Forum Merger III Corporation

Forum Merger III Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Electric Last Mile, Inc. (“ELMS”)

ENTERPRISE VALUE: $9.0 billion
ANTICIPATED SYMBOL: ELMS

Forum Merger III Corp. proposes to combine with Electric Last Mile, Inc. (“ELMS”), an electric vehicle (EV) company focused on creating efficient and reliable last mile solutions. Upon closing of the transaction, which is expected to occur in the first quarter of 2021, the combined company will be named Electric Last Mile Solutions, Inc. and will continue to be listed on the Nasdaq Capital Market under the new ticker symbol, “ELMS.” The transaction reflects a pro forma implied equity value for the combined company of approximately $1.4 billion.

ELMS Highlights:

  • Significant Last Mile Market Opportunity Driving Explosive Demand for Delivery Vehicles
    • Fast-approaching $1 trillion North American ecommerce market has driven the need for lower cost delivery and fleet efficiency
    • Broad push for green/sustainable products and solutions
  • Anticipated First-Mover Advantage in Last Mile Segment
    • Expected first-mover in the electricClass 1 commercial vehicle segment in the U.S.
  • Established, Agile Manufacturing Footprint Offering Fast Time to Market
    • Plant already retrofitted for EV production
    • Experienced workforce available for volume ramp up
    • Supply chain identified
  • Go-to-Market Strategy and Partnerships Driving Large Customer Pipeline
    • Verified customer demand with more than 30,000 pre-orders representing over $1.0 billion of anticipated revenue
  • World-Class Leadership and Execution Team with Track Record of Success
    • Deep experience across global OEMs, EV start-ups and technology providers
    • Proven ability to design, develop and commercially produce vehicles at scale
  • Capital-Efficient Business Model
    • Capital efficient business model underpinned by historical platform investment, low cost sourcing and production facility readiness

TRANSACTION

The transaction reflects a pro forma implied equity value for the combined company of approximately $1.4 billion at closing, at a $10.00 per share price and assuming no redemptions by Forum shareholders. The cash remaining in the combined company at closing will be funded by Forum’s cash in trust as well as a private placement anchored by institutional investors, including BNP Paribas Asset Management Energy Transition Fund and Jennison Associates LLC, that will close concurrently with the merger.

The transaction is expected to be completed in the first quarter of 2021.

forum merger iii transaction overview


PIPE

  • An aggregate of 13.0 million shares of Common Stock at $10.00 per share, for an aggregate purchase price of $130,000,000
  • PIPE includes proceeds from $25.0 million of convertible notes issued by ELMS that will convert into PIPE shares at closing.

CONVERTIBLE NOTES

  • An aggregate principal amount of approximately $25,000,000 (the “Convertible Notes”).
  • Forum will enter into a joinder to the Convertible Notes, pursuant to which:
    • (1) the outstanding principal and accrued interest on the Convertible Notes will convert at Closing into shares of Common Stock, at a conversion price per share equal to the product of:
      • (i) the price per share paid by the PIPE Investors in the PIPE Investment multiplied by
      • (ii) 0.90909 and
    • (2) Forum will agree to provide registration rights to the holders of Convertible Notes relating to the issuance of Common Stock upon the conversion of the Convertible Notes.

LOCK-UP

the Sponsor will agree that it will not transfer shares of Common Stock held by it prior to the earlier of:

  • (x) twelve months after the Closing,
  • (y) the date on which the last sales price of Common Stock equals or exceeds $12.00, subject to adjustment as provided therein, for any 20 trading days in any 30-consecutive-day trading period commencing at least 150 days after the Merger and
  • (z) the date on which Forum completes a transaction that results in all of Forum’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Each of the Sponsor and Jefferies LLC will agree that they will not transfer units obtained in a private placement completed in connection with Forum’s initial public offering until 30 days after Closing.

ELMI Stockholders will agree that they will not transfer shares of Common Stock received as consideration in the Business Combination until six months after the Closing; provided, that, Jason Luo and James Taylor will agree that they will not transfer:

  • (i) any shares of Common Stock received as consideration in the Business Combination until 12 months after the Closing and
  • (ii) 50% of such shares until 24 months after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Forum has, including any proceeds from Forum’s private investment in public equity financing and net of any redemptions, at least $125,000,000 unrestricted cash on hand at the Closing.

The Closing is subject to the following contracts having been executed in form and substance acceptable to Forum, in its sole discretion:

  • (i) a lease agreement between ELMI and SF Motors Inc. (d/b/a SERES) (“SERES”) relating to a manufacturing plant located in Mishawaka, Indiana,
  • (ii) an exclusive IP license agreement and exclusive patent license agreement between ELMI and SERES relating to the license and/or transfer by SERES to ELMI of certain patents and other key intellectual property,
  • (iii) a transition services agreement between SERES and ELMI, and (iv) a supply agreement between ELMI and Chongqing Sokon Motor (Group) Imp. & Exp. Co., Ltd., a subsidiary of SERES’ majority stockholder, Chongqing Sokon Industry Group Stock Co. Ltd. (the foregoing collectively referred to as the “Carveout Transaction”).

