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Better World Acquisition Corporation *

Better World Acquisition Corporation *

Oct 16, 2020 by Roman Developer

LIQUIDATION – 7/13/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be July 17, 2023.
    • The per-share redemption price will be approximately $10.91.

The below-announced combination was terminated on 5/18/23.  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: Heritage Distilling Holding Company, Inc. [TERMINATED]

ENTERPRISE VALUE: $122.2 million
ANTICIPATED SYMBOL: CASK

Better World Acquisition Corporation proposes to combine with Heritage Distilling Holding Company, Inc., a craft distiller of innovative premium brands.

  • Heritage Distilling Company, Inc.®, currently a subsidiary of Heritage Distilling Holding Company, Inc., was founded in 2011 by Justin and Jennifer Stiefel.
  • Heritage is among the premier independent, craft spirits distilleries in the United States offering a variety of whiskeys, vodkas, gins and rums produced mainly from local, sustainably sourced ingredients.
  • Heritage is the most awarded craft distillery in North America by the American Distilling Institute for the past nine years out of more than 2,600 craft distilleries.
  • To accelerate its national wholesale distribution growth strategy, Heritage founded the Tribal Beverage Network (TBN) to collaborate with Native American tribes and develop Heritage-branded distilleries, brands, and tasting rooms and to develop brands unique to the tribes, to serve patrons of tribal casinos and entertainment venues, creating compelling social and economic benefits for participating tribal communities while allowing the tribes another channel through which to exercise tribal sovereignty.
  • Heritage is a majority women-owned enterprise.

EXTENSION – 2/13/23 – LINK

  • The SPAC approved the extension from February 17, 2023 to August 17, 2023
    • 1,213,453 shares were redeemed at the meeting for approximately $10.60
    • $120K per month will be deposited into the trust account

EXTENSION – 5/18/22 – LINK

  • The SPAC approved the extension from August 17, 2022 to February 17, 2023.
    • Stockholders holding 2,818,237 shares (66.609%) of the Company’s common stock exercised their right to redeem for approximately $10.37/share
    • The Sponsor will contribute the lesser of $360K or $0.12 to extend

EXTENSION – 5/18/22 – LINK

  • On February 16, 2022, the Company extended the date by which the Company has to consummate a business combination from May 17, 2022, to August 17, 2022.
    • The Sponsor has notified the Company that it intends to deposit $500,000

EXTENSION – 2/16/22 – LINK

  • On February 16, 2022, the Company extended the date by which the Company has to consummate a business combination from February 17, 2022, to May 17, 2022.
    • The Sponsor has notified the Company that it intends to deposit an aggregate of $1,261,860 (representing $0.10 per public share)

TRANSACTION

  • Pursuant to the Agreement, each of Heritage and Better World will merge with newly-formed subsidiaries of Pubco, which itself is a newly-formed subsidiary of Better World.
  • As a result of such mergers, Heritage stockholders will receive new shares of Pubco and Better World security holders will exchange their securities of Better World for securities of Pubco.
  • The shares of Pubco common stock to be issued to the Heritage equity holders will have an aggregate value equal to $77.5 million, subject to adjustment for certain indebtedness of Heritage as determined in accordance with the Agreement, with each share of Pubco common stock valued at $10.00 per share.
  • Cash proceeds released from Better World’s trust account, which currently has approximately $44 million in cash, after any stockholder redemptions and payment of transaction expenses and other Better World liabilities, will remain with the combined company. Heritage and Better World are contributing into a CVR escrow account an aggregate of the equivalent of 4,000,000 shares of Pubco common stock and RSUs that will settle into shares of Pubco common stock.
  • The CVRs will provide Better World’s public stockholders who do not redeem their shares in connection with the transaction with downside protection.
  • The transaction implies a Pubco pro forma enterprise value of $122.2 million immediately after closing of the business combination assuming no redemptions by Better World stockholders and a redemption price of $10.52 per share.

BWAC Transaction Overview

PIPE

  • There is no PIPE for this Transaction.

