Tristar Acquisition I Corp. *

Tristar Acquisition I Corp. *

Apr 2, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Helport Limited

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Tristar Acquisition I Corp. entered into a definitive agreement with Helport Limited

  • Registered in British Virgin Islands with its operations based in Singapore, Helport is an AI technology company dedicated to serving enterprises’ customer contact centers with intelligent products, solutions, and a digital platform, aiming to enhance communication efficiency with customers, streamline processes, and ensure consistent operations and customer satisfaction.

SUBSEQUENT EVENT – 8/2/24 – LINK

  • On the closing of the business combination, the company received an aggregate of $5.5 million our of the $15 million PIPE Investment.
    • The aggregate gross proceeds was $10.39 million with the sale of convertible notes.

SUBSEQUENT EVENT – 7/31/24 – LINK

  • There was a change in the shares to be issued to Helport Shareholders, from 27,757,156 to 30,280,768. 

SUBSEQUENT EVENT – 5/24/24 – LINK

  • In March 2024, Helport issued $2.1 million worth of convertible notes to some shareholders.
    • These notes, accruing 8% interest annually, will convert into Helport shares at $10.80 each when the company merges with another business.
  • On May 23, 2024, Helport and others agreed to prevent these note holders and a minority shareholder from selling their shares for a year following the merger.
    • This restriction could end earlier if Pubco’s share price stays above $12.00 for a certain period or if the company changes control.

SUBSEQUENT EVENT – 5/22/24 – LINK

  • On May 18, 2024, Tristar and Pubco signed PIPE Subscription Agreements with three investors for a private placement.
    • Pubco will issue and sell ordinary shares to these investors at the lesser of $10.80 per share or the per share redemption price for public shareholders related to the Business Combination, totaling $15,000,000.

TRANSACTION

  • The pre-merger entity is valued at US$350 million. [Amended to $335 million]
  • Helport’s equity holders will transition 100% of their equity to the combined entity, Helport AI Limited.
  • The consummation of this business combination is expected to occur in Q1 2024, subject to standard closing conditions, requisite regulatory approvals, and the affirmative vote by Tristar’s public shareholders.

SPAC FUNDING (SEE SUBSEQUENT EVENT FROM 8/2/24)

  • The parties will contemplate raising a new PIPE investment of approximately US$25 million.
    • On May 18, 2024, Tristar and Pubco signed PIPE Subscription Agreements with three investors for a private placement.
      • Pubco will issue and sell ordinary shares to these investors at the lesser of $10.80 per share or the per share redemption price for public shareholders related to the Business Combination, totaling $15,000,000.

EARNOUT [Earnout REMOVED on 12/18/23]

  • Company:
    • 10% of the Pubco Ordinary Shares that would have otherwise been delivered to the holders of Company Ordinary Shares as of the Closing shall be placed in escrow in a segregated escrow account.
    • The Company Shareholders will be entitled to receive the Earnout Shares as follows:
      • In the event that the 2024 Consolidated Revenue of Pubco equals or exceeds $26 million, each Company Shareholder shall be entitled to receive its pro rata share of 100% of the Earnout Shares; or
      • In the event that the 2024 Consolidated Revenue of Pubco plus the 2025 Consolidated Revenue of Pubco equals or exceeds $90 million, each Company Shareholder shall be entitled to receive its pro rata share of 100% of the Earnout Shares.

LOCK-UP

  • Company:
    • Each Company holder will agree not to sell their shares, during the period commencing from the Closing Date and ending on the 24-month anniversary of the Closing Date (subject to early release if the closing price of Pubco Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 270 days after the Closing).
    • AMENDMENT
      • On April 26, 2024, Tristar updated its lock-up agreements with two Helport shareholders.
        • Under these agreements, the shareholders agreed not to sell their shares during the lock-up period, with exceptions allowing transfers to specific Helport shareholders under trading volume restrictions.
        • Additionally, if the shareholders provide Helport with credit facilities of at least $2,000,000 and $4,000,000 respectively, their shares may be released from lock-up early on the one-year anniversary of the deal’s closing.
  • Sponsor:
    • The Sponsor has agreed not to sell its shares, during the period commencing from the Closing Date and ending on the 12-month anniversary of the Closing Date (subject to early release if the closing price of Pubco Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing).
    • AMENDMENT – An aggregate of 1,220,450 Founder Shares held by the sponsor and anchor investors, shall be released from all lock-up restrictions.

