Alkuri Global Acquisition Corp

Alkuri Global Acquisition Corp

Dec 30, 2020 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Babylon Holdings Limited

ENTERPRISE VALUE: $3.623 billion
ANTICIPATED SYMBOL: BBLN

Alkuri Global Acquisition Corp. proposes to combine with Babylon Holdings Limited, a world leading, digital-first, value-based care company whose mission is to make high-quality healthcare accessible and affordable for everyone on Earth.

Babylon is re-engineering healthcare, shifting the focus from sick care to preventative healthcare so that patients experience better health, and reduced costs. This is achieved by leveraging a highly scalable, digital-first platform combined with high quality, virtual clinical operations to provide all-in-one, personalized healthcare.

Babylon 360 is Babylon’s digital-first value-based care service. Babylon 360 combines cutting-edge AI-powered technology with human medical expertise to help members stay out of the hospital and remain in control of their health. Using a combination of our doctors’ expertise and our data, Babylon 360 gives members actionable insights and information about their wellbeing, and – by helping members to understand their specific needs – helps them set personalized health goals.


SUBSEQUENT EVENT 5/20/2022 – LINK

  • Babylon Holdings Limited announced that it has commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding
    • (i) public warrants to purchase Class A ordinary shares of the Company, par value $0.0000422573245084686 per share (the “Class A ordinary shares”), which warrants trade on the New York Stock Exchange under the symbol “BBLN.W”(the “public warrants”) and
    • (ii) related private placement warrants to purchase Class A ordinary shares.
  • The purpose of the Offer and Consent Solicitation is to simplify the Company’s capital structure and reduce the potential dilutive impact of the warrants, thereby providing the Company with more flexibility for financing its operations in the future.
  • The Company is offering to all holders of the warrants the opportunity to receive 0.295 Class A ordinary shares in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer.
  • Pursuant to the Offer, the Company is offering up to an aggregate of 4,294,703 shares of its Class A ordinary shares in exchange for the warrants.
  • Concurrently with the Offer, the Company is also soliciting consents from holders of the public warrants and the private placement warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be converted into 0.2655 Class A ordinary shares, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Warrant Amendment”).
  • All except certain specified modifications or amendments require the vote or written consent of holders of at least 50% of the number of the then outstanding public warrants and the vote or written consent of at least 50% of the number of the then outstanding private placement warrants.
  • Parties representing 38.7% of the public warrants have agreed to tender their warrants in the Offer and to consent to the Warrant Amendment in the Consent Solicitation.
  • Accordingly, if holders of an additional approximately 11.3% of the outstanding public warrants consent to the Warrant Amendment in the Consent Solicitation, and the other conditions of the Offer are satisfied or waived, then the Warrant Amendment will be adopted with respect to the public warrants.
  • The offering period will continue until Midnight (end of day) on June 17, 2022, or such a later time and date to which the Company may extend (the “Expiration Date”).
  • Tendered warrants may be withdrawn by holders at any time prior to the Expiration Date.

SUBSEQUENT EVENT 10/8/2021 – LINK

  • Babylon Holdings Limited (“Babylon”) announced that it has secured a sustainability-linked investment of up to $200 million from Albacore Capital Group (“AlbaCore”), a strategic capital investment firm.
    • Together with already committed PIPE capital of $230 million from institutional and strategic investors, Babylon will now have access to as much as $775 million of capital (before fees) following the merger with Alkuri Global Acquisition Corp. (NASDAQ: KURI, KURIU and KURIW) (“Alkuri”), a publicly traded special purpose acquisition company, assuming no redemptions, with a minimum of $430 million of capital guaranteed to continue fueling Babylon’s sustained growth.

