Atlas Crest Investment Corporation

Atlas Crest Investment Corporation

Oct 16, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Archer

ENTERPRISE VALUE: $2.713 billion
ANTICIPATED SYMBOL:  ACHR

Atlas Crest Acquisition Corp. proposes to combine with Archer, an Urban Air Mobility (“UAM”) company and developer of all-electric vertical take-off and landing (“eVTOL”) aircraft.

Archer is creating the world’s first electric airline that moves people throughout the world’s cities in a quick, safe, sustainable, and cost-effective manner. As the world’s only vertically integrated airline company, Archer is designing and developing electric vertical takeoff and landing (eVTOL) aircraft for use in Urban Air Mobility that can carry passengers for 60 miles at speeds of up to 150 mph while producing minimal noise. Archer’s team is based in Palo Alto, CA.


SUBSEQUENT EVENT – Press Release Link

Atlas Crest (NYSE:ACIC) announced this morning that it had revised its deal with electric vertical take-off and landing (eVTOL) aircraft-maker Archer, dropping its enterprise value from $2.7 billion to $1.7 billion.

This makes for a 38% drop in valuation for Archer, which was the first in a series of eVTOL-makers to strike deals with SPACs earlier this year. Like Atlas Crest, Reinvent Technology Partners (NYSE:RTP), Qell (NASDAQ:QELL), and Broadstone (NYSE:BSN), which each inked their own eVTOL deals, have all been trading under $10 over the past several weeks.

This is not completely out of line with the broader SPAC market, which is facing considerable headwinds at the moment. But, Archer faced an additional stumbling block in the form of a pending intellectual property lawsuit. Rival eVTOL developer Wisk has claimed in a suit that a former employee transferred 52 trade secrets to Archer, which now underpin a number of its patents.

Archer got an early victory in the ongoing legal battle when a federal judge rejected Wisk’s request for an preliminary injunction against the use of those patents last week. But, the wheels of justice turn more slowly than a de-SPAC process and this suit will likely remain unresolved beyond Atlas Crest’s preferred timeline for completing the transaction.

Atlas Crest has until October 2022 to complete a transaction, but this deal was announced in February and the SPAC would likely be looking at scheduling a completion vote in the near future, all things being equal. Atlas Crest likely hopes that a major reduction in Archer’s valuation will sweeten terms for investors and keep their eyes from straying to the other eVTOL deals also headed towards completion in the coming weeks.

To project further confidence in the combined company’s path, Archer also announced that former United Airlines (NASDAQ:UAL) Chairman and CEO Oscar Munoz will be joining its Board. United has placed an order for $1 billion worth of Archer aircraft, contingent upon them meeting certain milestones.


TRANSACTION

The transaction values the combined company at an implied $3.8 billion pro forma equity value at the $10.00 per share PIPE price. The combined company is expected to receive approximately $1.1 billion of gross proceeds from a fully committed common stock PIPE offering of $600 million, along with approximately $500 million cash held in trust, assuming minimal redemptions of Atlas Crest’s existing public stockholders. Net cash from the transaction will be used to fund Archer’s development to commercialization and is expected to exceed the funding required to achieve cash flow positive. Archer’s existing shareholders will roll 100% of their shares into the combined company.



PIPE

  • The $600 million PIPE at $10.00 per share included participation from leading strategic and long-term financial investors including United Airlines, Stellantis and the venture arm of Exor, Baron Capital Group, the Federated Hermes Kaufmann Funds, Mubadala Capital, Putnam Investments and Access Industries. Additionally Ken Moelis and affiliates, along with Marc Lore, are investing $30 million in the PIPE

NOTABLE CONDITIONS TO CLOSING

  • Archer’s obligation to complete the Business Combination is conditioned upon, among other things, the aggregate cash proceeds from the Trust Account, together with the proceeds from the PIPE Financing, equaling no less than $600,000,000 (after deducting any amounts paid to Atlas’ stockholders that exercise their redemption rights in connection with the Business Combination).

NOTABLE CONDITIONS TO TERMINATION

  • By either Atlas or Archer, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to September 10, 2021 (The Termination Date).

