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LionHeart Acquisition Corporation II *

LionHeart Acquisition Corporation II *

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: MSP Recovery, LLC

ENTERPRISE VALUE: $32.634 billion
ANTICIPATED SYMBOL: MSPR

LionHeart Acquisition Corporation II proposes to combine with MSP Recovery, LLC, which specializes in Medicare Secondary Payer recovery rights and the recovery of improperly paid Medicaid, and commercial payments.

Founded in 2014, MSP Recovery has become a Medicare, Medicaid, commercial, and secondary payer reimbursement recovery leader, disrupting the antiquated healthcare reimbursement system with data-driven solutions to secure recoveries against responsible parties, while providing the industry with comprehensive compliance solutions.

MSP’s proprietary multi-level data-analytics platform currently deploys more than 1,400 algorithms and other leading technology to aggregate and analyze data from more than 600 data funnels to identify and pursue recoverable claims. The funnels are applied to data from more than 100 leading healthcare providers and insurance company clients, legal filings from across the country, including private lien agreements, and numerous third-party databases help enrich this data.

MSP is currently pursuing the more than $50 billion it owns in billed amounts against insurance companies that have primary payment responsibility as well as medical and pharmaceutical manufacturers that either caused the expenditure of medical treatment or inflated their prices against the law. MSP’s $50 billion in billed amounts is projected to grow to $263 billion.


SUBSEQUENT EVENT- 1/3/23 – LINK

  • The “LIFW” ticker symbol will replace the Company’s current ticker symbol for its common stock, “MSPR”.
    • Additionally, the Company’s publicly traded warrants to purchase common stock will begin trading under the ticker symbols “LIFWW” and “LIFWZ”, thus replacing the Company’s ticker symbols for its publicly traded warrants, “MSPRW” and “MSPRZ”, respectively.

SUBSEQUENT EVENT- 5/13/22 (8-K LINK)

Funded Equity Facility

  • On May 13, 2022, Lionheart Acquisition Corporation II entered into a non-binding term sheet with an affiliate of Cantor Fitzgerald & Co.
    • Upon negotiation and execution of a definitive forward purchase agreement between the parties with respect to the proposed transaction, Cantor may purchase from public stockholders of LCAP who have elected to redeem their shares up to 3.5 million shares prior to the closing of LCAP’s business combination.
    • At any time after acquiring any such FEF Shares and prior to the Settlement Date, Cantor may sell the FEF Shares at its sole discretion in one or more transactions, publicly or privately, at any price.

Committed Equity Facility

  • Upon negotiation and execution of a definitive purchase agreement between the parties with respect to the proposed transaction, the Company will have the right, from time to time at its option, to sell to Cantor up to $1 billion in Shares. Upon the Company’s delivery of a purchase notice, Cantor would be required to buy a specified percent of the daily trading volume of the Shares (subject to a maximum of 33%) on the day Cantor receives such purchase notice.
    • The Facility would terminate on the earliest of:
      • (i) 36 months
      • (ii) the sale of the Shares at the Aggregate Limit; and
      • (iii) termination by the Company upon 10 days’ notice.
  • The parties intend to negotiate and execute a definitive purchase agreement to reflect the above terms; however, until such purchase agreement is signed by all the parties, with the exception of a three-month exclusivity arrangement, no party will have any liability to any other party with respect to the proposed transaction.

SUBSEQUENT EVENT- 5/10/22 (8-K LINK)

