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Trine Acquisition Corporation

Trine Acquisition Corporation

Oct 19, 2020 by Roman Developer

ACQUISITION – 5/25/23 – LINK

  • Stratasys Ltd. and Desktop Metal, Inc. have announced a definitive agreement to merge in an all-stock transaction valued at approximately $1.8 billion.
  • Desktop Metal stockholders will receive 0.123 ordinary shares of Stratasys for each share of Desktop Metal Class A common stock, equating to a value of approximately $1.88 per share.
  • The merger is anticipated to close in the fourth quarter of 2023.
  • Following the transaction, existing Stratasys shareholders will own approximately 59% and former Desktop Metal stockholders will own roughly 41% of the merged company, on a fully diluted basis.

PROPOSED BUSINESS COMBINATION: Desktop Metal, Inc.


ESTIMATED CURRENT FUNDS in TRUST: $305.5 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.18*
EQUITY VALUE: $2.5 billion

*SPACInsider estimate 

Trine Acquisition Corp. proposes to combine with Desktop Metal, Inc., a leader in mass production and turnkey additive manufacturing solutions. It will become a publicly listed company in order to accelerate its growth trajectory within the rapidly growing additive manufacturing market and capitalize on the strong secular tailwinds supporting the reshoring of manufacturing and supply chain flexibility.

The combined operating company will be named Desktop Metal, Inc. and will continue to be listed on the New York Stock Exchange and trade under the ticker symbol “DM.”

TRANSACTION

TRNE will combine with Desktop Metal at an estimated $2.5 billion pro forma equity value. Assuming no redemptions by TRNE’s existing public stockholders, Desktop Metal’s existing shareholders will hold approximately 74 percent of the issued and outstanding shares of common stock immediately following the closing of the business combination.

Cash proceeds in connection with the transaction will be funded through a combination of TRNE’s cash in trust and a $275 million fully committed common stock PIPE at $10.00 per share, including investments from funds and affiliates of Miller Value Partners, XN, Baron Capital Group, Chamath Palihapitiya, JB Straubel, and HPS Investment Partners.

Completion of the proposed transaction is expected to be completed in the fourth quarter of 2020.

Trine Transaction summary 8-26-20


PIPE

  • 27,500,000 shares of Common Stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $275,000,000.
  • Investors include: Miller Value Partners, XN, Baron Capital Group, Chamath Palihapitiya, JB Straubel, and HPS Investment Partners.

FOUNDER SHARES

  • 75% of the Founder Shares shall vest at the closing of the Merger.
  • 25% of the Founder Shares shall vest at such time as the Stock Price Level (as defined below) is achieved on or before the fifth anniversary of the Closing.
    • When the volume weighted average price of Common Stock is greater than or equal to $12.50 for any 20 trading days within a 30 trading day period or
    • The per share price implied in a Trine Sale is greater than or equal to $12.50.

NOTABLE CONDITIONS TO CLOSING

  • The amount of Closing Acquiror Cash being equal to or exceeding two hundred million ($200 million).

NOTABLE CONDITIONS TO TERMINATION

  • By either Trine or Desktop Metal if the transactions are not consummated on or before December 31, 2020 (which date is subject to an automatic extension to January 31, 2021 if certain closing conditions are not satisfied by December 31, 2020 and other closing conditions have been satisfied).
  • In the event the Merger Agreement is terminated, then Trine shall be entitled to receive a termination fee in the amount of $54,900,000 (the “Company Termination Payment”).

ADVISORS

  • Credit Suisse is serving as the exclusive capital markets advisor to Desktop Metal and as sole private placement agent to TRNE.
  • BTIG, LLC is serving as financial and capital markets advisor to TRNE.
  • Latham & Watkins LLP is serving as legal advisor to Desktop Metal
  • Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to TRNE.
  • ICR is serving as investor relations and communications advisor to Desktop Metal.

TRINE ACQUISITION CORP. MANAGEMENT & BOARD


Executive Officers

Leo Hindery, Jr., 71
Chairman & Chief Executive Officer

Leo Hindery, Jr. is Managing Partner of InterMedia Partners, a series of media industry investment funds he founded in 1988 and ran until February 1997 when he was named President and CEO of TCI, then, along with its affiliate Liberty Media, the world’s largest combined cable television system operator and programming entity. In March 1999 TCI merged into AT&T and he became President and CEO of AT&T Broadband. In November 1999 he was named Chairman and CEO of GlobalCenter Inc., a major Internet services company which fourteen months later merged into Exodus Communications, Inc. Following this merger, until October 2004, he was the founding Chairman and CEO of The YES Network, the regional television home of the New York Yankees, after which he reconstituted InterMedia Partners. A member of the Cable Industry Hall of Fame and formerly Chairman of the National Cable Television Association and of C-SPAN, Mr. Hindery has been recognized as one of the cable industry’s “25 Most Influential Executives Over the Past 25 Years” and one of the “30 Individuals with the Most Significant Impact on Cable’s Early History.” He is a member of the Council on Foreign Relations, a Trustee of Emerson College, and a Director of Common Cause New York, of Hemisphere Media Group, Inc, of Stream Television Networks, Inc., and of Fitness Anywhere, LLC. He has an MBA from the Stanford Graduate School of Business and a BA from Seattle University.


