Altimar Acquisition Corp. II
PROPOSED BUSINESS COMBINATION: Fathom Digital Manufacturing Corporation
ENTERPRISE VALUE: $1.493 billion
ANTICIPATED SYMBOL: FATH
Altimar Acquisition Corp. II proposes to combine with Fathom Digital Manufacturing Corporation, an industry leader in on-demand digital manufacturing services.
As one of the largest service providers for rapid prototyping and on-demand additive and advanced traditional manufacturing services in North America with over 90 large-platform additive manufacturing machines and nearly 450,000 square feet of manufacturing capacity across twelve facilities nationwide, Fathom uses its proprietary software platform to seamlessly blend in-house capabilities across plastic and metal additive manufacturing technologies, and advanced traditional manufacturing technologies that include CNC machining, sheet metal fabrication and injection molding.
Fathom’s nationwide footprint enables rapid product development and accelerated new product launches with one-stop coverage across 25+ manufacturing processes. Fathom’s comprehensive manufacturing technologies and proprietary software platform enable customers to capitalize on Industry 4.0 methodologies offering a broad array of additive and advanced traditional manufacturing technologies and provide an impactful, technology-agnostic approach to meet the product development and low- to mid-volume manufacturing needs of some of the largest and most innovative companies in the world.
Fathom is majority-owned by CORE Industrial Partners, a Chicago-based private equity firm focused exclusively on investing in North American manufacturing, industrial technology and services businesses.
SUBSEQUENT EVENT – (8-K LINK)
- On November 16, 2021, Altimar, Fathom, Rapid Merger Sub and the other parties thereto entered into an amendment of the Business Combination Agreement (the “BCA Amendment”) to amend the agreement as follows:
- To reduce the minimum Available Cash Amount required on the Closing Date to $90 million (the “Amended Minimum Available Cash Amount”).
- Altimar and Fathom entered into an agreement with CORE Industrial Partners Fund I, L.P. and CORE Industrial Partners Fund I Parallel, L.P. (together with their permitted transferees and assigns, the “Backstop Investors”) pursuant to which the Backstop Investors agreed to purchase an aggregate of up to 1,000,000 shares of Class A common stock following the Domestication and immediately prior to the Closing at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of up to $10.0 million (the “CORE Backstop Agreement”) only if:
- (i) the Amended Minimum Available Cash Amount is not satisfied and;
- (ii) the positive difference, if applicable, between the Amended Minimum Available Cash Amount and the Available Cash Amount does not exceed $10.0 million, and subject to the other terms and conditions of the CORE Backstop Agreement.
- The Founders, Altimar, Fathom and the other parties thereto entered into an amendment of the Forfeiture and Support Agreement to amend the agreement as follows to reduce the strike price for Altimar Sponsor II, LLC’s earnout from $15.00 per share to $12.50 per share.
TRANSACTION
- Pursuant to the proposed business combination, the Company, which currently holds $345 million in cash in trust, will combine with Fathom at an estimated $1.5 billion pro forma equity value.
- Cash proceeds in connection with the business combination will be funded through a combination of the Company’s cash in trust and a $80 million fully committed, common stock private investment in public equity at $10.00 per share.
PIPE
- The acquisition will be funded through a combination of ATMR’s cash in trust and an $80 million fully committed common stock PIPE at $10.00 per share.
EARNOUT
- Company Earnout shares: 9 million shares
- 1/3 earned if VWAP for 20 days during a 30-day period is about $12.50.
- 1/3 earned if VWAP for 20 days during a 30-day period is about $15.00.
- 1/3 earned if VWAP for 20 days during a 30-day period is about $20.00
LOCK-UP
The sponsor and each of the Individual Class B Holders, in their capacity as holders of Altimar Class B ordinary shares, have also agreed:
- (a) not to, prior to the consummation of Business Combination or the termination of the Business Combination Agreement, transfer any of the their Class B ordinary shares and in the case of Sponsor, its warrants to acquire Altimar Class A ordinary shares.
