OTR Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Comera Life Sciences, Inc.
ENTERPRISE VALUE: $151.3 million
ANTICIPATED SYMBOL: CMRA
OTR Acquisition Corporation proposes to combine with Comera Life Sciences, Inc., which is developing a new generation of bio-innovative biologic medicines to improve patient access, safety, and convenience.
Comera is leading a compassionate new era in medicine and applying a deep knowledge of formulation science and technology to transform essential biologic medicines from intravenous (IV) to SQ forms. The goal of this approach is to provide patients with the freedom of self-injectable care, reduce institutional dependency and drive cost savings across the healthcare system. The biologics market is substantial in size and growing rapidly. Currently, seven out of the top 10 global medicines are biologics and, by 2025, it is expected that the global market for biologics will reach over $420 billion.
To drive this transformative approach, Comera is applying its platform, SQore, to develop a portfolio of proprietary SQ therapeutics with the goal of lowering healthcare costs, making it easier for patients to administer their medicines, and ultimately enhancing patients’ lives. Comera will also continue to collaborate with pharmaceutical and biotechnology companies, applying its SQore platform to partners’ biologic medicines to deliver enhanced formulations that facilitate self-injectable care.
TRANSACTION
- The combined company is expected to have a combined implied initial pro forma equity value of approximately $258.4 million translating into an enterprise value of approximately $151.3 million, with the proposed business combination expected to provide approximately $107 million in gross proceeds from the cash held in trust by OTR.
- All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of OTR and payment of transaction fees and expenses.
- As part of the transaction, all Comera shares owned by Comera’s existing equity holders will be converted into common stock of Holdco.
- At closing, approximately 12.6 million shares of common stock of Holdco will be issued to the Comera stockholders at an implied value of $10.00 per share, before fees and expenses.
PIPE
- There is no PIPE in this transaction.
EARNOUT
- Comera Life Sciences Holdings, Inc. (“Holdco”) will place 3,150,000 shares of Holdco Common Stock into escrow with an escrow agent.
- If, at any time during the period beginning on the Closing Date and expiring at the close of business on the second anniversary of the Closing Date, the VWAP of Holdco Common Stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days, then within 10 business days following the achievement of the Earn-Out Trigger, the Earn-Out Shares will be released to the holders of Comera Common Stock and holders of Comera Vested In-The-Money Options.
- If a Change of Control occurs during the Earn-Out Period that results in the holders of shares of Holdco Common Stock receiving consideration equal to or in excess of $12.50 per share, then Holdco shall deliver the Earn-Out Shares to the holders of Comera Common Stock and holders of Comera Vested In-the-Money Options.
- If the Earn-Out Trigger is not achieved during the Earn-Out Period, then, upon expiration of the Earn-Out Period, the Earn-Out Shares will be canceled.
LOCK-UP
Company and Sponsor Lock-Up:
- The securities of Holdco held by OTR, Holdco, the Comera RR Holders and the Sponsor will be locked-up until the earlier of:
- (i) one year following the Closing and;
- (ii) the date on which the sale price of the Holdco Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-day trading period commencing 150 days after the Closing.
- Notwithstanding the Lock-Up Period, in the event that $25 million or more remains in the Trust Account, for any Comera RR Holder owning less than 4% of the outstanding shares of Holdco Common Stock as of immediately following the Closing, with respect to 50% of the shares of Holdco Common Stock owned by such Holder immediately following the Closing, the lock-up period will end on the date that is 180 days after the Closing.
NOTABLE CONDITIONS TO CLOSING
- There is no minimum cash requirement.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement is subject to termination by OTR or Comera, if the OTR Merger Effective Time will not have occurred prior to May 19, 2022 (the “Outside Date”).
ADVISORS
- Maxim Group LLC served as sole financial and capital markets advisor to Comera in connection with the business combination agreement.
- Loeb & Loeb LLP is serving as legal counsel for Comera, and Greenberg Traurig LLP is serving as legal counsel for OTR.
MANAGEMENT & BOARD
Executive Officers
Nicholas Singer, 41
Chairman and Chief Executive Officer
Mr. Singer is the Founder of Purchase Capital LLC, an investment firm that serves as his family office and sponsor to leading institutional investors and third-party family offices. Since Mr. Singer became Managing Member in 2013, Purchase Capital has provided patient capital for private and public companies that have significant potential for long-term value creation. He is also the Founder & Executive Chairman of United Parks, the Executive Chairman of IntegriCo Composites, a Board Member of Brooklyn ImmunoTherapeutics, and a Trustee of the Pérez Art Museum Miami. From 2007 to 2013, Mr. Singer was the Co-Founder & Co-Managing Member of Standard General, an SEC registered investment advisor which managed over $1 billion of assets during his tenure. Prior to that, he was a Co-Founder of Cyrus Capital Partners, a Principal at Och-Ziff Capital Management, and an Analyst in High Yield Trading and in the Principal Investment Area at Goldman Sachs & Co. He graduated summa cum laude with a B.S. in Economics from the Wharton School and a B.A.S. in Electrical Engineering from the School of Engineering and Applied Science at the University of Pennsylvania.
