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Spartacus Acquisition Corporation

Spartacus Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: NextNav

ENTERPRISE VALUE: $897 million
ANTICIPATED SYMBOL: NN

Spartacus Acquisition Corporation proposes to combine with NextNav, a leader in next generation GPS.

NextNav provides next generation GPS. NextNav Pinnacle uses highly accurate vertical positioning to transform location services so they reflect the 3D world around us. Our revolutionary TerraPoiNT system keeps critical infrastructure resilient with reliable Position, Navigation and Timing services in the absence of GPS. With carrier-grade dependability and a rapidly expanding nationwide service footprint, NextNav is driving a whole new ecosystem for geolocation applications and services.

NextNav Investment Highlights

  • Leading Next Generation GPS Solution –NextNav’s internationally standardized terrestrial next generation GPS platform is proven and poised to be the global solution for location and timing services serving the mobile app economy, enterprise, and public safety customers worldwide.
  • Unrivaled Capabilities –NextNav’s next generation GPS is more available, more resilient and more accurate than anything currently in the market. NextNav has two leading services, Pinnacle (altitude-only) and TerraPoiNT (full 3D position, navigation and timing capabilities) which has been recognized by the U.S. Department of Transportation as the highest ranked Position, Navigation and Timing (PNT) network1.
  • Significant Competitive Strengths – NextNav’s underlying assets include its global intellectual property portfolio of over 100 patents, a one-of-a-kind nationwide portfolio of licenses for 2.4 billion MHz-PoPs of 900 MHz spectrum, and a deployed network live in over 4,400 cities that covers over 90% of all buildings taller than three stories nationwide.
  • A $100 Billion Global Total Addressable Market Opportunity  NextNav’s technology is focused on serving a $100 billion total addressable market in the U.S. and globally in the following markets: public safety, e911, mass market consumer apps, eVTOLs, UAVs and autonomous vehicles, IoT and critical infrastructure, and many other sectors.
  • Growing List of Blue-Chip Customers – NextNav’s Pinnacle product is already being deployed with customers and used by consumers and businesses in multiple industries in the U.S. and around the world.

TRANSACTION

  • The transaction reflects a pro forma enterprise valuation for NextNav of approximately $900 million and a pro forma market capitalization of approximately $1.2 billion, assuming no SPAC redemptions.
  • All current NextNav equity holders will roll the entirety of their existing equity holdings into the combined company.
  • The transaction is expected to provide up to approximately $408 million in gross proceeds, comprised of Spartacus’ approximately $203 million of cash held in trust (assuming no redemptions) and the $205 million fully committed common stock PIPE financing (the “PIPE Investment”).
    • New PIPE investors include Koch Strategic Platforms, a subsidiary of the Koch Investments Group, funds managed by Fortress Investment Group, LLC, Ophir Asset Management, Woody Creek Capital Management and Quantlab Disruptive Technologies, Iridian Asset Management LLC, and Sponsor of Spartacus.

spartacus trans overview


PIPE

  • $205 million PIPE at $10.00 per share
    • New PIPE investors include Koch Strategic Platforms, a subsidiary of the Koch Investments Group, funds managed by Fortress Investment Group, LLC, Ophir Asset Management, Woody Creek Capital Management and Quantlab Disruptive Technologies, Iridian Asset Management LLC, and Sponsor of Spartacus.

LOCK-UP

  • A period of one year following the Closing, subject to early termination in the event that the closing sale price of Shelf’s (Spartacus) common stock equals or exceeds $12.00 per share for 20 out of 30 consecutive trading days commencing at least 150 days after the Closing and
  • Received as equity consideration by certain former owners of Holdings for a period of 180 days following the Closing, subject to early termination for 50% of the shares held thereby in the event that the closing sale price of Shelf’s common stock equals or exceeds $12.00 per share for 20 out of 30 consecutive trading days commencing at least 60 days after the Closing.
  • The Registration Rights Agreement will also prohibit the transfer (subject to limited exceptions) of the Company’s warrants held by Sponsor and B. Riley and shares issuable upon the exercise or conversion thereof for a period of 30 days following the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Available closing date total cash (including cash in the Trust Account after giving effect to any redemptions and payment of transaction expenses, and the proceeds of the PIPE Investment (as defined below)) being equal to or greater than $250 million.

NOTABLE CONDITIONS TO TERMINATION

  • By either party if (a) the Closing has not been consummated by November 19, 2021

ADVISORS

  • PJT Partners is acting as sole financial advisor to Spartacus.
  • Hogan Lovells US LLP is acting as legal advisor to NextNav.
  • B. Riley Securities is acting as sole financial and capital markets advisor to Spartacus.
  • K&L Gates LLP is acting as legal counsel to Spartacus.
  • B. Riley Securities and PJT Partners are acting as joint placement agents with respect to the private placement.
  • Kirkland & Ellis LLP is acting as placement agent counsel.

