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BlueRiver Acquisition Corp. *

BlueRiver Acquisition Corp. *

Jan 12, 2021 by Kristi Marvin

EXTENSION – 8/6/24 – LINK

  • The SPAC approved the extension from August 2, 2024 to August 2, 2025.
    • Redemptions were not disclosed.
    • No ontribution will be made into the trust account.

The below-announced combination was terminated on 7/8/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Spinal Stabilization Technologies [Terminated]

ENTERPRISE VALUE: $302 million
ANTICIPATED SYMBOL: TBD

BlueRiver Acquisition Corp. entered into a definitive business combination agreement with Spinal Stabilization Technologies

Spinal Stabilization Technologies (“SST”), is a medical device firm in the U.S., specializing in nucleus pulposus replacement. SST’s flagship investigational device, the PerQdisc, is an innovative lumbar intervertebral disc nucleus replacement designed to alleviate chronic lower back pain associated with Degenerative Disc Disease.

EXTENSION – 2/7/24 – LINK

  • The SPAC approved the extension from February 2, 2024 to August 2, 2024.
    • Redemptions were not disclosed.
    • $0.025/Share contribution will be made into the trust account.

EXTENSION – 8/8/23 – LINK

  • The SPAC approved the extension from August 2, 2023 to February 2, 2024.
    • Redemptions were not disclosed.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 7/25/23 – LINK

  • The SPAC and Sponsor entered into a non-redemption agreement with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares.
    • The Sponsor has agreed to transfer an aggregate of 40,000 shares to the non-redeeming shareholders immediately following consummation of an initial business combination.

TRANSACTION

  • The combined company would have an estimated post-transaction enterprise value of approximately $302 million, assuming a proposed future $40.0 million equity raise (the “PIPE”) and assuming 100% redemptions by BlueRiver public shareholders.
  • The proposed transaction represents a pre-money equity value of $240 million.
  • BlueRiver’s and SST’s respective boards of directors have approved the transaction, which is expected to close in the fourth quarter of 2023, or early 2024.
  • SST shareholders will roll 100% of their existing SST equity holdings and are expected to own equity-linked securities representing approximately 70% of the combined company.

SPAC FUNDING

  • The SPAC anticipates entering into a PIPE funding agreement.

LOCK-UP

  • Sponsor Lock-Up:
    • With respect to 75% of the Sponsors shares, the earlier of (i) one year after the Closing and (ii) if the VWAP equals or exceeds $12.00 for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.
    • With respect to 25% of the Sponsors shares, the earlier of (i) the sixth anniversary after the Closing and (ii) if the VWAP equals or exceeds $12.50 for any 20 trading days within any 30-trading day period commencing after the date of the BCA.
  • Sponsor Forfeiture:
    • In the event of the failure to achieve the trading price threshold set forth above, on or prior to the 6th anniversary of the Closing, the 25% of Founder Shares subject to the Lock-Up provision will be subjected to forfeiture.

NOTABLE CONDITIONS TO CLOSING

  • SST and BlueRiver shareholder approvals.
  • Completion of mutual due diligence and a committed PIPE or other mutually satisfactory financing resulting in net proceeds of at least $10 million.
  • upon the Closing, after giving effect to the completion of any redemptions, Surviving Pubco having net tangible assets of at least $5,000,001.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either party if the Closing has not occurred on or before February 2, 2024 (the “Outside Date“) – AMENDED
  • Outside Date was extended to 3/31/24.

ADVISORS

  • SST Advisors:
    • Kreager Mitchell, PLLC is acting as legal counsel
  • BlueRiver Advisors:
    • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), acts as financial advisor and lead capital markets advisor
    • Goodwin Procter LLP is acting as legal counsel

EXTENSION – 2/1/23 – LINK

  • The SPAC approved the extension from February 2, 2023 to August 2, 2023.
    • 26,738,255 shares were redeemed at the meeting for approximately $10.63/Share
    • No contribution to trust was made

SUBSEQUENT EVENT – 1/25/23 – LINK

  • The SPAC and the Sponsor entered into a non-redemption agreement with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares.
    • The Sponsor has agreed to transfer to such third party or third parties an aggregate of 50,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. 

SUBSEQUENT EVENT – 1/24/23 – LINK

  • The Company has identified a potential business combination target company in the medical technology sector for an initial business combination.
  • If the Extension Proposal is implemented, the Company plans to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to maintain the funds in the trust account in cash in an interest-bearing demand deposit account at a bank.
    • Interest on such deposit account is currently 2.5% per annum, but such deposit account carries a variable rate and the Company cannot assure you that such rate will not decrease or increase significantly.

