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Priveterra Acquisition Corp. II *

Priveterra Acquisition Corp. II *

Oct 16, 2020 by Roman Developer

LIQUIDATION – 9/13/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be September 12, 2024.
    • The per-share redemption price will be approximately $11.20

EXTENSION – 1/11/24 – LINK

  • The SPAC approved the extension from January 12, 2024 to October 12, 2024.
    • 595,559 shares were redeemed for $11.03 per share.
    • Additional $0.03/share to extend 3-months, then $0.01/share per month (x6) thereafter.

SUBSEQUENT EVENT – 7/10/23 – LINK

  • The SPAC changed its name from Tastemaker Acquisition Corp. to Priveterra Acquisition Corp. II.
  • All the members of the tastemaker team resigned and transferred the Class B Founder Shares to Oleg Grodnensky, managing partner at Priveterra Capital.
    • Grodnensky was also on board with Priveterra I (NASDAQ: PMGM) as CFO and COO.

The below-announced combination was terminated on 6/22/23.  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: Quality Gold Holdings [TERMINATED]

ENTERPRISE VALUE: $989 million
ANTICIPATED SYMBOL: QGLD

Tastemaker Acquisition Corporation proposes to combine with Quality Gold Holdings.

Founded in 1979, Quality Gold, Inc. is a global company headquartered in Fairfield, Ohio, and operates within the United States, Canada, and India. The Company offers more than 165,000 jewelry and gift products that are available to ship same day. Quality Gold actively serves more than 15,000 retailers across the United States, its territories, and Canada. The Company’s business has been built on a commitment to provide the largest selection of products, the best service, and the best value to its customers

EXTENSION – 7/12/23 – LINK

  • The SPAC approved the extension from July 12, 2023 to January 12, 2024.
    • Redemptions not disclosed.
    • Lesser of $60K and $0.03/share per month will be deposited into the trust account.

TRANSACTION

  • The transaction brings Quality Gold, a premier jewelry logistics and distribution provider, into the public markets to execute its next phase of growth.
  • Existing Quality Gold equity holders will retain ~94% of the combined company’s pro forma equity.
  • The transaction implies a pro forma enterprise value of $989 million for Quality Gold.
  • The Company will use the proceeds raised during the transaction for general corporate purposes and to enable continued strategic acquisitions.
  • The transaction, which does not have a minimum cash condition, will require the approval of Tastemaker stockholders and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. It is expected to close in the first quarter of 2023.

qgld overview

PIPE

  • There is no PIPE for this transaction

EARNOUT

  • The Tastemaker sponsor will vest 2.07M deferred shares at $13/15/17 milestones and excludes SPAC warrants.
    • The Sponsor will initially forfeit 2.07M of their Founder Shares and subject the allotted amount to the earnout thresholds
  • Michael and Jason Langhammer will vest 11.7M shares equally at $13/15/17 milestones
  • In addition, on the seventh anniversary of the Closing, any unvested Deferred Company Shares and Deferred Sponsor Shares will vest.

LOCK-UP

  • The Sponsor and the Company’s Key Shareholders will enter into a lock-up agreement at the Closing. (not filed yet)

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition
  • No governmental authority has enacted, issued, promulgated, enforced or entered in any law, rule, regulation, judgment, decree, writ, injunction, determination, order or award which is then in effect and has the effect of making the Transactions illegal or otherwise prohibiting consummation of the Transactions

NOTABLE CONDITIONS TO TERMINATION

  • By either Tastemaker or Quality Gold if the Effective Time has not occurred on or before April 20, 2023 (the “Outside Date”); provided that the Outside Date will be automatically extended without any further action by any party until June 20, 2023 if the Registration Statement has not been declared effective by the SEC prior to February 14, 2023;
  • provided, further, that the Business Combination may not be terminated by or on behalf of any party that is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the primary cause of the failure of a condition set forth in Article VIII of the Business Combination Agreement to be satisfied on or prior to the Outside Date.

ADVISORS

  • Stifel is acting as financial advisor to Tastemaker.
  • Cowen and Craig-Hallum are acting as capital markets advisors to Tastemaker.
  • RKCA is acting as financial advisor to Quality Gold.
  • DLA Piper LLP (US) and Ellenoff Grossman and Schole are acting as legal advisors to Tastemaker.
  • Frost Brown Todd LLC is acting as legal advisor to Quality Gold.
  • Mintz is acting as legal advisor to Stifel, Cowen and Craig-Hallum.
  • Grant Thornton is Quality Gold’s auditor
  • Cohn Reznick provided accounting and tax advisory services to Tastemaker.

