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Crescent Acquisition Corporation *

Crescent Acquisition Corporation *

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: LiveVox

ENTERPRISE VALUE: $840 Million
ANTICIPATED SYMBOL: LVOX

NEW ANNOUNCED TRANSACTION – 1/14/21

Crescent Acquisition Corp. proposes to combine with LiveVox, a leading cloud-based provider of customer service and digital engagement tools.   Upon closing of the transaction, LiveVox and its common stock will be listed on NASDAQ under the symbol “LVOX”.

Founded in 2000, LiveVox is a next-generation contact center platform that seamlessly unifies omnichannel communications, CRM, and WFO functionality into a single cloud-based customer engagement solution. Facilitating over 14 billion interactions annually, LiveVox simplifies the customer engagement process by unifying all conversations and interactions into a single pane of glass, creating a seamless transition for agents across communication mediums. The Company distinguishes itself from its closest competitors by reducing or eliminating the greatest friction points that prospective customers face, including security, compliance, and data integration. By removing these barriers, LiveVox makes the AI and digital applications customers want easy to implement. The Company expects to generate $129 million of revenue in 2021, approximately 26% higher than its 2020 revenue.

TRANSACTION

The combined entity will receive approximately $250 million from Crescent’s trust account, assuming no redemptions by Crescent’s public stockholders, as well as $75 million in proceeds from a group of institutional investors and $25 million from a forward purchase agreement entered into by Crescent Capital Group Holdings LP.

Upon completion of the transaction and assuming no redemptions, Golden Gate Capital and various current minority owners of LiveVox expect to hold approximately 59% of the newly public company, subject to various purchase price adjustments.

Of the total approximately $350 million of cash from Crescent and the other institutional investors, up to $220 million will be used to purchase a portion of the equity owned by existing LiveVox shareholders, an anticipated $100 million will be added to LiveVox’s balance sheet to be used to accelerate and enhance the Company’s commitment to providing a superb customer experience through its next-generation contact center platform, and the remainder will be used to pay transaction expenses.

Upon the closing of the transaction, Crescent Acquisition Corp’s name will be changed to “LiveVox Holdings, Inc.”

CRESCENT LIVE VOX TRANSACTION OVERVIEW

PIPE

  • PIPE Investors have collectively subscribed for 7,500,000 shares of Class A Stock for an aggregate purchase price equal to $75,000,000

FORWARD PURCHASE

  • On January 13, 2021, Crescent Capital Group Holdings LP, an affiliate of the Sponsor, and the Company entered into the Forward Purchase Agreement for 2,500,000 shares of Class A Stock plus 833,333 redeemable warrants of the Company.
    • Each whole Warrant entitling the holder thereof to purchase one share of Class A Stock at a price of $11.50 per share, for an aggregate purchase price of $25,000,000 in a private placement that will close immediately prior to the closing of the Business Combination.

SPONSOR SUPPORT AGREEMENT

Sponsor also agreed to the cancelation of:

  • (i) 7,000,000 Warrants acquired by the Sponsor pursuant to a private placement in connection with the initial public offering of the Company at a purchase price of $1.00 per warrant and
  • (ii) 2,725,000 shares of Class F Stock held by the Sponsor, in each case, for no consideration.

SHARE ESCROW AGREEMENT

On January 13, 2021, the Company, certain independent directors of the Company and the Sponsor entered into a share escrow agreement.

  • The Sponsor and such independent directors agreed, upon the closing of the Business Combination, to subject a total of 2,743,750 shares of Class A Stock (following the automatic conversion of such shares upon the closing of the Business Combination from shares of Class F Stock into shares of Class A Stock) into an escrow account to be subject to release only if
    • The price of Class A Stock exceeds certain thresholds during the seven-year period following the closing of the Business Combination.
    • Any such securities not released during the seven-year period following the closing of the Business Combination will be forfeited.

