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ITHAX Acquisition Corp.

ITHAX Acquisition Corp.

Jan 8, 2021 by Matt Cianci

PROPOSED BUSINESS COMBINATION: Mondee

ENTERPRISE VALUE: $838 million
ANTICIPATED SYMBOL: MOND

ITHAX Acquisition Corp. proposes to combine with Mondee, a rapid growth, technology-first travel marketplace with a portfolio of globally recognized brands in the leisure, retail and corporate travel sectors.

Founded in 2011, Mondee’s technology-led growth strategies have produced a strong financial and market track record, especially within the legacy-anchored travel industry. Mondee is now well-positioned to continue these market growth and financial performance trends by leveraging its agile technology platforms, feature-rich product offerings and segment-targeted content to serve the rapidly accelerating gig economy and next-generation travel demand.

Mondee first disrupted the market by providing leisure travel agents with modern technologies and content platforms to transform their legacy systems and better serve the value-savvy traveler, enabling the Company to become a market leader within the growing North America private airfare market. Today, Mondee is rapidly growing its presence in the hotel and car segments, while expanding into cruise and tour offerings. Mondee is now leveraging its market-leading operating system, existing networks and products, and new subscription-based products to become a leading platform serving gig economy workers, small and medium sized corporations, organizations and other closed user groups, making further inroads into the $1 trillion market segment. The Company’s next-generation solutions and comprehensive set of brands include TripPro, Rocketrip, TripPlanet, TripPay and UnPub, which together deploy efficient technology and feature-rich services with access to more segment-specific inventory across low-cost and network air carriers, a broad spectrum of accommodations, and ancillary services, including financial technology, marketing technology, and conversational commerce platforms at far better value than do legacy distribution platforms.

SUBSEQUENT EVENT – 4/25/22 – LINK

  • On April 21, 2022, ITHAX entered into a PIPE subscription agreement with two additional investors for 2,000,000 shares for $10.00/Share
    • Both investors have agreed not to sell their shares until:
      • (A) six months after the Closing
      • (B) the date on which the closing price of the New Mondee Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period
      • (C) the date on which New Mondee consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company.
  • The total PIPE is now $70 million

TRANSACTION

  • The transaction implies a pro forma equity value post-closing of approximately $1 billion. Estimated cash proceeds from the transaction are expected to consist of ITHAX’s $241.5 million of cash held in trust.
  • In addition, investors committed to investing $50 million in the form of a 100% “common equity” PIPE at a price of $10.00 per share of common stock of ITHAX immediately prior to the closing of the transaction.
    • PIPE investors include leading financial institutions such as funds affiliated with Morgan Stanley Investment Management, Origami and ARCPE; principals of major private equity funds; strategic investors in travel and leisure such as Travco and Entertainment Benefits; and a diverse group of prominent family offices from the United States and Europe.
  • The proceeds of the transaction are expected to primarily implement an accretive M&A strategy and optimize the company’s capital structure.

ITHAX Updated Transaction Overview

PIPE

  • PIPE Investors have committed to purchase in a private placement 5,000,000 shares of Class A Common Stock at a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 million
    • PIPE investors include leading financial institutions such as funds affiliated with Morgan Stanley Investment Management, Origami and ARCPE; principals of major private equity funds; strategic investors in travel and leisure such as Travco and Entertainment Benefits; and a diverse group of prominent family offices from the United States and Europe.
  • On April 21, 2022, ITHAX entered into a PIPE subscription agreement with two additional investors for 2,000,000 shares for $10.00/Share
    • Both investors have agreed not to sell their shares until:
      • (A) six months after the Closing
      • (B) the date on which the closing price of the New Mondee Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period
      • (C) the date on which New Mondee consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company.
  • The total PIPE is now $70 million

EARNOUT

  • Ithax has agreed, among other things that in connection with and upon the First Merger, Ithax will issue to the Members up to 9,000,000 shares of Class A Common Stock with the Earn-out Shares vesting over the four-year period following Closing based on the achievement of certain milestones related to the trading price of Ithax common stock set forth in the Earn-out Agreement.
    • One-Third of the Ithax Common Stock Price exceeds a VWAP of $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period
    • One-Third of the Ithax Common Stock Price exceeds a VWAP of $15.00 per share for any twenty (20) trading days within any thirty (30) trading day period
    • One-Third of the Ithax Common Stock Price exceeds a VWAP of $18.00 per share for any twenty (20) trading days within any thirty (30) trading day period