Douglas B. Anderson, 51
Chief Financial Officer and Director Nominee
Mr. Anderson has over 25 years of financial and operational business experience. He currently serves as the Chief Financial Officer of United Parks. United Parks, a portfolio company of Purchase Capital, is the owner and operator of amusement parks and water parks throughout the U.S. Since joining the organization in 2017, he has led the financial planning, treasury management and financial reporting functions at United Parks. From 2014 to 2017, Mr. Anderson served as the Chief Financial Officer of Healthcare Clinical Informatics Limited (HCI Group), an international provider of healthcare IT solutions. From 2009 to 2014, he served as the President and Chief Financial Officer of Parc Entertainment, a national operator of amusement parks, water parks and family entertainment centers. From 1998 to 2009, Mr. Anderson held a variety of senior executive roles at ATS Services, a U.S. recruiting and staffing firm, where he served in a variety of roles including Chief Executive Officer, President and Chief Financial Officer. Mr. Anderson started his professional career in 1994 at Ernst & Young. Mr. Anderson graduated from the University of North Florida with a B.B.A. in Accounting. He is a certified public accountant licensed in the state of Florida and a chartered global management accountant.
Board of Directors
David Neithardt, 51
Director
Mr. Neithardt is the Founder & Managing Partner of Hammock Park Capital LLC, a private equity firm formed in April 2020, which pursues turnaround and special situation investment opportunities. Since 2015, Mr. Neithardt has also been a Co-Founder & Senior Partner of General American Capital Partners, LLC (GACP), an independent private equity sponsor focused on partnering with management teams to create long term shareholder value through control and influential minority investments. Mr. Neithardt serves on the board of directors and investment committee of Quintasen Real Estate Master Fund, LP, an investment fund co-managed by GACP, focused on acquiring single family rental homes. Prior to 2015, Mr. Neithardt was a Co-Founder & Senior Partner of 1848 Capital Partners LLC, an independent private equity sponsor focused on turnaround investments and special situations. Prior to that, Mr. Neithardt was an Associate at Maplewood Partners LP, and an Analyst and Associate in the corporate finance group at Smith Barney Inc. Mr. Neithardt graduated from the Tuck School at Dartmouth College with an M.B.A. and graduated from Stanford University with a B.S. in Industrial Engineering.
Glenn Gray, 66
Director
Mr. Gray has 40 years of experience in commercial lending and specialty finance, within banks and non-bank lenders, approximately 20 years of which involved positions of executive leadership. Most recently, Mr. Gray was the Chief Executive Officer of CalWest Bank from 2012 to 2020, a $225 million asset commercial bank based in Orange County, CA. Mr. Gray was hired to lead the turn-around of the bank, including a recapitalization in 2015, and ultimately sold the bank in the midst of the COVID pandemic for 1.3x tangible book value. Prior to joining CalWest Bank, from 2005 to 2012 Mr. Gray was the Chief Executive Officer of Sunwest Bank, a commercial bank with operations in California and Arizona. During his tenure, the bank doubled in size to $660 million in assets through a combination of organic growth and three FDIC-assisted acquisitions. From 1995 to mid-2005 Mr. Gray held senior executive positions with the FINOVA Group, at the time a $12 billion asset diversified commercial finance company controlled by Berkshire Hathaway and Leucadia National. Mr. Gray ultimately was appointed Chief Operating Officer reporting to the Board of Directors. Prior to joining FINOVA Group, Mr. Gray held various positions with Wells Fargo Bank, Bessemer Trust, Bankers Trust and Foothill Capital. Mr. Gray is currently a Trustee for the Laguna Playhouse and the Pacific Marine Mammal Center, and a member of the audit committee for the city of Laguna Beach. Mr. Gray graduated with a B.S. in Business Administration from the University of Illinois.
Nadav Besner, 41
Director
Mr. Besner is an investor with approximately two decades of experience in both public and private markets. He joined SoundPoint Capital in February 2018, an institutional credit investing and hedge fund platform, where he is currently a Principal focusing on financial investments with over $20 billion of assets under management. From February 2005 to December 2017 Mr. Besner served as Director at Taconic Capital, a global institutional investment firm covering credit and equity investments with a focus on distressed opportunities, which has over $5 billion of assets under management. Prior to his work at Taconic Capital, between September 2002 and December 2004 Mr. Besner was an associate, focusing on hedge fund strategies, at Goldman Sachs & Co.. He holds an M.B.A. from the Wharton School of the University of Pennsylvania, and dual B.S.E. degrees in Finance and Systems Engineering from the University of Pennsylvania.