Cohn Robbins CRHC U= 1C + 1/3W


Prospectus 9/10/20

$720.0 million or $828.0 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit),

Warrant $11.50. Call$18 and > $10 by schedule. 

Longest bios ever

Mr. Cohn brings more than 30 years of financial services experience spanning the private and public sectors. Mr. Cohn held several leadership positions at The Goldman Sachs Group, Inc. (“Goldman Sachs”), ultimately rising to President and COO as well as director. In 2016, Mr. Cohn left Goldman Sachs to accept an appointment as Assistant to the President for Economic Policy and Director of the National Economic Council, and since leaving government service in 2018 has been an active investor or board member to private technology companies.


Through his combination of experiences, Mr. Cohn brings unique capabilities to analyze and advise companies operating within highly regulated environments, managing complexity and employing technology to drive growth, efficiency and agility. At Goldman Sachs, Mr. Cohn oversaw the creation and growth of several key business units, managing each through periods of dislocation, disruption and evolving client needs. He has developed a deep understanding of how to manage large and complex organizations operating in multiple industries and geographies, driving growth while managing risk. Mr. Cohn has built a vast, proprietary network across large public corporates, venture-backed and private equity-backed private companies, the investment community and government. While in the White House, Mr. Cohn drove considerable policy advancement and close coordination of the administration’s policy objectives with the private sector, and throughout his career Mr. Cohn has been a member of a variety of industry and regulatory boards.

Mr. Cohn began his career at Goldman Sachs in New York in 1992 in commodities trading and became a Partner in 1994. After running the London commodities business from 1993 to 1996, Mr. Cohn was named Head of the Commodities Department. In this capacity Mr. Cohn worked directly with the world’s largest commodities producers, consumers and financial intermediaries, while leading the business to operate in both the physical and financial commodities markets and grow into one of the most successful of its kind at a financial services firm globally. Mr. Cohn also helped Goldman Sachs establish multiple new commodities business lines, including its Commodity Index and its base metals business in New York and London.

Mr. Cohn later integrated Goldman Sachs’ currency and commodities businesses with its Fixed Income Division to create the Fixed Income, Currency and Commodities (“FICC”) Division, which he ran globally. Years later, in 2004, he helped merge Goldman Sachs’ Global Equities and FICC Divisions, creating the Global Securities Division.

Several of Mr. Cohn’s responsibilities at Goldman Sachs focused on anticipating, and leading the firm’s initiatives to capitalize on, technology’s transformative role in financial markets; and on driving operational improvements in response to significant events, trends or changes.

In the late 1990s, Mr. Cohn served in a leadership role in a consortium of firms that included Goldman Sachs and that was tasked with creating the Intercontinental Exchange (“ICE”), to protect liquidity from being fractured and exchanges from being disintermediated by new digital platforms. Mr. Cohn recruited Jeffrey Sprecher and Richard Spencer to executive leadership roles at ICE, and worked closely with them in ICE’s early and growth stages.

In 2001, following the dotcom bubble, Mr. Cohn was tasked with re-engineering Goldman Sachs’ global equities business. As Head of the Equities Division, Mr. Cohn transformed a business focused on human capital with limited technology into a digitally-enabled, technology-centric organization, optimized resources and business lines, and significantly grew volumes and profitability.

In 2006, Mr. Cohn was named President and Co-Chief Operating Officer (“COO”), ultimately becoming sole COO, and a Board director of Goldman Sachs. Mr. Cohn was in the role for over 10 years during which he helped manage the firm through the global financial crisis and worked directly with each business unit to ensure and direct coverage of the firm’s clients. In this role he drove and executed strategy, empowered managers, managed risk, worked with a variety of stakeholders and regulators and prepared for potential competitive threats and new opportunities. Mr. Cohn chaired several important firmwide committees including the Diversity, Firm Partnership as well as Client Business Standards Committees.

As President and COO of Goldman Sachs, Mr. Cohn was active in providing strategic advice and assistance to owners and founders of private companies seeking to transition to the public markets, as part of his broader role in working across the firm’s many and varied business units, markets and industry groups to develop client relationships and grow new engagements. In particular, Mr. Cohn identified early in his tenure as President of Goldman Sachs the growth potential of technology companies within the broader global economy, and helped expand Goldman Sachs’ Technology, Media and Telecom investment banking practice, personally establishing relationships with many leading technology industry executives and helping guide them through their strategic decision making.

