PROPOSED BUSINESS COMBINATION: KORE
ENTERPRISE VALUE: $1.014 billion
ANTICIPATED SYMBOL: KORE
KORE Wireless Group, Inc., a global leader in Internet of Things (“IoT”) solutions and worldwide Connectivity-as-a-Service (“CaaS”), and Cerberus Telecom Acquisition Corp., announced that they have entered into a definitive merger agreement. Upon completion of the transaction, the combined company expects to be listed on the New York Stock Exchange under the ticker symbol “KORE”.
KORE delivers mission-critical IoT enterprise solutions and CaaS services to more than 3,600 customers worldwide, including Fortune 500 enterprises. The Company manages over 12 million connected devices, serving a range of industries, with an increasing focus on key sectors that collectively represent over 80% of the IoT market. With the global IoT market forecasted to grow to nearly $1 trillion by 2025, KORE believes it is well-positioned to expand organically and through accretive acquisitions.
The transaction is expected to provide approximately $484 million of gross cash proceeds to the combined company, assuming no redemptions by CTAC’s shareholders, and includes a $225 million PIPE investment. Pro-forma net debt ratio is expected to be 2.0x, providing the combined company with financial flexibility to invest in both organic and inorganic growth. KORE’s majority shareholder Abry Partners has agreed to roll 100% of its common equity into the combined company. Assuming no public shareholders of CTAC exercise their redemption rights, Abry and existing KORE equity holders will own approximately 38.3%, CTAC shareholders will own approximately 36.8%, and PIPE investors will own approximately 24.9% of the issued and outstanding common stock of the combined company at closing.
The transaction, which has been approved by the KORE Board of Directors and CTAC Board of Directors, is expected to close in mid-2021.
SUBSEQUENT EVENT – 9/22/21 – LINK
Cerberus Telecom Acquisition Corp. (NYSE:CTAC) has again postponed its special meeting to vote to approve its combination with internet-of-things (IoT) provider KORE Wireless.
- The meeting, which was originally supposed to be held September 16th, but was first postponed to today, September 22nd, has been further postponed to next Wednesday, September 29th at 10:00 am. However, it’s for a good reason. CTAC and Kore have managed to secure additional funding to support its combination.
- As background, CTAC and Kore, despite a heavy number of redemptions by shareholders, was still able to meet its minimum cash closing condition of $345 million thanks to its backstop arrangement with Fortress Credit Corp., which allowed the Company to borrow up to $120 million via unsecured exchangeable notes due in 2028. However, in the past week, CTAC and Kore have rounded up an additional $65 million in financing on top of that.
- $40 million will come from certain holders of preferred shares of the ultimate parent entity of KORE Wireless Group, Inc. (“KORE”) electing to receive share consideration in lieu of $40 million of cash consideration. Additionally, in order to facilitate this, CTAC’s sponsor has agreed to contribute 600,000 Founder Shares to the Electing Holders. A further $25 million is via Fortress Credit Corp. in additional notes as part of their original backstop arrangement.
- Moreover, CTAC reported that as of the date of the press release approximately 86.32% of CTAC’s public shareholders had tendered their shares for redemption, which is down from last week’s reported 90.39% redemptions. Perhaps an additional week whittles that number down even further.
- CTAC’s public shareholders now have until 5:00 p.m. on Tuesday, September 28, 2021 to withdraw their redemptions and the business combination is expected to close on or about September 30, 2021.
- CTAC initially announced its $1.01 billion deal with KORE on March 12. Alpharetta, Georgia-based KORE provides connectivity hardware and service for smart devices and is working to move into the new world of 5G.
SUBSEQUENT EVENT – 7/27/21 – 8-K LINK
- On July 27, 2021, KORE Wireless Group, Inc. (the “Company”), a Delaware corporation and wholly owned subsidiary of Maple Holdings Inc. (“KORE”), entered into a backstop financing agreement (the “Backstop Agreement”) with an affiliate of Fortress Credit Corp. (“Fortress”) pursuant to which Fortress will make additional financing available, if necessary, to help satisfy any shortfall in the minimum cash condition arising as a result of redemptions by the public shareholders of Cerberus Telecom Acquisition Corp. (“CTAC”) at the closing of the proposed business combination of CTAC and KORE.
- To borrow up to $120 million in the event that redemptions by CTAC public shareholders exceed $139.2 million.
