Everest Consolidator Acquisition Corporation *

Everest Consolidator Acquisition Corporation *

Oct 19, 2021 by Anthony Sozzi

The below-announced combination was terminated on 10/3/24.  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: Unifund Financial Technologies, Inc. [Terminated]

ENTERPRISE VALUE: $232 million
ANTICIPATED SYMBOL: UFND

Everest Consolidator Acquisition Corporation entered into a business combination agreement with Unifund Financial Technologies, Inc.

  • Unifund purchases, collects and services portfolios of defaulted consumer receivables in the United States.
  • In addition, it offers portfolio enhancement solutions, which include analytics, litigation, sales and government services.
  • Unifund offers its government services for various government receivables, such as taxes (income, property, payroll, franchise and inheritance), court-ordered fines and fees, student and other loans, motor vehicle violations and license fines and fees, as well as other state, county and municipal obligations.

EXTENSION – 11/29/24 – LINK

  • The SPAC approved the extension from November 23, 2024 to May 23, 2025.
    • 2,817,827 shares were redeemed.
    • $10K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 9/27/24 – LINK

  • The SPAC announced that Unifund Financial served them with a notice that stated they intend to terminate the business combination agreement. The SPAC sent a letter to the target company stating that the basis for termination is an invalid reason and thus prohibited.

EXTENSION – 8/28/24 – LINK

  • The SPAC approved the extension from August 28, 2024 to November 28, 2024.
    • 4,546,354 shares were redeemed.
    • An additional $0.03/Share per month will be deposited into the trust account.

EXTENSION – 2/27/24 – LINK

  • The SPAC approved the extension from February 28, 2024 to August 28, 2024.
    • 6,032,023 shares were redeemed.
    • $150K per month will be deposited into the trust account.

EXTENSION – 8/25/23 – LINK

  • The SPAC approved the extension from August 28, 2023 to February 28, 2024.
    • 3,825,869 shares were redeemed.
    • $280K per month will be deposited into the trust account.

TRANSACTION

  • Upon closing of the transaction, the combined company will adopt the name “Unifund Financial Technologies, Inc.” and is expected to be listed on Nasdaq under the ticker symbol “UFND.”
  • The pro forma enterprise value of the combined company is estimated to be approximately $232 million.
  • The transaction is expected to be supported by a 1.5 million share bonus pool. The bonus share pool is expected to be funded via founder shares held by Everest’s sponsor as an incentive to retain the targeted $60 million in Everest’s trust account.
  • Pro forma for the transaction and based on current projections, the combined company is expected to have approximately $57 million of cash.
  • Existing equity holders of Unifund are expected to roll 100% of their equity holdings into the combined company.
  • The transaction is expected to close as early as the fourth quarter of 2023.
  • The consideration to be paid will include stock consideration, which the Unifund holders will be issued the following:
    • (i) 7,500,000 shares of New PubCo Common Stock (to Rosenberg),
    • (ii) 2,250,000 shares of New PubCo Common Stock (to ZB Limited), and
    • (iii) 250,000 shares of New PubCo Common Stock (to TER Trust).


SPAC FUNDING

  • Funding not specified at this time.

LOCK-UP

  • Company and Sponsor:
    • The Company Equityholders and Sponsor agreed to be subject to a 365 day lock-up from the Closing Date.
    • Such lock-up restrictions are subject to certain customary exceptions, and an early-release provision if the closing price of the New PubCo Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • Everest Consolidator and Uniform shareholder approvals
  • Everest having at least $40,000,000 in Available Cash, defined as an amount equal to:
    • (i) the amount of cash available to be released from the Trust Account as of immediately prior to, or concurrently with, the Closing (net of the SPAC Share Redemption Amount), plus
    • (ii) the sum of all cash and cash equivalents of SPAC on hand held outside of the Trust Account immediately prior to the Closing, plus
    • (iii) the sum of all cash net proceeds received by SPAC, New PubCo and/or the Target Companies from any Pre-Closing Financing prior to, or upon the Closing; minus
    • (iv) the aggregate amount required to repay any outstanding Working Capital Loans; minus
    • (v) the aggregate amount of all Outstanding Target Company Transaction Expenses; minus
    • (vi) the aggregate amount of all Outstanding SPAC Transaction Expenses

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by SPAC if the Target Companies have not obtained the required approval of the applicable Target Company Equityholders by a certain specified approval deadline and by the Target Companies if the termination date of SPAC as set forth in SPAC’s governing documents shall not have been extended by Sponsor in accordance with such governing documents prior to May 28, 2023, August 28, 2023 or any other applicable extension prior to December 31, 2023.