MANAGEMENT & BOARD

Executive Officers

Oleg Grodnensky, 46 [Appointed]
Chief Executive Officer and Chairman of the Board

Mr. Grodnensky is a repeat sponsor and a Managing Partner at Priveterra Capital, a strategic opportunity investments fund focusing on opportunities across healthcare and financial technology sectors. Priveterra Capital is also a majority sponsor of Priveterra Acquisition Corp. where Mr. Grodnensky currently serves as Chief Financial Officer, Chief Operating Officer and Secretary. On July 3rd, 2023 shareholders of Priveterra Acquisition Corp. approved its business combination with AEON Biopharma, Inc. and transaction is expected to close in July 2023. He received his BS in Economics and Mathematics from Duke University in 1998.

David Pace, 61 [Resigned]
Co-Chief Executive Officer and Director

Dave Pace is a tenured restaurant executive and investor, with over 30 years of public company management experience spanning upscale, casual, fast casual and quick-service restaurant dining. Mr. Pace has served on the Board of Directors of casual dining chain, Red Robin Gourmet Burgers (NASDAQ: RRGB), since August 2019 and was named Board Chairman in November 2019. Previously, Mr. Pace served as President and CEO of Jamba, Inc. (NASDAQ: JMBA) from March 2016 to September 2018, after having served as a board member since 2012. During his tenure with Jamba, Mr. Pace led a turnaround that saw the completion of the company’s refranchising strategy and return to profitability, ultimately resulting in a sale to Roark Capital Group-owned Focus Brands, Inc. Prior to Jamba, Mr. Pace served in a variety of executive roles at Bloomin’ Brands, Inc. (NASDAQ: BLMN), the most recent of which was President of Carrabba’s Italian Grill from 2014 to 2016. During his tenure at Bloomin’ Brands, Mr. Pace also served as Executive Vice President and Chief Resource Officer from 2010 to 2014, where he had responsibility for leading the company’s Real Estate & Restaurant Development and Human Resources teams, and oversaw the Fine Dining group. Earlier in his career, Mr. Pace held various management roles at Starbucks Corporation, Yum! Brands and PepsiCo. Mr. Pace received a B.S. from Cornell University.

Andrew Pforzheimer, 59 [Resigned]
Co-Chief Executive Officer and Director

Andy Pforzheimer is a decorated restaurant executive and entrepreneur with over 40 years of experience with growth brands. Mr. Pforzheimer is the co-founder of the highly successful Barcelona and Bartaco brands, of which he was CEO for 22 years from 1996 to 2018. He led several private equity growth rounds before selling the brands to Del Frisco’s Restaurant Group (NYSE: DFRG) for $325 million in June 2018. Mr. Pforzheimer currently serves as an Independent Director and operating advisor for restaurant growth brands owned by L Catterton, Brentwood Associates and Rosser Capital Partners, and as a mentor to emerging-brand CEOs nationally. He is also a Director on the board of US Foods Holding Corp. (NYSE: USFD), the second-largest foodservice distributor in the world, Lead Director at Wisely, Inc., a restaurant technology company serving leading fast casual and full-service restaurant chains across the country, and a Director of Upward Projects, Hickory Tavern Restaurants, and Barcelona Restaurants LLC. Mr. Pforzheimer earned a B.A. from Harvard University.

Gregory Golkin, 36 [Resigned]
President and Director

Greg Golkin has been the Managing Partner at Kitchen Fund, a leading investor in growth restaurant brands, since 2016. At Kitchen Fund, Mr. Golkin leads a team in identifying investment opportunities, completing due diligence and closing transactions in segment-defining restaurant brands and hospitality technology. Kitchen Fund has completed 14 investments to date across two funds. Previously, Mr. Golkin founded Thinkbinder in 2011, an education technology business focused on distance learning and communication. As CEO, he successfully grew the business and sold the company to Echo360, a global leader in the space, where he then served as Head of Innovation from 2013 to 2016. Prior to Thinkbinder and Echo360, Mr. Golkin was an investor at Maverick Capital, where he covered small cap public market consumer businesses, with a focus on the shifting preferences in the food sector, and an investment banker on the Technology, Media and Telecom team at Goldman Sachs & Co. Mr. Golkin received a B.S. in Economics from the University of Pennsylvania’s Wharton School.

