Schultze Special Purpose Acquisition Corporation *
PROPOSED BUSINESS COMBINATION: Clever Leaves
ESTIMATED CURRENT FUNDS in TRUST: $86.8 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.22*
ENTERPRISE VALUE: $205.9 million
SUBSEQUENT EVENTS NOVEMBER 9, 2020
On November 9th, SAMA announced that it has amended its business combination agreement with Clever Leaves along the following:
a) Change the definition of Cash Arrangement Consideration to an aggregate amount up to $2,000,000 in cash in the aggregate payable to certain Clever Leaves shareholders, with such amount increasing to (i) $3,000,000 if after giving effect to the exercise of redemption rights and payments related thereto, the funds in the Trust Account plus proceeds from the Agreed PIPE (defined below) are greater than or equal to $60,000,000, and (ii) $4,000,000 if after giving effect to the exercise of redemption rights and payments related thereto, the funds in the Trust Account plus proceeds from the Agreed PIPE are greater than or equal to $90,000,000
b) Amend the formula for calculating the Arrangement Consideration such that the amount will be derived from $183,600,000
c) Reduce the minimum cash amount required to be held by SAMA either in or outside the Trust Account at Closing, including the aggregate amount of the PIPEs (including for the avoidance of doubt, the aggregate amount of the Agreed PIPE), to $26,000,000
Schultze Special Purpose Acquisition Corp. proposes to combine with Clever Leaves, a large-scale pharmaceutical-grade multi-national cannabis operator.
Clever Leaves operates globally with operations and facilities in Colombia, Portugal, the United States, Canada and Germany, producing pharmaceutical grade cannabis. The Company currently cultivates in over 1.9 million square feet of greenhouses, making it one of the largest cannabis cultivation and extraction companies globally. Clever Leaves is also in the process of becoming one of the few cannabis companies in the world, and the only cannabis company in Latin America, to be granted a European Union Good Manufacturing Practice (“EU GMP”) certification for extracts, subject to successful completion of the certification process.
The transaction is expected to close in the fourth quarter of 2020 and it is anticipated that SAMA will need to extend its current deadline of September 30, 2020.
This transaction will have an anticipated initial enterprise value of approximately $255, which includes an estimated $74 million of net cash ($111 million in cash, assuming no redemptions, and $37 million in debt) on the balance sheet at closing. Clever Leaves intends to use the proceeds from the Business Combination to help fund the combined company’s business operations near-term and potential M&A opportunities.
- Earn out of up to 1.8 million shares that will vest in two equal tranches based on share price targets of $12.50 and $15.00, within a two-year period post-closing and four-year period post-closing, respectively.
NOTABLE CONDITIONS TO CLOSING
- The transaction is subject to a minimum cash condition of $60 million, after any redemptions, compared with approximately $132 million of cash held in SAMA’s trust.
- Canaccord Genuity and EarlyBirdCapital are serving as financial advisors to SAMA
- Greenberg Traurig, LLP, Stikeman Elliott and Posse Herrera Ruiz serving as legal advisors to SAMA.
- Cowen is serving as financial advisor to Clever Leaves
- Freshfields Bruckhaus Deringer US LLP, Dentons Canada LLP, and Brigard & Urrutia Abogados SAS serving as legal advisors to Clever Leaves.
SCHULTZE SPECIAL PURPOSE MANAGEMENT & BOARD
George J. Schultze, 48
Chairman, CEO & President
Mr. Schultze is also the Managing Member, Chairman of Investment Committee and Chairman of Strategy Committee and Founder at Schultze Asset Management, LP. Mr. Schultze is known as a foremost authority within the distressed and bankruptcy investment industry with nearly 25 years of related experience. Mr. Schultze is often interviewed and quoted in the media including CNBC and Bloomberg, and has published numerous articles in Forbes on distressed securities investing and high profile reorganizations as a contributing writer since 2013. He is also a frequent speaker at industry conferences and graduate business schools. Mr. Schultze is the author of The Art of Vulture Investing: Adventures in Distressed Securities Management (Wiley Finance, 2012). He has previously served as board director or liquidation trust or creditor committee member at Le Nature’s, American Plumbing & Mechanical, Armstrong World Industries, Atkins Nutritional, Breed Technologies, Chrysler, General Chemical Group, Horizon Natural Resources, Interstate Bakeries, M. Fabrikant & Sons, Power Plumbing, The Hedge Fund Association, Tropicana Entertainment, Tweeter Home Entertainment, Twinlab, United Airlines, US Timberlands, Washington Group International, and Werner Co. Mr. Schultze has served on the Board of Directors of Home Products International since 2017 and on the Litigation Trust Subcommittee for Tropicana Entertainment since July 2009. Prior to founding Schultze Asset Management in 1998, Mr. Schultze focused on activist distressed investing at MD Sass. Before that, he was employed at Fiduciary Partners, Mayer Brown & Platt and Merrill Lynch. Mr. Schultze has earned an M.B.A. from Columbia Business School and a J.D. from Columbia Law School. He also received a B.A. with a joint major in Economics and Political Science and the Henry Rutgers Scholar distinction from Rutgers, The State University of New Jersey.