- (b) for the period beginning on the Closing Date and ending on the earlier to occur of
- (i) the 1-year anniversary of the Closing Date and
- (ii) the last day of the Qualifying Period (as defined below), if the VWAP of the Class A common stock equals or exceeds $12.00 per share for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days commencing at least 150 days after the Closing Date (the “Qualifying Period”), not to transfer any of such Sponsor’s or Individual Class B Holder’s Altimar ordinary shares or Altimar common stock (other than shares of Class A common stock acquired pursuant to the PIPE Investment).
BACKSTOP
- Subsequent Event – On November 16, 2021, Altimar and Fathom entered into an agreement with CORE Industrial Partners Fund I, L.P. and CORE Industrial Partners Fund I Parallel, L.P. (together with their permitted transferees and assigns, the “Backstop Investors”) pursuant to which the Backstop Investors agreed to purchase an aggregate of up to 1,000,000 shares of Class A common stock following the Domestication and immediately prior to the Closing at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of up to $10.0 million (the “CORE Backstop Agreement”) only if:
- (i) the Amended Minimum Available Cash Amount is not satisfied and
- (ii) the positive difference, if applicable, between the Amended Minimum Available Cash Amount and the Available Cash Amount does not exceed $10.0 million, and subject to the other terms and conditions of the CORE Backstop Agreement.
SUPPORT AGREEMENT
- Subsequent Event – On November 16, 2021, the Founders, Altimar, Fathom and the other parties thereto entered into an amendment of the Forfeiture and Support Agreement to amend the agreement as follows:
- To reduce the strike price for Altimar Sponsor II, LLC’s earnout from $15.00 per share to $12.50 per share
- Sponsor agreed that, from and after the Closing, 1,267,500 shares of Altimar Class B ordinary shares held by the Sponsor will be unvested and restricted and that such shares will vest automatically if:
- (a) the VWAP of the Altimar Class A Common Stock equals or exceeds $15.00 per share for any twenty (20) trading days within a period of thirty (30) consecutive trading days and
- (b) there is a change of control of Altimar, unless the per share consideration to be received by the holders of Class A common stock in such change of control transaction is less than the vesting threshold applicable to the Sponsor Earnout Shares
NOTABLE CONDITIONS TO CLOSING
- Subsequent Event – On November 16, 2021, Altimar, Fathom, Rapid Merger Sub and the other parties thereto entered into an amendment of the Business Combination Agreement (the “BCA Amendment”) to reduce the minimum Available Cash Amount required on the Closing Date to $90 million (the “Amended Minimum Available Cash Amount”).
- The Closing is subject to certain customary conditions, including, among other things:
- (i) the approval of the Business Combination and other matters by Altimar’s shareholders
- (ii) the Available Cash Amount equaling no less than $313,000,000 at the Closing
NOTABLE CONDITONS TO TERMINATION
- By Fathom or Altimar if the Closing has not occurred on or before December 31, 2021 (the “Outside Date”)
ADVISORS
- J.P. Morgan Securities LLC and Stifel are serving as joint financial advisors to Fathom.
- Winston & Strawn LLP is serving as legal counsel to Fathom.
- J.P. Morgan Securities LLC and Stifel are serving as joint placement agents and capital markets advisors to Altimar.
- Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to Altimar.
- Mayer Brown LLP is serving as legal counsel to the placement agents.
- BofA Securities, Needham & Company, LLC and Craig-Hallum Capital Group LLC are acting as capital markets advisors to Altimar.
MANAGEMENT & BOARD
Executive Officers
Tom Wasserman, 46
Chairman & Chief Executive Officer
Mr. Wasserman also currently serves as a Managing Director at HPS, where he heads the Growth Equity group. Mr. Wasserman has served as a member of the board of directors of Trine since its initial public offering in March 2019 until its business combination with Desktop Metal in December 2020 and, since September 2020, Mr. Wasserman has served as the Chief Executive Officer and Chairman of the board of directors of Altimar I. Mr. Wasserman has worked within TMT (including prior to his transition to HPS) since 1999. Mr. Wasserman’s current board roles include serving as a director of BT One Phone Limited, OnePhone Holding AB, Revolt Media and TV Holdings, LLC, and CAST Holdings LLC. Mr. Wasserman served as Chairman of Hibernia Networks (sold to GTT Communications). Mr. Wasserman began his career at Donaldson, Lufkin and Jenrette in the investment banking division. He has a BA in Business Administration from the University of Michigan where he graduated with distinction.