MANAGEMENT & BOARD

Executive Officers

John Gregg, 57
Co-Chairman and Co-Chief Executive Officer

Mr. Gregg has been the founder of Bluewater Ventures since 2003. Bluewater Ventures represents his family office and focuses on investing in special situations in the technology, media, telecom and entertainment industries. Mr. Gregg previously held various leadership roles including Head of Corporate Development and CFO from 1994 to 2003 for NTL Inc (now Virgin Media), a NYSE-listed cable communications company. Mr. Gregg also served as a Managing Director in charge of corporate finance and development for Cellular Communications Inc, Cellular Communications Intl, and Cellular Communication Puerto Rico Inc, three Nasdaq-listed companies. He was Managing Director and Chief Restructuring Officer of Iesy GMBH and the Managing Director of Cablecom GMBH, the largest Swiss broadband provider. Over his 30-year career in the TMT sector, he has negotiated over 50 acquisitions, divestitures and corporate restructurings and arranged over $18 billion in strategic investments. He has successfully led operational restructurings in companies varying in size from 500 to 25,000. He was the Vice Chair and co-founder of Virgin Net and served as the Executive Chairman of Carat Security and Centigon, both providers of global mobile security solutions. Mr. Gregg received his MBA from Harvard Business School and his undergraduate degree from Georgetown University.

Randall Mays, 55
Co-Chairman, Co-Chief Executive Officer & Chief Financial Officer

Mr. Mays has been the Founder & CEO of Running M Capital and Co-Managing Partner of Mays Family Enterprises since 2013. He sits on the boards of Live Nation Entertainment, Digital Defense, Spinal Stabilization Technologies, BuildGroup Technology Fund, Live Undiscovered Music (LÜM), Mind Science Foundation and the Mays Family Foundation. Running M Capital is a private investment firm supporting innovative and passionate entrepreneurs with novel ideas and technologies. Mays Family Enterprises (MFE) is a family office fund that partners with trusted and experienced management teams to invest in profitable companies with strong opportunities to grow their core businesses and pursue new market opportunities. After graduating from Harvard Business School in 1991, Mr. Mays began his career at Goldman Sachs & Co. working with the mergers and acquisitions team before joining Clear Channel Communications. Mr. Mays spent almost 20 years at Clear Channel Communications (now iHeartCommunications), a Fortune 500 mass media corporation, holding various leadership roles including Vice Chairman, President and CFO from 1993 to 2013. During his tenure, Clear Channel Communications (NYSE:CCU) was one of the best performing stocks for the decade of the 1990’s. Mr. Mays helped manage over 40,000 employees, global operations, strategy, corporate development and capital markets. Since joining the company , Mr. Mays supported Clear Channel Communications’ growth from a handful of radio stations to an enterprise with over 1,200 radio stations, one of the largest outdoor advertising businesses in the world and the largest live entertainment company. Annual revenue grew during that period from approximately $100 million to over $6.9 billion in 2008, when the company was sold. While at Clear Channel, Mr. Mays led the strategic initiative to further consolidate the Live Entertainment business through its wholly owned subsidiary Clear Channel Entertainment. Mr. Mays oversaw its spinout into the publicly traded company now known as Live Nation Entertainment (NYSE:LVY). During this period, Mr. Mays was the CEO of Clear Channel Entertainment and served as the Chairman of Live Nation from its inception until its merger with Ticket Master. After stepping down as Chairman in 2010, Mr. Mays has served on the board as Chair of the Nominating and Governance Committee and a member of the Executive Committee. Mr. Mays also served on the board of Clear Channel Outdoor (NYSE:CCO), XM Satellite Radio, American Tower Corporation, and CNET Technologies. He has recently joined the Bridge Builders Collaborative, an investment group focused on technology to redefine mindfulness and social wellness. Mr. Mays received his MBA from Harvard Business School and his undergraduate degree from University of Texas.

Eric Medina, 33
Managing Director, Head of Finance & Corporate Development

Mr. Medina previously worked at Westhook Capital, a private equity fund where he was responsible for sourcing, executing and managing new platform investments, from 2019 to 2020. Prior to Westhook Capital, Mr. Medina was a Vice President at aPriori Capital Partners, an independent leveraged buyout fund advisor created in connection with the spin-off of DLJ Merchant Banking Partners from Credit Suisse from 2012 to 2018. Prior to DLJ Merchant Banking Partners, Eric served as an investment banking analyst in the TMT group at Credit Suisse. He began his career as an energy trader with Barclays Capital. Mr. Medina holds a BBA from the Ross School of Business at the University of Michigan.

