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Crown PropTech Acquisitions *

Crown PropTech Acquisitions *

Jan 21, 2021 by Kristi Marvin

LETTER OF INTENT – 1/8/24 – LINK

  • The SPAC announced the signing of a non-binding letter of intent with Mkango Resources Ltd’s wholly owned subsidiaries, Lancaster Exploration Limited and Mkango Polska Sp. Z o.o, who are involved in the Songwe Hill Rare Earth project in Malawi and the Pulawy Rare Earth Separation Plant in Poland.

EXTENSION – 8/13/24 – LINK

  • The SPAC approved the extension from August 11, 2024 to May 11, 2025.
    • No contribution to the trust account will be made.
    • 1,487,025 shares were redeemed.

NON-REDEMPTION AGREEMENT – 8/6/24 – LINK

  • The SPAC entered into non-redemption agreements for up to 500,000 Shares

EXTENSION – 2/9/24 – LINK

  • The SPAC approved the extension from February 11, 2024 to August 11, 2024.
    • No contribution to the trust account will be made.
    • 2,195,847 shares were redeemed for approximately $10.74 per-share.

EXTENSION – 2/9/23 – LINK

  • The SPAC approved the extension from February 11, 2023 to February 11, 2024.
    • No contribution to the trust account will be made
    • 23,403,515 shares were redeemed for approximately $10.14 per-share

SUBSEQUENT EVENT – 1/17/23 – LINK

  • On January 17, 2023, CIIG Management III LLC (“CIIG”) entered into a Securities Assignment Agreement, by and among Crown PropTech Sponsor, LLC,
    • CIIG and Richard Chera, whereby the Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A ordinary shares of the Company to CIIG.

The below-announced combination was terminated on 8/16/22.  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: Brivo, Inc. [Terminated]

ENTERPRISE VALUE: $808 million
ANTICIPATED SYMBOL: BRVS

Crown PropTech Acquisitions proposes to combine with Brivo, Inc., the global leader in cloud-based access control and smart building technologies.

Since its founding in 1999, Brivo has pioneered and defined the cloud-based access control category. Brivo’s leadership was instrumental in transforming the security industry, which at the time was dominated by on-premise client-server technology, and has achieved remarkable growth with the innovative cloud-based hardware and software solutions it began rolling out in 2002. Today, Brivo builds and sells Software-as-a-Service-based (SaaS) building access management services and innovative connected devices to enterprises and property owners through over 1,500 channel partners. These partners provide local sales, service and installation across all classes of commercial real estate including office, industrial, multifamily and retail properties. As it continues to scale, Brivo expects to benefit from the dramatic increase in smart space adoption driven by the PropTech boom, the growing customer preference for cloud-based services, the new normal in safety and health, and a shift in security integrator channel sentiment – which has swung from 20% to 75% in favor of the cloud over the last five years.

Brivo’s sustained double-digit annual growth has been driven by constant innovation coupled with a focused land and expand strategy that has successfully increased annual recurring revenue over time by scaling customer adoption of products and services. The company’s extensive channel partner ecosystem is a key differentiator that allows Brivo to achieve attractive unit economics that drive highly productive and profitable customer relationships, with a compelling lifetime value (LTV) to customer acquisition cost (CAC) ratio of 6.1x. The company has significant organic growth opportunities with strong visibility into future financial performance from its high-retention SaaS-based model.

Corporations and owners and operators of commercial real estate that use Brivo’s technology and services include Greystar, Whole Foods, NTT, DocuSign and Realogy. Brivo’s foundational platform for smart spaces includes access management, sensor monitoring, visual awareness, visitor and delivery management, and AI-driven data analytics, providing customers with all the core functionality required to operate, glean valuable insights, and optimize the performance of their buildings.

SUBSEQUENT EVENT 7/11/22 – LINK

  • On July 11, 2022, Crown received a notice from Golub, notifying Crown that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination was not consummated by July 9, 2022.
  • As a result, Crown would require additional financing to satisfy the Minimum Cash Conditions.
  • As of the date of this report, Crown has not secured any such additional financing.

SUBSEQUENT EVENT 5/13/22 – LINK

  • The first amendment provides for a change to the outside date from July 10, 2022, to August 9, 2022, or such later date as may be mutually agreed by Crown and Brivo.