Christopher Bradley, 43
Chief Financial Officer and Secretary

Chris Bradley is a Managing Director at Mistral Equity Partners, where he has been since 2008. Prior to, he was an associate at The Sage Group from 2006 to 2008. He has over 20 years of experience identifying acquisition candidates, conducting due diligence (including detailed accounting and financial modeling) and structuring deals, including 15 years as a restaurant investor. Prior to Mistral Equity Partners, he was an associate at The Sage Group from 2006 to 2008. Mr. Bradley also has operations and strategy experience, having advised numerous companies as a member of their Boards of Directors. Mr. Bradley currently serves on the board of The Beacon Consumer Incubator Fund (a venture capital fund that invests, in consumer technology companies). He formerly served on the board of Jamba, Inc. (NASDAQ: JMBA); The Lovesac Company, Inc. (NASDAQ: LOVE), Creminelli Fine Meats, LLC, a privately-held premium charcuterie wholesaler, and Country Pure Foods. Prior to Mistral Equity Partners, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to 2006, a Manager in Burger King’s strategy group in 2004, and a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. Mr. Bradley also currently serves as the CFO of Haymaker II (NASDAQ: HYAC), a special purpose acquisition company that on July 13, 2020 announced its intent to enter into a business combination with ARKO Holdings Ltd., a leading convenience store operator, and previously served as CFO of Haymaker I from 2017 until its initial business combination with OneSpaWorld Holdings Ltd. (NASDAQ: OSW) In March 2019. Mr. Bradley earned an A.B. from the University of Chicago and an M.B.A. from The Harvard Business School.

 

Board of Directors

Bill Carpou, — [Appointed]
Director 

Mr. Carpou serves as the Chief Executive Officer of OCTANe and a partner at Visionary Ventures, a firm he founded in April 2015. Prior to joining OCTANe, Mr. Carpou founded TheGreyGroup and served as its Managing Partner, focusing on revenue growth and operational improvement.

Dimitri Azar, — [Appointed]
Director 

Dr. Azar serves as President and Chief Executive Officer of Twenty/Twenty Therapeutics, which was formed in August 2020 as a joint venture between Verily Life Sciences and Santen Pharmaceutical. Prior to this role, Dr. Azar served as Senior Director of Ophthalmic Innovations for Verily Life Sciences. He is currently Distinguished Professor of Ophthalmology and served as Dean of the University of Illinois College of Medicine from 2011 to 2018. Dr. Azar was also a Professor of Ophthalmology at Harvard Medical School from 2003 to 2006.

Cameron Piron, — [Appointed]
Director 

Mr. Piron co-founded Synaptive Medical, Inc. in April 2012 and currently serves as its President, Chief Strategy Officer and a member of its board of directors. Prior to these roles, he served as its Chief Executive Officer and Chairman. Since 2010, Mr. Pirone has also served as a member of the board of directors of Conavi Medical and Orthogonal, Inc.

Hal Rosser, 71 [Resigned]
Director 

Hal Rosser is the Founder and Managing Partner of Rosser Capital Partners, which was founded in 2011. Previously, Mr. Rosser was the co-founder of Bruckmann, Rosser, Sherrill & Co. LLC and served as its Managing Director from 1995 to 2010. During his 40 plus year investing career, Mr. Rosser has originated, evaluated, monitored and exited many consumer transactions, including 19 investments in the restaurant industry. Previous board positions include Au Bon Pain, Barteca Restaurant Group, Bravo Brio Restaurant Group, California Pizza Kitchen, DavCo Restaurants, Il Fornaio, Logan’s Roadhouse, McCormick & Schmick’s, Real Mex Restaurants and Ruth’s Hospitality Group, Inc. (NASDAQ: RUTH). Mr. Rosser received his B.S. from Clarkson University and completed the Executive Development Program at Carnegie Mellon University.