- Pursuant to the Backstop Agreement, at the closing of the business combination, the Company may issue senior unsecured exchangeable notes due 2028 (“Backstop Notes”) in an aggregate principal amount equal to the amount of the shortfall. Any Backstop Notes will be issued at par, bear interest at the rate of 5.50% per annum, and will have a maturity of seven years.
- Following the closing of the business combination and at Fortress’ option, the Backstop Notes may be exchangeable into shares of common stock of Pubco at $12.50 per share.
- At any time after the 2-year anniversary of the issuance of the Backstop Notes, Pubco may redeem the Backstop Notes for cash, force an exchange into shares of its common stock at $16.25 per share or settle with a combination of cash and an exchange.
- The backstop agreement contains a customary six-month lock up following the closing of the business combination, which prohibits Fortress from hedging the Backstop Notes by short selling Pubco’s common stock or hedging the notes via Pubco’s warrants or options.
- In connection with the Backstop Agreement, pursuant to a Waiver and Acknowledgment dated July 27, 2021, CTAC has waived the debt incurrence covenant in the Merger Agreement solely to permit KORE to enter into the Backstop Agreement and will be deemed to waive such debt incurrence covenant to permit KORE to utilize the Backstop Agreement upon consenting to such utilization. CTAC and KORE have also amended the merger agreement to extend the “Termination Date” thereunder to October 12, 2021.
- The $225 million PIPE priced at $10.00 per share is anchored by Koch Strategic Platforms, LLC, a subsidiary of Koch Industries and part of the Koch Investment Group, and funds and accounts managed by BlackRock
TRANSACTION SUPPORT AGREEMENT
Pursuant to the Transaction Support Agreement, the Sponsor agreed:
- to vote all equity securities of CTAC in favor of the Transactions
- not to transfer or sell any of such equity securities
- not to solicit or engage in discussions with respect to an alternative business combination transaction
- to waive anti-dilution protections with respect to its Class B Ordinary Shares of CTAC
KORE HOLDERS SUPPORT AGREEMENT
Pursuant to KORE Holders Support Agreement, the Requisite KORE Stockholders agreed:
- to refrain from (i) transferring their covered shares prior to the termination of the KORE Holders Support Agreement
- to refrain from (ii) joining any class actions with respect to any claim against CTAC
- certain stockholders agreed to exercise their drag-along rights in connection with the Transactions, subject to the terms and conditions of KORE Holders Support Agreement
NOTABLE CONDITIONS TO CLOSING
- KORE must have no less than $345 million in its trust account at combination after giving effect to redemptions and the PIPE investment
NOTABLE CONDITIONS TO TERMINATION
- The transaction can be terminated by either party if the transaction is not consummated on or before September 12, 2021
- “Termination Date” thereunder to October 12, 2021.
- Cowen and Company LLC is serving as exclusive financial advisor to KORE
- Kirkland & Ellis LLP is serving as legal counsel to KORE
- Goldman Sachs & Co. LLC is serving as lead financial advisor to CTAC
- Morgan Stanley & Co. LLC is serving as financial and capital markets advisor to CTAC
- Deutsche Bank Securities Inc. is also acting as financial and capital markets advisor to CTAC
- Cowen and Company LLC and Goldman Sachs & Co. LLC are also serving as co-placement agents on the PIPE
- Milbank LLP is serving as legal counsel to CTAC
- Ropes & Gray LLP is serving as legal counsel to the placement agents
MANAGEMENT & BOARD
Timothy M. Donahue, 71
Chief Executive Officer and Director
Timothy M. Donahue served as the Chief Executive Officer of Nextel Communications Inc., a nationwide wireless telecommunications company, from 1999 until 2005, when Nextel was merged with Sprint Corporation to form Sprint Nextel Corporation. Thereafter, and until 2006, Mr. Donahue was the Executive Chairman of Sprint Nextel and the Chairman of the Sprint Nextel Corporation. From 1996 until his appointment as Chief Executive Officer, Mr. Donahue served as the President and Chief Operating Officer of Nextel. During his tenure at Nextel, Nextel experienced significant improvements in financial performance, including significant growth in revenues and EBITDA. Over that same period, the market capitalization of the company increased from approximately $16 billion to approximately $40 billion. Mr. Donahue started his telecommunications career with McCaw Cellular in 1986 as president of its paging division. Mr. Donahue is currently a member of the board of directors of Ligado Networks (wireless network), and AURA Network Systems (communications), and former member of the board of directors of NVR Inc. (home builder) (NYSE:NVR). Mr. Donahue is a former director of ADT Corporation (home security) (formerly NASDAQ:ADT); Covidien plc (medical devices) (NYSE:COV); Eastman Kodak Company (imaging) (NYSE:KODK); Nextel Partners Inc. (telecommunications); and Tyco International Ltd. (diversified) (formerly NYSE:TYC). Mr. Donahue also served on the board of John Carroll University and is the former chairman of the Cellular Telecommunications & Internet Association (CTIA). In 2004, Institutional Investor Magazine honored Mr. Donahue as the best chief executive officer in the telecommunications services and wireless sector based on ratings by investors and brokerage firm analysts. Mr. Donahue received his BA in English Literature from John Carroll University.