TRANSACTION

  • Golub Capital Credit Opportunities has agreed to lead a $75 million convertible note PIPE in the combined company that will close concurrently with the business combination subject to satisfaction of related conditions.
    • Eagle Eye Networks is also a strategic investor in the PIPE.
  • There is approximately $276 million currently held in Crown’s trust account, subject to any redemptions by Crown shareholders.
  • Existing Brivo shareholders will roll over 100 percent of their equity, retaining 69 percent ownership in the pro forma company.
  • Assuming no redemptions, Crown shareholders will own approximately 31 percent of the combined company.

brivo trans overview

PIPE

  • Subsequent Event – On July 11, 2022, Crown received a notice from Golub, notifying Crown that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination was not consummated by July 9, 2022. As a result, Crown would require additional financing to satisfy the Minimum Cash Conditions.
  • Crown entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”).
  • Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and, in connection with the consummation of the Mergers, purchase convertible notes of New Brivo (the “PIPE Notes”) (which are convertible into New Brivo Class A Common Stock) with an aggregate principal amount of $75 million.
    • PIPE Investment led by Golub Capital Credit Opportunities, with a strategic investment in the PIPE from Eagle Eye Networks
  • In connection with the offering of the PIPE Notes, Crown agreed that following the closing of the Business Combination, an affiliate of Golub Capital LLC (such entity, together with its affiliates, “Golub”), a PIPE Investor, will be entitled to designate one person to attend all meetings of the Board and its committees as an observer, subject to certain customary exceptions.
    • Such right shall exist until the date Golub holds less than $36.5 million aggregate principal amount of PIPE Notes.
  • The PIPE Notes will be issued under an indenture (the “Indenture”), pursuant to which, among other things:
    • the PIPE Notes will have a 5-year term and will bear interest in the first two years at SOFR+9.25% if paid in cash and SOFR+9.50% if paid in kind.
    • The interest rate under the PIPE Notes will increase by 1.0% per annum after the first two years.
    • The PIPE Notes will be issued with an original issue discount of 3.0% of the aggregate principal amount of the PIPE Notes.
    • The PIPE Notes are convertible at the option of holders into New Brivo Class A Common Stock at a conversion price of $11.50 per share.
  • The obligation of the subscribers to close the purchase of the PIPE Notes is subject to certain closing conditions, including Crown having at closing at least $95 million of unrestricted cash and, to the extent a revolving credit facility exists at closing, the unrestricted cash together with the undrawn availability under that facility being at least $115 million.

EARNOUT

  • Unvested founder shares of 2.4mm, of which 1.2mm will vest at $13.00 per share and 1.2mm will vest at $15.00 per share
  • Seller earn-out shares of 8.5mm, of which 4.25mm will vest at $13.00 per share and 4.25mm will vest at $15.00 per share.

LOCK-UP

  • Concurrently with the execution of the Business Combination Agreement, New Brivo, the Sponsor and certain other stockholder of Crown and Brivo entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) pursuant to which:
    • (i) Sponsor will be subject to a one-year lock-up period for its shares of New Brivo Class A Common Stock, which lockup period will terminate early in the event that the closing price of New Brivo Class A Common Stock on the New York Stock Exchange equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days following the closing of the Business Combination and
    • (ii) Certain stockholders of Brivo will be subject to a 270-day lock up of their shares of New Brivo Class A Common Stock.

SPONSOR AGREEMENT

  • The Sponsor has agreed that 2,384,000 of the Class B ordinary shares of Crown held by the Sponsor as of the date of the Sponsor Agreement (the “Sponsor Earn-Out Shares”) will be subject to vesting requirements.
  • The Sponsor Earn-Out Shares will vest in two equal 1,192,000 tranches based on the achievement of post-closing share price targets of New Brivo Class A Common Stock of $13.00 and $15.00, respectively, in each case, for any 20 trading days within any 30 trading day period commencing at any time after the closing date and ending on or prior to the fifth anniversary of the closing date.

NOTABLE CONDITIONS TO CLOSING

  • The obligation of Brivo to consummate the Business Combination is subject to the fulfillment of closing conditions, including the aggregate cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE Notes, equaling no less than $75,000,000 (after deducting any amounts paid to Crown shareholders that exercise their redemption rights in connection with the Business Combination).

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On May 13, 2022, Crown PropTech changed the outside date from July 10, 2022, to August 9, 2022, or such later date as may be mutually agreed by Crown and Brivo.
  • The Business Combination Agreement may be terminated prior to the closing of the Business Combination by either Crown or Brivo if the Business Combination is not consummated by July 10, 2022.

ADVISORS

  • Imperial Capital is acting as financial advisor, and Latham & Watkins LLP is acting as legal advisor to Brivo.
  • RBC Capital Markets, LLC is acting as financial advisor and capital markets advisor to Crown, and as exclusive placement agent on the private placement.
  • Davis Polk & Wardwell LLP is acting as legal advisor to Crown.
  • Shearman & Sterling LLP is acting as legal advisor to RBC Capital Markets, LLC.
  • Simpson Thacher & Bartlett LLP is acting as legal advisor to Golub Capital Credit Opportunities.

