Jaguar Global Growth Corporation I

Jaguar Global Growth Corporation I

Oct 25, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Captivision Inc (GLAAM, Co.)

ENTERPRISE VALUE: $309 million
ANTICIPATED SYMBOL: tbd

Jaguar Global Growth Corporation I proposes to combine with Captivision Inc (GLAAM, Co.)

GLAAM is the inventor of G-Glass, the world’s first IT building material and architectural display product. The 99.7% transparent, LED embedded, architectural glass makes it possible for buildings to become gigantic story-telling canvases without compromising real estate value or architectural durability. With over 460+ projects worldwide and 24 global patents, our innovation is at the forefront of the media architecture revolution, transforming buildings into media devices.


SUBSEQUENT EVENT – 11/14/23 – LINK

  • The SPAC entered into three non-redemption agreements with certain unnamed investors in exchange for them agreeing to rescind or reverse any previously submitted redemption for an unknown amount of shares.
    • The Sponsor will pay each Investor a payment in respect of its respective Investor Shares in cash released from the trust account, equal to the number of Investor Shares multiplied by the Redemption Price, minus the amount specified in each of the Non-Redemption Agreements of its respective Investor Shares multiplied by the Redemption Price.
    • The SPAC may enter into other non-redemption agreements with substantially similar terms with other investors or shareholders of the Company, which may mandate the non-redemption of no more than 7,000,000 ordinary shares of the Company

EXTENSION – 8/16/23 – LINK

  • The SPAC approved the extension from August 15, 2023 to December 15, 2023.
    • The number of shares redeemed was not mentioned.
    • The lesser of $112.5K and $0.0225/Share will be deposited into the trust account.

TRANSACTION

  • The combined company will have an estimated post-transaction enterprise value of $309 million, assuming no redemptions by Jaguar Global public shareholders.
  • Proceeds from the transaction, before the payment of certain transaction expenses, will comprise up to $244 million of cash held in Jaguar Global’s trust account before redemptions, with approximately $200 million in net cash on the balance sheet to fund growth, assuming no redemptions by Jaguar Global public shareholders.
  • The business combination is expected to close in the third quarter of 2023

jaguar


SPAC FUNDING

  • There is no additional funding for this transaction at this time.

EARNOUT

  • Company
    • 1,666,666.67 restricted stock rights of New PubCo if the share price equals or exceeds $12.00 for 20/30 trading days
    • 1,666,666.67 restricted stock rights of New PubCo if the share price equals or exceeds $14.00 for 20/30 trading days
    • 1,666,666.67 restricted stock rights of New PubCo if the share price equals or exceeds $16.00 for 20/30 trading days
      • The Earnout shares will vest for 3 years after Closing
  • Sponsor
    • 1,916,667 Sponsor shares will be subject to forfeiture over 5 years after the Closing Date
      • The Shares will not be vested until the shares price equals $12.50 for 20/30 trading days at least 180 days after Closing

LOCK-UP

  • Company and Sponsor
    • 180 days following the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • The transaction does not include a minimum cash condition.

NOTABLE CONDITIONS TO TERMINATION

  • By either JGGC or GLAAM if:
    • the Closing has not occurred by the earlier of
      • (i) November 15, 2023 or
      • (ii) the date by which JGGC must consummate its initial business combination; so long as the party proposing to terminate the Business Combination Agreement is not in breach of the Business Combination Agreement and the action or failure to act underlying such breach has not been the principal cause or resulted in the failure of the consummation of the Proposed Transactions by such date

ADVISORS

  • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as Jaguar Global’s exclusive financial advisor and lead capital markets advisor
  • Oberon Securities is acting as GLAAM’s exclusive financial advisor.
  • Paul Hastings LLP is acting as Jaguar Global’s U.S. legal counsel
  • Yulchon is acting as Jaguar Global’s Korean legal counsel.
  • White & Case LLP is serving as GLAAM’s U.S.
  • Lee & Ko is serving as GLAAM’s Korean legal counsel
  • Gateway Group is acting as investor relations advisor to Jaguar Global
  • THE IR acting as Korean investor relations and public relations advisor to GLAAM.
  • Dukas Linden is acting as public relations advisor to Jaguar Global.