TRANSACTION

  • The transaction is expected to deliver up to $575 million of gross proceeds to fund Babylon’s pro forma balance sheet, including the contribution of up to $345 million of cash held in Alkuri Global’s trust account assuming no redemptions.
  • The combination is further supported by a $230 million private placement (the “PIPE”) – funded over 85% from new, external institutional investors including AMF Pensionsförsäkring, Sectoral Asset Management and Swedbank Robur with strategic investor Palantir (NYSE:PLTR) – at $10.00 per share. There is additional participation from Ali Parsa, Alkuri Sponsor LLC and existing Babylon investors Kinnevik (STO:KINV-B) and VNV (STO:VNV).
  • In addition, Babylon previously acquired an option to purchase Higi, a consumer health engagement company, and intends to acquire the remaining Higi equity stake it does not already own. The major investors in Higi, including 7wire Ventures, Flare Capital Partners and William Wrigley, Jr., have agreed to accept shares in lieu of a portion of cash consideration if Babylon exercises its option. This agreement is expected to reduce Babylon’s cash needs by approximately $40 million.

alkuri trans overview


PIPE

  • The combination is further supported by a $230 million private placement (the “PIPE”) – funded over 85% from new, external institutional investors including AMF Pensionsförsäkring, Sectoral Asset Management and Swedbank Robur with strategic investor Palantir (NYSE:PLTR) – at $10.00 per share. There is additional participation from Ali Parsa, Alkuri Sponsor LLC and existing Babylon investors Kinnevik (STO:KINV-B) and VNV (STO:VNV).

EARNOUT

  • 1.294M Alkuri Sponsor earnout shares (15% of promote shares outstanding)
  • 40.0M Babylon earnout
    • 38.8M earnout shares issued to Babylon’s Founder & CEO
      • These 38.8M earnout shares will be high-vote shares, carrying 15 votes per share
    • The 1.2M earnout awards for Babylon management
      • 1 vote per share
  • All subject to vesting in four equal tranches at $12.50, $15.00, $17.50 and $20.00 per share

LOCK-UP

  • In connection with the Merger, Babylon, the Company, the Sponsor and certain shareholders of Babylon have entered into a lockup agreement, pursuant to which the Sponsor and certain shareholders of Babylon have agreed not to sell:
    • Until the earlier of a period of six months following the Closing (or, in the case of Dr. Ali Parsadoust or his affiliates, for a period of nine months following the Closing).
    • Subsequent to the Closing, the date on which the closing price of the Pubco Class A Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 90 days after the Closing or
    • Babylon completes a liquidation, merger, share capital exchange, reorganization or other similar transaction that results in all of Babylon’s members have the right to exchange their Pubco Shares for cash, securities or other property.

NOTABLE CONDITIONS TO CLOSING

  • Babylon’s obligations to consummate the Closing are subject to a condition that the Company will, after giving effect to any redemption obligations, delivered cash at the closing in an amount that equals or exceeds $230,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • By either Babylon or the Company if the closing of the Business Combination has not occurred on or before December 3, 2021 (though either Babylon or the Company may extend such date by an additional three months as long as the parties are continuing to work in good faith to close the Business Combination expeditiously by delivering written notice to the other party)

ADVISORS

  • Ardea Partners LP is serving as financial advisor to Babylon.
  • Citi is serving as financial and capital markets advisor to Babylon.
  • Wilson Sonsini Goodrich & Rosati, P.C., Allen & Overy LLP and Walkers (Jersey) LLP are serving as legal counsel to Babylon.
  • Jefferies is serving as exclusive financial advisor to Alkuri Global.
  • Winston & Strawn LLP is serving as legal counsel to Alkuri Global.
  • Jefferies, Citi and Pareto Securities AB served as placement agents on the PIPE.

MANAGEMENT & BOARD (Formerly Ark Global NASDAQ:ARKI)