Wendy Lai, 45
Chief Financial Officer
Ms. Lai is a Managing Director at HPS, where she leads the corporate finance, regulatory capital compliance and technology transformation of financial systems. Prior to joining HPS in 2016, Ms. Lai was a Senior Vice President at Blackstone, where she oversaw accounting of registered investment advisors, corporate consolidation, and financial reporting functions. Ms. Lai worked for PricewaterhouseCoopers as the Senior Manager, where she managed the audit engagements of hedge funds and Fortune 500 insurance companies. Since September 2020, Ms. Lai has served as the Chief Financial Officer of Altimar I. She holds MBA in Finance from Columbia University and a BA in Economics from Tufts University.
Board of Directors
Kevin L. Beebe, 61
Director
Since November 2007, Mr. Beebe has been President and Chief Executive Officer of 2BPartners, LLC, a partnership that provides strategic, financial and operational advice to private equity firms and companies in the technology and telecom industries. From 1998 to 2007, he was Group President of Operations at ALLTEL Corporation, a publicly traded telecommunications services company. From 1996 to 1998, Mr. Beebe served as Executive Vice President of Operations for 360° Communications Co., a publicly traded wireless communications company. From 1983 to 1995, Mr. Beebe served in various management roles at ATT, Southwestern Bell and United Telecom/Sprint. Currently, Mr. Beebe serves on the board of directors of Skyworks Solutions, Inc. (currently as the Chair of the Nominating and Governance Committee), a publicly traded semiconductor company, SBA Communications (currently as a member of the Audit Committee and the Compensation Committee and previously as a member of the Nominating and Governance Committee), a publicly traded wireless tower and service company, Frontier Communications (currently as a member of the Finance Committee, the Audit Committee and the Compensation Committee), a publicly traded local, long distance and broadband service provider, Altimar I (currently as the Chair of the Audit Committee), a publicly traded blank check company sponsored by an affiliate of HPS (Altimar I entered into a definitive business combination agreement with Owl Rock Capital Group, LLC and Dyal Capital Partners to form Blue Owl Capital), Nextel Holdings, a private company holding remaining Nextel International assets, Syniverse Technologies (currently as the Chair of the Nominating and Governance Committee and a member of the Compensation Committee and the Audit Committee), a private equity-owned (Carlyle) provider of support systems and networking to wireless carriers and enterprise customers globally, Logix Communications, a private broadband service provider owned by Astra Capital and other investors, and DartPoints Holding Company LLC, an operator of edge colocation data centers owned by Astra Capital. Also, Mr. Beebe is a founding partner in Astra Capital, a private equity firm focused on mid-market tech/telecom investment opportunities. Mr. Beebe’s philanthropic interests include serving on the Board of Trustees of Caron Treatment Centers and serving as the Chair of Caron’s Florida Advisory Board. Caron is one of the nation’s leading non-profit substance abuse treatment organizations. He is also on the Naples Community Healthcare System Board of Trustees, a 700-bed, 775-physician healthcare system serving Collier and Lee counties in Southwest Florida. Mr. Beebe graduated with a Bachelor of Arts in Economics from Kutztown University in Pennsylvania and received a Master of Arts in Economics from Bowling Green University in Ohio. He also completed the Executive Business Administration Program at Columbia University in New York.