  • The SPAC announced that its Board of Directors has declared a dividend in the form of approximately 1,029,000,000 warrants which will be issued to non-redeeming shareholders.
    • Each share of Class A Common Stock outstanding as of the close of business on the date of Closing (“Record Date”) will be entitled to New Warrants in an amount equal to the quotient calculated as:
      • (a) 1,029,000,000 divided by
      • (b) (i) the aggregate number of shares of Class A Common Stock outstanding as of the Record Date less (ii) any shares of Class A Common Stock held by any Member or any of their respective designees who may receive Closing Equity Consideration as of the Record Date, with such quotient rounded down to the nearest whole number.
    • The New Warrants will be issued on the 10th day following the Closing, or on the earliest date reasonably practicable thereafter.
    • The number of New Warrants to be distributed is contingent upon the aggregate number of shares of Class A Common Stock that are redeemed in connection with the Business Combination.
    • The New Warrants will be subject to certain anti-dilution adjustments and become exercisable 30 days following the Closing, expiring five years from the date of Closing.
    • The Company also announced today that it has entered into an amendment (the “Amendment”) to the warrant agreement.
      • The Amendment permits holders of warrants (the “Existing Warrants”) issued in connection with the Company’s initial public offering to exercise the Existing Warrants beginning 10 days following the Closing (rather than the current 30 days) and on a cashless basis at the holder’s preference.
      • Pursuant to the anti-dilution adjustment terms of the Existing Warrant Agreement, the New Warrant dividend is expected to cause the exercise price of the Existing Warrants to decrease to $0.0001 after giving effect to the issuance of the New Warrants.
      • The Company plans to register the issuance of shares underlying the Existing Warrants and the resale of shares underlying the New Warrants on a Form S-1 to be filed following the Closing (the “Form S-1”).

SUBSEQUENT EVENT- 3/16/22 (8-K LINK)

  • On March 11, 2022, Lionheart Acquisition Corporation II (“LCAP”) entered into Amendment No. 3
    • The Amendment provides for the extension of the Outside Closing Date (as defined in the MIPA) from March 31, 2022 to June 30, 2022.

EXTENSION- 1/27/22 (8-K LINK)

  • On January 27, 2022, Lionheart Acquisition Corporation II filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”).
    • The Extension Amendment extends the date by which the Company must consummate its initial business combination from February 18, 2022 to August 18, 2022.

TRANSACTION

  • The business combination values MSP at a $32.6 billion pro forma enterprise value, excluding cash on the balance sheet.
  • The transaction is anticipated to generate gross proceeds of up to approximately $230 million of cash, assuming no redemptions by Lionheart’s public stockholders.
  • Upon completion of the business combination and subject to compliance with applicable law, approximately 1.029 billion Additional Warrants will be issued to former Lionheart stockholders who have not elected to redeem their shares of Lionheart common stock in connection with the business combination.
    • Each Additional Warrant will represent the right to purchase one share of the combined company’s common stock at $11.50 per share with a 5-year tenor.
    • See ADDITIONAL WARRANTS for more details

lionheart ii tran overview


PIPE

  • There is no PIPE for this deal.

ADDITIONAL WARRANTS

  • Upon completion of the business combination and subject to compliance with applicable law, approximately 1.029 billion Additional Warrants will be issued to former Lionheart stockholders who have not elected to redeem their shares of Lionheart common stock in connection with the business combination.
    • Each Additional Warrant will represent the right to purchase one share of the combined company’s common stock at $11.50 per share with a 5-year tenor.
  • No dilution is expected to result from the issuance of the Additional Warrants because the MSP founders have agreed to sell to the combined company for the same value as the exercise price of a share issued pursuant to an Additional Warrant, one share of the combined company’s common stock (or an equivalent security, under certain circumstances) upon the exercise of the Additional Warrants.
  • As a result, on a net basis, following the repurchase of the applicable securities from the MSP Founders, there is anticipated to be no increase in the number of outstanding shares as a result of the exercise of the Additional Warrants.

lionheart ii additional warrants overview


LOCK-UP

  • On the Closing Date, certain Members will enter into lock-up agreements (each, a “Lock-up Agreement”) with LCAP pursuant to which, among other things, such Members will agree not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any Up-C Units beneficially owned by such Member immediately following the Closing, subject to certain exceptions set forth in the Lock-up Agreement, including the ability of the Members to pledge any such Up-C Units in connection with securing financing or otherwise, until the earlier to occur of
    • (a) six months after the Closing Date
    • (b) LCAP’s consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of LCAP’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.

