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Churchill Capital Corp VII *

Churchill Capital Corp VII *

Jan 11, 2021 by Kristi Marvin

LIQUIDATION – 8/19/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be August 19, 2024.
    • The per-share redemption price will be approximately $10.84

The below-announced combination was terminated on 8/19/24.  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: CorpAcq Holdings Limited [Terminated]

ENTERPRISE VALUE: $1.735 billion
ANTICIPATED SYMBOL: CPGRA

Churchill Capital Corp VII proposes to combine with CorpAcq Holdings Limited.

CorpAcq Limited, headquartered in Altrincham, is a buy-and-build acquisitions group that has been active since 2006. The company focuses on unlocking business potential through financing and customized management support, employing strategic, legal, and financial expertise in its acquisitions. By creating supportive relationships with management and shareholders, CorpAcq adapts its approach to fit the individual needs of each business. The company’s investment strategy seeks long-term compound interest returns from a diversified, stable, and asset-rich portfolio. Additionally, CorpAcq offers consultation for business owners considering selling their companies, approaching only those that align with their investment criteria.

SUBSEQUENT EVENT – 8/5/24 – LINK

  • In connection with the BCA, the Parties are seeking to enter into the following:
    • Non-Redemption Agreements
      • Shareholders would receive a portion of the 15 million incentive shares
    • Ordinary Share Subscription Agreements with stockholders and PIPE investors
      • Shareholders would receive a portion of the 15 million incentive shares
    • Sponsor Ordinary Share Subscription Agreements
      • The Sponsor would purchase an aggregate of $15 million worth of shares and will NOT receive incentive shares
  • Additional Sponsor Forfeiture
    • If certain agreements are entered into, the number of shares to be subject to forfeiture by the Sponsor will increase by up to 9 million shares that will vest at $11.50 or $15.00 per share
  • To support the minimum cash condition, the parties may enter into additional forms of financing.

SUBSEQUENT EVENT – 8/2/24 – LINK

  • In support of financing effects, investors may be offered up to 15 million A1 Shares as incentive shares.

EXTENSION – 2/12/24 – LINK

  • The SPAC approved the extension from February 17, 2024 to August 17, 2024.
    • 951,810 shares were redeemed for $10.61/Share
    • $1 million per month will be deposited into the trust account.

SUBSEQUENT EVENT – 12/26/23 – LINK

  • The outside date was extended from February 17, 2024 to August 17, 2024

TRANSACTION

  • The transaction values CorpAcq at a pro forma enterprise value of $1.58 billion, providing an attractive entry point for Churchill VII shareholders with a discount to other leading European compounders.
  • The transaction is expected to deliver up to $592 million in gross proceeds from the cash held in Churchill VII’s trust account (assuming no redemptions by Churchill VII shareholders).
  • Upon completion of the transaction, CorpAcq expects to have up to approximately $199 million in cash on its balance sheet, of which $129 million is coming from transaction proceeds, to improve liquidity and financial flexibility, accelerate growth in its core UK market and expand its pipeline of acquisition opportunities.
  • Assuming no redemptions, existing CorpAcq shareholders will receive up to approximately $257 million in cash as part of the transaction and are expected to own approximately 46% of the Company post-close (assuming no redemptions).
  • The transaction, which has been approved by the Boards of Directors of CorpAcq and Churchill VII, is expected to close in late 2023 or early 2024.

Updated Transaction Overview

corp acq overview

Original Transaction Overview

cvii overview

SPAC FUNDING

  • In the event the Minimum Cash Condition would not be satisfied as of the date that the Closing would otherwise occur, then the Sponsor has agreed to purchase, cause the purchase (through one or more of its affiliates or third parties designated by it) or raise, on the Closing Date, securities of the Company for an aggregate purchase price equal to the amount necessary to satisfy the Minimum Cash Condition as of the Closing Date.

SPONSOR FORFEITURE

  • Churchill VII’s sponsor has elected to forfeit 15.0 million founder shares and 18.6 million Private Placement Warrants

EARNOUT

  • Company
    • The Company Earnout shall consist of an aggregate amount of Company Ordinary Shares equal to:
      • (a) 15,000,000 minus (b) the Specified Sponsor Retained Share Amount (as defined in the Sponsor Agreement and as may be adjusted pursuant to paragraph 5 therein); provided that only 11,000,000 Base Earnout Shares shall be issued at Closing and, instead of a right to any additional Base Earnout Shares at Closing, the Sellers shall have the contingent right to receive any remaining Base Earnout Shares from the Company within five (5) days following the final calculation of the Delayed Financing Amount pursuant to the Sponsor Letter.
  • Sponsor
    • Churchill VII’s sponsor has elected to unvest an additional 12.8 million shares to align with its shareholders and the long-term value creation and performance of CorpAcq.
      • 8.1 million shares will be released if the share price equals or exceeds $11.50 for 15 out of 60 trading days
      • 4.7 million shares will be released if the share price equals or exceeds $15.00 for 15 out of 60 trading days