Payne D. Brown, 58
Director
Mr. Brown currently serves as the President of THINK450, the for-profit innovation engine of the National Basketball Players Association. Prior to becoming President of THINK450, he was the Managing Partner of Econet Media Partners. Prior to this, Mr. Brown was Managing Director at Highbridge Principal Strategies (“Highbridge”), an alternative investment management organization, where he focused on media opportunities in the private equity group. Mr. Brown joined Highbridge in 2012 and led the firm’s investment into REVOLT TV, a multimedia platform. He currently serves on REVOLT TV’S board of directors and chairs the compensation committee. Mr. Brown also served as the Chief of Staff to the interim owner of the Los Angeles Clippers in 2014. Prior to joining Highbridge in 2012, Mr. Brown was Vice President of Strategic Initiatives and a corporate officer at Comcast Corporation and also served as a strategic advisor to Comcast senior leadership, crisis manager and negotiations expert during Comcast Corporation’s acquisition of NBCUniversal from 2009 to 2011. Prior to joining Comcast Corporation in 1998, Mr. Brown spent three years practicing law at Helmke, Beams, and Boyer. He also served as an assistant prosecutor for the State of Indiana, and as the Director of Public Safety for the city of Fort Wayne, Indiana. He served on the Fort Wayne Community Schools school board for eight years, presiding as President of the board for two years. Mr. Brown serves on the board of directors of Altimar I and is the chair of the Nominating Committee and the chair of the Compensation Committee. Mr. Brown also serves on the boards of directors of HireQuest Inc. and Revolt Media and is a member of both companies’ compensation committees. Mr. Brown has previously served on a number of boards, including the Philadelphia Urban League, Project Home, and on the Board of Advisors for the Philadelphia Chapter of the National Association for Multi- Ethnicity in Communications (NAMIC). He has served as an advisor to The HistoryMakers, TV One, the American Black Film Festival and the Black Filmmaker Foundation. Mr. Brown has also served as a retained strategic advisor to Comcast Corporation. Mr. Brown received a J.D. from George Washington University and a B.S. in Management from Purdue University.
Richard M. Jelinek, 55
Director
Mr. Jelinek is Managing Director at Czech One Capital Partners and an active healthcare investor and executive. Previously, Mr. Jelinek was executive vice president, enterprise modernization and integration at CVS Health. He led the integration efforts related to the CVS Health and Aetna merger as well as the broad scale infrastructure modernization activities. Mr. Jelinek has held senior leadership roles within payor, provider and private equity organizations, including working as an operating partner at Advent International over his 25-year career. Previously, Mr. Jelinek served as executive vice president of enterprise strategy and head of Aetna’s local markets and national accounts operations. For 19 years of his career, Mr. Jelinek served in a variety of executive leadership roles at UnitedHealth Group and a predecessor company, including CEO of OptumHealth and CEO of the company’s Medicaid, Medicare Advantage and Emerging Businesses Group. Mr. Jelinek is a member of the Young Presidents’ Organization and a founding advisory board member for the Griffith Leadership Center at the University of Michigan School of Public Health. He currently is a member of the boards of directors of HealthEdge and In Health MD Alliance and previously served on the boards of directors of Cotiviti, Sutter Health, Redbrick Health, the Minnesota Children’s Museum and The Long Term Care Group. In addition, Mr. Jelinek serves on the board of directors of Altimar I and is a member of the Compensation Committee. Mr. Jelinek holds a master’s degree in health services administration and an MBA from the University of Michigan, as well as a bachelor’s degree in business administration from the University of Southern California.
Roma Khanna, 51
Director
Ms. Khanna is a content innovator, executive and entrepreneur. From 2017 to 2020, Ms. Khanna was the chief executive officer at REVOLT Media and TV, responsible for leading strategy and operations of the real-time, multi-platform brand and network, reporting directly to the Chairman, Sean Combs, and the board of directors. She remained on as advisor to the board of directors after she chose to step down as chief executive officer. From 2011 through 2015, Ms. Khanna was President of MGM Television Group and Digital where she oversaw creative development and production as well as worldwide TV and digital distribution for branded channels. Under Ms. Khanna’s leadership, MGM Television developed and delivered several critically acclaimed award-winning series, including “The Handmaid’s Tale” to Hulu, “Fargo” to FX, “Vikings” to HISTORY. Prior to joining MGM, Ms. Khanna served as President, Universal Networks International & Digital Initiatives, with NBC Universal. While at NBC Universal, Roma oversaw and grew NBC Universal’s portfolio of international television channels, including the Syfy Channel, 13th Street, Universal Channel, Hallmark Channel, Divatv and Movies24 brands, as well as the Digital Initiatives division. Ms. Khanna has also served as Senior Vice President, Content and Co-Head of Television for CHUM Limited in Canada. Ms. Khanna began her career in digital media with Snap Media and in music at Sony Music Canada. Ms. Khanna serves as a board member of the Canadian Film Centre and sits on the commercial committee of BAFTA and the advisory board for the Peabody Awards. Since November 2020, Ms. Khanna has also served as the Executive Chairman of HiddenLight Productions Limited. In addition, Ms. Khanna serves on the board of directors of Altimar I and is a member of the Nominating Committee. Ms. Khanna has received The Euro 50 award from Eurodata and was the first recipient of Reed MIDEM’s “MIPCube Media Architect of the Future Award” for her pioneering work in the use of new digital platforms. Ms. Khanna earned a bachelor of science from the University of Toronto, a J.D. from the University of Detroit, a bachelor of law from the University of Windsor and an MBA from York University-Schulich School of Business.