ADVISORS

  • Unifund Advisors:
    • Taft Stettinius & Hollister LLP is acting as legal counsel
  • Everest Consolidator Advisors:
    • Seaport Global is acting as M&A advisor, and Baker Botts L.L.P. is acting as legal counsel to Seaport Global
    • Latham & Watkins LLP is acting as legal counsel

Warrant Amendment Proposal

  • The Registration Statement / Proxy Statement will also include a proxy statement to be sent to SPAC public warrantholders to vote to approve and adopt an amendment to the terms of SPAC’s public warrants so that each public warrant will be convertible into the right to receive a cash payment of $0.50 upon the Closing (the “Warrant Amendment Proposal”).

EXTENSION – 2/23/23 – LINK

  • The Sponsor announced with it will deposit an aggregate of $1,725,000 into the Company’s trust account, representing $0.10 per public share to extend by a period of three months from February 28, 2023, the current deadline, to May 28, 2023

MANAGEMENT & BOARD


Executive Officers

Adam Dooley, 49
Chairman, Chief Executive Officer, President, Treasurer, Secretary and Director

Mr. Dooley has nearly 30 years of experience in the financial services industry, with expertise in the wealth management sector and extensive experience in executive leadership positions. Mr. Dooley has led international transformation initiatives for several leading publicly traded companies in the wealth management space. Since January 2021, Mr. Dooley has served as the Founder, Chairman and Chief Executive Officer of Belay International Corporation, a private equity firm that links accomplished executives with sophisticated investors to create high-value opportunities with the potential to deliver significant investment returns. From December 2019 to December 2020, Mr. Dooley served as President of PREP Securities, a broker-dealer subsidiary of the Prep Property Group, a fully integrated real estate development and management company. From February 2014 to December 2019, Mr. Dooley served as a Managing Director and Partner of CR Capital Group LLC, a financial firm that formed joint ventures with many of the leading alternative investment management firms in the United States. At CR Capital Group he led advisory and joint partnerships with alternative investment managers to create capital raising platforms in the private wealth management sector. From November 2012 to December 2013, Mr. Dooley served as Vice President and National Sales Manager of U.S. Individual Retirement Savings at MetLife, Inc. From March 2008 to October 2012, Mr. Dooley served as Managing Director and Head of Wealth Management, EMEA at MetLife, where he led wealth management practices across Europe and the Middle East with accountability for 12 countries. Mr. Dooley started his career in the Fixed Income Trading Division of Salomon Smith Barney in 1994, where he later joined the Private Client Group as an Investment Advisor. In 1998, Mr. Dooley joined The Hartford, a registered investment advisor and a subsidiary of Hartford Funds Management Group, Inc. Mr. Dooley led The Hartford’s United Kingdom business, serving as Vice President and Country Manager of Hartford United Kingdom. He received his Bachelor’s degree in Business Administration from the University of Southern California’s Lloyd Greif Center for Entrepreneurial Studies. He also received an MBA from IMD University in Switzerland, where he was awarded the prestigious International Consulting Project Award for his work with Swiss Life and Bain Consulting analyzing Europe’s retail financial advice sector.


Jacqueline S. Shoback, 55 [Resigned]
Chief Operating Officer and Director

Ms. Shoback brings extensive experience in executive leadership of wealth management companies and direct investments experience, and she has served on the board of directors of leading financial services companies. In January 2020, Ms. Shoback co-founded and currently serves as Managing Director of 1414 Ventures, a venture capital firm focused on investing in early-stage companies in the digital identity sector. From February 2015 to January 2020, Ms. Shoback worked at Boston Private Financial Holdings, a wealth, trust and private banking services company which was publicly-traded until it was acquired by SVB Financial Group in June 2021. She held several C-suite roles during her tenure including Chief Executive Officer of the Emerging Businesses & Client Experience at Boston Private Bank & Trust Company, or Boston Private Bank, a wholly-owned private banking and trust company subsidiary of Boston Private Financial Holdings. Ms. Shoback was also an Executive Director on the board of directors of the Boston Private Bank from October 2017 until January 2020. From December 2010 to January 2015, Ms. Shoback served as Senior Vice President and Head of Retail and Individual Marketing at Teachers Insurance and Annuity Association of America, or TIAA, a wealth management and financial services provider. From 2006 to 2009, Ms. Shoback served as Senior Vice President and Head of High Net Worth and Mass Affluent Marketing segments at Fidelity Investments, two segments where she restructured the offering and sales and service models which drove increased loyalty and asset consolidation. Ms. Shoback also served as Senior Vice President of National Sales and Service Distribution at Fidelity Investments, from January 2004 to December 2006. Ms. Shoback previously has held various roles at Staples, including Vice President and Head of Opportunity Markets of its U.S. Retail Division.  In addition, since 2017, Ms. Shoback has served as a member of the Board of Directors and both the Audit & Human Resources and Compensation Committees of CUNA Mutual Group, a mutual insurance company that provides financial services to cooperatives, credit unions and their members, and other customers in the United States. Ms. Shoback received an MBA from Harvard Business School and her Bachelor’s degree in Economics and Political Science from Wellesley College.



