Opes Acquisition Corporation *
PROPOSED BUSINESS COMBINATION: BurgerFi International, LLC
ESTIMATED CURRENT FUNDS in TRUST: $48.4 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.66*
ENTERPRISE VALUE: $143 million
Opes Acquisition Corp. proposes to combine with BurgerFi International, LLC (“BurgerFi”), a fast-growing better burger concept with approximately 125 BurgerFi restaurants domestically and internationally. BurgerFi uses 100% natural American angus beef with no steroids, antibiotics, growth hormones, chemicals or additives. The definitive agreement states a $100 million purchase price to combine and form BurgerFi International, Inc. The transaction will introduce BurgerFi International, Inc. as a Nasdaq-listed public company with an anticipated initial enterprise value of approximately $143 million, or 2.4x BurgerFi’s estimated 2021 net company revenues and 13.6x BurgerFi’s estimated 2021 adjusted EBITDA of $10.5 million.
BurgerFi Investment Highlights
- BurgerFi is a Fast-Casual “Better Burger” Concept with a Cult-Like Following: The brand is comprised of approximately 125 corporate-owned and franchise locations across 23 states domestically, including several restaurant locations on college campuses and in airports, as well as a nationwide partnership for delivery-only kitchens, and in two countries internationally. The brand is also under agreement to open locations on U.S. Air Force Bases across the country.
- Attractive Scalable Model with Significant Greenfield Opportunity: With a mix of franchise and corporate openings projected, the Company believes BurgerFi has a strong pipeline for rapid expansion, providing visible growth for the foreseeable future. New immediate-term locations are expected to include developments in BurgerFi’s home state of Florida, as well as the Southeast, Mid-Atlantic and Northeast regions where there is high brand awareness.
- Large Addressable Market: In the $273 billion U.S. quick-service restaurant food category, where better-burger concepts are a rapidly expanding share, hamburger-focused restaurants account for 30% of the quick service food industry sales.
- Compelling Financial Profile:
º Projected 2019-2021 net company revenue and adjusted EBITDA compounded annual growth rate of 36.4% and 77.2%, respectively.
º Well capitalized balance sheet at closing with anticipated net cash of over $40 million to support capital expenditures expansion.
- Pursuant to the proposed transaction, at the closing, existing BurgerFi shareholders will receive up to approximately 6.6 million newly issued shares of the Company and $30 million in cash.
- In addition, existing BurgerFi shareholders will be entitled to receive additional shares after closing subject to BurgerFi International, Inc.’s stock price performance.
- Assuming no redemptions by OPES public shareholders, the combined company will be capitalized with approximately $50 million in cash held in OPES’s trust account along with an incremental $30 million committed private placement by Lionheart Equities and Lion Point Capital pursuant to the forward purchase agreement entered at the time of OPES’s initial public offering.
- he proceeds will be used to satisfy the cash merger requirement, for general corporate purposes, and to accelerate the development of corporate locations and franchise restaurants.
The closing consideration for the Business Combination (the “Acquisition Consideration”) shall be payable as follows (subject to reduction for indemnification claims and potential changes due to a working capital adjustment as described below):
- A cash payment in the aggregate amount of $30,000,000 payable to the Members;
- $20,000,000 payable either in cash or in shares of Purchaser Common Stock valued at $10.60 per share (the “Stock Portion”), in the sole and absolute discretion of the OPES Board of Directors; and
- The issuance in the aggregate of 4,716,981 shares of Purchaser Common Stock to the Members (the “Closing Payment Shares”)
Of the Closing Payment Shares, 943,396 shares (the “Escrow Shares”) shall be deposited into an escrow account with Continental Stock Transfer and Trust, to satisfy any potential indemnification claims brought pursuant to the Agreement.