LOCK-UP

Sponsor & Company

  • May not transfer any Lock-Up Shares during the period beginning on the date of Closing and ending on the date that is the earlier of:
    • (A) six months after the Closing
    • (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 90 calendar days following the Closing
    • (C) the date on which Ithax consummates a sale, merger, liquidation, exchange offer or other similar transaction after the Closing, which results in the stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting securities of the combined company.

NOTABLE CONDITIONS TO CLOSING

  • The sale and issuance by Ithax of Ithax Common Stock between the date of the Business Combination Agreement and the First Effective Time, the amount of cash held by Ithax in the aggregate, whether in or outside the Trust Account shall be equal to at least $150,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • By either Ithax or Mondee if the First Effective Time has not occurred on or before July 31, 2022
  • By Ithax is the PCAOB Audited Financials have not been delivered to Ithax by Mondee on or before January 31, 2022

ADVISORS

  • Cantor Fitzgerald & Co and Union Square Advisors are serving as financial advisors to Mondee.
  • Deutsche Bank Securities Inc. and AXIA Capital Markets are serving as private placement agents to ITHAX
  • Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co are serving as capital markets advisors to ITHAX.
  • Kirkland & Ellis LLP is serving as legal advisor to Mondee and Reed Smith LLP is serving as legal advisor to ITHAX.

MANAGEMENT & BOARD

Executive Officers

Orestes Fintiklis, 41
Chief Executive Officer and Director 

Mr. Fintiklis has more than 15 years of experience in hospitality investment and asset management and is the Founder and Managing Partner of Ithaca Capital Partners, a private equity real estate investment management company. In the past three years alone, Ithaca has acquired and/or asset-managed five hospitality businesses, including the acquisition of iconic and award-winning hotels such as the JW Marriott Panama and W Hotel Bogota (which, in 2020, readers of Condé Nast Traveler voted as the fourth best hotel in Latin America and the 10th best hotel in the world). He oversees all aspects of Ithaca, including sourcing, acquisitions, structuring, strategy, asset management and disposals. Mr. Fintiklis joined Dolphin Capital Partners in June 2007, and served as a partner from December 2013 to January 2017. Dolphin Capital Partners raised approximately $600 million of equity since June 2007 and raised and invested a total of approximately $1.1 billion of equity since December 2005 into multiple hotels and resorts. Prior to that, he was an attorney at Clifford Chance LLC in London and Brussels from August 2004 to August 2006. Mr. Fintiklis has a bachelor’s degree in law (Jurisprudence) from Oxford University (England), where he graduated first in his class, and holds a Master’s Degree in Business Administration with distinction from INSEAD Business School (France). He is a director in multiple hospitality and real estate private companies and is an active member of YPO.

Dimitrios Athanasopoulos, 44
Chief Financial Officer, Treasurer, and Director

Dimitrios Athanasopoulos is a Founding Partner, Group Managing Director and member of the Executive Committee of AXIA Ventures Group, or AXIA. AXIA is a leading, independent, privately-owned investment bank founded in 2008 that provides services in more than 20 countries through its offices in Nicosia, Greece, Athens, New York, London, Milan and Lisbon. Since joining AXIA in December 2008, Mr. Athanasopoulos has been involved in real estate transactions with an aggregate transaction value of more than $3 billion and non-real estate transactions with overall value of over $28 billion. From November 2000 to November 2008, he served as an executive in family offices and prior to that, he worked in the Private Wealth Management divisions of Salomon Smith Barney and Morgan Stanley in New York. Mr. Athanasopoulos holds a B.B.A. in Finance and Investments from the Zicklin School of Business, Baruch College.