NOTABLE CONDITIONS TO TERMINATION

  • By either Forum or ELMI, if the Closing has not occurred on or before June 30, 2021 (the “Outside Date”).
  • By Forum on or after January 31, 2020, if at such time the Carveout Transaction documents have not been executed in form and substance acceptable to Forum, in its sole discretion.

ADVISORS

  • Jefferies LLC is serving as exclusive financial advisor to Forum.
  • White & Case LLP is serving as legal advisor to Forum.
  • Jefferies LLC is serving as placement agent on the PIPE offering.
  • Foley & Lardner LLP is serving as legal advisor to ELMS.

MANAGEMENT & BOARD


Executive Officers

Marshall Kiev, 52
Co-Chief Executive Officer, President & Director

Mr. Kiev has over 28 years of deal sourcing and principal investment experience in both family office and private equity settings. He has been the President and Founder of MK Capital Partners, a private investment firm, since 2016. The firm’s primary investment strategies include direct private equity, growth equity and venture capital. Mr. Kiev has been the Co-Chief Executive Officer, President and Director of Forum II since May 2018. Mr. Kiev was Co-Chief Executive Officer, President and Director of Forum I until its business combination with ConvergeOne (Nasdaq: CVON). Mr. Kiev was previously a Director of Cohen Private Ventures, or CPV, from 2013 to 2016. CPV is a family office investing long-term capital in direct private investments and other opportunistic transactions. Prior to his position with CPV, Mr. Kiev was Chief of Staff at S.A.C. Capital Advisors, L.P., an investment firm, from 2010 to 2013. Prior to joining S.A.C., Mr. Kiev was President of Alternative Investments at Family Management Corporation, a multi-family office, from 2007 to 2009, where he oversaw a portfolio of investments in hedge funds and private equity funds. Previously, Mr. Kiev was a Partner at Main Street Resources, a middle-market private equity firm, from 2000 to 2007. He began his career in 1989 at Family Management Corporation where he held a variety of roles over more than a decade. Mr. Kiev is an active member of the Young Presidents’ Organization. Mr. Kiev received an MBA degree from the Stern School of Business at New York University and a BA degree also from New York University.


 

Board of Directors

David Boris, 60
Co-Chief Executive Officer, Chief Financial Officer & Director

Mr. Boris has been the Co-Chief Executive Officer, Chief Financial Officer and Director of Forum II since May 2018. He served as Co-Chief Executive Officer, Chief Financial Officer and Director of Forum I from its inception in November 2016 until Forum I’s business combination with ConvergeOne and served as a member of ConvergeOne’s board of directors from the business combination until ConvergeOne’s acquisition by CVC in January 2019 at $12.50 per share. He has over 30 years of Wall Street experience in mergers and corporate finance and has been involved in approximately 20 SPAC transactions as an advisor, investment banker and/or officer or board member, including ten business combinations totalling over $5.0 billion. Mr. Boris was a Director of Pacific Special Acquisition Corp. from July 2015 until August 2017. From November 2010 to May 2013, Mr. Boris served as Chairman of Primcogent Solutions LLC, leading the board during the period of the company’s preparation to seek reorganization by way of a voluntary bankruptcy petition, which was filed in 2013. Mr. Boris served as Senior Managing Director and Head of Investment Banking at Pali Capital, Inc., an investment banking firm, from 2007. Mr. Boris served as President of Ladenburg Thalmann Group Inc. from 1999 to 2000, and was also Executive Vice President and Head of Investment Banking at Ladenburg Thalmann & Co. Inc. from 1998 to 2000. In addition, he was a co-founder, director, and a principal stockholder of Brenner Securities Corporation and its successors. Prior to Brenner, Mr. Boris was at Oppenheimer & Company Inc., as a Senior Vice President and Limited Partner. Mr. Boris began his career as a member of the Business Development Group of W.R. Grace & Company, from 1984 to 1985. He is an active member of the Young Presidents’ Organization, an organization with over 25,000 members who are in the top position of a qualifying company or division and are directly responsible for all operations of such business or division. Mr. Boris received a M.B.A. from Columbia University Business School and a B.A. from Vassar College, cum laude.


Neil Goldberg, 67
Director

Mr. Goldberg has been a Director of Forum II since August 2018. Mr. Goldberg served as a director of Forum I from initial public offering until the business combination with ConvergeOne. He has 45 years of retailing, merchandising, general management and real estate experience. Mr. Goldberg has served as President and CEO of Raymour and Flannigan Furniture and Holdings, one of the largest furniture retailers in the United States, since 1972. He has led the growth of Raymour and Flannigan from three local stores to its current 106 locations across seven Northeast states employing more than 4,700 people. In addition, Mr. Goldberg has been active on numerous national industry boards including the National Home Furnishing Association, the Home Furnishing Council, the American Furniture Hall of Fame and FurnitureFan.com. He has also participated on the board of local and national charitable organizations including the HSBC Bank Regional Board, the Metropolitan Development Association, Say Yes to Education, the Salvation Army of Central New York and the Syracuse University School of Management. Mr. Goldberg has been honored for his work as a recipient of the Ernst and Young Entrepreneur of the Year, the City of Hope Spirit of Life Award and the Anti-Defamation League American Heritage Award. Mr. Goldberg received a B.S. in accounting from the Syracuse University School of Management.