The Members will be entitled to receive additional Acquisition Consideration in the form of shares of Purchaser Common Stock (“Earnout Share Consideration”) on a pro-rata basis based on their ownership percentages in the Company, subject to Purchaser achieving certain share price targets post-Closing as follows (each an “Earnout Tranche”):
- If prior to the second anniversary of the Closing, the last reported closing price of Purchaser Common Stock in any 20 trading days within any consecutive 30 trading day period is greater than or equal to $19.00 per share, Purchaser shall issue to Members 3,947,368 in Earn Out Share Consideration, based on a deemed price of $19.00 per share;
- If prior to the third anniversary of the Closing, the last reported closing price of Purchaser Common Stock in any 20 trading days within any consecutive 30 trading day period is greater than or equal to $22.00 per share, Purchaser shall issue to Members 3,409,091 in Earn Out Share Consideration, based on a deemed price of $22.00 per share; and
- If prior to the third anniversary of the Closing, the last reported closing price of Purchaser Common Stock in any 20 trading days within any consecutive 30 trading day prior is greater than or equal to $25.00 per share, Purchaser shall issue to Members 2,000,000 in Earn Out Share Consideration, based on a deemed price of $25.00 per share.
The Earnout Share Consideration payable with respect to each Earnout Tranche, when issued, shall be subject to a lockup for a period of six months from the date such Earnout Tranche is earned (provided that the Members shall be permitted to undertake block trades during each such lockup period). The Members shall only be entitled to receive the Earnout Share Consideration from one Earnout Tranche in any twelve month period and if the Members qualify to receive two or more Earnout Tranches in any such twelve-month period, the Members’ Representative can elect which such Earnout Tranche the Members will receive. No more than one Earnout Tranche shall be payable in any twelve-month period.
NOTABLE CONDITIONS TO CLOSING
- There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect on either Purchaser or the Company, regardless of whether it involved a known risk.
- Purchaser shall have cash in the Trust Account at Closing, in addition to the cash portion of the Acquisition Consideration being paid to Members at Closing, in the amount of at least $15,000,000, inclusive of the balance of the funds in the Trust Account after Purchaser Stock Redemptions and repayment of the Promissory Notes;
NOTABLE CONDITIONS TO TERMINATION
- By Purchaser or the Company, if the closing has not occurred on or prior to October 31, 2020 (the “Outside Closing Date”)
- By Purchaser, the Company or the Members or their Affiliates, in the event of a breach of the Exclusivity Provision, if the non-breaching party elects to terminate the Agreement, and the non-breaching party shall be entitled to a termination fee in the aggregate amount of $1,000,000.
Post-Closing Board of directors of Purchaser will consist of no more than five directors, consisting of
- Ophir Sternberg, as Executive Chairman
- AJ Acker and three independent directors to be selected by Mr. Sternberg, in his reasonable discretion and approved by Members’ Representative, such approval not to be unreasonably withheld..
- EarlyBirdCapital Inc. is acting as financial advisor to OPES
- Loeb & Loeb LLP is acting as legal counsel to OPES.
- Shumaker, Loop & Kendrick LLP is acting as legal counsel to BurgerFi.
OPES ACQUISITION CORP. MANAGEMENT & BOARD
[Appointed CEO & Class 3 Director 4/13/20]
Mr. Brain has served as CEO of Enfinite Capital, LLC since 2017, an investment and development firm which he co-founded in late 2017. The firm is focused on renewable energy and infrastructure projects and has an alliance with Black & Veatch. Mr. Brain served as the President and Chief Executive Officer as well as a Board Member/Trustee of Entertainment Properties Trust/EPR Properties, an NYSE traded real estate investment trust (NYSE:EPR) for over 15 years until stepping down in 2015. Mr. Brain co-founded the Company in 1997 and served as its original CFO. He was named CEO in September of 1999. Mr. Brain currently serves on the Board of Maxus Properties, (MRTI), a public externally managed multi-family residential REIT, Alamo Drafthouse Theatres and Plexpod, a midwestern coworking property developer and operator. He received a Bachelor of Arts degree in Economics with honors from Tulane University, where he was also named Phi Beta Kappa and a Masters of Business Administration from the A. B. Freeman Graduate Business School at Tulane University.