LOCK-UP

Company & Sponsor:

  • Certain directors, officers and certain significant security holders of Heritage entered into a lock-up agreement with Pubco, Better World, and Heritage.
  • The Heritage security holders agreed not to sell any of their shares, during the period commencing from the Closing and ending on the 12-month anniversary of the Closing (subject to early release if Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party).
  • Notwithstanding the foregoing, 50% of the restricted securities shall be released in the event that the closing price of Pubco Common Stock on Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share for any 20 out of 30 consecutive trading days.

CONTINGENT VALUE RIGHT

  • Better World public stockholders who do not redeem their shares of SPAC Common Stock in connection with the Transactions will receive one contingent value right (“CVR”) in the SPAC Merger in addition to one share of Pubco Common Stock.
  • At the Closing, BWA Holdings LLC, Better World’s sponsor, will place 1,000,000 shares of Pubco Common Stock (the “Founder CVR Escrow Shares”), and certain Heritage security holders will place 3,000,000 shares of Pubco Common Stock from the Participant Consideration less the number of RSU CVR Shares (the “Company CVR Escrow Shares”) into escrow, for an aggregate of 4,000,000 shares of Pubco Common Stock to support the CVR, pursuant to a contingent value rights agreement (the “CVR Agreement”) to be entered into prior to the Closing, by and among the Holder Representative (on behalf of the Heritage stockholders), Pubco, the Sponsor and Continental Stock Transfer & Trust Company, as rights agent.
  • Upon the date that is 18 months from Closing (which date may be extended to 24 months following the Closing at the option of the Sponsor), CVR holders will be entitled to receive a number of escrowed shares (and earnings thereon other than ordinary dividends) designed to provide the CVR holders with a simple annual rate of return of 10% on the redemption price for their SPAC Common Stock based on the price of the Pubco Common Stock as of such 18 or 24 month anniversary and any amounts that they have received with respect to their shares of Pubco Common Stock through such time, including if the stock price drops below the price in the Closing Redemption, but solely to the extent of the escrowed shares and earnings thereon other than ordinary dividends, and up to a maximum of the equivalent of two shares of Pubco Common Stock for each CVR.
  • The number of shares to be released to the CVR holders will be allocated from the Heritage security holders’ and the Sponsor’s escrowed shares on a pro-rata basis, and any escrowed shares not released to CVR holders by the end of the CVR term will be released to the contributing Heritage security holders and the Sponsor on a pro-rata basis.

EARNOUT

Company:

  • Certain security holders of Heritage (the “Company Earnout Participants”) will have the contingent right to receive to up to an aggregate of 3,000,000 additional shares of Pubco Common Stock, including amounts attributable to Restricted Stock Unit Awards, as contingent consideration after the Closing based on Pubco’s net revenue performance for the years 2023, 2024 and 2025 and stock price performance during the 3-year period following the Closing, as follows:
    • An aggregate of 500,000 Earnout Shares will be issued to the Company Earnout Participants in the event that Pubco reports net revenue in its audited financial statements for the fiscal year ended December 31, 2023, equal to or in excess of $18,100,000 (the “2023 Net Revenue Earnout Milestone”).
    • An aggregate of 500,000 Earnout Shares will be issued to the Company Earnout Participants in the event that the VWAP of the Pubco Common Stock equals or exceeds $12.50 per share for 20 out of 30 consecutive trading days during the Earnout Period (the “First Price Earnout Milestone”).
    • An aggregate of 750,000 Earnout Shares will be issued to the Company Earnout Participants in the event that Pubco reports net revenue in its audited financial statements for the fiscal year ended December 31, 2024, equal to or in excess of $29,300,000 (provided that if the 2023 Net Revenue Earnout Milestone was not met and such Earnout Shares were not issued, an aggregate of 1,250,000 Earnout Shares will be issued to the Company Earnout Participants) (the “2024 Net Revenue Earnout Milestone”).
    • An aggregate of 750,000 Earnout Shares will be issued to the Company Earnout Participants in the event that the VWAP of the Pubco Common Stock equals or exceeds $15.00 per share for 20 out of 30 consecutive trading days during the Earnout Period (provided that if the First Price Earnout Milestone was not met and such Earnout Shares were not issued, an aggregate of 1,250,000 Earnout Shares will be issued to the Earnout Participants) (the “Second Price Earnout Milestone”)
    • An aggregate of 500,000 Earnout Shares will be issued to the Company Earnout Participants in the event that Pubco reports net revenue in its audited financial statements for the fiscal year ended December 31, 2025, equal to or in excess of $46,500,000 (provided that if any prior Earnout Shares were not previously earned and issued, the Company Earnout Participants will be entitled to receive all unissued Earnout Shares) (the “2025 Net Revenue Earnout Milestone”).

