Colonnade Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Ouster
ENTERPRISE VALUE: $1.57 billion
ANTICIPATED SYMBOL: OUST
Ouster, Inc. (“Ouster”) a leading provider of high-resolution digital lidar sensors for the industrial automation, smart infrastructure, robotics, and automotive industries, and Colonnade Acquisition Corp. (NYSE: CLA) (“Colonnade”)announced their entry into a definitive merger agreement (the “Merger Agreement”). Upon closing of the business combination, the combined company will operate as Ouster, Inc., and is expected to remain listed on the NYSE under the ticker symbol “OUST”.
Ouster invented its digital lidar in 2015 and is a leading manufacturer of high-resolution digital lidar sensors used throughout the industrial automation, smart infrastructure, robotics, and automotive industries. Ouster has hundreds of customers that have incorporated lidar sensors in current products or those in development for imminent commercial release.
Ouster is a leading provider of high-resolution digital lidar sensors that give advanced 3D vision to robots, vehicles, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world, and enabling safe autonomy. With its patented digital lidar technology, Ouster designs and manufactures sensors across each of its four target markets: 1) industrial automation; 2) smart infrastructure; 3) robotics; and 4) automotive.
TRANSACTION SUMMARY
The business combination values Ouster at an approximately $1.6 billion pro forma post-money enterprise value at a share price of $10.00, assuming no redemptions by Colonnade shareholders and no purchase price adjustments. All current Ouster stockholders will roll the entirety of their existing equity holdings into the combined company. The $100 million fully committed common stock PIPE includes investments from existing investors.
The boards of directors of both Ouster and Colonnade have unanimously approved the proposed business combination, which is expected to be completed in the first half of 2021, subject to, among other things, the approval by Colonnade’s shareholders and Ouster’s shareholders, satisfaction of the minimum cash condition, which is equal to the $100 million committed common stock PIPE investment at $10.00 per share obtained in connection with the entry into the Merger Agreement, and certain other customary closing conditions stated in the Merger Agreement.
PIPE
- 10,000,000 shares of the Ouster PubCo common stock for an aggregate purchase price equal to $100,000,000, a portion of which is expected to be funded by:
- An affiliate of Colonnade Sponsor LLC (the “Sponsor”), and certain additional investors including:
- Existing investors: Cox Enterprises, Fontinalis Partners, and WWJr Enterprises
- An affiliate of Colonnade Sponsor LLC (the “Sponsor”), and certain additional investors including:
LOCK-UP
- Sponsor’s restrictions end on the date that is one year after Closing, or are subject to an early price-based release if the price of the shares equals or exceeds $12.00 per share for any twenty trading days within any thirty-day trading period at least 150 days after the merger and the Domestication
- Ouster stockholders are subject to similar restrictions on transfer with respect to the Lock-up Shares pursuant to the form of Bylaws to be adopted by Ouster PubCo substantially concurrently with the Closing. Such restrictions with respect to Lock-up Shares held by Ouster stockholders begin at Closing and end on the date that is 180 days after Closing.
SUPPORT AGREEMENT
- Support agreements by and among Colonnade, Ouster, and the Sponsor, have been signed to agree to support the transaction
NOTABLE CONDITIONS TO CLOSING
- Minimum cash closing condition of $100,000,000, defined as the amount of cash available in:
- (x) the trust account, after redemptions (if any), but prior to payment of:
- (a) any deferred underwriting commissions being held in the Trust Account and
- (b) any transaction expenses of CLA or its affiliates plus:
- (y) the PIPE Investment is at least equal to $100,000,000.
- (x) the trust account, after redemptions (if any), but prior to payment of:
NOTABLE CONDITIONS TO TERMINATION
- The transaction may be terminated if the Closing has not occurred on or before June 30, 2021
ADVISORS
- Citi is serving as financial advisor to Ouster
- Latham & Watkins LLP is serving as legal advisor to Ouster
- Barclays and BTIG, LLC are serving as Financial and Capital Markets Advisors to Colonnade
- White & Case LLP is serving as Legal Advisor to Colonnade
- Barclays and BTIG, LLC also acted as placement agents to Colonnade in connection with the PIPE offering.