Dr. Shaygan Kheradpir, 59
Chief Technology Officer and Director
Dr. Shaygan Kheradpir is best known for driving transformational change through technology innovation at Verizon where he was Group Chief Information Officer from January 2000 to December 2010, at Barclays Bank as Group Chief Operating Officer from January 2011 to December 2013, and at Juniper Networks from January 2014 to December 2014 and Coriant from September 2015 to June 2018 as Chief Executive Officer and Chairman. Dr. Kheradpir continues to work with high-tech start-ups in Silicon Valley, leading private equity firms, and national governments on 5G networks, next generation applications for the industrial internet, cybersecurity, artificial intelligence and blockchain. Dr. Kheradpir was on the founding Executive Leadership Committee of Verizon, helping transform it from a phone company to a premier telecom company worldwide in super high-speed networks such as FiOS and 4G-LTE, in interactive multi-media, and in world-class customer service and internal automation. At Barclays, Dr. Kheradpir was Group Chief Operating Officer and on the bank’s Global Executive Committee, setting the course for 21st century industrialization in financial services. At Juniper as Chief Executive Officer, Dr. Kheradpir focused the company by creating and executing its Integrated Operating Plan (IOP), while becoming a premier “cloud-builder” and creator of “high IQ networks” via cutting-edge networking technology, automation and machine learning. At Coriant as Chairman and Chief Executive Officer, Dr. Kheradpir integrated and re-invented three predecessor companies of Tellabs, Siemens Optical, and Sycamore, creating the industry-first Hyperscale Carrier Architecture (HCA) products, propelling Coriant to become the leading insurgent telecom equipment company worldwide across high-speed packet-optical and 5G networks. Dr. Kheradpir received his BS, MS and Ph.D. in electrical and computer engineering from Cornell University, served on the advisory board of US National Institute of Standards and Technology (NIST), is on the board of MTN Group (260 million wireless subscribers), and is on the Cornell University Engineering Council. Dr. Kheradpir was inducted into the CIO Hall of Fame in 2006 and selected in 1990 as outstanding young engineer by US National Academy of Engineering (NAE).
Jeffrey L. Lomasky, 69
Chief Financial Officer
Jeffrey L. Lomasky is the Chief Financial Officer and a Senior Managing Director of Cerberus Capital Management. Mr. Lomasky joined Cerberus in 1994. Prior to joining Cerberus, Mr. Lomasky was the Chief Financial Officer of New Street Securities from 1992 to 1994. From 1990 to 1992, Mr. Lomasky was the controller of Drexel Burnham Lambert and from 1989 to 1990, he was the Chief Financial Officer of European activities for Drexel Burnham Lambert. Mr. Lomasky is a graduate of Bernard Baruch College.
Nicholas P. Robinson, 40
Co-Chief Investment Officer
Nicholas P. Robinson is a Managing Director and Cerberus’ Global Head of Trading. Mr. Robinson currently sits on Cerberus’ Corporate Credit Investment Committee. Cerberus’ Corporate Credit team has invested approximately $30 billion across industries, geographies, and asset classes since inception. Mr. Robinson helps manage several of Cerberus’ largest ICT investments. Mr. Robinson is a member of Cerberus’ Financial Risk Subcommittee and is involved in risk management for the firm globally. Mr. Robinson joined Cerberus in 2011 from Morgan Stanley where he was an Executive Director in the Distressed Credit Trading division. Mr. Robinson started his career in the Leveraged Loan Group at Goldman Sachs in 2004. Mr. Robinson graduated from Acadia University in Nova Scotia, Canada.