NOTABLE CONDITIONS TO CLOSING

  • Tristar shareholder approval

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated at any time prior to the Closing by either Tristar or the Company if the Closing does not occur by September 30, 2024.

ADVISORS

  • Helport Advisors:
    • Hunter Taubman Fischer & Li LLC, Ogier and Reed Smith Resource Law Alliance are serving as legal advisors
  • SPAC Advisors:
    • Ellenoff Grossman & Schole, LLP, Ogier and Rajah & Tann Singapore LLP are serving as legal advisors

SUBSEQUENT EVENT – 9/19/23 – LINK

  • The SPAC and each of the Investors entered into agreements to mutually terminate and cancel the Forward Purchase Agreements, dated as of June 21, 2021 and June 26, 2021, respectively, between the Company and one anchor investor and one institutional accredited investor (the “Investors”), pursuant to which the Investors had agreed to purchase, immediately prior to the closing of the Company’s initial business combination, an aggregate of 4,500,000 Class A ordinary shares of the Company at a price of $10.00 per share.

EXTENSION – 7/24/23 – LINK

  • The SPAC approved the extension from July 18, 2023 to October 18, 2023, and may further extend the Termination Date for an additional one month as needed, on a month-to-month basis, up to twelve times, until October 18, 2024.
    • 12,391,198 shares were redeemed for $10.52 per share.
    • $375K for the first 3-months will be deposited into the trust account; $125K per month (x12) thereafter.

LETTER OF INTENT – 3/2/23 – LINK

  • The SPAC has entered into a non-binding letter of intent that sets forth the preliminary terms and conditions of a potential business combination with a privately held company that meets the Company’s criteria and guidelines and with which the Company has had discussions over an extended period of time.
    • As a result, the Company now has until July 18, 2023 to complete a Business Combination.

MANAGEMENT & BOARD


Executive Officers

Mr. Xiaoma (Sherman) Lu, 57 [Appointed] [Appointed a Director on 4/29/24]
Chief Executive Officer

Mr. Lu is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017.  From January 2017 to November 2017, Mr. Lu served as the Executive Vice president of Kangde Investment Group, a Chinese company engaging in new energy and financial services and capital investment. Prior to that, Mr. Lu served as the Chief Executive Officer of Wanda Investment Company and Vice President of Wanda Financial Group, the investment and financial arms of Wanda Group, a Chinese multinational conglomerate in the real estate, hospitality, retailing, entertainment and heath care, responsible for business expansion, capital investment, and cross board merger and acquisition in commercial real estate and entertainment business from May 2015 to December 2016. Mr. Lu served as the Executive Vice President of Shenzhen Stock Exchange, one of the two primary stock exchanges in China, overseeing public company governance, product development and international businesses from November 2012 to May 2015. Prior to Shenzhen Stock Exchange, Mr. Lu was a full-time non-executive board director, representing Central Huijin Investment Co, at China Construction Bank from August 2010 to November 2012. Mr. Lu has also served in various positions and in different functions at State Street Corporation (NYSE: STT) from May 2000 to August 2010, a financial services and bank holding company headquartered in Boston with operations worldwide. Currently, Mr. Lu serves as independent non-executive director on the board of NWTN Inc. (Nasdaq: NWTN), which completed a business combination with East Stone Acquisition Corporation in November 2022 and for which Mr. Lu served as Chief Executive Officer and a director prior to the business combination. He also serves as an independent director on the boards of Forgame Holdings Limited (HK.0484), a China-based gaming, trading and development company, Sailing Henan Investment, a private investment company, and Bank of China International (China) Co, Limited (601696.SH), an affiliate of Bank of China, which offers investment banking and securities brokerage services in China. From June 2017 to August 2022, Mr. Lu served as an independent director on the board of Yango Group Co., Ltd. (000671.SZ), a China-based company principally engaged in real estate development. Mr. Lu received his Bachelor’s and Master’s degree in thermal engineering from Tsinghua University in Beijing, China and an MBA degree from Boston College


