Concord Acquisition Corp II *
PROPOSED BUSINESS COMBINATION: Events.com
ENTERPRISE VALUE: $399 million
ANTICIPATED SYMBOL: RSVP
Concord Acquisition Corp II proposes to combine with Events.com.
Events.com powers a two-sided marketplace and platform that helps passionate individuals create, promote, discover, and enjoy events. Events.com’s platform helps event organizers seamlessly execute their events and allows event goers to discover, interact, and transact with the events they love. The Company offers a robust ecosystem that supports millions of event creators worldwide, catering to various interests. From the prestigious All-In Summit, the world’s leading podcast for business, technology, and investing, to the vibrant 100,000-person Renaissance Festival in Florida, the exclusive Club Getaway featured on Bravo, the event calendar on NewYork.com, the transformative Archangel Summit, and movie experiences at the iconic Mayfair Theatre in Ottawa—Events.com technology is the driving force behind unforgettable moments worldwide.
SUBSEQUENT EVENT – 9/12/24 – LINK
- The target company announced the increase to their share subscription facility with Global Emerging Markets for $200 million.
TRANSACTION
- The Proposed Business Combination implies a pro forma enterprise value of $399 million, assuming a $434 million equity value at closing, based on an estimated 43.4 million shares outstanding, and $35 million of net cash.
- The combined public company is expected to be named “Events.com” and to list its common stock on the New York Stock Exchange under the new ticker symbol “RSVP“
- Events.com will be required to pay to the Company an amount equal to the lesser of
- (i) the amount of unpaid Company transaction expenses actually incurred by the Company as of the applicable payment date and
- (ii) the Interim Parent Funding Amount (as defined below), in each case, within three business days after receipt by Events.com of reasonably detailed evidence of the incurrence of such expenses.
- “Interim Parent Funding Amount” is calculated as of any given date during the Interim Period, an amount equal to
- (i) 10% of the first $7,000,000 of net proceeds received by Events.com from investors or other financing sources introduced by any person other than the Company, Cohen & Company Capital Markets or their respective affiliates in connection with any Interim Financing
- (ii) 25% of the net proceeds received by Events.com from investors or other financing sources introduced by any person other than the Company, Cohen & Company Capital Markets or their respective affiliates in connection with any Interim Financing in excess of the first $7,000,000 and
- (iii) 25% of the net proceeds received by Events.com from investors or other financing sources introduced by the Company, Cohen & Company Capital Markets or their respective affiliates in connection with any Interim Financing.
- The Interim Parent Funding Amount as of a given date shall be reduced by any amounts previously paid by or on behalf of Events.com to or as directed by the Company pursuant to any prior payments of an Interim Parent Funding Amount, and in no event shall the aggregate amount of Interim Parent Funding Amounts exceed $10,000,000 in the aggregate.
- “Interim Parent Funding Amount” is calculated as of any given date during the Interim Period, an amount equal to
SPAC FUNDING
- Events.com previously announced that it has secured a capital commitment of $100 million in the form of a Share Subscription Facility from Gem Global Yield LLC SCS.
- The parties intend to provide up to $50 million through a PIPE or alternative financing.
EARNOUT
- Company
- 4,000,000 Shares can be earned based on the following thresholds over a seven-year period:
- 25% if the share price equals or exceeds $12.50 for 20 out of 30 trading days.
- 25% if the share price equals or exceeds $15.00 for 20 out of 30 trading days.
- 25% if the share price equals or exceeds $17.50 for 20 out of 30 trading days.
- 25% if the share price equals or exceeds $20.00 for 20 out of 30 trading days.
- 4,000,000 Shares can be earned based on the following thresholds over a seven-year period:
SPONSOR SUPPORT AGREEMENT
- The sponsor will forfeit 1,000,000 Founder shares at the Closing.
- In addition, if the accrued and unpaid transaction expenses of the Company exceed $10,000,000 then, immediately prior to the Closing, the Sponsor must either forfeit a number of shares of Parent Class B Stock, valued at $10 per share, to cover the excess amount, or pay such excess amount by wire transfer of immediately available funds to an account designated by Events.com.
LOCK-UP
- Company
- The shares will be released early if the share price equals or exceeds $12.00 for 20/30 trading at least 150 days following the Closing, otherwise, the shares will be released based on the following:
- 25% of the shares will be released on the three-month anniversary of the Closing.
- 25% of the shares will be released on the six-month anniversary of the Closing.