Mr. Cohn left Goldman Sachs in late 2016 to accept an appointment by the President-elect to become Assistant to the President for Economic Policy and Director of the National Economic Council (“NEC”), serving


from January 2017 to April 2018. Mr. Cohn immediately recruited and hired more than thirteen best-in-class policy, government and business experts to serve as commissioned officers, enabling the NEC to be highly effective in meeting its ambitious economic policy-making objectives. During his tenure, NEC staff rapidly became a talent source for the White House and the broader Administration, with many NEC personnel promoted and recruited to positions of greater responsibility.

As President Donald Trump’s chief economic advisor, Mr. Cohn managed the President’s economic policy agenda and led the Administration’s efforts to grow the U.S. economy, create jobs and increase wages, by spearheading broad reform of the Federal tax system and de-regulation of non-Significantly Important Financial Institutions.

As Director of the National Economic Council, Mr. Cohn led in-depth initiatives focusing on the infrastructure, financial services and technology sectors, which included direct engagement with CEOs from many of the most significant companies in those sectors, as well as close understanding of the most significant regulatory, trade and other issues they confront. He also facilitated close partnership between the public and private sectors through Business Roundtable, which included CEOs across industries, including companies such as Apple, AT&T, General Motors, Johnson & Johnson, JP Morgan, IBM, Delta, Cummins and Walmart, amongst others. We believe that Mr. Cohn’s experience in these capacities enables him to deliver unique perspectives to potential target companies.

Since returning to the private sector, Mr. Cohn has actively invested in and advised private technology companies across the cybersecurity, block chain infrastructure, regulatory technology and medical technology sectors, becoming deeply familiar with many of the most disruptive drivers of change within the technology industry today. He also serves or recently has served on boards with, and is investing or has invested alongside, some of the most established technology and venture capital investors in Silicon Valley.

We believe Mr. Cohn’s technology-related experiences and relationships add valuable dimensions to the advice and counsel our company can offer potential target companies to help drive growth, navigate changing environments and raise capital.

Some of Mr. Cohn’s board representations and advisory roles include:

•        Hoyos Integrity (appointed 2019) | Core advisor to the founder of this secure smartphone / mobile communications system, and integrated multi-biometric digital wallet.

•        Machine Zone (appointed 2019) | Helped improve operations of this mobile gaming platform; invited to join the Board, and directly engaged in sale negotiations with KKR portfolio company AppLovin.

•        NanoPay (appointed 2019) | Key advisor on growth and regulatory matters to the founder of this venture-backed Canadian payment platform that is seeking its banking license.

•        Spring Labs (appointed 2018) | Key advisor to the founders of this venture-backed technology platform that enables its blockchain network participants to exchange valuable information without sharing underlying data.

Additional board representations include Abryx, Indago, and Starling, in addition to serving as Chairman of the Board of Pallas Advisors.

Mr. Cohn started his career at U.S. Steel and the New York Commodities Exchange, after receiving his undergraduate degree from American University in 1982.

Outside of his business responsibilities, Mr. Cohn is a member of the Board of Trustees of NYU Langone Health and serves on the Board of Overseers of the NYU Tandon School of Engineering. In 2019 Mr. Cohn was a Visiting Fellow at the Harvard Kennedy School’s Institute of Politics.

Mr. Robbins is a well-known investor with a long and distinguished track record identifying, structuring, consummating and adding post-investment value to investment opportunities across both the private and public equity markets, including in the private equity, venture capital and growth investing segments of the private markets, and in the large-cap, mid-cap and small-cap segments of the public markets. In addition to his longstanding and deep relationships with leaders of major private equity, growth equity and venture capital firms, a particular hallmark


of Mr. Robbins’ investment career has been building relationships with management teams and boards of the companies in which he invests and working collaboratively with them over multi-year periods with the common purpose of enhancing and unlocking value.

Mr. Robbins has spent 40 years managing capital on behalf of sophisticated institutional investors in both the private and public markets, as a General Partner of Kohlberg Kravis Roberts & Co (“KKR”), as a Managing Member of growth equity investor General Atlantic and as the Founder and Chief Executive Officer of the long-standing multi-billion dollar public market investment manager Blue Harbour Group, LP (“Blue Harbour”). Mr. Robbins also has served as a director of more than fifteen public and private companies, and been selected to present at numerous investment conferences, including the Sohn Investment Conference, Milken Institute Global Conference and Delivering Alpha, among others. Under Mr. Robbins’ leadership, Blue Harbour in recent years received several awards and distinctions from major financial outlets, was among the first active equity managers to be a signatory to the UN Principles of Responsible Investment, had a representative on the International Corporate Governance Network’s Board Governance Committee, was a charter member of the Sustainability Accounting Standard Board and was a charter signatory of the Investor Coalition for Disability Inclusion.