M. Ian G. Gilchrist, 69
President & Director

Mr. Gilchrist has been a Director of Liberty Media Corporation since July 2009. Previously, Mr. Gilchrist was a Managing Director of Salomon Brothers/Citigroup, CS First Boston and Blyth Eastman PaineWebber. He began his 30-year financial career as a securities investment analyst for Mutual of New York and as a TMT investment banker and venture capital professional for Warburg Paribas Becker. As a Board Member of Liberty Media, he serves as Chairman of the Compensation Committee and as a member of the Audit Committee and of the Nominating and Corporate Governance Committee. He has been a Director of Qurate Retail Group (NASDAQ:QRTEA, QRTEB, formerly Liberty Interactive Corporation), a portfolio of retail brands including QVC, HSN and Zulily, since its inception on March 2018, where he serves as Chairman of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Gilchrist is currently a Director of Dispersive Networks Inc., a private cybersecurity company, as well as a member of the Yale University Development Council, the Yale University School of Architecture Dean’s Council, and the Paul Rudolph Foundation’s Board of Directors. He has an MBA from New York University and a BA from Yale University.


Mark J. Coleman, 60
Executive Vice President and General Counsel

Mark J. Coleman is Senior Partner and General Counsel of InterMedia Advisors, LLC. Most recently, he has been an Executive Vice President and General Counsel of The YES Network, which he co-founded in June 2001. Prior to joining YES, Mr. Coleman was Executive Vice President and General Counsel at GlobalCenter Inc. since January 2000. Previously, from June 1998 to December 1999, Mr. Coleman was a Senior Partner at Orrick, Herrington & Sutcliffe LLP, prior to which he was a Partner at Pillsbury Madison & Sutro LLP, which he joined in 1984. Mr. Coleman has over 30 years of experience in the media industry and in private equity. Mr. Coleman has advised Leo Hindery in every one of Mr. Hindery’s initiatives and positions since January 1988 when InterMedia Partners, LP was formed. Mr. Coleman also serves on the board of directors of Stream Television Networks, Inc, The Queens Museum, and The Musicians Treatment Foundation. He has a JD from the University of California, Berkeley and a BA from Pomona College.


Pierre M. Henry, 30
Chief Financial Officer and VP, Development

Until September 2018, when he moved over to Trine, Pierre M. Henry was head of corporate development and investor relations at Hemisphere Media Group (NASDAQ:HMTV) the only publicly traded, pure-play U.S. media company targeting the high growth U.S. Hispanic and Latin American markets, with leading broadcast and cable television and digital content platforms Hemisphere was created as an operating company by InterMedia Partners, LP in 2006. Prior to Hemisphere, Mr. Henry was a Principal in the Tokyo and San Francisco offices of Rakuten (OTC:RKUNY), Japan’s leading internet company with a $9 billion market cap. Reporting directly to CEO Hiroshi Mikitani, Henry built Rakuten’s entertainment analytics division from the ground up and sourced and executed M&A deals for its media & communications division. Prior to Rakuten, he was a Vice President with Kylin Capital, a Chinese private equity group specializing in media & entertainment investments throughout Asia. Mr. Henry started his career as an entrepreneur in the film industry, creating a consulting company called Cinnabar Media. His clients included The Walt Disney Company, Lucasfilm, Sony Pictures, Paramount and CCTV. He has an MBA from the Stanford Graduate School of Business, an MPhil from Downing College, Cambridge University, and a BA from the University of Chicago.


 

Board of Directors

Josephine Linden, 66
Director

Josephine Linden is Founder and CEO of Linden Global Strategies, a wealth management advisory firm and multi-family office. She retired from Goldman Sachs as a partner and managing director in 2009, after being with the firm for over twenty-five years. Josephine serves on private and non-profit boards. She is the Chairman of Lands’ End (NASDAQ: LE), a Director of Sears Hometown & Outlet Stores Inc. (NASDAQ: SHOS), and a member of the Advance Australia Global Advisory Board. She is a Trustee for the Collegiate School, and currently chairs the Financing Committee and sits on the Executive Committee and the Investment Committee. She was an Adjunct Professor at the Business School of Columbia University where she taught a class in wealth management, and she currently teaches and moderates ad hoc sessions. She is a member of the Council on Foreign Relations. She has an MBA from the University of Chicago and a BA from the University of Sydney.