- 25% of the shares will be released on the nine-month anniversary of the Closing.
- 25% of the shares will be released on the twelve-month anniversary of the Closing.
- The Founders (Mitch Thrower and Steven Patridge) agreed to a one-year lock-up, in which the shares will be released early if the share price equals or exceeds $12.00 for 20/30 trading at least 150 days following the Closing.
- Sponsor
- One-year lock-up, in which the shares will be released early if the share price equals or exceeds $12.00 for 20/30 trading at least 150 days following the Closing.
NOTABLE CONDITIONS TO CLOSING
- The available cash at closing is at least $30 million.
NOTABLE CONDITIONS TO TERMINATION
- By either the Company or Events.com if the Closing has not occurred by March 3, 2025.
ADVISORS
- Company
- Kirkland & Ellis LLP and Weintraub Law Group PC are serving as legal counsel.
- SPAC
- Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is serving as the exclusive financial advisor and lead capital markets advisor.
- Greenberg Traurig, LLP is serving as legal counsel.
- Gateway Group serves as investor relations and public relations advisors for the transaction.
EXTENSION – 6/4/24 – LINK
- The SPAC approved the extension from June 3, 2024 to March 3, 2025.
- 12,498,716 shares were redeemed.
- No contribution will be made into the trust account.
NON-REDEMPTION AGREEMENT – 5/24/24 – LINK
- The SPAC entered into an agreement for every 150,000 Non-Redeemed Shares, 18,750 shares of Class A common stock for the first six months of extension, and 2,250 additional shares of Class A common stock for each additional month of extension, up to three additional months will be transferred to the non-redeemers.
SUBSEQUENT EVENT – 5/20/24 – LINK
- The SPAC announced that it had entered into a non-binding letter of intent for a business combination (the “Business Combination”) with an industry-leading marketplace and SaaS platform in the fintech, events management, AI, and consumer engagement space.
EXTENSION – 9/5/23 – LINK
- The SPAC approved the extension from September 3, 2023 to June 3, 2024.
- 13,310,731 shares were redeemed at the meeting for $10.35 per share.
- No contribution will be made into the trust account.
MANAGEMENT & BOARD
Executive Officers
Jeff Tuder, 48
Chief Executive Officer
Since August 2020, Mr. Tuder has been the Chief Executive Officer of Concord I and since February 2021, Mr. Tuder has also been the Chief Executive Officer of Concord III. Previously, Mr. Tuder founded Tremson Capital Management, LLC to invest in undervalued public equities and to make private equity and credit investments in partnership with a number of family offices. Prior to founding Tremson, Mr. Tuder held various investment positions at JHL Capital Group, a $3 billion multi-strategy hedge fund, KSA Capital Management, a deep value long/short equity fund, and CapitalSource Finance, where he was a Managing Director and Head of its Special Opportunity credit investment business. Mr. Tuder began his career as a private equity professional at Fortress Investment Group, where he underwrote and managed private equity investments for Fortress’ various investment vehicles; Nassau Capital, LLC, which managed the private assets of Princeton University’s Endowment; and ABS Capital Partners, a private equity firm affiliated with Alex. Brown & Sons. Mr. Tuder is currently a member of the Board of Directors of Inseego Corporation (NASDAQ: INSG), Unico American (NASDAQ: UNAM), and Seachange International (NASDAQ: SEAC). Mr. Tuder received a B.A. in English Literature from Yale College.
Michele Cito, 32
Chief Financial Officer
Ms. Cito is Chief Financial Officer of Atlas Merchant Capital LLC, having joined in June 2014. Ms. Cito joined Atlas as Controller and later served as Vice President of Finance and Operations prior to becoming Chief Financial Officer. Since August 2020, Ms. Cito has been the Chief Financial Officer of Concord I and since February 2021, Ms. Cito has also been the Chief Financial Officer of Concord III. Previously, Ms. Cito worked as an Auditor at Deloitte & Touche LLP in financial services. Ms. Cito is a Certified Public Accountant and received a B.A. in Public Accounting, and an MBA from Pace University.