Executive Officers

Richard Williams, 46
Chief Executive Officer

Mr. Williams is a seasoned operator and advisor with over 25 years of industry experience. Today, Mr. Williams provides advisory and consulting services for a number of prominent private equity and late stage venture capital funds and their portfolio companies through his advisory firm, The Value Studio. He is also an advisor for Shift One Inc, a technology-driven logistics, supply chain and warehousing labor marketplace. Prior to that, Mr. Williams most recently worked at Groupon, where he served as CEO from 2015 to 2020. As CEO, he successfully restructured the company and helped stabilize the business, reversing a steep multi-year decline in gross profit. At Groupon, he helped more than 1 million small businesses reach over 50 million active customers, ultimately selling over 1.5 billion Groupons. While at Groupon, Mr. Williams helped the company become a mobile commerce leader, and by 2019, Groupon grew to become the third most visited retail app in the United States––behind only Amazon and Walmart––and the sixth highest rated iOS app of all time. Throughout his career, Mr. Williams has overseen some of the largest online marketing programs and brands in the world, including the analytics and technology that power them. Immediately prior to joining Groupon, he built and ran a variety of global Marketing and Advertising teams and technologies at Amazon. In addition to building scalable software solutions and marketing automation technologies at Amazon, Mr. Williams brought integrated marketing, including offline advertising and brand building, back to Amazon, first with the launch of campaigns for Amazon’s Kindle device and then for its retail business. Prior to joining Amazon, Mr. Williams spent nearly seven years developing marketing programs and technologies in a variety of leadership roles at Experian (LON: EXPN). Before his time at Experian, Mr. Williams worked in a variety of sales, marketing, advertising and creative roles for early stage companies and startups. He studied aerospace engineering and political science at the University of Southern California.


Steve Krenzer, 62 
Chief Financial Officer

Mr. Krenzer is the founder of Trabuco Canyon Advisors, an advisory firm that assists companies for transformational growth, including sales and go-to-market activities, marketing and customer acquisition, distribution and operations. Mr. Krenzer has 35 years of industry experience, working at Experian, Groupon and Rokt. He served as COO of Groupon from 2017 to 2020 and is currently a board member of Rokt, a global leader in e-commerce marketing technology. During his time at Groupon, Mr. Krenzer achieved record levels of Adjusted EBITDA and profitability in 2018, while refocusing the company’s strategy, recruiting a new executive team and pursuing transformational M&A opportunities. In 2019, he began execution of a multi-year transformation plan focusing on the local experiences marketplace, which was delivering strong top-line growth in 2020 before being interrupted by COVID-19. Additionally, he re-aligned the sales force of over 2000 personnel globally, materially reduced customer support and refund costs through streamlining services with greater customer focus, and enabled customer acquisition teams to acquire more valuable customers while reducing advertising spend. Prior to Groupon and Rokt, Mr. Krenzer was CEO of Core Digital Media and PriceGrabber.com and held a variety of executive leadership roles at Experian. While at Experian, through organic development and directing cumulative technology M&A investments totaling over $1 billion, Mr. Krenzer helped build Experian Interactive, a highly profitable internet marketing business with $900 million in annual sales and a five-year group revenue CAGR exceeding 50%. Mr. Krenzer graduated from the University of Buffalo where he earned a BS in Industrial Engineering.


Board of Directors

Sultan Almaadeed, 31
Chairman

Mr. Almaadeed is the Founder and CEO of ENVST, a technology-enabled investment platform that allows individuals to strengthen their networks within the global investing ecosystem as well as source and participate in attractive investment opportunities. He is an active investor and adviser to early-stage and growth companies such as Clutter, Deliveroo, Onfido, 23andme, Doctor On Demand, Nextdoor, Airbnb and Glassdoor, benefitting from his deep connectivity with founders and investors globally. Prior to founding ENVST, Mr. Almaadeed worked in the global direct investment effort of the Qatar Investment Authority (QIA). In this role, Mr. Almaadeed originated and executed investment opportunities in the technology and real estate sectors as well as across various other industries. Notable investments include a $500 million growth investment in SoFi, a pre-IPO investment in Palantir, and the take private of Canary Wharf alongside Brookfield Asset Management. He also oversaw a $3 billion merger of Fairmont Raffles hotels with Accor, and the merger of UASC and Hapag-Lloyd that created a group with an estimated value of more than $7 billion and annual synergies of greater than $400 million. During his time at QIA, Mr. Almaadeed acted as Chairman of the Board of 52 Capital, previously known as Harrods Estates, an asset management company managing over $2 billion of European real estate assets, and Chairman of the QIA Tender Committee. Mr. Almaadeed earned his BS in International Business from Pepperdine University.