MANAGEMENT & BOARD


Executive Officers

Peter D. Aquino, 59
Chairman and Chief Executive Officer

Mr. Aquino has over 30 years of experience in the TMT industry, with a history of guiding companies to effectively execute strategies in expansion, turnaround, restructuring, M&A, and other key initiatives at both public and private companies. Mr. Aquino has led several companies through exponential growth in fiber and wireless deployments, data center construction and consolidation, and overlay technologies designed to drive vertical product revenue. During the course of his career, Mr. Aquino has served as chairman, president, chief executive officer, and/or director of numerous TMT companies and has a track record of creating value for investors. Mr. Aquino has repeatedly transformed companies by repositioning them through operations initiatives and investment into high growth TMT trends. Mr. Aquino was one of the early innovators of creating metro-ring fiber deployments for the enterprise market. As President and CEO of RCN Corporation (formerly NASDAQ: RCNI) from December 2004 to August 2010, Mr. Aquino led the re-engineering and acquisition strategy to architect metro-rings in several tier one markets, including New York City, Chicago, Boston, DC, and Philadelphia, to form RCN Metro Optical Networks (now part of Crown Castle International Corp.). RCN was one of the first companies to renegotiate programming contracts to increase operating margins. In addition, Mr. Aquino led the transformation of RCN Corporation’s residential cable properties, and created one of the first all-digital HDTV platforms utilizing advanced TIVO software for streaming – ahead of its time. RCN Corporation was sold to Abry Partners in a go-private transaction in 2010 for $1.2 billion. Mr. Aquino served as the Chairman and CEO of Internap Corporation (“INAP”), a public data center portfolio company, from September 2016 to May 2020, and led the board through a restructuring and go-private transaction. Prior to INAP, Mr. Aquino served as Chairman and CEO of Primus Telecommunications Group, Inc. (“PTGI”) from October 2010 to April 2013, and expanded PTGI beyond its telecom and broadband properties to include metro fiber, and data center assets globally. Mr. Aquino founded Broad Valley Capital, LLC in 2013, which constructed an advanced wi-fi network at Dover International Speedway, and Georgetown, Delaware’s first muni-fiber ring, and through which he continues to serve as an investor and restructuring advisor. Mr. Aquino began his career at Bell Atlantic Corp. (now Verizon) in 1983 and later joined Veninfotel, LLC (now NetUno) in 1995, to form one of the first hybrid fiber-coaxial and commercial fiber networks throughout nine cities in Venezuela. Mr. Aquino has served on several public boards that led to successful exit transactions, including Lumos Networks, TIVO Inc., and Fairpoint Communications, Inc. Mr. Aquino currently serves on the board of Alaska Communications Systems Group, Inc. (NASDAQ: ALSK), and served as chairman of the board of directors of the United Way U.S.A. from 2012 to 2015, a $3 billion private charity. Mr. Aquino holds a Master in Business Administration from George Washington University and a Bachelor of Sciences from Montclair State University.


Igor Volshteyn, 43
Chief Financial Officer and Director

Mr. Volshteyn has also served as interim Chief Operating Officer and President of CCUR Holdings, Inc. since June 2020 and previously served as senior vice president of business development of CCUR Holdings, Inc. since 2019. Mr. Volshteyn began his career as a research analyst and investment banker at Tejas Securities Group, Inc. focusing primarily on technology and telecommunications and has over 20 years of experience in the investment management industry. Mr. Volshteyn served as the Managing Partner and Chief Investment Officer at Echelon Investment Partners LP from May 2016 to December 2018 and as an analyst and portfolio manager at Millennium Management from July 2007 to March 2016. From August 2019 to February 2020, Mr. Volshteyn served on the board of directors for Goodman Networks, Inc. Mr. Volshteyn holds a Bachelor of Business Administration in Finance, with highest honors, from the University of Texas at Austin.