Board of Directors
Bob Diamond, 70
Chairman of the Board
Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital LLC. Since August 2020, Mr. Diamond has been the Chairman of Concord I and since February 2021, Mr. Diamond has also been the Chairman of Concord III. Until 2012, Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays, responsible for Barclays Capital and Barclays Global Investors (“BGI”). He became an executive director of Barclays in 2005 and had been a member of the Barclays Executive Committee since 1997. Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in the United States, Europe and Asia. Mr. Diamond worked at Credit Suisse First Boston from 1992 to 1996, where his roles included Vice Chairman and Head of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President and CEO of Credit Suisse First Boston Pacific. Mr. Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading. Mr. Diamond is currently a member of the Board of Directors of South Street Securities Holdings, Inc., Crux Informatics and Atlas Mara Limited. He is also a Trustee of The American Foundation of the Imperial War Museum Inc., a Life Member of The Council on Foreign Relations and is involved in several non-profit initiatives, including being a Director of the Diamond Foundation. He is also Life Trustee and former Chair of the Colby College Board of Trustees. Mr. Diamond received a B.A. in Economics from Colby College and an M.B.A. from the University of Connecticut.
Henry Helgeson, 46
Director
Mr. Helgeson is the Founder and CEO of Cayan, a payments company which was sold to TSYS (now Global Payments) in 2018 for $1.05 billion. Mr. Helgeson grew Cayan into one of the largest merchant acquirers in the U.S. prior to its sale. Mr. Helgeson is currently a member of the Board of Directors of Electronic Payment Providers, Inc., Infinicept, Inc. and Resupply, Inc.
Peter Ort, 50
Director
Mr. Ort is Co-Founder of CurAlea Associates LLC, which provides customized software and advisory solutions to wealth and asset managers. Mr. Ort is also a General Partner at Cambium Capital Partners, an early stage venture capital firm focused on advanced computing in areas such as machine learning specific chips, quantum computing, and application specific devices. Previously, Mr. Ort spent the bulk of his career at Goldman Sachs, where he was a Managing Director and co-head of the Hedge Fund Strategies Group, overseeing manager selection for a $25 billion portfolio, and also worked in the firm’s Private Equity Group and Financial Institutions Group in New York and Tokyo. Mr. Ort was also a Managing Director at Karsch Capital, a $3 billion equity long/short hedge fund. Mr. Ort is a member of the board or advisory board of a number of privately held technology companies. Mr. Ort graduated from Duke University, obtained J.D. and M.B.A. degrees from New York University, and is a member of the New York and New Jersey State Bars. He was a Fulbright Scholar in Japan, and is the Treasurer and a member of the board of the Fulbright Association’s New Jersey Chapter.
Thomas King, 60
Director
Mr. King is an Operating Partner of Atlas. He has more than 30 years of experience in the investment banking and financial services industry. Most recently, Mr. King served as Chief Executive Officer of Investment Banking at Barclays and Chairman of the Investment Banking Executive Committee. Mr. King was also a member of the Barclays Group Executive Committee, which oversees all of the Barclays plc businesses. Mr. King began his career at Salomon Brothers, which was later acquired by Citigroup. During his tenure at Citi, he served as Global Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA (Europe, Middle East and Africa) Region and Head of Corporate and Investment Banking for the EMEA region. In 2009, Mr. King moved to Barclays Investment Bank and held several senior roles before becoming CEO, including Head of European Investment Banking, Co-Head of Global Corporate Finance, Global Head of Investment Banking. Mr. King received his MBA with distinction from the Wharton School, University of Pennsylvania and his Bachelor of Arts degree from Bowdoin College. He currently serves on the Board of Directors of Radius Global Infrastructure, Inc. (LSE: RADI) (formerly known as Digital Landscape Group, Inc.) and Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) and various private boards and Chairs the Board of Trustees at the King School in Stamford, Connecticut.
Larry Leibowitz, 60
Director
Mr. Leibowitz is a finance and technology entrepreneur who specializes in business transformation and capital markets. Mr. Leibowitz is an Operating Partner of Atlas, and is a Strategic Advisor and Board Director of Crux Informatics. Mr. Leibowitz currently serves on the Board of Directors of Cowen, Inc (NASDAQ: COWN), an independent investment bank, as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the cryptocurrency, asset management technology, and digital law businesses. Most recently, Mr. Leibowitz served as Chief Operating Officer, Head of Global Equities Markets and as a Member of the Board of Directors of NYSE Euronext, holding such positions from 2007 to 2013. Prior to that, Mr. Leibowitz served as Chief Operating Officer of Americas Equities at UBS, Co-head of Schwab Soundview Capital Markets, and CEO of Redibook. Mr. Leibowitz was formerly a founding partner at Bunker Capital, and Managing Director and Head of Quantitative Trading and Equities Technology at CS First Boston. Mr. Leibowitz received a B.A. in Economics from Princeton University.