THRESHOLDS

  • If the Volume Weighted Average Share Price equals or exceeds $12.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on the Nasdaq or any other national securities exchange;
    • 725,000 Sponsor Escrow Shares (and any applicable stock powers) will be released and distributed to or on behalf of Sponsor
    • 18,750 Briscoe Escrow Shares (and any applicable stock powers) will be released and distributed to or on behalf of Kathleen S. Briscoe
    • 18,750 Gauthier Escrow Shares (and any applicable stock powers) will be released and distributed to or on behalf of John J. Gauthier
    • 18,750 Turner Escrow Shares (and any applicable stock powers) will be released and distributed to or on behalf of Jason D. Turner
    • if the Volume Weighted Average Share Price equals or exceeds $12.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on the Nasdaq or any other national securities exchange;

FINDERS AGREEMENT

On January 13, 2021, the Company and Neuberger Berman BD LLC, entered into a finders agreement (the “Finders Agreement”).In exchange for the Finder introducing the Company to LiveVox, the Company has agreed, following the closing of the Business Combination, to provide the Finder certain compensation and registration rights. The Finder shall not have any rights to compensation or registration rights if the Company does not consummate the Business Combination.

The Finders Agreement provides that the Finder is initially eligible to receive:

  • 781,250 Class A Shares (the “Initial Finder Shares”) upon the earlier of
    • (i) one year following the date of the consummation of the Business Combination (the “Closing Date”) and
    • (ii) following the closing of the Business Combination
      • (x) such time as the price of Class A common stock trading on the Nasdaq Capital Market exceeds certain thresholds or
      • (y) subject to certain conditions, upon the completion of a liquidation, merger stock exchange or other similar transaction.
  • Additionally, the Finder is eligible to receive up to an additional 1,943,750 shares of Class A Stock (the “Additional Finder Shares”) subject to the trading price of Class A Stock on the Nasdaq Capital Market exceeding certain thresholds during the seven-year period following the closing of the Business Combination.

THRESHOLDS:

  • 781,250 Class A Shares upon the Initial Milestone;
  • 781,250 Class A Shares upon the later of (i) the Initial Milestone and (ii) the first date on which the Volume Weighted Average Share Price has equaled or exceeded $12.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing;
  • 781,250 Class A Shares upon the later of (i) the Initial Milestone and (ii) the first date on which the Volume Weighted Average Share Price has equaled or exceeded $15.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing; and
  • 381,250 Class A Shares upon the later of (i) the Initial Milestone and (ii) the first date on which the Volume Weighted Average Share Price has equaled or exceeded $17.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Cash available to the Company from its trust account and the proceeds from the Forward Purchase Agreement and the PIPE Investment, equaling or exceeding $250 million

NOTABLE CONDITIONS TO TERMINATION

  • by mutual written agreement of the Company and LiveVox, including if the Business Combination has not been consummated by March 12, 2021, which date, if the Company obtains stockholder approval of an extension of its deadline to consummate a business combination, will automatically extend to the earlier of the date of such extension of deadline and July 13, 2021
    • Provided that the right to terminate because such date has passed is not granted to a party whose action or failure to act has caused the delay in the closing of the Business Combination.
    • The date may be further extended to September 13, 2021 in case all conditions to consummate the Business Combination have been satisfied or waived other than regulatory conditions and to a limited extent in case of government shutdowns.

ADVISORS

  • Credit Suisse is acting as lead placement agent, financial advisor and capital markets advisor for Crescent Acquisition Corp.
  • BofA Securities, Inc. is acting as private placement agent and capital markets advisor for Crescent Acquisition Corp.
  • Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Crescent Acquisition Corp.
  • Goldman Sachs & Co. LLC, Jefferies Group LLC and Stifel Financial Corp. are serving as financial advisors to LiveVox.
  • Kirkland & Ellis LLP is acting as legal counsel to LiveVox

ORIGINAL ANNOUNCED TRANSACTION – Terminated 10/6/20

Crescent Acquisition Corp. proposes to merge with F45 Training Holdings Inc., a fitness franchise with over 1,900 franchise locations sold in over 50 countries. The transaction will accelerate F45’s continued global expansion, driven by its highly attractive and scalable franchise model, technology-enabled platform and optimized studio design. Upon closing of the transaction, which is expected in the third quarter of 2020, the combined company will retain the F45 Training Holdings Inc. name and will trade on the NASDAQ exchange.

F45 Company Highlights and Business Model

Through its franchise model that provides compelling economics to the company and its franchisees, F45 is focused on creating a leading global fitness training and lifestyle brand that offers consumers functional, 45-minute workouts that are continuously evolving, effective, fun and community-driven. F45 delivers its interval and circuit training workouts through its digitally-connected global network of studios and has built a differentiated, technology-enabled platform that allows for the creation and distribution of the workouts to its global franchise base. Its growing library of more than 2,900 unique functional training movements allows varied workout programs to keep consumers engaged with fresh content, the ability to stay at the forefront of consumer trends and drive maximum individual results while helping members achieve their fitness goals.