Ri (Richard) Yuan, 48 [Appointed]
Chief Investment Officer

He served as General Manager of Zhejiang Zelihe Investment Management Co., Ltd., an investment management company, responsible for the company’s daily management and project review for external investments. Mr. Yuan has extensive leadership experience, including his roles as Director at Jinhua Julong Pipe Industry Co., Ltd, a construction material manufacturing company, from 2009 to 2013 and as Deputy General Manager at Zhejiang Weike Venture Investment Co., Ltd., an investment company, from 2009 to 2012. He holds a Bachelor’s degree in international trade from Zhejiang University and a Master’s degree in Finance from Zhejiang University.


Chunyi (Charlie) Hao, 63 [Appointed] [Resigned as CEO] [Appointed as CFO on 4/29/24]
Chief Financial Officer and Chairman

Chunyi (Charlie) Hao, 63, is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017. Most recently, Mr. Hao served as Chairman of the Board and Chief Financial Officer of East Stone Acquisition Corporation from August 2018 through November 2022, when it completed its business combination with NWTN, Inc. (Nasdaq: NWTN). Mr. Hao has served as chief executive officer and president of Shandong Haizhishe Energy Engineering Co., Ltd., a solar and wind engineering company in China, and was in charge of the daily operations and business development of the company from December 2015 to March 2019. Prior to that, Mr. Hao was an investment officer of Shanghai Guxin Investment Limited, a firm engaging in the investment of solar farms across China, from 2014 to June 2015. He served as chief financial officer at Delphi Automotive Corp (Saginaw Steering System) (“Delphi”) of General Motors Inc., overseeing joint venture operation across China and Asia Pacific from 1995 to 1998. Mr. Hao is an independent director of Cogobuy Group PLC (HKSE: 0400.HK), an e-commerce platform and distributor for electronic goods in China. He served as chief executive officer and director at China Fundamental Acquisition Corporation and a board director and president of China operations at Asia Automotive Acquisition Corporation, two SPACs in 2008 and 2005, respectively. Mr. Hao received his Bachelor’s degree in French from Beijing Language and Culture University, a Master of Arts degree from the University of Notre Dame and an MBA degree from Pace University. Mr. Hao is well qualified to serve as the Company’s director due to his extensive experience with SPACs, as well as his expertise in management, finance and capital investments.


Michael H. Liu, 52 [Appointed] [Resigned 4/29/24]
Chief Financial Officer

Michael H. Liu, 52, is an accomplished executive with a proven track record in the technology industry. He has been serving as the CEO of HopeRun Technology Corporation, a financial technology company, since 2013 and has been instrumental in driving the company’s accomplishments since April 2013. Mr. Liu has extensive leadership experience, including his role as the Managing Partner of InRun Capital Holdings LLP, an investment management company, from 2015 to present and as President & CEO of Cloud4Device Technology Corp, a technology company, from 2014 to 2018. He holds a Bachelor’s degree in telecommunications from Beijing Union University, an MBA from Rensselaer Polytechnic Institute, and has completed the Advanced Management Program at Harvard Business School. Mr. Liu is well qualified to serve as the Company’s director due to his extensive investment and leadership experience.