MANAGEMENT & BOARD


Executive Officers

Gary R. Garrabrant, 64
Chief Executive Officer and Chairman

Mr. Garrabrant is the Chief Executive Officer and co-founder of Jaguar, as well as JGP. Mr. Garrabrant has been the Chief Executive Officer of Jaguar, as well as JGP since their formation in 2013. Prior to the creation of Jaguar, Mr. Garrabrant co-founded Equity International in 1999 and was Chief Executive Officer and Director from 1996 to 2012. He was the principal architect of Equity International, providing strategic direction and overseeing all of the company’s activities and investment portfolio. From 1996 to 1999, Mr. Garrabrant was Executive Vice President of Equity Group Investments, responsible for private investments and capital markets, leading the acquisition of California Real Estate Investment Trust and the creation of Capital Trust. Previously Mr. Garrabrant co-founded Genesis Realty Capital Management and held leadership roles in the investment banking divisions of Chemical Bank and Bankers Trust Company. Mr. Garrabrant served as Chairman, Vice Chairman and Director of a number of companies spanning multiple continents across various sectors, including office, industrial and retail property, logistics, homebuilding, specialty finance, investment management and hospitality. Mr. Garrabrant is a former member of the University of Cambridge Real Estate Finance Advisory Board. Mr. Garrabrant is a member of the University of Notre Dame Mendoza College of Business Advisory Council and conceived and established the Garrabrant International Internship Program at the college. He is a former Advisory Board member of the Kellogg Institute for International Studies at Notre Dame. He is a member of the Misericordia Advisory Board and the Endowment Investment Committee, a trustee of the Naples Children & Education Foundation (sponsor of the Naples Winter Wine Festival), a member of the Peconic Land Trust President’s Council and a supporter of the Ovarian Cancer Translational Gene Program at Mount Sinai Medical Center. Mr. Garrabrant graduated from the University of Notre Dame with a B.B.A. in Finance and completed the Dartmouth Institute at Dartmouth College.


Thomas J. McDonald, 57
President and Director

Mr. McDonald is co-founder of Jaguar and JGP. Mr. McDonald has been Managing Partner of Jaguar as well as Managing Partner and Head of Americas of JGP since their formation in 2013. Mr. McDonald has served as a managing member of Jaguar Growth Asset Management, LLC since 2013. Mr. McDonald serves as a director for Hoteles City Express (BMV: HCITY) and Bresco, and previously for Vesta (BMV: VESTA), Aliansce Sonae Shopping Centers SA (BZ: ALSO3), Gafisa (NYSE: GFA), BR Malls (BZ: BRML3), Tenda (BZ: TNDA3), Parque Arauco (SNSE: PARAUCO), Bracor, AGV Logistics, and Brazilian Finance and Real Estate. Prior to the creation of Jaguar, Mr. McDonald was the Chief Strategic Officer of Equity International. He was primarily responsible for developing its collaborative, partner-oriented investment style through establishing, building and optimizing relationships, as well as coordinating investment and portfolio management activities. From 1997 to 1999, Mr. McDonald was Executive Vice President of Anixter International (NYSE: AXE) responsible for global sales. From 1993 to 1997, Mr. McDonald resided in Argentina and was responsible for establishing operating businesses for Anixter in Brazil, Argentina, Chile, Venezuela and Colombia. Previously Mr. McDonald resided in Mexico and Puerto Rico, holding operating and business development leadership roles with American Airlines and Quadrum SA de CV. Mr. McDonald is a member of the University of Chicago’s Booth School of Business Global Advisory Board. Mr. McDonald founded, was past president and is now a board member of Coprodeli USA, a non-profit supporting the integral development of Peru’s impoverished. Mr. McDonald is fluent in Spanish and Portuguese and conversant in French. Mr. McDonald graduated from the University of Notre Dame and received his M.B.A. from the University of Chicago’s Booth School of Business.


Anthony R. Page, 58
Chief Financial Officer

Anthony R. Page, our Chief Financial Officer, has been the Head of Risk Management of JGP since January 2021 and previously served as a JGP senior advisor from 2015 to 2020. From 2006 to 2010, Mr. Page served as Senior Vice President and Director of Commercial Mortgage Investments for Capstead Mortgage Corporation (NYSE: CMO). From 2001 to 2015, Mr. Page served as Managing Partner of Perimone Investment Partners. From 1996 to 2000, Mr. Page was a principal at Apollo Real Estate Advisors focusing on international investments while residing in New York and Hong Kong. Mr. Page serves on the boards of directors of Brilliant China, the Dallas Housing Finance Corp., the McKinney Avenue Transit Authority, and Uptown Dallas Inc., as well as the University of Virginia McIntire School of Commerce Advisory Board. Mr. Page is a CFA Charterholder, a Chartered Alternative Investment Analyst, was previously a certified public accountant, graduated from the University of Virginia with a B.S. in Commerce and completed the Advanced Management Development Program at the Harvard University Graduate School of Design.



