Ciig Acq CIICU = 1C + 1/2 W
1 W + $11.50. Call 18 and by schedule in warrant agreement and below.
IPO Trust 10.
focus - technology, media and telecommunications (“TMT”) industries.
UBS & Barclays
Closed December 17, 2019
The warrants will become exercisable on the later of:
➤ 30 days after the completion of our initial business combination, or
➤ 12 months from the closing of this offering;
Simultaneously with the closing of the IPO, pursuant to the Warrant Subscription Agreement and the Subscription Agreements, dated November 22, 2019, by and between the Company and subsidiaries of BlackRock, Inc. (collectively, “BlackRock”), the Company completed the private sale of an aggregate of 7,175,000 Warrants (the “Private Placement Warrants”) to the Sponsor and Blackrock at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,175,000.
The direct anchor investors and certain investment funds and accounts managed by Magnetar Financial LLC and certain investment funds and accounts managed by Atalaya Capital Management LP (each of which is a member of our sponsor)
Our Chairman and Chief Executive Officer, F. Peter Cuneo, is a recognized leader in corporate value creation and has reshaped the operations of seven companies in the global media and consumer products sectors in the past 35 years. Business Insider called Mr. Cuneo one of the 10 greatest turnaround CEOs. Mr. Cuneo currently serves as Chairman of the Board at Iconix Brand Group, a premier brand management company, and Chairman of BeyondView LLC, a leading virtual reality firm. He is the Managing Principal of Cuneo & Company, LLC, a private investment and management company. Mr. Cuneo played a lead role in the turnaround of Marvel Entertainment Inc., where as President and Chief Executive Officer, he led Marvel, post-bankruptcy, to a prominent position in the entertainment industry. He then served as Vice Chairman of the Board, providing active strategic leadership as Marvel continued to grow into one of the world’s leading entertainment brands. This culminated in its more than $4 billion sale to Disney at the end of 2009 when shares were trading at $54 per share, representing share price appreciation of approximately 57 times from the stock low. Previously, Mr. Cuneo was President and Chief Executive Officer of Remington Products Company. He joined the company as it was near bankruptcy and, in less than four years, tackled the complex financial challenges of the business and facilitated its sale to private equity investors. Previously, Mr. Cuneo has also served as President of the Security Hardware Group of the Black & Decker Corporation, President of Bristol-Myers Squibb Pharmaceutical Group in Canada and President of the Clairol Personal Care Division.
Our Chief Operating Officer, Gavin Cuneo, is a partner of Cuneo & Company, a private venture investment company focused on early stage media, entertainment and consumer growth businesses. Mr. Cuneo has a diverse professional background as both a business operator and a financial professional. Mr. Cuneo was the Chief Operating Officer and Chief Financial Officer of Valiant Entertainment LLC (“Valiant”). Cuneo & Company initially capitalized the dormant comic book publisher to relaunch the business as an IP-centric multimedia company. Under this new management, Valiant grew into one of the leading print and digital publishers in comics, established a marquee licensing businesses and built a film and television division including a multi-picture partnership with Sony Pictures. Valiant was sold to DMG Entertainment in 2018. Previously Mr. Cuneo was an investment banker in the consumer industry coverage group at Bank of America Merrill Lynch and its predecessor Merrill Lynch & Co. where he executed debt and equity financings and advised on mergers and acquisitions for leading companies in the consumer and retail industries. Prior to this, Mr. Cuneo held a number of positions at U.S. Trust Company (now a division of Bank of America), including as an Assistant Vice President in Equity Research, functioning as an equity analyst and associate portfolio manager, and as an Assistant Vice President of corporate strategy.