William M. Mounger II, 64 [Resigned]
Chief Executive Officer and Chairman of the Board

Mr. Mounger is a highly-experienced executive with over 40 years of successfully founding, building, leading and advising corporations within the telecommunication and wireless industries. With his operational and investment experience, Mr. Mounger has raised capital, navigated the initial public offering process, and been directly involved in multiple mergers and acquisitions. Since October 2002, Mr. Mounger has been serving as Chairman and CEO of Tristar Technologies, LLC, a telecom and technology search firm. In July 2014, Mr. Mounger founded Tristar License Group, LLC, to develop and acquire Advanced Wireless Services (AWS-3) spectrum licenses in FCC Auction 97. Since its inception, Mr. Mounger has been serving as the manager of Tristar License Group. In addition, Mr. Mounger founded two additional companies for the acquisition and development of wireless spectrum licenses in two separate FCC auctions. In August 2015, Mr. Mounger founded Tstar 600, LLC to participate in FCC Auction 1002 for 600 MHz spectrum licenses. In August 2020, Mr. Mounger founded Widespread Wireless, LLC to participate in FCC Auction 107 for C-Band 3.7 – 3.98 GHz spectrum licenses. Mr. Mounger currently serves as the manager at Widespread Wireless, where he focuses on the acquisition and build-out of wireless spectrum licenses using private equity capital. In December 2013, Mr. Mounger founded Nova Towers Holdings, LLC and served as a manager until January 2017. At Nova Towers Holdings, Mr. Mounger worked with Nova Towers, LLC and with AT&T Wireless as one of five approved vendors to build communication towers. Mr. Mounger also founded Tritel Communications (NASDAQ: TTEL) and served as Chairman and CEO from January 2000 to April 2000. Tritel Communications had its initial public offering in 1999. During Mr. Mounger’s tenure, Tritel Communications merged with TeleCorp PCS (NASDAQ: TLCP) in 2000. From April 2000 to October 2002, he served as Chairman of TeleCorp PCS. TeleCorp provided digital wireless services under the SunCom and AT&T brands in 14 states and Puerto Rico. In 2002, TeleCorp was acquired by AT&T Wireless. In addition to his time at Tritel and TeleCorp, Mr. Mounger’s extensive experience in the telecommunications industry includes his role as the former Chairman of the Cellular One Advisory Council and former board member of the Wireless Infrastructure Association. Mr. Mounger has been a board member of the CTIA – The Wireless Association since January 2017. He has also formed and sold companies such as Continuum 700 to acquire wireless spectrum licenses at FCC held auctions. From January 1990 until the formation of Tritel in January 1999, he was President of Mercury Communications Company, a cellular operating company, where he was involved with the management and operation of numerous wireless telecommunication ventures. At Mercury Communications Company, Mr. Mounger built, operated, and managed rural cellular telephone systems for its licenses and for other, third-party license holders. He worked with financial institutions as well as Novatel Wireless to build-out its systems. Mercury was branded under CellularOne and operated in MS, AR, KY, WV, FL, WA, AK, OH and IL. From 1993 to 1996, he sold the company in several multi-stage transactions to McCaw Cellular, U.S. Cellular, Horizon, and CenturyTel Enterprises. Alongside these roles, since June 2015, Mr. Mounger has been serving as the Chairman of Delta Industries, a multi-state concrete operator. He has also been a board member at Delta Industries since December 2014. In addition, Mr. Mounger has been a Commissioner of the Mississippi Wildlife, Fisheries, and Parks since July 2017 and is involved in many charitable and civic organizations. Mr. Mounger graduated magna cum laude with a B.A. from Vanderbilt University and holds an M.A. from Reformed Theological Seminary.


Cathy Martine-Dolecki, 63 [Resigned]
Chief Operating Officer and Director Nominee