Stephen Smith, 50
Director

Mr. Smith has had over a 20 year career in private equity and investing. He is a Senior Managing Director for Kayne Anderson Capital Advisors, L.P. (“Kayne”), where he has been a partner since 2005. He has spent the majority of his career in capital formation and has been responsible for building relationships with institutional clients and family office investors, raising over $5 billion on behalf of Kayne. As part of his role with Kayne, he has had broad exposure to a diverse group of companies (both public and private) across the Firm’s platform. Previously at Kayne, Mr. Smith was responsible for the sales and marketing activities of the marketable securities group after beginning his career with the firm as an energy MLP analyst and helping with the launch of Kayne’s closed-end fund platform in 2004. Prior to rejoining Kayne in 2002, Mr. Smith was an associate with Goldman Sachs & Co.’s Telecommunications, Media and Entertainment investment banking group. Mr. Smith earned a B.B.A. in Marketing from the University of Texas at Austin in 1993 and an M.B.A. in Finance from the UCLA Anderson School of Management in 2000.


Jason Harinstein, 45
Director

Mr. Harinstein has over 25 years of experience working in strategic and financial leadership roles at high-growth technology companies. He currently serves as Chief Financial Officer of Flatiron Health, Inc, a healthcare technology and services company focused on accelerating cancer research and improving patient care. In his current role, which he has held since 2017, Mr. Harinstein oversees the company’s financial operations, and he played a key role in its $1.9 billion acquisition by Roche in 2018. Prior to Flatiron Health, Jason served as Senior Vice President of Corporate Development and Strategy at Groupon Inc., a global marketplace for local services. As a member of Groupon’s senior executive team from 2011 to 2017, Mr. Harinstein led the company’s global M&A and strategic partnership activities. Prior to Groupon, Mr. Harinstein served as a Director of Corporate Development team at Google from 2005 to 2011. In his role at Google, Mr. Harinstein worked closely with the company’s executives to identify and execute strategic acquisitions and investments, including DoubleClick, ITA Software and others. Mr. Harinstein has also served as an equity research associate on the Internet equity research team at Deutsche Bank Securities, where he covered Internet advertising and ecommerce companies. Prior to Deutsche Bank, Jason was a strategy consultant at iXL and Accenture. Mr. Harinstein served on the board of directors of Homesnap, a leader in residential real estate technology, until its acquisition by CoStar in 2020. He also served on the board of directors of TMON, a leader in the Korean ecommerce market, during his tenure at Groupon. Mr. Harinstein currently serves as a board observer and advisor to MyPizza Technologies (dba Slice). Mr. Harinstein received a MBA with Honors from the University of Chicago, and a BA in economics from Northwestern University.


Katie May, 53
Director

Ms. May has over 25 years experience working in high performance global companies, and is known as a digital thought leader who has helped build and lead multiple technology companies to successful exits. She excels at identifying and backing disruptive technologies, constructing successful business models around them, and delivering exceptional returns to shareholders. Ms. May currently serves as an independent director on the boards of Rokt, a global leader in ecommerce marketing technology, Vivi, a leading Australia-based education technology company, and Stamps.com, the leading provider of postage online and shipping software in the US. As an operator, from 2012 to 2020, Ms. May worked as the CEO of ShippingEasy, an ecommerce software solution company that she grew from startup to acquisition by Stamps.com (Nasdaq: STMP) in 2016. Prior to ShippingEasy, Katie was the CEO and founder of her own disruptive business, Kidspot, the leading digital brand for mums in Australia and New Zealand, before engineering a successful exit to News Corp in 2011. Before Kidspot, Katie led the product, marketing and inside sales teams from inception to post IPO as CMO for SEEK (ASX: SEK), a global leader in online employment and education marketplaces serving 2.9 billion people, where she helped grow SEEK to an ASX top 100 company with a roughly $8 billion market capitalization. Earlier in her career, Ms. May worked in strategic consulting for Booz & Company, in brand management for Philip Morris, and as a CPA for Arthur Andersen. Ms. May earned her Bachelors in Accounting and MBA, both with Honors, from the University of Texas.