Board of Directors

Carlos N. Guimarães, 63
Director 

Since 2009, Mr. Guimarães has served as the Chairman of LAIG Investments, an investment company focused on the energy sector across Latin America. From July 2007 to February 2009, he was the Chairman and Co-Founder of Invest Tur Brasil, a pioneer in resort developments in Brazil, which raised $503 million in the public markets and listed on the São Paulo stock exchange that is now known as the B3. Mr. Guimarães led Invest Tur Brasil’s merger with LA Hotels in 2009, which created Brazil Hospitality Group (BHG). Within one year of the merger, BHG became the third-largest hotel operator in Brazil with over 5,800 rooms under management. From January 2005 to December 2006, Mr. Guimarães was the Private Sector Coordinator for the Inter-American Development Bank (IADB), in Washington, D.C., where he was responsible for developing and implementing the strategic direction for all private sector activities of the IADB Group. Prior to that, from May 2000 to November 2004 he was a Managing Director, Head of Latin America Investment Banking and Senior Client Officer for Citigroup. Mr. Guimarães received a B.S. in economics from the Federal University of Rio de Janeiro and an M.B.A. from The Wharton School of the University of Pennsylvania.

George Syllantavos, 56
Director 

Mr. Syllantavos co-founded in February 2013 and has served since then as the Chief Executive Officer of Nautilus Energy Management Corp. (not affiliated with Nautilus Offshore Services Inc.), a maritime energy services company involved in maritime project business development and ship management focusing on the dry-bulk tanker and gas sectors. Mr. Syllantavos also serves as a director of Sevenseas Investment Fund (Luxembourg-regulated), a maritime assets investment fund. In addition, Mr. Syllantavos serves as the Co-Chief Executive Officer, Chief Financial Officer, Secretary and Director of Growth Capital Acquisition Corp., a special purpose acquisition. Mr. Syllantavos served as co-Chief Executive Officer, Chief Financial Officer, Secretary and Director of Stellar Acquisition III, Inc. from December 2015 until its business combination in December 2018 with Phunware, Inc. (Nasdaq: PHUN), a company that provides fully-integrated enterprise cloud platform for mobile, and has served as a director of Phunware, Inc. since such date. From May 2011 until February 2013, Mr. Syllantavos co-founded and served as Co-Chief Executive Officer and Chief Financial Officer of Nautilus Marine Acquisition Corp. (Nasdaq: NMAR), a special purpose acquisition company that completed an initial public offering on July 16, 2011 and was listed on the Nasdaq. He served as the Chief Financial Officer of Nautilus Marine’s successor, Nautilus Offshore Services, Inc. an offshore service vessel owner, from February 2013 until April 2014. From May 2005 to November 2007, he served as the Chief Financial Officer, Secretary, and Director of Star Maritime Acquisition Corp. (AMEX: SEA), and from November 2007 to August 2011, he served as Chief Financial Officer, Secretary and Director of the successor company, Star Bulk Carriers Corp. (Nasdaq: SBLK), a dry-bulk ship-owning company. Previously, Mr. Syllantavos held multiple executive, director and leadership roles in the maritime and shipping, aviation, energy, and telecommunications industries, including serving as a financial advisor to Hellenic Telecommunications Organization S.A., where he assisted with the company’s listing on the New York Stock Exchange (NYSE: OTE) that raised $1.1 billion. From September 2009 to December 2016, he was the President, Secretary, Treasurer and sole director of BTHC X, Inc. (OTCBB: BTXI). Mr. Syllantavos has a B.Sc. in Industrial Engineering from Roosevelt University in Chicago and an M.B.A. in Operations Management, International Finance and Transportation Management from the Kellogg Graduate School of Management at Northwestern University.

Rahul Vir, 57
Director 

Mr. Vir is a hospitality executive with a distinguished career overseeing multiple operational facets of more than 260 hotels. He has held various leadership roles during his 25 years at Marriott International, Inc. (Nasdaq: MAR). Since January 2020, he has served as Vice President for Owner & Franchise Relations and Marriott Select Brands for the Caribbean and Latin America. From February 2013 to December 2019, he was Area Vice President for the Caribbean and Latin America overseeing hotel portfolios in Central and South America. Prior to that and at the beginning of his career, Mr. Vir had even more hands-on experience in the travel, hospitality and leisure sectors, as General Manager of multiple hotels in the United States and Brazil from February 2004 to February 2013.

ByMatt Cianci