SUPPORT AGREEMENT

  • The Sponsor and Insiders have agreed:
    • (a) to vote any shares of common stock of LCAP owned by it, him or her (all such shares of common stock, the “Covered Shares”) in favor of the Business Combination and each other related proposal related at the Stockholder Meeting or any other duly called special meeting of LCAP’s stockholders (or any adjournment or postponement thereof) called or requested for the purpose of soliciting the approval of LCAP’s stockholders in connection with the consummation of the Business Combination
    • (b) not redeem, elect to redeem or tender or submit any Covered Shares owned by it, him or her for redemption in connection with the transactions contemplated by the MIPA or any vote to amend Parent’s Amended and Restated Certificate of Incorporation
    • (c) subject to certain exceptions set forth in the A&R Sponsor Agreement, not to transfer any shares of Class A Common Stock or any private placement warrants to purchase Class A Common Stock received in connection with the Business Combination until the earlier of
      • (i) six months after the consummation of the Business Combination
      • (ii) subsequent to the Business Combination
        • (x) if the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination
        • (y) the date on which LCAP completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of LCAP’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.

NOTABLE CONDITIONS AT CLOSING

  •  The MSP Companies having at least $30 million in Closing Cash

NOTABLE CONDITIONS AT TERMINATION

  • Subsequent Event – On January 27, 2022, Lionheart Acquisition Corporation II filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”).
  • The Extension Amendment extends the date by which the Company must consummate its initial business combination from February 18, 2022 to August 18, 2022.
  • By either party if the Closing has not occurred on or prior to March 31, 2022 (“Outside Closing Date”)
    • If LCAP stockholders have not, by December 18, 2021, agreed to extend the deadline for LCAP to consummate its initial business combination beyond February 18, 2022 to a date no earlier than 60 days following Outside Closing Date
    • The Amendment provides for the extension of the Outside Closing Date (as defined in the MIPA) from March 31, 2022 to June 30, 2022.

ADVISORS

  • Keefe, Bruyette & Woods, a Stifel Company, is serving as financial advisor to MSP Recovery.
  • Nomura Securities International, Inc. is serving as financial and capital markets advisor to Lionheart Acquisition Corp II.
  • Weil, Gotshal & Manges LLP is serving as legal counsel to MSP Recovery.
  • DLA Piper LLP is serving as legal counsel to Lionheart Acquisition Corp II.

MANAGEMENT & BOARD


Executive Officers

Ophir Sternberg, 50
Chairman of the Board of Directors, President & CEO

Mr. Sternberg has over 28 years of experience acquiring, developing, repositioning and investing in all segments of the real estate industry, including office, industrial, retail, hospitality, ultra-luxury residential condominiums and land acquisitions. Mr. Sternberg is the founding partner and Chief Executive Officer of Lionheart Capital LLC (“Lionheart Capital”), founded in 2010. In 2019, Lionheart Capital completed in excess of 20 real estate transactions across North America alone. Under Mr. Sternberg’s leadership, Lionheart Capital executed numerous, marquee real estate transactions and repositions, including the Miami Beach Ritz-Carlton project, which resulted in a total sell-out value in excess of $560 million as well as the $30 million purchase and $120 million sale of the Seagull Hotel, Miami Beach making it the largest hotel sale of the year in Miami Beach. Mr. Sternberg and Lionheart Capital are currently in development on a number of other projects including but are not limited to retail properties in Miami’s Design District, two oceanfront condominium towers in Pompano Beach, Florida and a ski-in/ski-out hotel and residences in Breckenridge, Colorado. Additionally, in 2017, Mr. Sternberg founded Out of theIn March 2020, Mr. Sternberg became Chairman of OPES Acquisition Corp., a SPAC Box Ventures, a Lionheart Capital subsidiary, to acquire and reposition distressed retail properties throu out the United States. With over 28 properties in 17 states, Out of the Box Ventures currently controls over 6 million square feet of big box stores, shopping centers and enclosed regional mall properties with plans to improve and expand upon these acquisitions. Mr. Sternberg and Lionheart Capital are dedicated to working with best-in-class operators and partners such as the Ritz-Carlton. Lionheart Capital has been able to execute numerous, marquee transactions due largely in part to Mr. Sternberg’s extensive industry relationships particularly with key institutional investors. Mr. Sternberg began his career assembling, acquiring and developing properties in emerging neighborhoods in New York City, which established his reputation for identifying assets with unrealized potential and combining innovative partnerships with efficient financing structures to realize above average returns. Mr. Sternberg came to the United States in 1993 after completing three years of military service within an elite unit for the Israeli Defense Forces (IDF).