Mrs. Martine-Dolecki is a highly experienced and accomplished executive with more than 30 years of experience across the global telecommunications industry. From November 2020 to December 2020, Mrs. Martine-Dolecki was a Board Member at TESSCO Technologies Incorporated (NASDAQ: TESS), a technology distributor and manufacturer serving commercial customers in the wireless space. Her various board positions and extensive executive experience at AT&T (NYSE: T) provide for her robust operational skillset and ability to create value and drive growth. As the former President of National Business at AT&T from January 2015 to March 2017, she led a team of over 7,000 sales associates. During her time, she was responsible for $25 billion in revenue. Prior to her role at National Business, she was the President of Enterprise Business Solutions at AT&T from January 2013 to December 2014. Additionally, she was President of Small Business Solutions at AT&T where she supported 3 million customers, representing over $13 billion in revenue. Her experience at AT&T also includes serving as the President and Chief Executive Officer of the Midwest (formerly Ameritech) and East (formerly SNET) regions from January 2008 to December 2012. As President and CEO, Mrs. Martine-Dolecki led the sale of consumer and business services in six states while representing over $11 billion in revenue and 30,000 employees. Mrs. Martine-Dolecki previously served as a board member of Legal Shield, a portfolio company owned by Mid Ocean Partners from January 2013 to May 2018. She joined and is currently serving on the Americas executive board at the Massachusetts Institute of Technology, Sloan School of Management. Mrs. Martine-Dolecki graduated summa cum laude with a B.A. in Economics from the College of Mount Saint Vincent, holds a M.S. in General Management from M.I.T. where she was a Sloan Fellow, and an M.B.A. from New York University’s Stern School of Business.


Timothy Dawson, 67 [Resigned]
Chief Financial Officer 

Mr. Dawson has over 30 years of executive corporate financial experience in various roles across public and private companies. His experience financing and restructuring the capital stack of public and private firms, executing bond issuances, and facilitating mergers and acquisitions provide him with a robust skill set in managing public company financial operations. From August 2005 to October 2018, Mr. Dawson served as the Chief Financial Officer and a member of the Board of Directors and of the Executive Committee of Cal-Maine Foods (NASDAQ: CALM), the largest producer and distributor of fresh eggs in the United States. During his 13-year tenure as CFO, he facilitated eight strategic acquisitions for the firm. Additionally, as one of the three members of Cal-Maine’s Executive Committee Mr. Dawson oversaw the Information Technology and Human Resources departments at the firm. Prior to his position at Cal-Maine Foods, in January 1996 Mr. Dawson became the Vice-President of Finance and the Chief Financial Officer of the Mississippi Chemical Corporations, a nitrogen, phosphate and potash-based fertilizer manufacturer. In January 1999, Mr. Dawson was promoted to Senior Vice President and CFO and served until December 2004. At Mississippi Chemical Corporation. Mr. Dawson facilitated the firm’s conversion from a cooperative to a public company, leading to a successful initial public offering in 1994, as well as overseeing its eventual sale to Terra Industries, Inc. in 2004. During his tenure at Mississippi Chemical Corporation, Mr. Dawson also conducted a $350 million leveraged lease with GE Capital on a newsprint mill and a $250 million project finance deal through a joint venture for an ammonia plant in Trinidad. Mr. Dawson also led a $200 million public bond offering for the company. From May 1975 to June 1979, Mr. Dawson was the Exports Accountant and held multiple accounting related positions at Cook Industries, a publicly traded international grain business and at the time 3rd largest grain company in the world. Mr. Dawson graduated with special distinction from Mississippi State University with a Bachelor of Accountancy, and holds an M.B.A. from Millsaps College.



Board of Directors

Robert Willis, 52 [Resigned]
Director Nominee

Mr. Willis brings more than 30 years of leadership and entrepreneurial experience and has sourced and led control transactions in various industries including online gaming, computer software, natural resources and among others. Mr. Willis is qualified to serve as our Director because of his operational experience, his capital market expertise, and his investment experience in identifying, evaluating, and structuring acquisition opportunities. Mr. Willis is a co-founder of Navigation Capital Partners L.P. In addition to his role at Navigation Capital, Mr. Willis served as President of Pensare Acquisition Corporation (NASDAQ: WRLS), which completed an acquisition in April 2020 and was renamed to American Virtual Cloud Technologies (NASDAQ: AVCT), where Mr. Willis is still an advisor. He was a key financial architect of Pensare’s successful acquisition of Computex Technology Solutions and AVC Technologies’ contract with AT&T. Prior to co-founding Navigation Capital, Mr. Willis served as the President of Nsoro, LLC in 2007. In such capacity, he negotiated the acquisition of the business by MasTec (NYSE: MTZ) and following its acquisition, served in an advisory role from 2010 through July 2016. From December 2013 until December 2015, Mr. Willis served as the chairman of U.S. Shale Solutions, Inc., a shale services company which he founded in 2013. In 2004, Mr. Willis founded Gaming VC Holdings, now named Entain plc (LSE: ENT) which listed on the London Stock Exchange. Mr. Willis served as the financial director of Entain until 2006. Entain is now one of the world’s largest gaming groups, employing more than 24,000 people in 20 offices across the five continents.