Marc Nathanson, 73
Director

Marc Nathanson is an entrepreneur and philanthropist. He is best known for his founding of Falcon Cable in 1975, which he sold in 1999 for $3.7 billion. He is a member of the Cable Industry Hall of Fame, former Chairman of the U.S. Broadcasting Board of Governors, and former Vice Chairman of Charter Communications. Mr. Nathanson invested the profits from the sale of Falcon Cable into his investment firms Mapleton Investments and Mapleton Properties, which have investments ranging from sports teams to real estate to water technology companies, including Falcon Waterfree Technologies which is the largest manufacturer of waterless urinals in the world. Mr. Nathanson is a member of the Council on Foreign Relations, and he is Vice Chairman of the National Democratic Institute, Co-chair of the Pacific Council and a Trustee of the Aspen Institute. According to the Milken Institute, “Nathanson is a recipient of Global Green’s Millennium Award and the Environmental Media Association’s Lifetime Achievement Award for his environmental work.” He has an MA from the University of California, Santa Barbara and a BA from the University of Denver.


Tom Wasserman, 44
Director

Tom Wasserman is a Managing Director at HPS Investment Partners, LLC where he heads the TMT growth equity group. Mr. Wasserman has worked within TMT (including prior to his transition to HPS) since 1999. Mr. Wasserman’s current board roles include serving as a director of BT One Phone Limited, OnePhone Holding AB, Revolt Media and TV Holdings, LLC, Ember Technologies, Inc., Bridgevine, Inc., Sentient Investment Partners, Ltd, Sentient Advisors Limited, CAST Holdings LLC and Emergent Technology Holdings LP. Mr. Wasserman recently served as Chairman of Hibernia Networks (sold to GTT Communications). Mr. Wasserman began his career at Donaldson, Lufkin and Jenrette in the investment banking division. He has a BA in Business Administration from the University of Michigan where he graduated with distinction.


Abbas F. Zuaiter, 51
Director

Abbas Zuaiter is Co-Founder and Managing Member of Zuaiter Capital Holdings, LLC (“ZCH”), a Greenwich, CT-based private family investment office established in 2013. Mr. Zuaiter serves as Chairman of the Board of RoC Capital Management (Dubai) and until May 2018 served as Chairman of the Board of Adecoagro, SA; as a Member of the Board of Directors of the Arab Bank plc and The Capital Holdings Funds plc; and as a Member of the Board of Advisors of iMENA Group which operates online and mobile businesses for consumers and enterprises in the Middle East and North Africa. Prior to forming ZCH, Mr. Zuaiter served in various senior capacities, at Soros Fund Management, LLC (“SFM”). At SFM Eddy was a member of the Executive, Investment, Management, Capital Allocation and Risk committees, as well as the Chief Operating Officer of the firm. Prior to joining SFM, Abbas was a Partner in the Financial Services Practice of PricewaterhouseCoopers, LLP, principally responsible for the asset management and financial institution industry. He also serves on for-profit and non-profit boards, including ABANA, Convent of the Sacred Heart-Greenwich, The Institute for Middle East Understanding (IMEU), The Welfare Association, Gaza Sky Geeks and The Middle East Institute International Advisory Council. He has a BSBA in Finance and Accounting from Georgetown University where he currently serves on the Board of Advisors for the McDonough School of Business and on the University’s Board of Regents.


Kent R. Sander, 65
Director

Kent R. Sander is the Executive Chairman of the Board of OnePhone Holding AB, a wireless services and technology holding company, which he co-founded in 2007. Prior to that Mr. Sander was a senior Partner at Brainheart Capital, a VC fund specializing in wireless investments. Mr. Sander has more than 30 years experience in executive positions in international telecom and high-tech IT companies. He served as the Chief Executive Officer for TruePosition, a provider of wireless location solutions, between 1997 and 2004 and Executive Vice President and General Manager for Ericsson (NASDAQ: ERIC), a Swedish multinational networking and telecommunications company, between 1990 and 1997. Over the last five years, Mr. Sander has been Chairman of the Board of the following public companies: Tobii Technology (STO:TOBII), an eye-tracking technology firm, MRG (STO: MRG) an I-gaming company, Serneke Group AB (STO:SRNKE-B), a Swedish construction and real-estate company, and as a director for Edgeware Technologies, a private cloud software solutions provider and I.A.R Systems, a private Swedish computer software company. He has also served on the advisory board for Samsung Electronics. Mr. Sander has an MBA from the University of Stockholm.