Trevor Barran, 44 [Resigned 7/7/21]
Chief Operating Officer

Mr. Barran has also served as Chief Operating Officer at Out of the Box Ventures since its inception in 2017. Mr. Barran brings over 20 years of experience developing and executing investment and operational strategies across the financial services, healthcare, technology, and real estate industries, including the last ten years acquiring and developing real estate properties as a senior member of the Lionheart Capital team. From 2013 until 2019, Mr. Barran served as Chief Executive Officer of Lionheart Nica S.A., Real Estate, a subsidiary of Lionheart Capital. Mr. Barran began his career in 1998 at the Mitchell Madison Group, Inc., a management consulting firm focused on improving financial and operational performance for large companies through strategic sourcing, performance improvement and big data, which was subsequently sold to USWeb/CKS Corp. for approximately $300 million in 1999 and eventually grew to over 8,500 employees with annual revenues exceeding $1 billion. Subsequently, in 1999, Mr. Barran joined ScreamingMedia (NASDAQ:SCRM), later known as Pinnacor, a global technology platform focused on the aggregation and distribution of digital content over the Internet. Mr. Barran helped prepare ScreamingMedia for its $60 million initial public offering in 2000. ScreamingMedia, which underwent a series of acquisitions, is now a part of the Walt Disney Company (NYSE:DIS). Other career milestones for Mr. Barran include founding and operating SACSA, s.a. (2016-2019), a resort construction company where he served as managing partner; founding and operating BioIntegral Surgical (2008-2010), a cardiovascular medical devices company where he served as Chief Executive Officer; and co-founding a systematic global macro high-frequency trading fund, EagleStone Advisors from 2010 to 2011. At EagleStone, Mr. Barran was instrumental in putting forward a day trading exchanged-traded fund (ETF) strategy. Additionally, in 2003, Mr. Barran participated in post-graduate work in computer science and artificial intelligence with Professor David Ackley in a joint program between the University of New Mexico and Santa Fe Research Institute. Mr. Barran earned a degree in Aerospace Engineering from Princeton University in 1998.


Faquiry Diaz Cala, 46 [Appointed 7/7/21]
Chief Operating Officer

In this role, he leads the Mergers & Acquisitions and Corporate Strategy divisions. An investor and operator, over the past 25 years, Mr. Diaz Cala has held positions as an executive, board member, and observer at various public and private corporations in the US and internationally. Mr. Diaz Cala also serves as Chief of Mergers and Acquisitions and Corporate Strategy at BurgerFi International, Inc., where Ophir Sternberg serves as Executive Chairman. He has also served on the boards of several non-profit organizations and educational institutions. He is a graduate of the Wharton School at the University of Pennsylvania and resides in Miami, Florida.