Board of Directors

W. Brian Maillian, 71
Director

Mr. Maillian brings 40 years of experience with deal execution in the financial services industry. Since 1993, Mr. Maillian has served as the Chairman and CEO of WhiteStone Global Partners LLC, a Certified Minority-Owned and Controlled Business Enterprise. WhiteStone has served as a financial advisor to certain United States government agencies, providing services on more than $50 billion of advisory transactions, asset sales, and securitizations. WhiteStone is now an alternative investment asset management firm, with an expertise in structured credit, affordable housing and private equity. In 1984, Institutional Investor Magazine selected a mortgage transaction structured by Mr. Maillian, as Collateralized Mortgage Obligations (“CMO”) Deal of the Year for the $500 million Citicorp Homeowners, Inc. CMO, which was the first ever private label CMO. From August 2001 to June 2017, Mr. Maillian also served as Principal at Rideau Lyons & Co., a boutique investment banking firm that specializes in banking, trading and underwriting municipal and corporate securities. From January 1999 to August 2003, Mr. Maillian was a Co-Founding Partner, Managing Partner and served as Chairman of the Investment Committee of Olympius Capital, L.P., a Minority-Owned Hedge Fund of Funds. From 1981 to 1988, Mr. Maillian served as a Vice President of The First Boston Corporation, an investment bank, where he ran the Mortgage Banking Securitized Group and advised on more than $10 billion in mergers, acquisitions, and divestitures. Mr. Maillian began his investment banking career in 1977 at Salomon Brothers and subsequently worked at Greenwich Capital. From 2008 to 2012, Mr. Maillian served on the Board of Directors of the UCLA Alumni Association. Mr. Maillian earned his MBA at the University of California, Los Angeles, or UCLA, in Accounting and Finance, and he earned a Bachelor’s degree in Mathematics and Computer Science from UCLA.


Elizabeth Mora, 60 [Resigned]
Director

Ms. Mora has more than 30 years of leadership experience in financial operations and corporate governance. From August 2008 to August 2020, Ms. Mora served as Chief Administrative Officer, Vice President for Finance and Administration, and Treasurer at Charles Stark Draper Laboratory, a $750 million research and development innovation laboratory spun out of the Massachusetts Institute of Technology. From 2006 to 2008, Ms. Mora served as Chief Financial Officer of Harvard University, where she served on the Harvard Management Company Endowment Board which managed approximately $35 billion in assets at the time. From 1997 to 2006, Ms. Mora served as the Associate Vice President of Research and Administration of Harvard University. Ms. Mora is a former Senior Manager of the National Regulatory Consulting Practice at PriceWaterhouseCoopers. In addition, since May 2012, Ms. Mora has served as a Board of Directors member and Compensation Committee Chair at MKS Instruments, Inc., a publicly-traded semi-conductor and advanced market technology company with a market capitalization of $9 billion. Since October 2018, Ms. Mora has served as an Advisory Board member at Cambridge Trust Company, a publicly-traded local wealth management bank with $4 billion in assets. From February 2016 to June 2020, she served as Chair of the Board of Directors of GCP Applied Technologies, a publicly-traded manufacturer of chemicals and materials used in construction. Ms. Mora is a Certified Public Accountant in Massachusetts and received an MBA from Simmons University and a Bachelor’s degree in Political Science from the University of California, Berkeley.


Peter K. Scaturro, 60 [Resigned]
Director

Mr. Scaturro has extensive senior executive leadership experience at leading global financial institutions, with a focus on wealth management and private banking. Since 2010, Mr. Scaturro has served as a Private Investor for PKS LLC, a private investment firm that he founded. From 2007 to 2009, Mr. Scaturro served as a Partner at Goldman Sachs’ Global Private Client business. During his time at Goldman Sachs, he was a member of the firm-wide Goldman Sachs Business Practices Committee and served on the Investment Management Division Operating Committee. From 2005 to 2007, Mr. Scaturro served as the Chief Executive Officer of U.S. Trust, where he added significant depth to the management team, increased the size of the sales force and introduced an open architecture capability. While at U.S. Trust, Mr. Scaturro was a member of the Executive Committee of Charles Schwab, which owned U.S. Trust at the time. Mr. Scaturro also served as Chief Executive Officer of Citigroup Global Private Bank from 1999 to 2004. He is a former Partner at Bankers Trust, which was acquired by Deutsche Bank in 1999. In addition, since September 2020, Mr. Scaturro has served as member of the Board of Advisors of Electus Global Education Co., a developer and manufacturer of youth financial literacy, entrepreneurship and career education technology. Since June 2014, Mr. Scaturro has also served as a Director and Vice Chairman of Orthobond Corporation, a biotechnology company focused on developing antimicrobial surface technology, where he also served as Non-Executive Chairman from 2016 to 2020. Mr. Scaturro received his Master’s degree in Engineering and his Bachelor’s degree in Engineering at Columbia University.