David Mack, 49 [Resigned 4/6/20]
CEO & Director
Mr. Mack is a lawyer and investor with 25 years of experience in the US, UK and Australia. Since January 2018, he has worked for Drivetrain LLC, a company that provides independent fiduciary services such as independent directors, litigation and liquidation trustees for companies or estates. Mr. Mack sits on the boards of a number of private companies and was previously on the board of directors of Terraform Global, Inc. in 2017. From 2009 to 2016, Mr. Mack was a Managing Director at Perry Capital, a New York based hedge fund. From 2000 to 2009, he was at Simpson Thacher & Bartlett LLP where he practiced law in the Bankruptcy and Credit Group with a focus on advising secured lenders. Prior to 2000, he had worked in the banking and restructuring groups of Linklaters LLP in London and Mallesons Stephen Jaques in Sydney. Mr. Mack received a BA and an LLB from the University of Sydney, Australia.
José Luis Córdova, 32
Mr. Córdova has been a private consultant since October 2019. From 2017 to September 2019, he served as Vice President of Strategic Planning & Finance at Oro Negro, a Mexican oilfield services company. From 2012 to 2015, Mr. Cordova worked for Deloitte as Vice President of Corporate Finance. He has also held roles in investment risk management for large financial institutions. Mr. Cordova is an Industrial Engineer from Pontificia Universidad Catolica del Peru, received an M.B.A. from Cornell University, and is a CFA and CAIA Charterholder.
Board of Directors
Seth Weinberg, 46 [Resigned 4/6/20]
Mr. Weinberg is a Founding Partner of Weinberg Zareh Malkin Price LLP, and its predecessor law practice, formed in 2009, and heads the firm’s corporate law practice. Mr. Weinberg represents businesses at every stage of their development, including formation, financing, regulation, acquisition, and reorganization. In addition to general corporate and transactional practice, Mr. Weinberg’s practice has a concentration in food and beverage regulatory projects, advising food and beverage companies (including spirits, wine, beer and non-alcoholic beverages) about regulatory compliance, licensing and risk allocation. Mr. Weinberg has extensive experience working with the investment management industry, representing investment managers and their portfolio companies, designing and implementing management and profit-sharing arrangements, and special-situation transactions, expansions and contractions of businesses, individual investments and portfolio transactions. Mr. Weinberg also regularly advises consumer goods companies (both durable and fast-moving), public and private operating companies across multiple sectors, finance companies, consulting ventures, insurance firms, and individuals. From 2006 to 2009, he served as Senior Vice President, General Counsel and Corporate Secretary to Castle Brands Inc., a publicly traded consumer goods company. Prior to that, Mr. Weinberg practiced law at major New York law firms from 1998 to 2006. Mr. Weinberg is a member of the adjunct faculty of Columbia Law School, where he currently teaches Food Law & Policy. He also is a sought after as a speaker for industry panels on corporate law, transactions, and other matters involving highly regulated industries such as finance, alcohol, food and beverage, and automotive. Mr. Weinberg is a member of the Columbia Law School Alumni Board and the Board of Governors of the Penn Club of New York. Mr. Weinberg received his J.D. from Columbia Law School (with a Parker School Certificate of Achievement in International Law), and a B.A. from the University of Pennsylvania. He is admitted to the bar in the State of New York and the Supreme Court of the United States.
Lazaros Nikeas [Resigned 4/6/20]
Mr. Nikeas has served as a principal investment manager for Weston Energy, a portfolio company of New York private equity group, Yorktown Partners LLC, since 2018. From 2016 to 2017, he was a Partner of Traxys Capital Partners, a private equity vehicle focused on mining, chemicals and industrial investments in partnership with The Carlyle Group. Before moving into private equity, he served as the Head of Corporate Finance Advisory for Materials, Mining and Chemicals for North America for BNP Paribas from 2010 to 2016. Other investment banking roles included Partner in Mergers & Acquisitions Advisory at Hill Street Capital from 2002 to 2010 and as a Corporate Finance Analyst at Morgan Stanley from 2000 to 2002. Mr. Nikeas received a Bachelor of Arts from Amherst College.
