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Business Combination

Source: SEC.gov as of June 20, 2018
CURRENT FUNDS in TRUST:$51.8 million
PRO RATA AMOUNT IN TRUST:$10.49
TARGET ENTERPRISE VALUE:$1.0 billion
RECORD DATE:June 29, 2018
SHAREHOLDER VOTE DATE:July 19, 2018

IPO Terms

IPO Terms/Details

Total Public Proceeds at IPO ($mm):$53.1
% Held in Trust:103.0% or $54.7mm
$ Held in Trust per Unit:$10.30
Mgmt's Sector Expertise/Focus:Technology, media & telecommunications
IPO Date:July 29, 2015
Months to Complete:18
Shareholder Vote to Approve:
July 19, 2018
Unit Structure (MACQU)
Share (MACQ):1 Share Common Stock
Warrant (MACQW):1 Warrant
Public Warrant Terms:
Exercise Price:$11.50
Redemption Price:$18.00
Cash or Cashless Redemption:Mgmt's Discretion
Underwriters:
Book-runner(s) and Lead Mgr(s):Chardan
Co-Manager(s):Maxim Group LLC, I-Bankers Securities, Inc.
Fees (Upfront/Deferred):3.0% / 2.0%
Lawyers:
Issuer's Counsel:Loeb & Loeb LLP
Underwriter's Counsel:McDermott Will & Emery

 

Investor Presentation M I Website Priority Website Definitive Proxy

PROPOSED BUSINESS COMBINATION


CURRENT FUNDS in TRUST: $ 55.1 million (as of December 31, 2017)
CURRENT PER SHARE REDEMPTION PRICE: $10.30
ENTERPRISE VALUE: $1,003.0 Million 

M I Acquisitions, Inc. (“M I”) proposes to acquire all of the outstanding equity interests of Priority Holdings, LLC (“Priority”), a leading provider of B2C and B2B payment processing solutions.


 Priority Holdings Highlights:
  • Founded in 2005, Priority is a leading provider of consumer and commercial payment solutions, processing over $39 billion of electronic payments in 2017
  • Since 2015, Priority has grown net revenue and Adjusted EBITDA at compound annual growth rates of 13% and 16%, respectively
  • Currently, Priority is the 7th largest non-bank merchant acquirer in the United States.(1)
  • Differentiated through purpose built technology, including:
    • MX platform for B2C payments provides merchants a fully customizable suite of business management solutions
    • CPX platform for B2B payments, including CPX Gateway, provides businesses a complete suite of AP automation and electronic payment options to digitize commercial payments
  • Recurring, transaction-based revenue
  • Free cash flow conversion rate of 90%+ in 2017(2)
  • Attractive track record, with multiple avenues for future growth:
    • Organic: inherent growth of B2C and B2B electronic payments growth; new clients; new products and services
      Accretive acquisitions
    • Led by payment and technology industry veterans
  • Priority’s current equityholders are expected to own over 90% of the combined company
  • Anticipated initial enterprise value in excess of $1 billion, implying a 12.5x multiple on forecasted 2018 pro forma Adjusted EBITDA(3)

(1) Source: Nilson Report; adjusted to reflect recent merger of two non-bank acquirers.
(2) Free cash flow conversion is defined as (Adj. EBITDA – CAPEX) / Adj. EBITDA.
(3) Anticipated initial enterprise value based on cash in trust price of $10.30 per share (not including interest earned on the trust account and any funds deposited in the trust account to extend the time M I has to complete a business combination) and expected cash and debt balances at close.

M I Acquisitions Transaction Summary

 

**Cowen and Company acted as exclusive strategic and financial advisor to Priority Holdings, LLC; Chardan acted as exclusive advisor to M I.

 

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