Michael K. Palmer, 34
Co-Chief Investment Officer
Michael K. Palmer is a Managing Director at Cerberus within Cerberus’ private equity platform, which invests in global companies across various industries and geographies. In this role, Mr. Palmer helps support Cerberus’ private equity investments in healthcare, telecommunications and technology companies. Mr. Palmer has assisted in the identification of opportunities to collaborate with innovative managers and invest in sectors undergoing transformation. Mr. Palmer has also contributed to the development of Cerberus’ investing practice in emerging markets and he currently serves on Cerberus’ Emerging Markets Investment Committee. Mr. Palmer is also on the Board of Directors of Stratolaunch, an American aerospace company that develops and operates technologies to fulfill national priorities; and AURA Network Systems, a company focused on developing a dedicated nationwide air-to-ground wireless communications network. Mr. Palmer previously served on the Board of Directors of Steward Health Care (an accountable care organization), Covis Pharma (a specialty pharmaceuticals company), PaxVax Global (a global specialty vaccines business), and Print Media Holdings (a division of YP Holdings, which was an advertising solutions platform that Cerberus carved out of AT&T). Mr. Palmer is a graduate of Duke University.
Board of Directors
Frank W. Bruno, 55
Frank W. Bruno is responsible for leading Cerberus’s global investment activities across credit, private equity, and real estate strategies, working closely with Co-Chief Executive Officer, Stephen A. Feinberg. Prior to this role, Mr. Bruno was President of Cerberus Global Investments, where he was responsible for leading Cerberus’s international businesses. Since joining Cerberus in 1998, Mr. Bruno has overseen the investment of more than $38 billion in equity capital in Asia and Europe alone. Under Mr Bruno’s leadership, Cerberus expanded its international presence significantly, opening global advisory offices across Asia, including Beijing, Hong Kong, and Tokyo, and across Europe, including Baarn, Belfast, Dublin, Frankfurt, London and Madrid. Mr. Bruno graduated from Cornell University and received an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Bruno currently serves on the Wharton School’s Graduate Advisory Board.
Dr. Hossein Moiin, 56
Dr. Hossein Moiin has over 30 years of experience in the ICT sector. Dr. Moiin was Chief Technology, Innovation, and Strategy Officer for Nokia Mobile Networks from 2016 to 2018 where he was responsible for returning Nokia to profitability following the acquisition of the Alcatel Lucent wireless business and merging portfolios in a manner that minimized customer disruption. Dr. Moiin was also responsible for 5G and IoT, and for creating a roadmap from 4G networks encompassing technology and business models. Prior to that, Dr. Moiin was Chief Technology and Innovation Officer and a member of the Executive Board of Nokia from January 2012 to February 2016. Dr. Moiin also served in senior technology roles at British Telecom and T-Mobile. Dr. Moiin obtained his BS, MS and PhD degrees from the University of California, Santa Barbara, in Electrical and Computer Engineering.
Robert C. Davenport, 54
Mr. Davenport is Cerberus’ Head of Global Corporate Credit and Distressed Debt. Mr. Davenport is responsible for overseeing and managing Cerberus’ investments in stressed and distressed debt on a global basis. Mr. Davenport is also Chairman of the Corporate Credit Investment Committee. Since joining the firm in 1996, Mr. Davenport has played a significant role in building and establishing Cerberus’ core credit platform, which has invested approximately $30 billion across industries, geographies, and asset classes. In addition, Mr. Davenport has led the investment of multiple billions of capital per year during periods of market dislocation, such as the Asian Financial Crisis and the Great Financial Crisis. Mr. Davenport oversees a team of more than 25 dedicated investment professionals, who cover the United States, Europe, and emerging markets and have significant experience identifying and sourcing investment opportunities. During his tenure, Mr. Davenport has helped Cerberus develop new investment strategies that expand outside its core strategy of investing in stressed and distressed debt. Prior to Cerberus, Mr. Davenport was a principal at Vestar Capital Partners from 1990 to 1994, where he was responsible for identifying, analyzing and executing leveraged buyout opportunities. From 1988 to 1990, Mr. Davenport worked in the mergers and acquisitions group at Drexel Burnham. Mr. Davenport graduated from the University of California. Mr. Davenport is a member of the Board of Trustees for the Crossroads School for Arts and Sciences in Santa Monica, California.