Richard Katzman, 63
Director 

Mr. Katzman served as a Director of Forum Merger I & II Corporations and is a private investor in early-stage companies and a member of the New York Angels investing group. He is also an Executive Director and board member of Noodle Education, a leading provider of online Masters programs and other education services, based in New York City. Mr. Katzman was previously a director of ConvergeOne. Mr. Katzman was Chairman & CEO of Kaz, Incorporated, a multinational consumer appliance company, until its sale in December 2010. Kaz’s products include humidifiers, vaporizers, digital thermometers, hot/cold therapy, heaters, fans, and air cleaners. Under his leadership, the company grew from $4 million in annual sales to $500 million by expanding its product offerings, developing international distribution, and pioneering brand extension licensing with global power brands Vicks, Honeywell and Braun. Mr. Katzman also co-founded Terra Firma Software, a provider of enterprise solutions and an early developer of Macintosh applications. Mr. Katzman was a board member of Brown University’s Entrepreneurship Program, the Executive in Residence for the first cohort of the IE-Brown Executive MBA program in 2011-12 and has been a judge in several business plan competitions. Mr. Katzman is on the NY board of Generation Citizen, which provides action civics curriculums to high schools. He was a board member of Princeton Review from its founding in 1982 until 2012 and was a trustee of Columbia Memorial Hospital in Hudson, NY. He is also a member of the Young Presidents’ Organization. Mr. Katzman graduated with an A.B. from Brown University and attended the Singularity University Executive Program.


Steven Berns, 55
Director 

Mr. Berns has served as a director of Forum II since August 2018. Mr. Berns is the Chief Financial Officer of GTT Communications, Inc. (NYSE: GTT), a leading global cloud networking provider for multinational clients. Mr. Berns served as a director of Forum I. From September 2015 through July 2019, Mr. Berns served as the Co-Chief Operating Officer and Chief Financial Officer of Shutterstock, Inc. (NYSE: SSTK), a leading global provider of high-quality licensed photographs, vectors, illustrations, videos and music to businesses, marketing agencies and media organizations around the world. From July 2013 through August 2015, Mr. Berns served as Executive Vice President and Chief Financial Officer of Tribune Media (formerly Tribune Company), one of the country’s leading multimedia companies, operating businesses in broadcasting, publishing and digital media. Prior to that time, Mr. Berns was the Executive Vice President and Chief Financial Officer of Revlon, Inc. (NYSE: REV), a worldwide cosmetics and beauty products company, from May 2009 to July 2013. Prior to that time, Mr. Berns was Chief Financial Officer of Tradeweb, LLC, a leading over-the-counter, multi-asset class online marketplace for securities trading and trade processing, from November 2007 until May 2009. From November 2005 until July 2007, Mr. Berns served as President, Chief Financial Officer and Director of MDC Partners Inc. (Nasdaq: MDCA) and from September 2004 to November 2005, Mr. Berns served as Vice Chairman and Executive Vice President of MDC Partners. Prior to that, Mr. Berns was the Senior Vice President and Treasurer of Interpublic Group of Companies, Inc., (NYSE: IPG) an organization of advertising agencies and marketing services companies from August 1999 until September 2004. Before that, Mr. Berns held a variety of positions in finance at Revlon, Inc. from April 1992 until August 1999, becoming Vice President and Treasurer in 1996. Prior to joining Revlon in 1992, Mr. Berns worked at Paramount Communications Inc. and at a predecessor public accounting firm of Deloitte & Touche. Mr. Berns has served on several boards including Shutterstock, Inc. (from 2012 to 2015 as Director and Chairman of the Audit Committee), LivePerson, Inc. (Nasdaq: LPSN from 2002 to 2011 as Director and Chairman of the Compensation Committee). Mr. Berns received a BS from Lehigh University and an MBA from the Stern School of Business at New York University.


Jeffrey Nachbor, 54
Director 

Mr. Nachbor has been a Director of Forum II since August 2018. Mr. Nachbor has served as ConvergeOne’s Chief Financial Officer since September 2013. From 2008 until 2013, Mr. Nachbor served as Senior Vice President of Finance & Chief Accounting Officer of Leap Wireless International, Inc., a telecommunications company which was later acquired by AT&T Inc. From September 2005 to March 2008, Mr. Nachbor served as Senior Vice President and Corporate Controller of H&R Block, Inc. (NYSE: HRB). From February 2005 until August 2005, Mr. Nachbor served as Chief Financial Officer and Treasurer of Sharper Image Corporation, a consumer electronics retailer. From 2003 to 2005, Mr. Nachbor served as Senior Vice President and Corporate Controller of Staples, Inc., a business supplies and equipment retailer. Mr. Nachbor holds a B.A. in accounting from Old Dominion University, an M.B.A. from University of Kansas, and is a Certified Public Accountant.