Paul Rapisarda, 47
Chief Financial Officer & Secretary

Mr. Rapisarda also serves as Chief Financial Officer at Lionheart Capital and Out of the Box Ventures, a position he has held since 2019. Mr. Rapisarda is an experienced public company C-suite executive and investment banking professional with more than 25 years working in and for a variety of public and private companies. Prior to joining Lionheart Capital in June 2019, he served as Chief Financial Officer at Etrion Corp. (TSX:ETX), a dual-listed (Canada/Sweden) solar energy development company from October 2015 to December 2017. Etrion Corp. is part of The Lundin Group, a portfolio of 13 public companies in the energy and mining sectors with a combined market capitalization in excess of $16 billion, started or sponsored by the Lundin family. Mr. Rapisarda was responsible for managing all finance functions, including financial reporting, treasury & cash management, corporate finance, regulatory/SEC compliance matters and investor relations. Prior to this, Mr. Rapisarda worked for Garrison Capital Advisors LLC, a financial advisory and consulting services company. From 2008 to 2014, he worked for another dual-listed company (Canada/United States), Atlantic Power Corporation (NYSE:AT), most recently serving as Executive Vice President-Commercial Development. The company was a portfolio company controlled by Arclight Capital Partners, a private equity firm with $10.4 billion of assets under management and a focus on the energy sector. He was a key member of the executive team that successfully engineered the $1.8 billion merger with Capital Power Income L.P. and had primary responsibility for the investment of over $1.2 billion in capital from 2008-2012. Prior to Atlantic Power, Mr. Rapisarda worked for over 20 years in investment banking and private equity for several firms, including Compass Advisers LLP, Schroders, Merrill Lynch and BT Securities. He has also acted as a board member at several emerging growth companies, primarily in the energy, technology and infrastructure sectors. Mr. Rapisarda has a B.A. from Amherst College and an M.B.A. from the Harvard Business School.


 

Board of Directors

Mark Walsh, 66 [Resigned 3-20-21}
Director 

Mr. Walsh is a venture investor in technology, software, content and services through his fund, Ruxton Ventures, LLC, which he founded in 2003. Mr. Walsh was Chief Executive Officer of FactSquared, an AI/Machine learning company he helped found, from late 2017 to early 2019. He remains on its board. He served as a presidential appointee in the Obama Administration as Head of Investment and Innovation at the Small Business Administration from 2015 to 2017, overseeing a $30 billion investment portfolio in private equity, venture capital and venture accelerators. Prior to the SBA, from 2013 to 2015, Mr. Walsh was executive chairman of Homesnap.com, a “prosumer” platform/app for residential real estate backed by Revolution Ventures. He has been a senior executive at several technology and content companies, including GE, AOL and Home Box Office. Mr. Walsh served as Chief Executive Officer and then Chairman of VerticalNet, a leading provider of B2B “communities of commerce” from 1997 to 2004. He led the company through its public offering on NASDAQ in 1999. Mr. Walsh has invested in and/or served as a board member of a number of high growth public and private companies, including: BlackBoard (NASDAQ: BBBB), NutriSystems (NASDAQ: NTRI), Thestreet.com (NASDAQ: TST), Day Software (Zurich Stock Exchange: DAY), half.com, LifeShield.com, Transactis and GoCanvas.com. Mr. Walsh received an M.B.A. from the Harvard Business School and a B.A. from Union College.


Steven Berrard, 66 [Passed-Away 6-7-21]
Director 

Mr. Berrard is a co-founder of e-commerce company RumbleOn Inc. and has served as its Chief Financial Officer since 2017 and has been a member of its Board of Directors since 2016. Mr. Berrard is the Managing Partner of New River Capital Partners, a private equity fund he co-founded in 1997. Mr. Berrard was the co-founder and Co-Chief Executive Officer of AutoNation from 1996 to 1999. Prior to joining AutoNation, Mr. Berrard served as President and Chief Executive Officer of the Blockbuster Entertainment Group, the world’s largest video store operator at the time. Mr. Berrard served as Chairman of Board of Jamba, Inc. from 2005 to 2007 and as its Chief Executive Officer from 2005 to 2006. Mr. Berrard served as President of Huizenga Holdings, Inc., a real estate management and development company, and served in various positions with subsidiaries of Huizenga Holdings, Inc. from 1981 to 1987. Mr. Berrard currently serves on the Board of Directors of Pivotal Fitness, Inc., a chain of fitness centers operating in Charleston, SC. He has previously served on the Boards of Directors of Swisher Hygiene Inc., Walter Investment Management Corp., Jamba, Inc., Viacom, Inc., Birmingham Steel, HealthSouth and Boca Resorts, Inc.. Mr. Berrard earned his B.S. in Accounting from Florida Atlantic University., magna cum laude, in 1978 and then obtained a masters in taxation from the University of Denver in 1985.