F45 operates a nearly 100% franchise model that offers its franchisees compelling studio-level economics with low initial investment and relatively low operating expenses, which in turn have proven to generate strong studio-level profitability and robust returns on franchisee’s initial investments. In just seven years, F45 has rapidly scaled its global footprint to more than 1,900 franchises sold in over 50 countries and more than 1,200 studios open in 40 countries as of March 31, 2020, including the United States, Australia, Canada and the United Kingdom.

The combined company will continue to be led by CEO Adam Gilchrist, along with Chief Financial Officer Chris Payne, Chief Operating Officer Heather Christie and its management team. Its board of directors will include the current members of the F45 board and Crescent Acquisition Corp’s sponsor will name two individuals to serve as directors. In 2019, Mark Wahlberg and FOD Capital LLC, a family office fund managed by Michael Raymond, led a private equity investment in F45 through MWIG LLC, a private investment vehicle. The MWIG group has been instrumental in accelerating F45’s growth and will retain its board representation after the close of this transaction.

TRANSACTION SUMMARY

Crescent Acquisition Corp has entered into a definitive agreement to acquire F45 with a combination of stock and cash consideration.

The combined company is anticipated to have an enterprise value of $845 million and be capitalized by cash from Crescent Acquisition Corp’s trust totaling over $250 million, assuming no public shareholders of Crescent Acquisition Corp exercise their redemption rights, along with an incremental $50 million committed by Crescent Capital Group LP pursuant to a forward purchase agreement to acquire 5 million units of Crescent Acquisition Corp.

Existing F45 shareholders are expected to be issued approximately 53.3 million shares in the combined company and paid up to $204 million in cash consideration, assuming no public shareholders of Crescent Acquisition Corp exercise their redemption rights.

Current F45 shareholders will hold approximately 60% of the combined company at closing, assuming no redemptions by the public shareholders of Crescent Acquisition Corp. Closing of the transaction is subject to receipt of all requisite regulatory approvals, approvals by Crescent Acquisition Corp’s and F45’s stockholders, and other customary conditions.

Crescent transaction overview 6-24-20

SELLER EARNOUT

  • 10 million earnout shares granted to seller:
    • 5 million shares vest at $12.50
    • 5 million shares vest at $15.00

SPONSOR EARNOUT

  • SPAC Sponsor to covert 1.25 million founder shares into earnout shares
    • 625,000 shares vest at $12.50
    • 625,000 shares vest at $15.00

SPONSOR LOCK-UP

  • Lock-Up Shares. Sponsor agrees that, in connection with the Transactions, 1,250,000 shares of the Parent Class A Stock (which such shares automatically converted from Parent Class F Stock to Parent Class A Stock at the closing of the Transactions) will be subject to the following lock-up:
    • (i)    fifty percent (50%) of the Lock-Up Shares will be Released if (A) the Volume Weighted Average Share Price equals or exceeds $12.50 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on the Nasdaq or any other national securities exchange or (B) any shares of Parent Class B-1 Stock or Parent Class B-2 Stock shall be converted or become eligible for conversion into shares of Parent Class A Stock or any other form of consideration; and(ii)    fifty percent (50%) of the Lock-Up Shares will be Released if (A) the Volume Weighted Average Share Price equals or exceeds $15.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing after the Closing on the Nasdaq or any other national securities exchange or (B) any shares of Parent Class C-1 Stock or Parent Class C-2 shall be converted or become eligible for conversion into shares of Parent Class A Stock or any other form of consideration.

FORWARD PURCHASE AGREEMENT

  • Crescent has committed to purchase from the Company, 5,000,000 shares of Class A Stock plus 1,666,666 redeemable warrants of the Company (the “Warrants”), each whole Warrant entitling the holder thereof to purchase one share of Class A Stock at a price of $11.50 per share, for an aggregate purchase price of $50 million in a private placement.

NOTABLE CONDITIONS TO CLOSING

  • The Company’s total cash proceeds, which includes, among other things, the cash available to the Company from its trust account and the proceeds from the Forward Purchase Agreement, equaling or exceeding $225 million.