Greg Boyd, 55 [Resigned]
Director Nominee

Mr. Boyd has extensive experience within the telecommunications industry, founding and successfully exiting more than eight companies in the cell tower vertical. In July 1994, Mr. Boyd founded the Intellicom Wireless Management, Inc. Mr. Boyd is currently the Founder and the Chief Executive Officer of Intellicom Wireless Management, Inc., which has managed the development, construction and/or infrastructure coordination of over 800 communication towers throughout the U.S. since February 2000. In December 2011, he also founded Nova Towers, LLC and since its inception, has served as its Chief Operating Officer. Nova Towers, LLC has been selected by AT&T as one of five approved U.S. BTS vendors. Mr. Boyd’s vast mergers and acquisitions history and transactional experience with the sales of his previous ventures provides a unique insight on value creation within the cell tower vertical. His previous experience includes positions with Motorola (NYSE: MSI) as the Southeastern Business Manager from 1988 to 1994 and as a Regional Manager from 1997 to 1998 at MJA Communications Corp., the latter of which helped launch AT&T’s initial PCS buildout across the southeast U.S. Mr. Boyd received a B.S. in Electrical Engineering from Auburn University.


David Jones, 63 [Resigned]
Director Nominee

He is the founder and chairman of Chrysalis Ventures, a venture capital firm that has invested in technology-enabled businesses since 1993. At Chrysalis Ventures, Mr. Jones has worked with and served on the boards of many growth companies in the Midwest and South, including Appriss, Inc., Tritel Communications (founded and led by Mr. Mounger), which went public and was later sold to AT&T Wireless, Regent Communications, a radio station consolidator which was acquired by Jacor Communications, and High Speed Access Corp., which went public and later was sold to Charter Communications. Mr. Jones currently serves on the board of directors at Humana, Inc. (NYSE: HUM), a healthcare company where he was Vice-Chair from 1996 to 2005 and Chairman from 2005 to 2010. Mr. Jones chairs the board’s nominating and governance committee and serves on its compensation and executive committees. He is also a director of the following companies: Foundation Radiology Group, Inc., a radiology services company where he chairs the board’s compensation committee; New Life Solution, Inc. (d.b.a. meQuilibrium), a digital coaching and analytics company where he chairs the board’s audit committee; Confluent Health, a company that operates outpatient physical therapy clinics and provides clinician education services, where Mr. Jones chairs the board’s audit committee. Mr. Jones also serves on the boards of The Humana Foundation, a non-profit organization that invests in community well-being by focusing on the social determinants of health and on the board of the C.E. & S. Foundation. Mr. Jones previously served on the boards of ACCH Holdings (formerly known as HCCA Holdco, LLC), a healthcare staffing and clinical process outsourcing company, from September 2002 to August 2016 and of Connecture, Inc., a provider of health insurance sales and service automation software, from March 2004 to 2019. In addition, he was on the boards of MyHealthDirect, Inc., a provider of healthcare coordination software, from December 2009 to December 2017 and of Insider Media Group, a local media startup in Louisville, KY. Mr. Jones has a B.A., magna cum laude, from Yale University and a J.D. from Yale University Law School. Prior to founding Chrysalis Ventures, he practiced law in the U.S. Department of State Legal Adviser’s office in Washington and in a commercial law firm.