Gary M. Julien, 48
Executive Vice President and Director
Mr. Julien is also a Managing Director, Acquisitions at Schultze Asset Management. Mr. Julien has over 20 years of M&A and public and private equity investment experience across a variety of industries, including experience in the special purpose acquisition company market. Mr. Julien previously led and supported M&A initiatives on behalf of entities controlled by Mario J. Gabelli, Chairman, and CEO of GAMCO Investors, Inc., including as Executive Vice President, Corporate Development for PMV Acquisition Corp. (a planned blank check company that did not complete its initial public offering), LICT Corporation and CIBL, Inc. From November 2009 through 2014, Mr. Julien was Senior Vice President at Bronson Point Management, an investment management firm, where he originated, oversaw and analyzed public market investments helping to the firm grow from approximately $70 million in asset under management at launch in 2010 to $1.9 billion in 2014. From 2007 through 2009, Mr. Julien led and supported M&A and corporate finance initiatives for the private investment firm Kanders & Company, Inc. and its affiliates including as Vice President, Corporate Development of Kanders & Company, Clarus Corp. and Highlands Acquisition Corp. (a blank check company which raised $138.0 million focusing on the healthcare industry which subsequently dissolved in October 2009 without completing a business combination). From 2003 through 2006, Mr. Julien was Vice President, Corporate Development for Armor Holdings, Inc., an aerospace and defense company and portfolio company of Kanders & Company, where he oversaw mergers, acquisitions and divestitures for the company, executing 15 transactions during this period and investing approximately $1.2 billion. During this period of time, Armor Holdings’ revenue grew from $305 million to $2.4 billion prior to its sale to BAE Systems plc in July, 2007 for $4.5 billion. Mr. Julien previously worked at Global Crossing Ltd. where he led and supported several M&A, joint ventures and minority investments. Mr. Julien received an M.B.A. with honors in Finance from Columbia Business School and a B.S. from the Newhouse School of Communications at Syracuse University.
Jeffrey M. Glick, 56
Chief Financial Officer
Mr. Glick has served as Chief Financial Officer of Schultze Asset Management since May 2016 where he is responsible for all aspects of the firm’s financial reporting, treasury, accounting and tax matters. In 2011, Mr. Glick founded, and continues to operate, START U UP, LLC, a consulting firm that specializes in providing outsourced CFO and compliance services to the alternative asset management industry. Mr. Glick was previously Chief Financial Officer for Sagard Capital, a hybrid private equity and alternative asset manager, from 2008 through 2011, where he also served on the investment committee and as the Chief Compliance Officer. From 1991 through 2008, he was Chief Financial Officer of Almaz USA, a precious metals trading and marketing firm and also served as a Director of Almaz’s off-shore subsidiary. Mr. Glick previously served as Manager of Mergers and Acquisitions at Phibro Energy, a division of Salomon Brothers, and was an internal auditor in the Real Estate division at Merrill Lynch. Mr. Glick is a graduate of Binghamton University with a B.S. in Accounting.
Scarlett Du, 50
Ms. Du has served as the General Counsel and Chief Compliance Officer of Schultze Asset Management since November 2011 where she is responsible for providing advice and guidance on a range of legal, regulatory and compliance matters. Prior to joining Schultze Asset Management, Ms. Du worked from as an in-house attorney for the Reserve Fund, a money market mutual fund that managed $120.0 billion in assets under management, from January 2008 to January 2010, and in the New York office at Ropes & Gray, a law firm, from September 2005 to January 2008. Before starting her private legal practice, Ms. Du clerked for a federal district judge, the Honorable Gordon Quist, in the Western District of Michigan. Before switching to law, Ms. Du worked in the accounting and audit field for nine years, including with Deloitte & Touche. Scarlett earned a B.A. and M.A. in Economics from City College, CUNY and a J.D. from Northwestern University Pritzker School of Law.