Martha (Stormy) L. Byorum, 62
Ms. Byorum is founder and chief executive officer of Cori Investment Advisors, LLC (Cori Capital), a financial services entity that was most recently (January 2005 through August 2013) a division of Stephens Inc., a private investment banking firm founded in 1933. Ms. Byorum was also an executive vice president of Stephens Inc. from January 2005 until August 2013. She has also been a managing director at Young America Capital LLC, since October 2014. From March 2003 to December 2004, Ms. Byorum served as chief executive officer of Cori Investment Advisors, LLC, which was spun off in 2003 from Violy, Byorum & Partners Holdings, LLC (“VB&P”), a leading independent strategic advisory and investment banking firm specializing in Latin America. Ms. Byorum co-founded VB&P in 1996 and served as a Partner until February 2003. Prior to co-founding VB&P in 1996, Ms. Byorum had a 24-year career at Citibank, where, among other things, she served as chief of staff and chief financial officer for Citibank’s Latin American Banking Group from 1986 to 1990, overseeing $15 billion of loans and coordinating activities in 22 countries. She was later appointed the head of Citibank’s U.S. Corporate Banking Business and a member of the bank’s Operating Committee and a Customer Group Executive with global responsibilities. Ms. Byorum is a Life Trustee of Amherst College. She has also served as a director of Tecnoglass Inc. (formerly Andina Acquisition Corp., or “Andina”) since 2011, where she currently serves as chair of the audit committee, as a director of Northwest Natural Gas Company since 2004, where she currently serves as chair of the finance committee and as a member of the audit and governances committees, and as a director of JELD-WEN Holding, Inc. since 2014, where she currently is a member of the audit and governance and nominating committees. Ms. Byorum received a B.B.A. from Southern Methodist University and an M.B.A. from The Wharton School at the University of Pennsylvania.
Director [Appointed Chairman 4/13/20]
Mr. Sternberg has over 26 years of experience investing in all segments of the real estate industry, including land acquisitions, luxury residential, hospitality, commercial and retail. He is the Founder of Lionheart Capital, an investment firm, and has served as its Chief Executive Officer since its formation in 2009. From 1993 to 2009, Mr. Sternberg was the Founder and Managing Partner of Oz Holdings, LLC, a private real estate investment and management company. Once a member of an elite Israeli Defense Force unit, Mr. Sternberg studied finance at Sy Syms School of Business at Yeshiva University.
[Appointed Class 1 Director 4/13/20]
Mr. Anderson has over 40 years of entrepreneurial business experience with a major focus in real estate and business development including internationally. He has either been a sole founder or founding partner in several commercial ventures. He has been an owner/broker of JA Real Estate Partners, LLC (New York, NY) since 2001. He co-founded Iowa State Commercial Investment Company, LLC in 2017; he acted as Senior Advisor to F&T Group from 2008-2014 in connection with the Nanjing World Trade Center mixed-use development project; and he was a regional manager/vice president of DeWolfe Companies, Inc. from 1989-1996. Mr. Anderson resided in China for nearly 10 years (2008-2017) where he was involved in numerous business/real estate development projects. He holds a BBA degree from the University of Iowa.
[Appointed Class 2 Director 4/13/20]
Mr. Rapisarda has served as Chief Financial Officer at Lionheart Capital since 2019 and Out of the Box Ventures since 2019. Mr. Rapisarda is an experienced public company C-suite executive and investment banking professional with more than 25 years working in and for a variety of public and private companies. Prior to joining Lionheart Capital in June 2019 he served as Chief Financial Officer at Etrion Corp. (TSX:ETX), a dual-listed (Canada/Sweden) solar energy development company from October 2015 to December 2017. In addition, Mr. Rapisarda founded Garrison Capital Advisors LLC, in 2014, a financial advisory and consulting services company of which he is the Managing Member. From 2008 to 2014, he worked for another dual-listed company (Canada/United States), Atlantic Power Corporation (NYSE:AT), most recently serving as Executive Vice President-Commercial Development. Prior to Atlantic Power, Mr. Rapisarda worked for over 20 years in investment banking and private equity for several firms, including Compass Advisers LLP, Schroders, Merrill Lynch and BT Securities. He has also acted as a board member at several emerging growth companies, primarily in the energy, technology and infrastructure sectors. Mr. Rapisarda has a B.A. from Amherst College and an M.B.A. from the Harvard Business School.