NOTABLE CONDITIONS TO TERMINATION

  • By mutual written agreement of the Company and F45, if the Business Combination has not been consummated by December 24, 2020 and the delay in closing beyond such date is not due to the breach of the Merger Agreement by the party seeking to terminate, which date may be extended to February 24, 2021.

ADVISORS

  • Credit Suisse is serving as financial and capital markets advisor.
  • BofA Securities is serving as capital markets advisor.
  • Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Crescent.
  • Goldman Sachs & Co. LLC and J.P. Morgan are serving as financial advisors.
  • Gibson Dunn & Crutcher LLP is serving as legal advisor to F45.

CRESCENT ACQUISITION CORP. MANAGEMENT & BOARD

Executive Officers

Todd M. Purdy, 44
Chief Executive Officer & Director

Mr. Purdy is a seasoned private equity investor with 21 years of investment industry experience. Most recently, Mr. Purdy was a Partner at Leonard Green & Partners, a leading private equity investment firm based in Los Angeles, California, where he focused on investments in the consumer, retail and services sectors. During Mr. Purdy’s tenure with the firm from 2000 to 2018, LGP grew significantly from investing its third fund, a $1.2 billion pool of committed capital, to investing its seventh fund, a $9.6 billion pool of committed capital. During this time, Mr. Purdy was involved in the acquisitions of 12 portfolio companies, representing more than $15 billion of transaction enterprise value, which collectively completed more than 40 follow-on acquisitions. Prior to LGP, Mr. Purdy was an investment banker with Donaldson, Lufkin & Jenrette in Los Angeles and London. Mr. Purdy graduated from the Honors Business Administration Program at the Ivey Business School at Western University in Canada.

Christopher G. Wright, 46
President

Mr. Wright is a director of Crescent Capital BDC, Inc.’s board of directors. Mr. Wright also serves as Managing Director of Crescent focusing on mezzanine. Prior to joining Crescent in 2001, Mr. Wright completed the Financial Management Program with the General Electric Company and upon completion, worked in various finance roles within GE Industrial Systems. Mr. Wright is a current and former member or observer of the board of numerous private companies. Mr. Wright received his MBA from Harvard Business School and his BA from Michigan State University.

Al Hassanein, 39
Chief Financial Officer (effective October 9, 2019)

Mr. Hassanein currently serves as Corporate Controller of Crescent Capital Group LP (“CCG LP”), an affiliate of CFI Sponsor LLC, the Company’s sponsor, a position he has held since September 2017. Mr. Hassanein will remain CCG LP’s Corporate Controller while serving as the Company’s Chief Financial Officer. Prior to joining CCG LP, Mr. Hassanein served as Vice President and Assistant Controller at American Capital, Ltd., a position he held from August 2008 until June 2017. He started his career at Deloitte after receiving his BS in Accounting and Finance from the University of Maryland at College Park and is an active Certified Public Accountant.

Mike L. Wilhelms, 49
Advisor (Former CFO, Advisor through February 29, 2020)

Mr. Wilhelms has served as Chief Financial Officer for Crescent Capital BDC, Inc. since April 2015. Prior to joining Crescent, Mr. Wilhelms was the Chief Financial Officer at Revolve Clothing, a private equity backed online retailer, from June 2013 to February 2015. Mr. Wilhelms served as President and Chief Executive Officer for CorrectiveSolutions from January 2010 to May 2013 and as Chief Financial Officer from October 2008 to December 2009. Mr. Wilhelms started as Controller at Triad Financial Corporation in September 1997 and then served as Senior Vice President and Chief Financial Officer from 2002 to 2008. Mr. Wilhelms started his career at KPMG where he specialized in the financial services industry. Mr. Wilhelms received his BA from the University of California at Santa Barbara. Mr. Wilhelms has been a California Certified Public Accountant since 1995 (inactive status since 2013).

George P. Hawley, 51
General Counsel & Secretary

Mr. Hawley is Secretary of Crescent Capital BDC, Inc. In addition, Mr. Hawley serves as the general counsel for Crescent. Prior to joining Crescent in 2012, Mr. Hawley was senior vice president and associate general counsel at Trust Company of the West where he supported Crescent on certain funds and accounts sub-advised by TCW to Crescent. From 2000 to 2008, Mr. Hawley was an associate at Paul, Hastings, Janofsky & Walker LLP specializing in asset management, securities, finance and restructuring, and general corporate. Prior to joining Paul Hastings, Mr. Hawley began his legal career at Baker, Keener & Nahra LLP where he practiced litigation. Mr. Hawley received a JD from Loyola Law School and a BA from the University of Notre Dame.