MANAGEMENT & BOARD

Executive Officers

Richard Chera, 46 [Resigned as CEO]
Chief Executive Officer [Resigned] and Director

Mr. Chera is a co-founder and has served as Senior Managing Director of Crown Acquisitions Inc. since 2004. Mr. Chera is also a co-founder of ReWyre®, a technology aggregator and intelligent city master planner based in New York City. Mr. Chera also serves on the boards of various nonprofit organizations that focus on public health, children’s and seniors’ services, as well as business growth opportunities for entrepreneurs. Mr. Chera has attended The Santo Institute in Tokyo, Japan in 1992 and New York University’s Stern School of Business from 1992-1995.

Pius Sprenger, Ph.D., 53 [Resigned 8/16/22]
Chief Financial Officer and Director

From 2018 to 2020, Dr. Sprenger was Head of Structuring of Cantor Fitzgerald and served on the Executive Committee of Cantor Fitzgerald’s investment bank. From 2004 to 2018, Dr. Sprenger served as Senior Trader and Global Head of Non-Core Operations Unit of Deutsche Bank. Prior to joining Deutsche Bank, Dr. Sprenger was a Credit Structurer/Trader at Lehman Brothers and Morgan Stanley. Dr. Sprenger also served on the board of Maher Terminals in New Jersey from 2013 to 2016 and Sal. Oppenheim in Cologne, Germany from 2013 to 2016. Dr. Sprenger has a diploma in Mathematics from the University of Konstanz, Germany and a Ph.D. in Mathematics from the University of Hanover, Germany.

Gavin M. Cuneo, 46 [Appointed] [Resigned]
Co-Chief Executive Officer

He has been the Co-Chief Executive Officer of CIIG Capital Partners II, Inc. and a member of its board of directors since September 2021. In addition, from 2010 to present, Mr. Cuneo has been a partner of Cuneo & Company, a private venture investment company focused on early stage media, technology and consumer growth businesses. From 2019 until March 2021, he was Chief Operating Officer and director of CIIC. Mr. Cuneo has served and currently serves on the board of a number of private companies. From 2011 to 2018, Mr. Cuneo was the Chief Operating Officer and Chief Financial Officer of Valiant Entertainment LLC. Cuneo & Company initially capitalized the dormant comic book publisher to relaunch the business as an IP-centric multimedia company. Under this new management, Valiant grew into one of the leading print and digital publishers in comics, established a marquee licensing businesses and built a film and television division including a multi-picture partnership with Sony Pictures. Valiant was sold to DMG Entertainment in 2018. From 2005 to 2009, Mr. Cuneo was an investment banker in the consumer industry coverage group at Bank of America Merrill Lynch and its predecessor Merrill Lynch & Co. where he executed debt and equity financings and advised on mergers and acquisitions for leading companies in the consumer and retail industries. From 1998 to 2004, Mr. Cuneo held a number of positions at U.S. Trust Company (later acquired by Bank of America), including as an Assistant Vice President in Equity Research, functioning as an equity analyst and associate portfolio manager, and as an Assistant Vice President of corporate strategy. Mr. Cuneo holds an M.B.A. from Tuck School of Business at Dartmouth, graduated with a B.A. in Economics and Business from Lafayette College and is a Chartered Financial Analyst.

Michael Minnick, 56 [Appointed]
Chief Executive Officer

He has been the Co-Chief Executive Officer of CIIG Capital Partners II, Inc. and a member of its board of directors since September 2021, and is a Co-Founder and has been a Managing Partner at IIG Holdings since 2014. Mr. Minnick has also served as a Director, Co-Founder and Managing Partner of Opus Music Group Investments, LLC since December 2021. From 2019 until March 2021, he was Chief Investment Officer and director of CIIC. Prior to forming IIG Holdings, he was a Co-Founder and Senior Managing Director of Interlink Investment Group, from 2012 to 2014 Mr. Minnick has experience in more than $190 billion in transaction volume, including advisory and debt and equity capital executions at JPMorgan Chase & Co. (NYSE:JPM) and The Royal Bank of Scotland Group plc (NYSE:RBS), or RBS. Mr. Minnick served in various capacities at RBS, from 2004 to 2011, culminating in his service as a Managing Director and Head of Corporate Finance in the Telecom, Media & Technology Group. From 2003 to 2004, Mr. Minnick was the Founder and Chief Executive Officer of Traffic Networks, a startup that developed mobile and online real-time traffic information for the New York Metropolitan markets. From 1996 to 2002, Mr. Minnick served in different positions within Investment Banking at JPMorgan Chase & Co. including the Telecom, Media & Technology Group and the Global Syndicated Finance Group. Prior to joining JPMorgan Chase & Co., Mr. Minnick was an Associate at The Bank of Nova Scotia in the Corporate Finance and Syndications division from 1994 to 1996. Mr. Minnick began his career at AT&T (NYSE:T) where he served in several analyst capacities from 1989 to 1992, including as a Financial Analyst in the Market Analysis & Forecasting Division for Business Communications Services within the Chief Financial Officer division. From 2012 to 2019, he served as a Director of Paystar Inc., a privately-held FinTech company. Mr. Minnick received a M.B.A. from Cornell University and a B.A. from The University of St. Thomas.