Aman Kapadia, 44 [Resigned 6/25/21]
Director 

Mr. Kapadia has been the Managing Partner of Akaris Global Partners, an investment firm based in New York City, since September 2018. He brings 16 years of experience in public markets investing across capital structure, geographies, and industries. Prior to founding Akaris Global, from 2007 to 2018, Mr. Kapadia served as Partner and Managing Director at Fir Tree Partners, an investment firm formed in 1994 to apply the best practices of a private equity approach to opportunistic value investing. From 2016 until his departure in 2018, Mr. Kapadia was one of three individuals managing the firm with co-portfolio manager responsibilities. Previously, Mr. Kapadia was an Analyst at Rockbay Capital Management, Severn River Capital Management, Sagamore Hill and McKinsey & Co. Mr. Kapadia received a J.D./M.B.A. from Harvard Law School and Harvard Business School, and an A.B. in Public and International Affairs, magna cum laude, from Princeton University, where he was inducted into Phi Beta Kappa.


Roger Meltzer, [Age not disclosed] [Appointed 3-30-21]
Director 

Mr. Meltzer is a distinguished global leader, having produced substantial innovations for global firms, including one of the largest and most well-known firms in the world while demonstrating agility, compassion, and consistency, who has successfully navigated firms and local offices through challenges such as major worldwide financial headwinds, transnational cyberattacks and global pandemics, who has clearly established moral and business imperatives and has pioneered industry precedents for institutionalized equality, diversity and inclusivity and nurtured a global iconic pro bono effort, and who is known for leading and nurturing entrepreneurial, high performing, and team centric cultures. Mr. Meltzer has practiced law at DLA Piper LLP since 2007 and has held various roles: Global Co-Chairman, since 2015; Americas Co-Chairman, since 2013; Member, Office of the Chair, since 2011; Member, Global Board, since 2008; Co-Chairman, U.S. Executive Committee, since 2013; Member, U.S. Executive Committee, since 2007; and Global Co-Chairman, Corporate Finance Practice, 2007 through 2015. Prior to joining DLA Piper LLP, Mr. Meltzer practiced law at Cahill Gordon & Reindel LLP from 1980 through 2007 where he was a member of the Executive Committee from 1987 through 2007, Co-Administrative Partner and Hiring Partner from 1987 through 1999, and Partner from 1984 through 2007. Mr. Meltzer currently serves on the Advisory Board of Harvard Law School Center on the Legal Profession (May 2015—Present); Board of Trustees, New York University Law School (September 2011—Present); and the Corporate Advisory Board, John Hopkins, Carey Business School (January 2009—December 2012). He has previously served on the board of directors of: The Legal Aid Society (November 2013 to January 2020), Hain Celestial Group, Inc. (December 2000 to February 2020) and The Coinmach Service Corporation (December 2009 to June 2013). Mr. Meltzer has also received several awards and honors and has been actively involved in philanthropic activity throughout his career. Mr. Meltzer received Juris Doctor degree in law from New York University School of Law and an A.B. from Harvard College. In February 2021, Mr. Meltzer joined the board of directors and the audit committee of Haymaker Acquisition Corp. III (NASDAQ: HYAC), a special purpose acquisition corporation, and Ubicquia LLC, a privately-held smart lighting solutions provider. Mr. Meltzer is also a director nominee of Lionheart III Corp and Lionheart IV Corp, both special purpose acquisition companies.