 

Board of Directors

Robert D. Beyer, 59
Executive Chairman

Mr. Beyer is Chairman of Chaparal Investments LLC, a private investment firm and holding company which he founded in 2009. From 2005 to 2009, Mr. Beyer served as Chief Executive Officer of The TCW Group, Inc., a global investment management firm. Mr. Beyer previously served as Chief Investment Officer from 2000 to 2005. Mr. Beyer has been a Director of The Kroger Co., an NYSE listed company, since 1999. Mr. Beyer has been a director of Jefferies Financial Group Inc. since 2013. Mr. Beyer is also the Chairman of the Board of Councilors of USC Dornsife School of Letters, Arts and Sciences, a member of the Harvard-Westlake School Board of Trustees and a member of the Advisory Board of Milwaukee Brewers Baseball Club. Mr. Beyer was formerly a director of Société Générale Asset Management, S.A. and The TCW Group, Inc. Mr. Beyer was a director of The Allstate Corporation, an NYSE listed company, from 2006 through 2016. Mr. Beyer received an MBA from the UCLA Anderson School of Management and a BS from the University of Southern California.

Jean-Marc Chapus, 59
Chairman of the Board

Mr. Chapus is a Co-Founder and has been Managing Partner of Crescent and a member of Crescent’s Management Committee since 2011. Prior to 2011, Mr. Chapus was Group Managing Director of TCW, co-managing TCW’s Leveraged Finance Group. Mr. Chapus is also a member of the board of several non-profit organizations, including the Harvard-Westlake School Board of Trustees, and the Advisory Board of the Milwaukee Brewers Baseball Club. Mr. Chapus received his MBA and AB from Harvard University.

Kathleen S. Briscoe, 59
Director

Ms. Briscoe has been a private investor continually since 2004. In addition, Ms. Briscoe has served as Partner, Chief Capital Officer for Dermody Partners since March 2018 and as a consultant to Arixa Capital since November 2017. Ms. Briscoe was the Chief Investment Officer and Chief Operating Officer Real Estate of Cordia Capital Management from November 2013 to February 2017, served as a real estate consultant to Institutional Real Estate, Inc. and Crosswater Realty Advisors from November 2011 to November 2013, and was the Chief Investment Officer of IDS Real Estate Group from March 2009 to October 2011. Prior to that, Ms. Briscoe was a managing director at Buchanan Street Partners and an Executive Vice President at Lowe Enterprises Investors. Ms. Briscoe is a current member of the board of private companies and is a member of NACD. Ms. Briscoe received her MBA from Harvard Business School and her BA from Dartmouth College.

John J. Gauthier, 57
Director

Mr. Gauthier runs his own investment consulting company, SSG Advisors, LLC. Mr. Gauthier served as EVP and Chief Investment Officer from February 2010 to February 2017 and SVP and Chief Investment Officer from October 2008 to February 2010 at Allied World Assurance Company Holdings, AG. Additionally, Mr. Gauthier was President of Allied World Financial Services from September 2012 to February 2017 and remained an employee of Allied World Financial Services through January 2018. Prior to his time at Allied, Mr. Gauthier was a Managing Director at Goldman, Sachs & Co. He was also a Managing Director at Conning Asset Management. Mr. Gauthier is a member of the board of directors of Reinsurance Group of America and was a member of the board of directors of MatlinPatterson Asset Management, L.P. from November 2012 to February 2017 and of Blue Vista Capital Management from October 2014 to February 2017. He is also a board member of various private companies. Mr. Gauthier received his MBA from The Wharton School, University of Pennsylvania and his BS from Quinnipiac University.

Jason D. Turner, 51
Director

Mr. Turner has been the founder, president and Chief Executive Officer of Venbrook Group, LLC since July 2002. Mr. Turner was a board member of various private organizations, including Los Angeles Conservation Corps, American Red Cross (Los Angeles) and Young Presidents Organization. Mr. Turner received his BS from St. Mary’s College of Maryland.

ByRoman Developer