Sponsor:

  • At the Closing, the Sponsor will also contribute 500,000 of its Founder Shares (the “Sponsor Escrow Shares”) into an escrow account, which shares will be released as set forth below based on Pubco’s achievement of the earnout milestones set forth above (with any Sponsor Escrow Shares remaining in escrow at the end of the Earnout Period to be forfeited):
    • 100,000 of the Sponsor Escrow Shares will vest, no longer be subject to forfeiture and be released from the Sponsor Escrow Account at such time (if any) that the Company Earnout Participants are issued any Earnout Shares based upon the achievement of the 2023 Net Revenue Earnout Milestone
    • 100,000 of the Sponsor Escrow Shares will vest, no longer be subject to forfeiture and be released from the Sponsor Escrow Account at such time (if any) that the Company Earnout Participants are issued any Earnout Shares based upon the achievement of the First Price Earnout Milestone
    • 150,000 of the Sponsor Escrow Shares shall vest, no longer be subject to forfeiture and be released from the Sponsor Escrow Account at such time (if any) that the Company Earnout Participants are issued any Earnout Shares based upon the achievement of the 2024 Net Revenue Earnout Milestone
    • 150,000 of the Sponsor Escrow Shares will vest, no longer be subject to forfeiture and be released from the Sponsor Escrow Account at such time (if any) that the Company Earnout Participants are issued any Earnout Shares based upon the achievement of the Second Price Earnout Milestone
    • In the event that fewer than all of the Sponsor Escrow Shares have been released from the Sponsor Escrow Account based upon the achievement of the foregoing events, then any such remaining Sponsor Escrow Shares in the Sponsor Escrow Account will vest, no longer be subject to forfeiture and be released from the Sponsor Escrow Account at such time (if any) that the Company Earnout Participants are issued any Earnout Shares based upon the achievement of the 2025 Net Revenue Milestone

NOTABLE CONDITIONS TO CLOSING

  • The obligations of the parties to consummate the Transactions are subject to Better World and Pubco having cash and cash equivalents, including funds remaining in Better World’s trust account (after giving effect to the completion and payment of the Closing Redemption) and the proceeds of any transaction financing, following the payment or deduction of Better World’s and Pubco’s unpaid transaction expenses and indebtedness and other outstanding liabilities due and payable at the Closing and the Heritage Companies’ transaction expenses at least equal to $10,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated at any time prior to the Closing by either Better World or Heritage if the conditions to the Closing set forth in the Business Combination Agreement are not satisfied or waived by February 17, 2023.

ADVISORS

  • Ellenoff Grossman & Schole LLP is serving as legal advisor to Better World.
  • Pryor Cashman LLP is serving as legal advisor to Heritage.

MANAGEMENT & BOARD

Executive Officers

Rosemary L. Ripley, 66
Chairman of the Board of Directors, President and Chief Executive Officer