Board of Directors

Thomas D. Hennessy, 37
Director

 Mr. Hennessy currently serves as Chairman, Co-Chief Executive Officer and President of PTIC, a special purpose acquisition company targeting businesses in the real estate technology industry. From November 2019 to December 2020, he served as Chairman, Co-Chief Executive Officer and President of PTAC, a special purpose acquisition company, which in December 2020 closed an initial business combination with Porch.com, Inc. and is now known as Porch Group, Inc. (NASDAQ: PRCH), or Porch, a leading software and services platform for the home inspection and home service industries, and served as a director from December 2020 to August 2021. Mr. Hennessy has served as a Managing Partner of Growth Strategies of Hennessy Capital Group, since July 2019. He has served as a director of VII, a special purpose acquisition company targeting the technology industry, since December 2020. From September 2014 to July 2019, Mr. Hennessy served as a Portfolio Manager of ADIA. Mr. Hennessy also created and led ADIA’s PropTech investment mandate, which included committing equity to PropTech. Mr. Hennessy is the son of Daniel J. Hennessy, one of our advisors. Mr. Hennessy holds a B.A. degree from Georgetown University and an M.B.A. from the University of Chicago Booth School of Business.


M. Joseph Beck, 36
Director

Mr. Beck has served as the Co-Chief Executive Officer, Chief Financial Officer and director of PTIC since December 2020. From November 2019 to December 2020, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PTAC. Mr. Beck has served as a Managing Partner of Growth Strategies of Hennessy Capital Group, since July 2019. He has served as a director of VII, since December 2020. From August 2012 to July 2019, Mr. Beck served as a Senior Investment Manager of ADIA. From July 2008 to August 2012, Mr. Beck served in the Investment Banking Division of Goldman, Sachs & Co., where he focused on mergers and acquisitions for companies in the real estate sector as well as public and private financings of equity, debt and structured products. Mr. Beck holds a B.A. degree from Yale University.


Craig Hatkoff, 67
Independent Director Nominee

Craig Hatkoff has served as Executive Chairman of LEX Markets, a real estate and alternative asset fintech start-up, since April 2019. Mr. Hatkoff is nominated to become a director for Monmouth Real Estate Investment Corporation. Mr. Hatkoff serves on the Board of SL Green Realty Corp. (NYSE: SLG), a public real estate investment trust and the largest owner of commercial real estate in Manhattan since 2011. He also serves as the Chairman of Turtle Pond Publications. Previously, Mr. Hatkoff was the Co-Head of the Real Estate Investment Banking Unit of Chemical Bank and Mr. Hatkoff served as a director of Subversive Capital Acquisition Corp. (NEOSVX: U), a cannabis focused SPAC which acquired CMG Partners Inc. and Left Coast Ventures, Inc. Mr. Hatkoff served on the Board of Colony Capital, Inc., (NYSE: CLNY), a public real estate investment trust that focuses on global digital infrastructure from 2019 to 2021. He served as a director of Taubman Centers, Inc. (NYSE: TCO), a real estate investment trust engaged in the ownership, management and leasing of retail properties, from May 2004 to January 2019. Mr. Hatkoff also co-founded the Tribeca film festival in 2002. Mr. Hatkoff was a Co-Founder and director of Capital Trust, Inc., a real estate investment management company, from 1997 to 2010.


Christine Zhao, 49
Independent Director Nominee

Christine Zhao currently serves as the Chief Financial Officer and as a member of the board of directors at Edoc Acquisition Corp. (NASDAQ: ADOC), a healthcare focused SPAC. Ms. Zhao is also a director and Audit Committee Chair of D and Z Media Acquisition Corp. (NYSE: DNZ), a special purpose acquisition company focused on media and education technology, since 2021. Ms. Zhao also serves as a venture partner at YuanMing Capital, a cross-border venture capital and private equity fund, and previously served as a Managing Partner at the fund from September 2016 to September 2017. Additionally, since August 2021, Ms. Zhao has served as a managing director and Chief Financial Officer for Tiedemann Advisors, a wealth management company based in New York, which in September 2021 announced that it had entered into a definitive business combination agreement with Alvarium Investments Limited and Cartesian Growth Corporation (NASDAQ: GLBL), a special purpose acquisition company, to combine and form Alvarium Tiedemann Holdings (“AlTi”). If the proposed business combination is consummated, Ms. Zhao will serve as Chief Financial Officer of AlTi. Mrs. Zhao is a member of the board of directors of BeyondSpring (NASDAQ: BYSI), a biopharma company, and Urban FT, a private fintech company, since 2016. She is a board member of several non-profit organizations, including Volunteers of America – Greater New York, the Chinese Finance Association and Asian Pacific American Advocates Westchester & Hudson Valley Chapter. She is also a founding board member of the American Chinese Unite Care. Ms. Zhao has extensive experience in China, having been the Group Chief Financial Officer of Best Inc. (NYSE: BEST). Previously, she was a Managing Director in Bank of America Merrill Lynch and Executive Director at JPMorgan, where she held regional CFO/COO roles in transaction banking and corporate banking units, and senior positions across treasury, liquidity/capital management and risk management functions at the bank’s headquarters.