David Barksdale, 45 [Resigned]
Director Nominee

Mr. Barksdale has 15 years of legal, operating, and principal investing experience. As a result of his broad range of business and legal experience, Mr. Barksdale brings valuable business development, technology, and investing experience to the Board. Mr. Barksdale currently serves as a Principal at Alluvian Capital, LLC, a privately held company with diversified investments in the telecommunications and software industries. Previously, he was Co-Chairman and Chief Executive Officer of Spread Networks, LCC, which was acquired by Zayo Group (NYSE: ZAYO) in 2018. During his tenure as CEO, Spread Networks completed construction of its Chicago-to-New York fiber optic network and expansion of services throughout the greater Chicago and New York markets. Mr. Barksdale is a Director at Sanderson Farms (NASDAQ: SAFM), the third largest poultry producer in the U.S. with a market capitalization of $3.1 billion. Mr. Barksdale was previously an attorney in the New York office of Cleary, Gottlieb, Steen & Hamilton LLP. Mr. Barksdale holds a J.D. from New York University School of Law and a B.A. from Tulane University.


Alex Parker, 51 [Resigned]
Director Nominee

Since May 2020, Mr. Parker has been serving as the Chief Executive Officer of Sequential Technology International (STI). STI is a global provider of BPO, SaaS and Consulting Services. Previously, Mr. Parker was the Senior Vice President of Service Delivery Excellence at AT&T from September 2018 to May 2020. During this time, Mr. Parker is the CEO of Sequential Technology International. Previously, he was the Senior Vice President of Service Excellence at AT&T, where he ran global provisioning operations and led a team of over 5,000 people. From June 2017 to September 2018, Mr. Parker was the Senior Vice President of AT&T’s State, Local and Education, where he covered more than 50,000 customers while generating over $2.5 billion in revenue. Additionally, from June 2016 to June 2017, as Senior Vice President of Global Solutions and Sales Operations at AT&T, Mr. Parker supported a global team of more than 2,000 associates and was responsible for executing deal negotiation, solution design, contracting and compensation strategy. Mr. Parker also held positions abroad during his tenure at AT&T. From November 2011 to July 2014, Mr. Parker was the Vice President of Global Service Management in London, England, where he was responsible for the overall customer experience across Europe, Middle East and Africa, Canada, Caribbean and Latin America, and Asia Pacific. Mr. Parker is an advisory board member of the National Organization of Black Law Enforcement and a board member of the Grapevine-Colleyville ISD Education Foundation. Mr. Parker holds a B.S. in computer science from the Georgia Institute of Technology and a Master of International Business degree from Saint Louis University.


Steven Rogers, 67 [Resigned]
Director Nominee

Mr. Rogers has 38 years of commercial real estate investment experience to identify and evaluate acquisition opportunities. In 2011, Mr. Rogers founded and currently serves as the manager of Rogers & Associates, LLC, a firm that provides specialized solutions for principals and institutional owners in the real estate industry and board level advisory work. From 1983 to 2011, Mr. Rogers served as President, Chief Executive Officer and director at Parkway Properties Inc. (NYSE: PKY) since its early development stage and through its move to the New York Stock Exchange and the S&P 600 Small Cap Index. Parkway Properties was a real estate investment trust specializing in the acquisition, ownership, development, and management of quality office properties in the Sun Belt region of the United States. At Parkway Properties, Mr. Rogers provided leadership, policy setting, capital allocation and discretionary fundraising for the real estate investment trust (REIT). During his tenure at Parkway, Parkway was named A Great Place to Work five times by the Society of Human Resource Management, NAREIT Leader in Light Award, and the Urban Land Institute Award for Excellence. Mr. Rogers’ numerous current community and business activities include serving as the Chairman of the Board and a member of the compensation, nominating, and governance committees at RREEF America REIT II since 2014 and as the audit committee chair and a member of the nominating and governance committee at Cedar Realty Trust (NYSE: CDR), since 2016. Mr. Rogers is also the chairman of the board of Net Lease Alliance and a director of First Commercial Bank. Mr. Rogers graduated magna cum laude from the University of Mississippi and went on to complete five years in the U.S. Army, where he was quickly advanced from Lieutenant to Captain and was selected for early command. He received the Army Commendation Medal and the Meritorious Service Medal for his services. Mr. Rogers also holds an M.B.A. from Harvard Graduate School of Business Administration.