She has been a Managing Member and control shareholder of N*GEN since 2018. Ms. Ripley leads the firm’s focus on consumer companies with differentiated products and services in food and beverage, and personal and household care. She works actively on and with the boards of several portfolio companies including Zevia, Revolution Foods, Enzymedica, Nlyte Software, and Hyla Mobile. She also serves on the board of Heineken, N.V. Over her career in the consumer industry, Ms. Ripley has orchestrated transactions worth approximately $40 billion for a wide variety of companies, both large and small. Many of these transactions were with counter parties that are some of the largest multinational CPG companies in the world. Responsible for Corporate Business Development worldwide at Altria Group (previously Philip Morris Companies) from 1990 to 2005, Ms. Ripley helped accelerate growth at Altria’s operating companies, Kraft Foods and Miller Brewing Company, through expansionary growth plans and transformative acquisitions. Among the transformative transactions she led were the acquisition of Nabisco Foods, a $19 billion transaction, the initial public offering and spinout of Kraft Foods, raising $8.7 billion, and the $5.5 billion merger of Miller Brewing Company with South African Breweries. In addition to these transactions, Ms. Ripley has led numerous other transactions raising billions of dollars for a wide range of companies in the consumer industry. Prior to joining Philip Morris, she ran the Retail and Consumer Group in Investment Banking at two different boutique firms on Wall Street. Ms. Ripley also co-founded Circle Financial Group, a multi-family investment advisory firm, specializing in the investment needs of ultra-high net worth women, which has been re-branded Circle Wealth Management. She graduated cum laude from Yale University and received an MBA from the Yale School of Management. Ms. Ripley is the wife of Peter S.H. Grubstein, our Chief Financial Officer and a director.

Peter S.H. Grubstein, 65
Chief Financial Officer, Treasurer and Director

He is the founder and Managing Member of N*GEN, a venture capital and growth equity investment firm investing in healthy and sustainable living. Mr. Grubstein founded N*GEN in 2001 and has since been investing in sustainable businesses with innovative solutions to impact the world’s biggest problems. Mr. Grubstein has 40 years of experience as an entrepreneur, operating executive, and venture capital investor and has grown N*GEN from one of the earliest to invest in sustainable technologies, to a firm with three funds, raising over $500 million. At N*GEN, he invests in healthy living, which includes consumer-facing brands and services that span various sectors, from personal care to energy efficiency products and innovative agricultural solutions, all with the goal of changing consumer behavior to improve consumer and environmental health. Prior to founding N*GEN, Mr. Grubstein made diverse private investments, ranging from leveraged buyouts and leveraged recapitalizations to early venture investments in materials science enterprises. Earlier in his career, he was CEO of American Tanning, a manufacturing business owned by his family, from 1982 to 1983. Subsequently at KD/P Equities. J.B. Poindexter & Co. and Grubstein Holdings, LTD., he worked on investments such as Carolina Steel Corporation and focused on supply chain and logistics efficiencies to drive profitability, including selecting acquisitions to improve overall operations for businesses that reach a certain scale. Mr. Grubstein is currently a member of the Board of Directors of Enzymedica, a provider of digestive enzyme supplements. Mr. Grubstein is a graduate of Yale University. Mr. Grubstein is the husband of Rosemary L. Ripley, our Chairman and Chief Executive Officer.

Shay Murphy, 37
Vice President and Secretary

Mr. Murphy has been with N*GEN for over five years since he began as an associate after graduating from business school in 2015 and is currently a partner. He leads N*GEN’s focus on smart cities and sustainable food systems and also supports the healthy consumer investment strategy. His duties include current portfolio management, new deal pipeline and diligence, financial modeling, and fundraising. Mr. Murphy is current a member of the Board of Directors of BrightFarms, Inc. and Encycle Corporation. From 2012 to 2013, Mr. Murphy worked at DG Energy Partners, a solar energy financial advisory start-up where he sourced and evaluated prospective new commercial-scale solar projects and developed a project finance and feasibility model that was sold and disseminated to DG Energy Partners’ financial and EPC clients. In 2006, Mr. Murphy began his career at Citigroup Global Markets in the fixed income capital markets division where his primary role was providing debt restructuring and refinancing solutions for sponsor-backed companies, corporates, and sovereign nations. Until he left in 2011, Mr. Murphy was involved in the restructuring or refinancing of over $200 billion of debt, including the $38 billion debt exchange for GMAC in December 2008. Mr. Murphy holds an MBA from NYU Stern School of Business and a B.A. in Philosophy from Columbia University where he played varsity football.