Michael Rubenstein, 47
Director
Mr. Rubenstein is an entrepreneur and executive who played a key role in building AppNexus, which was acquired by AT&T in 2018, and DoubleClick, which was acquired by Google in 2008. Mr. Rubenstein specializes in marketplace strategy, win-win partnerships, developing talent, and building high-performing go-to-market organizations that create global impact. At AT&T, he served as President of AppNexus (re-branded Xandr), where he oversaw go-to-market for the company’s digital ad platform. Prior to AT&T, Mr. Rubenstein spent nearly a decade as President and Board member at AppNexus, and was a chief architect of the company’s growth from startup to a leader in programmatic advertising. Prior to joining AppNexus, Mr. Rubenstein founded and served as General Manager of DoubleClick Ad Exchange, a leading marketplace for programmatic advertising, after joining DoubleClick through the acquisition of Toronto-based martech startup FloNetwork, later re-branded DARTmail. Mr. Rubenstein serves on the board of directors of Altimar I and is a member of the Audit Committee. Mr. Rubenstein also serves on the board of directors for Estrella Broadcasting, Inc. Mr. Rubenstein has also served on non-profit Boards, including the Interactive Advertising Bureau and Global Cities (a Bloomberg Philanthropy). Mr. Rubenstein regularly speaks at business conferences and schools, and actively advises and invests in the next generation of entrepreneurial ventures. He holds a bachelor’s degree from McGill University and an MBA from Columbia Business School.
Vijay K. Sondhi, 56
Director
Mr. Sondhi is the CEO of NMI. He is an accomplished fintech executive and investor. Mr. Sondhi ran Visa’s CyberSource and Authorize.net businesses, was head of Visa’s corporate strategy and launched Visa’s flagship One-Market Innovation Center. He served as chief financial officer for three private equity and venture-backed companies spanning a wide variety of fintech solutions, including ERP accounting, point-of-sale systems, hospitality reservations and billing, plus financial document management, where he raised private capital, executed merger and acquisition transactions and oversaw an initial public offering. Mr. Sondhi’s executive career includes senior roles with Oracle-Micros, OpenText-IXOS and SAP. He serves on the boards of Verifone and Tangem. In addition, Mr. Sondhi serves on the board of directors of Altimar I and is a member of the Audit Committee. Mr. Sondhi earned an MBA in finance from Columbia University and a Bachelor of Science degree in computer science from The University of British Columbia.
Michael Vorhaus, 63
Director
Mr. Vorhaus currently serves as a member of the board of directors of Perion Network (Nasdaq: PERI). In addition, Mr. Vorhaus serves on the board of directors of Altimar I and is a member of the Audit Committee. Starting December 2018, Mr. Vorhaus founded Vorhaus Advisors and is CEO of the firm. From 1994 to November 2018, he was in a variety of positions at Frank N. Magid Associates, Inc., a research-based strategic consulting firm. From 1994 to 2008, Mr. Vorhaus served as its Senior Vice President and Managing Director and from 2008 to 2018 he served as the President of Magid Advisor, a unit of Magid Associates. From 2013 to 2014, Mr. Vorhaus served as a director of Grow Mobile. In 1987, he founded Vorhaus Investments. Mr. Vorhaus holds a B.A. in Psychology from Wesleyan University and completed the Management Development Program at the University of California, Berkeley’s Haas School of Business.