LOCK-UP

  • Company and Sponsor
    • The Company and Sponsor have agreed not to transfer any Company Ordinary Shares or Company Class C-2 Shares held by such Seller (including any received in connection with the Transactions) until:
      • (i) one year following the Closing Date, in the case of any Seller or Eligible Earnout Party that is a member of management of CorpAcq Holdco immediately prior to Closing or
      • (ii) 180 days following the Closing Date in the case of all Sellers or Eligible Earnout Parties that are not members of management of CorpAcq Holdco immediately prior to Closing.
    • The Sponsor and each Insider agrees that it, he or she shall not transfer:
      • (i) 50% of its, his or her (1) Exchangeable Units (or the Exchanged Shares issued or issuable upon exercise of the Exchange Rights related thereto) or (2) the Company Public Warrants and the Company Private Placement Warrants (collectively, the “Company Warrants”) or Company Class C Shares (or Company Ordinary Shares issuable upon the exercise thereof) received pursuant to the Merger Agreement, until the twelve-month anniversary of the Closing Date; and
      • (ii) the remaining 50% of such securities received pursuant to the Merger Agreement, until the 18-month anniversary of the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • Churchill VII having available cash at closing of at least $350 million net of transaction fees and other customary closing conditions.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated prior to the Closing if the Closing has not occurred on or before February 17, 2024 (the “Outside Date”).
    • The outside date was extended from February 17, 2024 to August 17, 2024 – LINK

ADVISORS

  • Company
    • Reed Smith LLP served as legal counsel
  • SPAC
    • Citigroup Global Markets Inc. served as capital markets advisor
    • Weil, Gotshal & Manges LLP served as legal counsel
  • Duff & Phelps rendered a fairness opinion to the board of directors of Churchill VII in connection with the proposed transaction.

EXTENSION – 5/11/23 – LINK

  • The SPAC approved the extension from May 17, 2023 to February 17, 2024.
    • Holders of 79,983,929 shares of Class A common stock chose to redeem their shares
    • $1 million per month will be deposited into the trust account.

LETTER OF INTENT – 2/17/23 – LINK

  • The SPAC has entered into a non-binding letter of intent that sets forth the preliminary terms and conditions of a potential business combination with a private company that meets the Company’s investment criteria and principles and with which the Company has had discussions over an extended period of time.
    • As a result, the Company now has until May 17, 2023 to complete a Business Combination.

MANAGEMENT & BOARD

Executive Officers

Michael Klein, 57
Chief Executive Officer, President & Chairman 

Mr. Klein is also the Chief Executive Officer and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC and Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC. Mr. Klein is currently a Director of Credit Suisse Group AG and Credit Suisse AG. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company formed in 2019. Churchill Capital Corp III merged with MultiPlan, Inc. in October 2020, and Mr. Klein currently serves on the board of directors of MultiPlan, Inc. Mr. Klein is the founder and managing partner of M. Klein and Company, which he founded in 2012. M. Klein and Company is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science in Economics with concentrations in finance and accounting.

Jay Taragin, 54
Chief Financial Officer

Mr. Taragin is also the Chief Financial Officer of Churchill Capital Corp IV since April 2020, Churchill Capital Corp V since May 2020 and Chief Financial Officer of M. Klein and Company which he joined in May 2019. Prior to joining M. Klein and Company, Mr. Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant. Mr. Taragin is a CPA and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University.

Board of Directors

Glenn R. August, 59 [Resigned 12/29/21]
Director

Glenn R. August is also a Director of Churchill Capital Corp II, Churchill Capital Corp IV and Churchill Capital Corp V. Mr. August has also been named as a director nominee in connection with Churchill Capital Corp VI’s initial public offering. Mr. August is the Founder, Senior Partner and Chief Executive Officer of Oak Hill Advisors. In addition, he serves as global head of the firm’s distressed investment business. Mr. August has played leadership roles in numerous restructurings and served on numerous public and private company boards since 1987. Since 1996, he co-founded each of Oak Hill Advisors’ funds, where he serves as Managing Partner. He co-founded the predecessor firm to Oak Hill Advisors in 1987 and took over responsibility for its credit and distressed investment activities in 1990. Mr. August earned a Bachelor of Science degree from Cornell University and an M.B.A. from Harvard Business School, where he was a Baker Scholar.

Bonnie Jonas, 51

Director

Ms. Jonas has also been named as a director nominee in connection with Churchill Capital Corp VI’s initial public offering. She is the cofounder of Pallas Global Group, LLC (“Pallas Global”), a company that provides independent monitoring and consulting services to corporations and organizations. Prior to co-founding Pallas Global, Ms. Jonas served for 18 years as an Assistant United States Attorney in the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”). Ms. Jonas’s most recent position with the SDNY was as Deputy Chief of the Criminal Division, from 2013 to 2016. She also served as the SDNY’s Financial Fraud Coordinator for President Obama’s Financial Fraud Enforcement Task Force and as Co-Chief of the General Crimes Unit. Ms. Jonas was an attorney with the law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP and a law clerk for the Honorable Reena Raggi of the U.S. District Court in the Eastern District of New York. Earlier in her career, Ms. Jonas worked as a consultant at Peterson Consulting, where she evaluated settlement amounts in connection with pending asbestos litigation. Ms. Jonas is a graduate of the Wharton School at the University of Pennsylvania and Columbia Law School.