ADVISORS

  • Moelis & Company LLC is serving as exclusive placement agent on the PIPE
  • Barclays Capital Inc. is serving as exclusive financial and capital markets advisor to Archer
  • Moelis & Company LLC is serving as exclusive financial advisor to Atlas Crest
  • Cantor Fitzgerald & Co. is serving as exclusive capital markets advisor to Atlas Crest
  • Cooley LLP is serving as legal advisor to Archer
  • Kirkland & Ellis LLP is serving as legal advisor to Atlas Crest

MANAGEMENT & BOARD


Executive Officers

Michael Spellacy, 49
Chief Executive Officer

Mr. Spellacy has extensive experience in technology, data and analytics, capital markets and private equity and has worked as an investor, investment banker and consultant. Most recently, Mr. Spellacy was a Senior Managing Director at Accenture plc and Global Industry Leader of Accenture Capital Markets while overseeing Accenture’s Asset Management, Wealth Management and Investment and Trading businesses. Accenture plc is a multinational Fortune Global 500 professional services firm with 2020 revenues of over $44 billion. Mr. Spellacy began his role at Accenture in 2017. Mr. Spellacy is transitioning out of his role at Accenture during the fourth quarter of 2020 in order to pursue the Atlas Crest CEO role. During this period, Mr. Spellacy’s time will be primarily focused on his Atlas Crest related duties and ensuring a successful transition of Accenture client responsibilities. Prior to Accenture, Mr. Spellacy was a Senior Partner, Asset and Wealth Management, at PwC from 2015 to 2017 and prior to that role, Mr. Spellacy was a Partner at Broadhaven Capital, an industry leading independent investment bank and private equity investor servicing the financial services and technology sectors from 2013 to 2015. Prior to Broadhaven, Mr. Spellacy was a Senior Executive, Management Committee Advisor at Bridgewater, a widely recognized money manager from 2009 to 2013. Mr. Spellacy led Bridgewater’s $130bn AuM Transformation Program. Prior to Bridgewater, Mr. Spellacy was a Partner and Managing Director at the Boston Consulting Group (BCG) from 2003 to 2009 where he helped guide the firm’s global Alternative Investments Practice providing strategic business advisory services to global asset managers, sovereign wealth funds and asset owners. He received his B.S. (Econ) from the London School of Economics, and MBA from the University of Hartford.


Taylor Rettig, 38
COO and Head of Corporate Development

Mr. Rettig most recently served as the Chief Executive Officer of Draper James, a lifestyle brand founded by Reese Witherspoon, from 2017 to 2020. While at Draper James, Mr. Rettig was also a Partner at JH Partners, a San Francisco based investment firm, a role he served in since 2014, and previously held a number of increasingly senior roles at JH Partners during his initial tenure with the firm from 2007 to 2013. From 2013 to 2014, Mr. Rettig served as the Chief Strategy Officer of Alex and Ani, a rapidly growing trend jewelry business into which Mr. Rettig had previously led a growth equity investment on behalf of JH Partners. Mr. Rettig began his career as an investment banker with Morgan Joseph & Co. Mr. Rettig is an active member of Young Presidents’ Organization (“YPO”) and received his A.B. in Politics from Princeton University.


Christopher Callesano, 47
Chief Financial Officer

Mr. Callesano is currently a Managing Director of Moelis and has served as its Principal Accounting Officer since 2016 and its Corporate Controller since 2010. From 2008 to 2010, Mr. Callesano was Senior Managing Director of Financial Reporting and Accounting Policy at NASDAQ OMX where he was responsible for preparing the financial statements filed with the SEC. Previously, Mr. Callesano worked at Merrill Lynch from 2004 to 2008, most recently as Director of Corporate Reporting. Prior to joining Merrill Lynch, Mr. Callesano held various other accounting positions, including as an auditor with Ernst & Young. Mr. Callesano holds a B.S. in Accounting from Penn State University and an M.B.A. in Finance from the Stern School of Business at New York University. He is a Certified Public Accountant licensed in New York State.

