomes through the development and implementation of a curricular-based on-line Professional Learning systems designed for the retraining of America’s public school teachers); and the newly-formed #WeAre Foundation (a foundation built to amplify voices that emphasize our shared humanity through the connective power of the Arts.) Appointed by Governor Michelle Lujan Grisham in 2019, Mr. Gluckstern currently serves as Chair of the New Mexico Education Retirement Board which oversees the state’s $13 billion+ education trust fund. From 2011 to 2017, Mr. Gluckstern was the Chairman and Chief Executive Officer of Rio Grande Neurosciences, Inc, a medical technology firm pioneering the development of a wide range of electromagnetic field therapies. Mr. Gluckstern co-founded Centre Reinsurance in 1998, one of the fastest-growing reinsurance enterprises in history, which was acquired by Zurich Financial Services Group, a global insurance firm in 1993. At Centre Reinsurance, in addition to holding various executive and financial positions, Mr. co-founded the $4+ billion Capital Z Partners, an alternative asset/private equity management firm. Previously, Mr. Gluckstern worked for investor Warren Buffet from 1986 to 1987 and during that time served as General Manager of reinsurance operations for the Berkshire Hathaway Insurance Group, a holding company, President of Columbia Insurance Company, an insurance firm, and Senior Vice President of National Indemnity Company, an insurance firm. Earlier in his career he was Chief Financial Officer of Healthco Inc., then the world’s largest distributor of dental products from 1984 to 1986. Mr. Gluckstern has also applied his entrepreneurial skills to numerous educational programs and philanthropic causes, serving on a wide range of boards over the past 40 years. Mr. Gluckstern holds a B.A. and Honorary Doctorate from Amherst College, an Ed.D. and Honorary Doctorate from the University of Massachusetts, and an M.B.A. from the Stanford Graduate School of Business.
John L. Klinck Jr., 57
Director Nominee
Since 2016, Mr. Klinck is an active angel investor and a Managing Partner of Hyperplane Venture Capital, a venture capital firm, where he has led FinTech investing across a range of seed stage companies using advanced technologies such as machine learning to solve front and back office business problems. From 2006 to 2015, Mr. Klinck was an executive vice president at State Street, a global financial services firm, where he founded Alternative Investment Solutions providing hedge fund and private equity administration. He also founded the data and analytics business called Global Exchange and served as Head of Strategy/M&A. Before joining State Street in 2006, Mr. Klinck was a Vice Chairman at BNY Mellon, a global financial services firm, President of Investment Manager Solutions and CEO of the company’s European businesses. He is also a current member of the Boards of Directors of Cardlytics, XCHG and Notarize . Mr. Klinck has a BA from Middlebury College and an M.B.A from the Fuqua School of Business at Duke University.
Douglas C. Mangini, 60
Director Nominee
From June 2020 through December 2020, Mr. Mangini served as Senior Managing Director, Senior Advisor to Intermediary Distribution and member of Guggenheim Partners’ Senior Leadership Committee. From May 2012 through June 2020, Mr. Mangini served as Senior Managing Director, Head of Intermediary Distribution at Guggenheim Investments and member of Guggenheim Partners’ Senior Leadership Committee. Prior to joining Guggenheim, he held senior distribution roles at Morgan Stanley Investment Management and Nationwide Financial Services. Over his 30 plus year career in financial services industry, he has built and managed investment and insurance distribution platforms at firms including, Guggenheim Investments, Morgan Stanley Investment Management and Nationwide Financial Services. Within financial product distribution, Mr. Mangini has managed strategy, product, marketing, relationship management and sales groups. He has distributed a broad range of financial products including mutual funds, ETFs, alternative investments, UITs, retirement plans, annuities and life insurance to a broad spectrum of financial intermediaries including wirehouse and regional broker-dealers, independent broker-dealers, registered investment advisors, third-party investment advisors and retirement platforms. At Guggenheim and Morgan Stanley, he participated in the sale of ETF and mutual fund business units, respectively. Mr. Mangini received a BS Accounting from St. Joseph’s University and JD from New York Law School.