Our Chief Investment Officer, Michael Minnick, is co-founder and currently a Managing Partner at IIG Holdings. Mr. Minnick has experience in more than $185 billion in transaction volume including advisory and debt and equity capital executions at JPMorgan and The Royal Bank of Scotland Group plc, or RBS. With more than 25 years of industry experience, Mr. Minnick’s expertise spans TMT sub-sectors ranging from wireless, wireline, media content, content distribution, infrastructure, and digital technology. Mr. Minnick was the Former Head of Corporate Finance for the Telecom, Media & Technology Group at RBS where he led the TMT cross-border initiatives encompassing North America, Europe, and Asia. He acted as one of the lead investment bankers for RBS on transactions including the $12.3 billion acquisition of Univision; the $27.0 billion buyout of Clear Channel Communications; and the $28.1 billion acquisition of Alltel Communications. Mr. Minnick also has a broad network of contacts and relationships providing him with leads and referrals that can serve as a useful source for identifying potential future investment opportunities across the TMT sectors.
Our Director, David Flowers, has over 40 years of experience in the media industry and in corporate finance. Before his retirement in 2014, Mr. Flowers served as Senior Vice President and Managing Director of Alternative Investments at Liberty Media Corporation (“Liberty Media”) as well as other roles at Liberty Media including Principal Financial Officer and Treasurer at Liberty Capital Group and Senior Vice President, Treasurer and Principal Financial Officer at Liberty Interactive. During his tenure as an executive officer at Liberty Media, Mr. Flowers was responsible for the financing of all the Liberty entities. He played a key leadership role in Liberty Media’s takeover of Sirius XM, starting from the investment in Sirius XM’s Senior Secured Loans when the company was faced with difficult debt markets. The initial investment of $530 million in February of 2009 achieved approximately 22 times appreciation in value based on trading levels as of October 2019. Prior to Liberty, Mr. Flowers worked in the Media and Telecommunications Group in the Investment Banking Division of Toronto Dominion Bank.
Our Director, Ken West, has over 40 years of experience in corporate finance in entertainment and consumer brands and a track record of significant value creation in the public markets. Until his retirement in June 2019, Mr. West served as Chief Financial Officer of Fareportal Inc., one of the largest online travel technology companies powering a next generation travel concierge service whose brands include CheapOair, OneTravel and Travelong. Previously, Mr. West served as Executive Vice President, Chief Financial Officer and Treasurer of Martha Stewart Living Omnimedia. The company’s stock price doubled during his tenure culminating with the company’s sale to Sequential Brands Group. Mr. West previously served as Executive Vice President and Chief Financial Officer of Marvel Entertainment Inc., a brand-driven licensing and media company. During his tenure at Marvel, the company’s stock price increased over 13x, culminating with the company’s sale to Disney. Prior to this, Mr. West served as an independent consultant to media and entertainment companies. Previously Mr. West, a certified public accountant, was Chief Financial Officer of two middle-market, privately held companies, and spent over 15 years with Ernst & Young LLP, principally in the assurance division.
Our Director, Kristen O’Hara, brings extensive marketing and strategy experience within the technology, media and telecom industry including a high level of expertise in data, social and digital media. Ms. O’Hara is a strategic marketing professional who has worked for several leading global enterprises in the media industry. Ms. O’Hara was most recently VP Business Solutions for Snap Inc. where she was responsible for domestic revenue operations. Previously, she served as Chief Marketing Officer, Global Media for Time Warner Inc. (now Warner Media, LLC). Earlier executive roles with Time Warner Inc.’s Global Media Group include Senior Vice President and Managing Director, Senior Vice President of Marketing and Client Partnerships. Ms. O’Hara was the Vice President of Corporate Marketing and Sales Strategy for the Time Inc. division of Time Warner Inc., and previously she served in several positions at global marketing communications firm Young & Rubicam Inc., driving business development and brand strategy for blue chip advertisers.
6.2 Redemption of Warrants for $0.10 or for Common Stock. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant (the “Alternative Redemption Price”), provided that the last reported sales price of the Common Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to receive, in lieu of the Alternative Redemption Price, a number of shares of Common Stock per Warrant determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”).
Redemption Date (period Fair Market Value of Class A Common Stock
to expiration of warrants) $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00
57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365
54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365
51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365
48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365
45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365
42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364
39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364
36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364
33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364
30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364
27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364
24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364
21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364
18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363
15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363
12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363
9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362
6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362
3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361
0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361
The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.
The stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.365 shares of Common Stock per Warrant (subject to adjustment).
6.3 Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.
6.4 Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price or the Alternative Redemption Price, as applicable.