 

Board of Directors

Brad Oberwager, 50
Director 

Mr. Oberwager has spent his career in technology and consumer focused companies. He is an experienced board member and has served on multiple boards. Currently, he is member of the board of directors of Asure Software (NASDQ: ASUR) and chairs its compensation committee. Mr. Oberwager is also on the boards of TEGSCO (aka AutoReturn), an information services company, Linden Lab (owner of Second Life), a developer of digital entertainment, Jyve Corporation, a talent marketplace, where he is Chairman, and Sundia Corporation, a food company, where he is also Chairman. He also owned Bare Snacks, a food company acquired by PepsiCo in 2018. From July 2017 to June 2018, he was Vice-chair of YPO International, a global organization of 25,000 CEOs. He is licensed with the Nationwide Multistate Licensing System & Registry. Mr. Oberwager received his BS from Georgetown University and his MBA from the Wharton School.

Kristopher Wood, 49
Director 

Mr. Wood is a private investor in numerous private start-ups and in smaller established businesses where he often assumes an operating role in repositioning the business for dynamic growth and enhanced profitability. He has served as the President of Impact Health Biometric Testing, Inc., a provider of rapidly deployed, turn-key, COVID-19 testing programs at scale, since March 2020. Mr. Wood leads the development of Impact Health’s COVID-19 programs and oversees its operations and strategy. From 2012 to April 2018, Mr. Wood served as the Chief Investment Officer for Lurie Holdings, Inc., a family office, where he worked on the turnaround, sale and integration of a number of Lurie investments, including Joint Juice, which later acquired Premier Nutrition. He served as Executive Chairman of the combined company from September 2012 to August 2013 where he was active in integrating the two companies and led the subsequent sale of Premier Nutrition to Post Holdings. From 2011 to 2012, Mr. Wood was Head of Strategy for NewPage Corporation, a large freesheet paper manufacturer. From 2009 to 2011, he was Head of Strategy for Worldcolor, a large printing company. Earlier in his career, Mr. Wood was a member of the investment team at several middle market private equity companies including MidOcean Partners where he sourced investments and took active leadership roles and a member of the Global Finance Group of Deutsche Bank Securities. Mr. Wood was a director of Viamet Pharmaceuticals and was also a member of the Finance Committee of the Lurie Children’s Hospital of Chicago. He graduated cum laude with a B.S. in economics from The Wharton School of the University of Pennsylvania. We believe Mr. Wood is well-qualified to serve as a member of our board of directors due to his experience as a business leader in a variety of industries and his contacts and relationships.

Jennifer Prosek, 51 [Resigned 4/19/22]
Director 

Ms. Prosek has served as the founder and CEO of Prosek Partners, a public relations and financial communications consultancy since 1995. She is a published author and frequent speaker. Ms. Prosek is on the board of directors of the Arthur W. Page Society and BritishAmerican Business. She received her MBA from Columbia University and a B.A. in English literature from Miami University. We believe Ms. Prosek is well-qualified to serve as a member of our board of directors due to her experience as a leader in the public relations industry and her contacts and relationships.

Robert M. Chiste, 74 [Appointed 4/19/22]
Director 

Mr. Chiste has served as the Chairman of Encycle Corporation since July 2012 and also served as its Chief Executive Officer from 2015 to 2022. Mr. Chiste has served as a director of MetOx Technologies, Inc. since November 2020. He served as the Chairman of Enbala Power Systems from May 2012 to October 2019 and also served as its interim CEO from 2014 to 2015. Mr. Chiste was the Chairman, CEO and President of Comverge, Inc from September 2001 to June 2009. He also served as President and CEO of Allwaste, Inc. from October 1994 to August 1997. In addition, he served as a senior executive in several public companies, including Transco Energy Venture Companies, from 1988 to 1993, and Enron Corporation, through a series of acquisitions, from 1980 to 1988. Mr. Chiste also served as the Chief Executive Officer of Sorfina Capital, a family investment fund focused on early-stage clean energy and traditional energy services, from 1998 to 2022. Mr. Chiste received a BA in Mathematics from The College of New Jersey, a JD from Rutgers University School of Law and a MBA from Rutgers University School of Business.

ByRoman Developer