Board of Directors

Kenneth Moelis, 62
Chairman of the Board

Mr. Moelis is Chairman of the Board of Directors and has served as Chief Executive Officer of Moelis since 2007. Mr. Moelis has almost 40 years of investment banking and mergers and acquisitions experience. Prior to founding our Company, Mr. Moelis founded Moelis, a global independent investment bank, and its affiliate, Moelis Asset Management L.P., an alternative asset management firm with approximately $6 billion of assets under management across private equity, direct lending, credit funds, and structured products. Since its inception, Moelis has advised on approximately $3.5 trillion of transactions including mergers and acquisitions, restructurings and recapitalizations. Mr. Moelis led Moelis’ initial public offering in 2014 while being named EuroMoney’s Banker of the Year. Since its IPO, Moelis has organically grown revenues by over 80% and has generated a total shareholder return of over 100%, including quarterly and special dividends. Prior to founding Moelis, Mr. Moelis worked at UBS from 2001 to 2007, where he was most recently President of UBS Investment Bank and previously Joint Global Head of Investment Banking. Before joining UBS, Mr. Moelis was Head of Corporate Finance at Donaldson, Lufkin & Jenrette, where he worked from 1990 through 2000. Mr. Moelis began his career as an investment banker with Drexel Burnham Lambert in 1981. Mr. Moelis serves on the University of Pennsylvania Board of Trustees, the Wharton Board of Overseers, the Ronald Reagan UCLA Medical Center Board of Advisors and was formerly Chair and Director on the Tourette Association of America Board. Mr. Moelis holds a B.S. and an M.B.A. from the Wharton School at the University of Pennsylvania.


David Fox, 62
Director

Mr. Fox was most recently a senior partner at Kirkland & Ellis LLP from 2009 to 2019 and served as a member of its Global Executive Management Committee. Prior to joining Kirkland, Mr. Fox worked at Skadden, Arps, Slate, Meagher & Flom LLP from 1983 to 2009, where he was most recently a partner and a member of its top governing committee. Mr. Fox is a director of Atrium European Real Estate Limited, Gamida Cell Ltd., Israel Discount Bank of New York and MediWound Ltd. Mr. Fox is also a member of the board of directors at the Park Avenue Armory and a member of the advisory board of New Alternatives for Children, for which he provides crucial support to families caring for medically fragile children. In addition, Mr. Fox is on the board of governors and an honorary fellow of the Hebrew University, Jerusalem. We believe Mr. Fox’s extensive transactional and management experience make him well qualified to serve on our board of directors.


Emanuel Pearlman, 60
Director

Mr. Pearlman currently serves as Chairman and Chief Executive Officer of Liberation Investment Group, a New York based investment management and financial consulting firm, which he founded in 2003. He was appointed to the board of AMI 1 LLC, the owner of Associated Materials, Inc., in September 2020. Mr. Pearlman has been a member of the Board of Directors of Network-1 Technologies, Inc. since 2012, where he serves as Chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee. Mr. Pearlman previously served as a director of Empire Resorts from 2010 to 2019 including as Executive Chairman of the Board from 2016 to 2019 and Non-Executive Chairman of the Board from 2010 to 2016. Mr. Pearlman was a member of the Board of Directors of CEVA Logistics AG from May 2018 to October 2019 and served on its Audit Committee from May 2018 to October 2019 and its Nomination and Governance Committee from May 2018 to May 2019. From 2013 through 2018, he served on the Board of Directors of CEVA Holdings, LLC. From 2018 through 2019, Mr. Pearlman served on the Board of Managers and as President of each of SRC O.P. LLC, SRC Facilities LLC and SRC Real Estate (TX) LLC, which are special purpose bankruptcy remote limited liability companies with ownership of approximately 100 real estate properties of Sears. From May 2017 through September 2017, Mr. Pearlman served on the Board of Directors of ClubCorp Holdings where he served on the Strategic Review Committee, and from 2009 to 2014, he served as the sole independent director of the Fontainebleau Miami JV LLC, which owned and operated the Fontainebleau Hotel in Miami Beach. Mr. Pearlman served as a member of the Board of Directors of Dune Energy from 2012 to 2013 and Jameson Inns, Inc. from January 2012 to December 2012. He also served as a director of Multimedia Games, Inc. from 2006 to 2010. Mr. Pearlman holds an MBA from Harvard Business School and a B.A. in Economics from Duke University.