Mark Klein, 58

Director

Mark Klein is also a Director of Churchill Capital Corp II, Churchill Capital IV, Churchill Capital Corp V and has also been named as a director nominee in connection with Churchill Capital Corp VI’s initial public offering. He is the President and Chief Executive Officer of Sutter Rock Capital, and has been a director of Sutter Rock Capital since 2011. Since 2010, Mr. Klein has served as a Managing Member and Majority Partner of M. Klein and Company, LLC. Mr. Klein also serves on the Board of Directors for Atlantic Alliance Partnership Corp. and has served as an investment adviser at B. Riley Wealth Management since April 2012. Mr. Klein was a Director of National Holding Corporations from 2011 to 2014, where he also served as Chief Executive Officer and Co- Chairman from March 2013 to December 2014. He served as a director of New University Holdings Corp., from its inception in 2010 through August 2011, when New University Holdings Corp. merged with ePals, Inc. In addition, from April 2010 until May 2011, Mr. Klein served as the Chief Executive Officer and President and a Director of 57th Street General Acquisition Corp. until it completed a merger with Crumbs Bake Shop. Subsequently, Mr. Klein served as a member of the Board of Directors of Crumbs from May 2011 to March 2014. Mr. Klein has a Bachelor’s degree, with high distinction, in Business Administration from Emory University and an MBA from the J. L. Kellogg School of Management, Northwestern University.

Malcolm S. McDermid, 42

Director

Malcolm S. McDermid is also a Director of Churchill Capital Corp II and Churchill Capital Corp IV and has also been named as a director nominee in connection with Churchill Capital Corp VI’s initial public offering. He was previously a Director of Churchill Capital Corp. Mr. McDermid is also a Managing Director with Emerson Collective, where he has led Emerson Collective’s venture capital investing efforts since August 2017. He was previously a Partner with Andreessen Horowitz, a venture capital firm based in Menlo Park, California from March 2013 to July 2017. Prior to Andreessen Horowitz, Mr. McDermid was a Director with Stifel Nicolaus, formerly Thomas Weisel Partners, a technology focused investment bank in San Francisco. He began his career at Citigroup as a financial analyst. Mr. McDermid received a Bachelor of Arts degree in Computer Science and Quantitative Economics from Tufts University and a Master of Arts in Law and Diplomacy from the Fletcher School at Tufts University.

Karen G. Mills, 67

Director

Karen G. Mills is also a Director of Churchill Capital Corp II, Churchill Capital Corp IV, Churchill Capital Corp V and has been named as a director nominee in connection with Churchill Capital Corp VI’s initial public offering. Ms. Mills is also a Senior Fellow at the Harvard Business School since January 2014, focusing on economic policy, U.S. competitiveness, entrepreneurship and innovation. Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration from April 2009 to August 2013. Ms. Mills is the President of MMP Group since October 1993, which invests in financial services, consumer products and technology-enabled solutions businesses. Ms. Mills is Vice Chair of the immigration services company Envoy Global since September 2014. She also serves as Chair of the Advisory Committee for the Private Capital Research Institute since March 2017. Ms. Mills holds an A.B. degree in Economics from Harvard University, Magna Cum Laude, and earned an M.B.A. from Harvard Business School, where she was a Baker Scholar.

Alan M. Schrager, — [Appointed 1/5/22]
Director

Mr. Schrager is Portfolio Manager & Senior Partner with Oak Hill Advisors, L.P. (“OHA”), where he shares portfolio management responsibilities for a number of OHA’s portfolios. Mr. Schrager serves on various OHA committees, including the compliance, investment strategy, valuation and several fund investment committees. Previously, he had senior research responsibility for investments in private credit companies, software, industrials and gaming. Prior to joining OHA in early 2003, Mr. Schrager was a Managing Director of USBancorp Libra, where he was responsible for originating, evaluating and structuring private equity, mezzanine and debt transactions and also held several positions at Primary Network, a data CLEC, including Chief Financial Officer and Interim Chief Executive Officer. He previously worked in the Leveraged Finance and High Yield Capital Markets group at UBS Securities, LLC. He currently serves on the boards of directors of Associated Materials Incorporated since August 2020, Expro Group Holdings N.V. since October 2021 and New Heights Youth, Inc. since April 2016. Mr. Schrager also serves on the boards of directors of Churchill Capital Corp VI and Churchill Capital Corp VII since January 2022. Mr. Schrager earned an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. from the University of Michigan.

ByKristi Marvin