Martha Notaras, 61
Independent Director Nominee

Martha Notaras, who will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part, is a Managing Partner at Brewer Lane Ventures, investing in early stage insurtech and fintech companies. Ms. Notaras serves on the boards of Cowbell Cyber, an artificial intelligence-driven cyber insurance platform; Lynk, which uses artificial intelligence to deliver its “knowledge as a service” platform; and Cape Analytics, which delivers highly accurate property data derived from imagery via machine learning. Ms. Notaras serves on the boards of directors of Palomar Holdings Inc. (NASDAQ: PLMR), which provides catastrophe insurance for personal and commercial property, and ATTOM Data Solutions, a leading provider of property data to the real estate, financial services and insurance markets. Prior to joining Brewer Lane, Ms. Notaras was Partner at XL Innovate, investing in early stage insurtechs, including Lemonade, which had a successful initial public offering in 2020, Embroker, Zendrive and Pillar Technologies. Previously, Ms. Notaras ran corporate development for the business analytics division of the Daily Mail, where she participated in the acquisitions of 20 companies, including insurtech pioneer Risk Management Solutions. Ms. Notaras has served as board director for many early and growth stage companies, including those in fintech, insurtech, proptech, edtech and digital media. Ms. Notaras’ prior experience includes investment banking at Merrill Lynch and commercial banking at Credit Suisse. Ms. Notaras earned her A.B. cum laude from Princeton University and her MBA from Harvard Business School, where she was a Baker Scholar, awarded for graduating in the top five percent of the class.


Michael Berman, 63
Independent Director Nominee

Michael Berman is the Chief Executive Officer of MB Capital Associates, a private company focused on public and private investments and consultancy assignments. From 2011 to 2018, Mr. Berman was the Chief Financial Officer and Executive Vice President of General Growth Properties, where he was responsible for capital markets, finance, treasury, accounting, tax, technology, investor relations and corporate communications functions. Mr. Berman served as Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties (formerly Manufactured Home Communities) from September 2003 until November 2011. He was responsible for ELS’s capital markets, finance, treasury, accounting, tax, technology, and investor relations functions. Mr. Berman was a member of the investment banking department at Merrill Lynch & Co. from 1989 until 2002 and participated in numerous capital market, financing and advisory transactions primarily in the real estate industry. Mr. Berman is a member of the Board of Directors and the Audit Committee Chair of Brixmor Property Group Inc. (NYSE: BRX), a real estate investment trust that operates a portfolio of shopping centers. He is a member of the Board of Directors, the Audit Committee Chair and a member of the Governance and Nominating Committee of Skyline Champion Corp. (NYSE: SKY), a factory-built housing company. He is also a member of the Board of Directors and member of the Audit and Compensation committees of Mack-Cali Realty Corporation (NYSE: CLI), a real estate investment trust. Mr. Berman holds an M.B.A. from Columbia University Graduate School of Business, a J.D. from Boston University School of Law and a bachelor’s degree from Binghamton University in New York. Mr. Berman founded an investment management firm focused on real estate securities and was an associate professor at the New York University Real Estate Institute. He has previously served as a member of the Urban Land Institute and the Columbia Business School Real Estate Advisory Board.


Jason H. Lee, 51
Independent Director Nominee

Jason H. Lee is currently Co-Chairman of Brilliant China, a leading integrated developer, operator, and investment manager of logistics warehouses and related industrial properties in China. Mr. Lee, along with his partners, acquired Brilliant in 2020. Prior to Brilliant, Mr. Lee was with The Carlyle Group, a global private equity investment firm, for 22 years most recently as Managing Director-Partner and Head of Asia Real Estate based in Hong Kong where he founded Carlyle Asia Real Estate in 2001. During Mr. Lee’s 17 years with Carlyle in Hong Kong, Carlyle invested in over $6 billion of real estate assets throughout Asia, including China, Korea and Japan, and Australia through various real estate funds, partnerships and separate accounts across core plus, value add and opportunistic strategies. Mr. Lee began his career at Carlyle in 1996 becoming a Principal with Carlyle’s U.S. Real Estate group based in Washington, D.C. and making opportunistic real estate investments in the U.S. through two real estate private equity funds, Carlyle Realty Partners I and II. Before joining Carlyle, Mr. Lee worked for The Argo Partnerships in New York, two opportunistic real estate investment funds focused on North America, sponsored by The O’Connor Group and J.P. Morgan. Prior to The Argo Partnerships, Mr. Lee worked for Disney Development Company, the real estate arm of The Walt Disney Company, in California. Mr. Lee received a B.S. in Business Administration from the Hass School of Business at the University of California, Berkeley and an M.B.A. from Harvard Business School.