Mr. Robbins’ experience as a successful private equity investor at KKR and General Atlantic, where he executed transactions to acquire control of operating companies similar to our strategy, combined with his experience in leading Blue Harbour in the public markets with a fifteen-year focus on middle market companies, brings a uniquely valuable combination of skills and experiences to our company. We also believe our company will benefit from Mr. Robbins’ reputation for constructive, active engagement, built on a continuous practice of pursuing and completing negotiated transactions and business relationships on a collaborative basis.

Since founding Blue Harbour in 2004, Mr. Robbins has pursued and applied a private equity approach to the public markets, making high conviction investments in core portfolio positions and actively collaborating with senior management teams and boards over a two-to-three-year period as a lead minority investor, or “lead shareholder,” or board member on strategies designed to unlock and increase shareholder value.

Mr. Robbins has been recognized for pioneering two innovations in active public market investment management that we believe have beneficial applications for our company. First, he has pursued active engagement with portfolio company managements and boards exclusively on a collaborative basis. This approach, which became known as “friendly activism,” was designed to leverage Mr. Robbins’ skill and experience in deal-making and in identifying high-quality boards and management teams, and contrasts with more typical approaches to activism that depend on actual or potential conflict with boards and management teams. Mr. Robbins’ approach has been to support management teams and boards, never engaging in litigation, proxy contests or other public actions adverse to the leadership of portfolio companies.

Second, Mr. Robbins has been recognized as one of the first active equity managers to fully integrate ESG analysis into the investment process, in order to improve investment selection, entry price and post-investment value creation. The integrated approach to ESG analysis that Mr. Robbins has employed for the past four years is distinct in preserving an expansive investment universe and for seeking to enhance long-term performance by using an ESG framework to develop an enhanced understanding — and pricing — of risk, with a focus on those ESG factors that are material to risk-return profiles on an industry-by-industry basis. This ESG framework also was designed to identify opportunities to improve outcomes in material ESG areas through long-term engagement as a lead shareholder. We believe that such a nuanced approach to ESG analysis, conducted by an experienced practitioner such as Mr. Robbins, can be additive to our core investment strategy to enhance long-term investment returns.

Over his career, Mr. Robbins has focused on investments with embedded value creation opportunities, including: M&A/business portfolio strategies, capital structure optimization, operational improvements and ESG/corporate governance alignment. He has evaluated and invested in companies across a broad universe of industries, including Industrials, Technology, Media, Consumer, Healthcare and Financials, with characteristics that we believe are highly relevant for our company — middle market companies with sufficient revenue, profitability and growth opportunity to support an equity value between $1 billion and $10 billion.

According to a report published in April 2020 by an independent special situations research firm evaluating similar types of public equity-focused alternative asset managers, the average two-year stock-performance for companies that entered Blue Harbour’s portfolio between 2007 and 2018 ranked third among the ten major


U.S.-based firms examined in the study. The firm also has been recognized for awards and distinctions from Institutional Investor, Bloomberg, Barron’s and Hedgeweek, among others.

Some of the more than fifty core investments where Mr. Robbins worked with the boards and managements as lead shareholder to unlock and increase shareholder value, include:

•        BWX Technologies (NYSE: BWXT) | Advocated for the successful spin out transaction of this business from former parent company, and assisted the spinco board of directors.

•        CACI (NYSE: CACI) | Two engagements, first as the highly cash-generative company repurchased 1/3 of its shares, and then to assist the company in considering strategic acquisitions.

•        Genesee & Wyoming Railroad (NYSE: GWR) | Recognized the strategic value embedded in the railroad’s American portfolio. GWR ultimately was acquired by affiliates of Brookfield Infrastructure and GIC.

•        Jack in the Box (NASDAQ: JACK) | Advocated for the successful transition from company-owned to a primarily franchised system, releasing substantial excess capital used for accretive share repurchases.

•        OpenText (NASDAQ: OTEX) | Assisted this Canadian-based software company with the evaluation of acquisitions and strategic transactions, improving its positioning with U.S. investor community, and diversifying its board and management team.

•        WebMD (NASDAQ: WBMD) | Investigated strategic alternatives, including splitting the company in two or a sale, which the company ultimately pursued and completed.

•        Xilinx (NASDAQ: XLNX) | Worked with the board to improve capital allocation and balance sheet efficiency of highly cash-generative semiconductor company, unlocking value through share repurchases.