Board of Directors

Anne Farlow, 55
Director

Anne Farlow is an experienced private equity investment professional and currently serves as Non-Executive Chairman of the Board of Pershing Square Holdings, Ltd. Ms. Farlow, a Hong Kong resident, has been an independent director of Pershing Square Holdings, Ltd. since 2014. Since 2005, she has been an active investor in and nonexecutive director of various unlisted companies. From 2000 to 2005, she was a director of Providence Equity Partners in London, and was one of the partners responsible for investing a $2.8 billion fund in telecom and media companies in Europe. From 1992 to 2000, she was a director of Electra Partners. Prior to working in private equity, Ms. Farlow worked as a banker for Morgan Stanley in New York, and as a management consultant for Bain and Company in London, Sydney and Jakarta. Ms Farlow graduated from Cambridge University with a MA in engineering in 1986 and a Meng in chemical engineering in 1987. She obtained an MBA from Harvard Business School in 1991.

Alok Sama, 58
Director

Alok Sama, our director nominee, was formerly the President and CFO of SoftBank Group International , where he was responsible for the finance functions for SoftBank Group International and its operating affiliates. Alok served as CFO of SoftBank Group International from September 2014 to July 2016 and President and CFO from July 2016 to April 2019. Alok served as a Senior Advisor of SoftBank Group International from April 2019 to February 2020. Alok also served as Chief Strategy Officer for SoftBank Group, where his responsibilities included corporate development, M&A, all proprietary investments and investor relations. While at SoftBank, Alok led the announced $59 billion merger of Sprint and T-Mobile, SoftBank’s $34 billion acquisition of ARM Holdings Plc, the $10 billion disposition of SoftBank’s stake in Alibaba Group Holding, SoftBank’s $8.6 billion sale of Supercell Oy to Tencent Holdings, and the restructuring of SoftBank’s holding in Yahoo Japan. He was also responsible for multiple growth capital investments across technology verticals, including ridesharing, fintech and communications. Alok additionally represented SoftBank as a Board member at ARM Holdings from August 2016 to April 2019, Fortress Investment Group from June 2018 to May 2019, Brightstar Corp from January 2016 to April 2019, SoftBank Energy from June 2016 to June 2020, SoFi from October 2018 to September 2020, SoftBank Group Capital and Airtel Africa from November 2018 to May 2019. Alok has over 30 years of investment banking, capital markets and investment experience in New York, London and Hong Kong. Prior to his time at SoftBank, Alok was a senior Managing Director at Morgan Stanley. While at Morgan Stanley, he led the firm’s communications practice in Europe and its TMT practice in the Asia-Pacific region. He also established Morgan Stanley’s capital markets business in Asia as well as its investment banking practice in India. His experience at Morgan Stanley included M&A advisory, IPOs, restructurings and financing transactions for clients in North America, Europe and Asia. Alok also co-founded Baer Capital Partners, an alternative asset management firm focused on India with over $300 million in assets, in partnership with the Baer family and Dubai Holdings. He continues to serve as a Director of Baer Capital. He is a member of the CNBC Global CFO Council and is a former Chairman of the London Chapter of the Young Presidents’ Organization (YPO). Alok has served as a Senior Advisor to The Raine Group since January 2020 and a Senior Advisor to Warburg Pincus LLC since December 2019.

John E. Sununu, 56
Director

He was a member of the Committees on Banking, Commerce, Finance and Foreign Relations, and he was appointed the Congressional Representative to the United Nations General Assembly. Before his election to the Senate, Senator Sununu served three terms as a member of the U.S. House of Representatives from New Hampshire’s 1st District from 1996 to 2002, where he was vice chairman of the Budget Committee and a member of the Appropriations Committee. During his twelve years in Congress, he drafted and helped pass several important pieces of legislation, including the Internet Tax Freedom Act, the Survivors Benefit Act and the New England Wilderness Act. Prior to serving in Congress, Senator Sununu served as chief financial officer for Teletrol Systems, a manufacturer of building control systems. Senator Sununu formerly served as a director of Time Warner Cable Inc. He has been a director of Boston Scientific since 2009 and as Council member of Lloyd’s of London since 2019. He received his B.S. and M.S. degrees in Mechanical Engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard Business School.

ByKristi Marvin