COLONNADE MANAGEMENT & BOARD
Executive Officers
Remy W. Trafelet, 50
Chief Executive Officer and Director
Mr. Trafelet is 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 financial services, energy, technology and agriculture. 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 $5.5 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 $2.0 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 graduated from Phillips Exeter Academy and earned an A.B. from Dartmouth College, where he graduated with honors and was named a Presidential Scholar. Mr. Trafelet is a Chartered Financial Analyst.
Board of Directors
Joseph S. Sambuco, 59
Chairman of the Board
Mr. Sambuco is the Chairman and Chief Executive Officer of Colonnade which he founded along with Prudential Real Estate Investors 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 hotel investment and operating company. Prior to forming Colonnade, Mr. Sambuco was a Managing Director and the Chief Financial Officer of the Taylor Simpson Group, a real estate investment and asset management firm that acquired LF Property Investment Company, the real estate division of Lazard Frères & Co LLC, where he began his career in 1982. Mr. Sambuco was actively involved Lazard’s financial advisory practice where he was responsible for advising clients about the real estate components for their mergers and acquisitions, restructurings, and financings. Mr. Sambuco holds a B.A. in accounting from Rutgers University, which he graduated from in 1982. 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.
James C. Flores, 60
Director
Mr. Flores has served as Chairman, Chief Executive Officer, and President of Sable Permian Resources since May of 2017. Sable engages in the acquisition, consolidation and optimization of oil and gas upstream opportunities in the Permian Basin in West Texas. Since 1982, Mr. Flores has had an extensive career in the oil and gas industry in the roles of Chairman, Chief Executive Officer, and President of one private and four public oil & gas exploration and production companies listed on the New York Stock Exchange. Initially, in 1994, he led Flores & Rucks, Inc. (NYSE:FNR) and then Ocean Energy Inc. (NYSE:OEI) in 1997. In 2001, he became the Chairman and CEO of Plains Resources Inc. (NYSE:PLX) where under his leadership the exploration and production assets of PLX were spun off into Plains Exploration & Production Company (NYSE:PXP). Mr. Flores served in the capacity of PXP’s Chairman, CEO, and President where, after 10-plus years of substantial growth, PXP was acquired by Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX) in May of 2013 where Mr. Flores served as Vice Chairman of FCX until November 2015. Prior to Sable Permian Resources, Mr. Flores served as Chairman and CEO of Freeport-McMoRan Oil & Gas, a wholly owned subsidiary of Freeport-McMoRan Inc., the world’s largest publicly traded copper producer. Mr. Flores graduated from Louisiana State University with B.S. degrees in corporate finance and petroleum land management. He is a member of the National Petroleum Council, serves as Trustee for the Baylor College of Medicine and is a Director for the Waterfowl Research Foundation. He was inducted into the All-American Wildcatters in 1999 and is a member of the World Presidents’ Organization. He was recognized as the Executive of the Year in 2004 in Oil and Gas Investor magazine. In addition, Mr. Flores and his wife, Cherie, have endowed the LSU Flores MBA program. The Flores are dedicated supporters to many philanthropic causes and organizations focusing on Medical, Arts, Academic, Service and Conservation efforts ranging locally from the United Way to national support of the Nature Conservancy and Ducks Unlimited.
Emil W. Henry, Jr., 59
Director
Emil is the Founder, Chief Executive Officer and a Managing Director at Tiger Infrastructure Partners. Emil 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, Emil 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. Emil 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. Emil 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. Emil currently serves on the boards of Easterly Government Properties, StoneCastle Financial, and numerous boards of Tiger Infrastructure portfolio companies. Emil 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, 59
Director
Manny is an executive managing director and member of JLL Capital Markets, Americas’ Executive Committee. He joined JLL as part of the HFF acquisition and serves as co-head of the firm’s National Investment Advisory Group. Manny 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, Manny 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, Manny 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.