James Anderson, [Age not disclosed] [Appointed 6/25/21]
Director 

Mr. Anderson has over 40 years of entrepreneurial business experience with a major focus in real estate and business development including internationally. He has either been a sole founder or founding partner in several commercial ventures. He has been an owner/broker of JA Real Estate Partners, LLC (New York, NY) since 2001. He co-founded Iowa State Commercial Investment Company, LLC in 2017; he acted as Senior Advisor to F&T Group from 2008-2014 in connection with the Nanjing World Trade Center mixed-use development project; and he was a regional manager/vice president of DeWolfe Companies, Inc. from 1989-1996. Mr. Anderson resided in China for nearly 10 years (2008-2017) where he was involved in numerous business/real estate development projects. He holds a BBA degree from the University of Iowa.


Thomas Byrne, [Age not disclosed] [Appointed 6/29/21]
Director 

Mr. Byrne has over 30 years of experience managing and investing in both public and private growth companies and is the co-founder and Chief Strategy Officer of Kaptyn Holding Corp., an electric vehicle rideshare company since November 2018. He is also a general partner of New River Capital Partners, LP, a private equity fund which he co-founded in 1997. From 2015 to 2016 he served as the President of Pivotal Fitness. From 2004 to 2014 he was an executive of Swisher Hygiene, most recently as its CEO. In 2005 Mr. Byrne co-founded Service Acquisition Corp. International, a SPAC that later merged into Jamba Juice, where he served on the company’s board and Audit Committee until 2010. From 1998 to 1997, Mr. Byrne was an executive at Blockbuster Entertainment Group, a division of Viacom, where he last served as its Vice-Chairman and President of the Viacom Retail Group. From 1984 to 1988, Mr. Byrne served as a CPA with KPMG. He has also served on the boards of Jamba Juice, LDN CBD, Reel.com, Avaltus, ITC Learning, The Transformational Travel Council and Friends of Birch State Park.


Thomas Hawkins, 57 [Appointed 7/7/21]
Director 

Mr. Hawkins was instrumental in the start-up of three fledgling businesses led by entrepreneur Wayne Huizenga that grew into Fortune 500 organizations. He has completed hundreds of transactions including acquisitions of publicly traded and private companies, financings, divestitures, complex joint ventures and partnerships resulting in significant positive financial impact for investors. With experience in multiple industry verticals, Mr. Hawkins has served on boards, board committees and as board secretary in public and private corporations, advising boards on sophisticated transactions, risk and crisis management in highly regulated industries and developing corporate governance infrastructure. Mr. Hawkins helped develop the Legal division of Blockbuster, beginning his tenure there when there were only 23 stores, and was promoted to General Counsel early in his tenure. As General Counsel, he led the $8.5 billion sale to Viacom in 1994, with 5500 stores in 14 countries, and other film, production and distribution businesses, and the related tender for Paramount Communications. Mr. Hawkins also helped build the Corporate Development department at AutoNation that delivered over 300 transactions, $5 billion in acquisitions, and grew into the largest publicly traded automotive retailer. Acquisitions formed AutoNation’s dealer network and subsequent spin off companies including ANC Rental Corp., owner of National Car Rental and Alamo Car Rental, and Republic Services, a solid waste company. Mr. Hawkins also drove strategic alignment as member of the Executive Leadership Team for Mednax Health, a high growth, high margin healthcare company which experienced a 500% + market cap increase and 300% increase in revenue over 9 years, and Mr. Hawkins also initiated the Government Relations function for this highly regulated business and partnered in the launch of new service lines to fuel additional growth. In 2020, Mr. Hawkins served on the board of directors of a newly established private equity management company providing oversight for businesses engaged in the automotive retail, healthcare, technology enabled services and waste management industries. Mr. Hawkins currently serves on the board of directors of the Alumni Association of the University of Michigan and Jumptuit Inc., a data analytics technology company. Mr. Hawkins received his Juris Doctor from Northwestern University in 1986 and his A.B. in Political Science from the University of Michigan in 1983.