Board of Directors
William LaPerch, 62
Mr. LaPerch has served as Executive Chairman of Hylan Inc., a provider of specialty contracting services in the New York City region for telecommunications providers and municipal organizations, since July 2016, and as President of LaPerch Consulting, LLC (a provider of consulting services to private equity firms) since September 2012. From 2004 to 2012, Mr. LaPerch served as the President and Chief Executive Officer and a member of the board of directors of AboveNet, Inc., then a publicly-traded provider of bandwidth infrastructure services, prior to which he served as Senior Vice President Operations. At AboveNet he was responsible for guiding the company out of Chapter 11 (AboveNet emerged from protection under Chapter 11 of the U.S. Bankruptcy Code effective September 2003) and establishing the company as a profitable and recognized leader in providing optical connectivity solutions for Fortune 1000 companies. In March 2012, AboveNet was acquired by Zayo Group Holdings for $2.2 billion. Before joining AboveNet, Mr. LaPerch served as Senior Vice President of Network Services at MCI and he also held executive positions at NYNEX. Mr. LaPerch currently serves on the boards of Digital Realty Trust (NYSE: DLR) since March 2013 and Windstream (NASDAQ: WIN) since September 2014 and was on the board of Imation, Inc. (NYSE: IMN) from November 2012 to August 2015, Mr. LaPerch also serves as a board member and advisor to several privately held companies including First Light Fiber, Cross River Fiber and Global Capacity. Mr. LaPerch is a graduate of the United States Military Academy at West Point and received his M.B.A. from Columbia Business School.
William T. Allen, 62
Mr. Allen has extensive 30-year background managing businesses and providing leadership to manufacturing operations requiring operational turnarounds, notably as CEO. Amongst industries Mr. Allen has worked in have included nuclear power, oil/petrochemical, automotive, industrial equipment, steel fabrication and plastic injection molding. Mr. Allen was, until December 2017, CEO of Werner Co., Inc., a leading manufacturer of industrial climbing products, from August 2007, and President and Chairman of the Board since March 2009, through its sale to Triton Funds in July 2017. Mr. Allen serves as a member of the board of directors of MModal, a leading provider of clinical documentation technology solutions to the healthcare market. Until recently, Mr. Allen also served as a board member of Rockport, a leading provider of men’s and women’s footwear, which filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware and is in the process of being sold to through Section 363 of the Bankruptcy Code. He has also held board positions at USI, Arclin, Constar, Ames Taping Tools, Oriental Trading, Hines Nurseries, Running Aces Harness Park, WrightLine (former CEO), APW (former CEO), Chart Industries (former CEO) and Millennium Rail, many of which were on behalf of leading alternative investment firms including Ares Management, Black Diamond Capital Management, Oaktree Capital and Crescent Capital Group. In 2012, Mr. Allen received the Pittsburgh Business Times’ Diamond Award as CEO of the Year in the ‘Large for Profit’ category.
John J. Walker, 65
Mr. Walker has 37 years of financial and executive management experience including 21 years as a Chief Financial Officer with both public and private companies. Since 2011, Mr. Walker has been a Director of The Descartes Systems Group, Inc. (NASDAQ: DSGX, TSX: DSG), a logistics technology company and serves as Chair of the Audit Committee and a member of the Nominating Committee. From 2006 through 2010, he served as Chief Financial Officer, and Senior Vice President of Bowne & Company, a New York Stock Exchange- listed provider of documentation services largely to the financial services industry, during which he led and supervised a significant financial restructuring of the company leading to a sale of the company to R.R. Donnelley in 2010 for $481 million. Prior to Bowne & Company, from 1988 to 2006, Mr. Walker was an executive with Loews Cineplex Entertainment Corporation, then the 4th largest motion picture operator in the world, including sixteen years as Chief Financial Officer. In January 2006, the company was acquired by AMC Entertainment for $1.5 billion creating the second largest theater operator in the world. Prior thereto, Mr. Walker served for six years as Controller and Principal Accounting Officer of Corporate Property Investors, then one of the largest real estate investment trusts in the United States. Mr. Walker also served for six years as Treasurer and Assistant Corporate Controller of Princess Hotels International a company involved in the ownership and operation of luxury resort hotels, real estate and timesharing developments. He is a Member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. Walker started his professional career with then Price Waterhouse & Co. He received his B.S. in Accounting from the University of Scranton in 1974.
Mr. Jindal is the Managing Partner of Perpetual Holdings, an investment and corporate advisory firm and is an advisory board member at Schultze Asset Management. Mr. Jindal has 17 years of professional experience as an investor and investment banker working with a broad array of industries focusing predominantly on the restructuring industry, having worked on over 12 restructurings representing over $7.5 billion in capital. Mr. Jindal was previously a Managing Director in the Restructuring and Debt Advisory Group of Evercore Partners, Inc. and a Vice President in the restructuring practice at Rothschild. As an investment banker, he led teams advising companies facing financial distress due to liquidity constraints, pending maturities of several hundred million to several billion dollars of debt, or fundamental operational issues. Prior to Evercore, Mr. Jindal held investment positions at MFP Investors and Balyasny Asset Management. He was a director of Mesabi Metallics Company, a 7.0 million tonnes per annum iron ore mining operation and pelletization plant under development on the Mesabi Range in northern Minnesota from March 2016 through December 2017. Mr. Jindal received his M.B.A. from Columbia Business School where he was recognized for the highest academic record in his graduating class. He also holds a B.S. degree in Biomedical Engineering from Johns Hopkins University. He regularly guest lectures at Columbia Business School about issues related to restructuring and investing.