Board of Directors

Dr. Martin Enderle, 55 [Resigned 8/16/22]
Director

From 2017 until today, Dr. Enderle has served as the Chairman of the Supervisory Board of Delivery Hero SE, a DAX-listed company (DHER). From 2016 to 2020, Dr. Enderle founded and worked as a managing director of allmyhomes GmbH, a Berlin-based real estate company and is now a shareholder and board member. Currently, he is also working as a board advisor to private equity-owned atHome Group in Luxembourg. Prior to founding allmyhomes GmbH, Dr. Enderle has been a managing director of digi.me GmbH, his private wealth holding company, since 2015, managing director of Chaconne GmbH since 2016, and was managing director of feegoo invest UG until 2016. Dr. Enderle also served on the board of Rocket Internet SE (RKET) from 2015 to 2017 and CEWE Stiftung & Co. KGAA from 2016 to 2018 and has served on the board of Egmont Foundation since 2015. Before 2015, Dr. Enderle was the Chief Executive Officer of Scout24 Group, now a publicly listed company in Germany, from 2005 to 2014. Dr. Enderle holds a Ph.D. in Mathematics from University of Hanover as well as a diploma from University of Hanover and King’s College London.

Melissa “Lisa” Holladay, 53
Director

From 2020 to present, Ms. Holladay is Chief Experience Officer of TIGER 21, a peer-to-peer learning company. From 2012 to 2020, Ms. Holladay served as Vice President and Global Brand Leader of Marriott International, a hospitality company, for the brands The Ritz-Carlton Hotel and The St. Regis Hotels & Resorts. Prior to joining Marriott, Ms. Holladay was National Manager of Experiential Marketing of Mercedes-Benz USA, an automotive company. Ms. Holladay also serves on the board of the Erwin Center for Brand Communications at Clemson University. Ms. Holladay has an M.A. from Georgetown University and a B.A. from Clemson University.

Stephen Siegel, 76
Director

Currently, Mr. Siegel is the Chairman, Global Brokerage at CBRE, Inc. Prior to the merger with CBRE, Mr. Siegel was Chairman and Chief Executive Officer of Insignia/ESG. Before that, he became President and Chief Executive Officer of Cushman & Wakefield at the age of 37. Mr. Siegel has arranged multi-million-dollar transactions for some of the nation’s most prominent corporate clients over the years. More recently, Mr. Siegel closed major deals with the Headquarters of HBC (400,000 ft2), Headquarters of Apollo (300,000 ft2), Estee Lauder, Corp. Headquarters (300,000 ft2) and the Headquarters for L’Oreal (400,000 ft2). He sits on numerous nonprofit boards, such as Gift of Life and National Jewish Health. He has honorary doctorates from Baruch College, Yeshiva University, Monmouth University and St. Thomas Aquinas University.

Frits van Paasschen, 59
Director

Mr. van Paasschen’s 30 years as an executive in global companies began at The Boston Consulting Group and McKinsey & Company. After working in finance at Disney’s Consumer Products Division, he joined Nike, ultimately becoming the President of Europe, Middle East and Africa Division. Mr. van Paasschen’s first chief executive officer role was at Coors Brewing Company, and most recently he was Chief Executive Officer of Starwood Hotels and Resorts. He serves as a director at Royal DSM (in the Netherlands) and Williams Sonoma and has recently joined the board of J.Crew Group, Inc. Previously, he was on the boards of Barclays (in the United Kingdom), Jones Apparel and Oakley. Mr. van Paasschen is Chair of Convene, a real-estate-as-a-service company and is also an investor/board member of citizenM Hotels and Sonder. Mr. van Paasschen is a Senior Advisor to TPG Capital focusing on retail, consumer and hospitality, and he serves on advisory boards of The Red Sea Project, The Indian School of Hospitality, and Russell Reynolds. Mr. van Paasschen holds a B.A. in economics and biology from Amherst College and an M.B.A. from Harvard Business School, where he was also a Teaching Fellow in economics.

ByKristi Marvin