Rick Federico, 66 [Resigned]
Director 

Rick Federico has over 40 years of experience in the restaurant sector. Mr. Federico is a member of the Board of Directors of Domino’s Pizza, Inc. (NYSE: DPZ) and RPT Realty (NYSE: RPT), a publicly-traded REIT. Previously, Mr. Federico served as the CEO or Co-CEO of P.F. Chang’s China Bistro, Inc. from 1997 to 2015 and as Chairman from 1997 to 2019. Mr. Federico began his tenure at P.F. Chang’s as President in 1996, which is also when he joined the company’s Board. Prior to this, Mr. Federico served in various executive roles at Brinker International, Inc. (NYSE: EAT), including President of the Italian Concept division, which includes Macaroni Grill and Spageddies. Mr. Federico began his career in managerial positions at Steak & Ale and Bennigan’s, and co-founded Grady’s Goodtimes, which Brinker International acquired in 1989. Mr. Federico’s board experience includes Domino’s Pizza, Inc. (NYSE: DPZ), Jamba, Inc. (NASDAQ: JMBA), Prime Steak Concepts, P.F. Chang’s, and RPT Realty (NYSE: RPT). Mr. Federico received his B.A. from the University of Tennessee.

Starlette Johnson, 57 [Resigned]
Director 

Ms. Johnson has served as an independent consultant to private equity funds, and to companies in the restaurant and hospitality industries since 2020 and has served as the President and Director of Lucky Strike Entertainment since February 2019, a privately-held bowling and entertainment company. In October of 2019, Ms. Johnson also joined the board of directors of privately held Jack’s Family Restaurants and serves on its Audit Committee. Ms. Johnson brings three decades of restaurant and entertainment executive and board experience, with executive experience including President & CEO of Twin Peaks Holdings, Inc. from October 2015 to October 2016, President & COO of Dave & Buster’s Entertainment, Inc. (NASDAQ: PLAY) from June 2006 to September 2010, and Executive Vice President & Chief Strategic Officer of Brinker International, Inc. (NYSE: EAT) from May 1995 to November 2004. Ms. Johnson began her career in the finance department of PepsiCo’s KFC division. Ms. Johnson currently serves on the Board of Directors of Chuy’s Holdings, Inc. (NASDAQ: CHUY), Jack’s Family Restaurants, a privately-held restaurant, and SusieCakes, LLC, a privately-held bakery, with previous board experience including Bojangles’ Inc., Tuesday Morning Corporation (OTCPK: TUES.Q), Front Burner Restaurant Group and Dave & Buster’s. In addition, Ms. Johnson is a member of the advisory board for the Hospitality & Tourism Program at Virginia Tech and serves on the Pamplin College of Business Cabinet at Virginia Tech as well as on the Investment Committee for the Virginia Tech Foundation. Ms. Johnson received her B.S. in Finance from Virginia Tech and MBA from Duke University.

Andrew Heyer, 63 [Resigned]
Director 

Andy Heyer is the CEO and Founder of Mistral Equity Partners, a private equity fund that invests in the consumer industry. Mr. Heyer is a finance professional with over 40 years of experience investing in restaurants and other consumer and consumer-related products and services industries as well as a senior banker in leveraged finance during which time his clients included many large private equity firms. He has guided several public and private companies as a member of their board of directors. Prior to founding Mistral Equity Partners, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp., Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. Before Argosy, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, previous to that, he worked at Shearson/American Express. Mr. Heyer currently serves as President of Haymaker II (NASDAQ: HYAC). Mr. Heyer currently serves on the board of directors of OneSpaWorld Holdings Ltd. (NASDAQ: OSW) and previously served as Haymaker I’s President until consummation of its business combination with OneSpaWorld. He also serves on the board of The Lovesac Company (NASDAQ: LOVE) (where he serves as Chairman) as well as on the board of a private pet products company owned in part by Mistral Equity Partners, Worldwise, Inc. He also serves on the board of Accel Foods, an incubator and investor in early stage food and beverage companies. Formerly, Mr. Heyer has served on the boards of XpresSpa Group, Inc. (NASDAQ: XSPA), The Hain Celestial Group (NASDAQ: HAIN), Las Vegas Sands Corp. (NYSE: LVS), Jamba, Inc. (NASDAQ: JMBA), El Pollo Loco Holdings, Inc. (NASDAQ: LOCO), and Reddy Ice Holdings, Inc. (OTC: RDDCP).



ByRoman Developer