 

Board of Directors

Alan Howe, 59
Director

Mr. Howe has served as co-founder and Managing Partner of Broadband Initiatives, LLC, a telecommunications consulting firm, since 2001. Mr. Howe also served as vice president of strategic and wireless business development for Covad Communications, Inc., a national broadband telecommunications company, from May 2005 to October 2008, and as Chief Financial Officer and vice president of corporate development for Teletrac, Inc., a mobile data and location solutions provider, from April 1995 to April 2011. Previously, Mr. Howe held various executive management positions for Sprint Corporation and Manufacturers Hanover Trust Company. Mr. Howe has over 30 years of combined corporate finance, business development and corporate governance experience. Mr. Howe has a broad business background and has been exposed to a wide variety of complex business situations within large corporations, financial institutions, start-ups, small-caps and turnarounds. Mr. Howe is currently a member of the board of directors and serves on the audit committees of Data I/O Corporation (NASDAQ: DAIO) (where he serves as chairman), Resonant, Inc. (NASDAQ: RESN), Babcock and Wilcox (NYSE: BW), Sonim Technologies Inc. (NASDAQ: SONM), and Orion Energy Systems, Inc. (NASDAQ: OESX). Previously, Mr. Howe served on the boards of nineteen public companies, including Determine, Inc., Urban Communications, Inc., MagicJack, Vocaltec Communications Inc., WidePoint Corporation and CafePress Inc. Mr. Howe holds a Bachelor of Science in Business Administration and Marketing from the University of Illinois, School of Commerce and a Master of Business Administration in Finance from the Indiana University, Kelley Graduate School of Business.


Eric Edidin, 48
Director

Mr. Edidin is the founder of Three B Holdings / Endo Investors, a hybrid family investment office / merchant bank established in 2012. Mr Edidin was previously Co-Founder and Co-Managing Partner of Archer Capital Management, a private investment partnership with peak assets under management of $1.4 billion, from 2006 to 2019, investing in over more than forty-five SPACS and an investor in over ninety telecommunication companies. Prior to Archer, Mr Edidin was a Portfolio Manager and Co-Head of Credit Investments at York Capital Management, from 2001 to 2006. While at Archer and York, Mr Edidin focussed on leading investments in numerous key industries, with a strong concentration on investments in the telecommunications industry. Mr. Edidin also previously held an investment related position at Morgan Stanley Capital Partners and a restructuring advisory position at The Blackstone Group. Throughout his career, Mr. Edidin has served as a board member and credit committee member of numerous companies. Mr. Edidin currently serves on the investment committee of the Jewish Communal Fund of New York and the Jewish Federation of Los Angeles. Mr. Edidin holds a Bachelor in Business Administration from the University of Michigan and a Masters in Business Administration from Harvard Business School.


Andrew Day, 55
Director

Mr. Day is the President of ADAY Management Services, based in Oakville Ontario, which provides telecom and technology operational and strategic consulting services. Mr. Day currently serves on the Board of Directors of Optiva Inc. (TSX:OPT) and is the chair of its audit committee and a member of the compensation committee. From 2017 to 2020, Mr. Day was a member of the leadership team of INAP, serving as senior vice president & general manager of the cloud business unit, senior vice president and general manager of the international business unit and Chief Operating Officer & Executive Vice President. Prior to INAP, from 2013 to 2015, Mr. Day was senior vice president and head of consumer sales at Rogers Communications Inc. Mr. Day also served on the senior team at Primus Telecommunications Inc., as vice president from 1999 to 2000, senior vice president from 2000 to 2009, Chief Operating Officer of Primus Canada from 2009 to 2011, Chief Executive Officer of Primus North America from 2011 to 2012 and as President and Chief Executive Officer in 2013. Mr. Day previously held positions at AT&T, Gillette and Xerox. Mr. Day is a Chartered Public Accountant (CPA) and a Chartered Director (C. Dir.), Mr. Day holds an Honours Bachelor of Commerce from McMaster University.


Shelly C. Lombard, 60
Director

Ms. Lombard currently serves as a director of Alaska Communications Systems Group, Inc. (NASDAQ: ALSK), for which she serves on the audit and compensation committee, and HC2 Holdings, Inc. (NYSE: HCHC), for which she serves as chair of the audit committee and is also a member of the compensation and nominating/governance committee. From 2011 to 2014, Ms. Lombard was the director of research for Britton Hill Capital, a broker dealer specializing in high yield bank debt and bonds and value equities. From 2003 to 2010, Ms. Lombard was a high yield bond analyst covering the automotive industry at Gimme Credit, a subscription bond research firm. From 1992 to 2001, Ms. Lombard analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais. Ms. Lombard began her career at Citibank in the leveraged buyout group. Ms. Lombard also works as independent consultant, and teaches executive education courses in corporate finance, financial analysis and financial markets at Columbia University, the Wharton School of Business and Moody’s. Ms. Lombard holds a Bachelor in Communications from Simmons College and a Master in Business Administration from Columbia University.


Skyler Wichers, 27
Director

Mr. Wichers has since January 2019 served as a portfolio manager of MILFAM LLC, an investment firm where he leads investments in public and private markets across a wide range of industries and vehicles, including venture capital, distress debt, credit and equities. From March 2012 to December 2018, Mr. Wichers previously worked at Broadbill Investment Partners LLC, a national financial advisory firm, where he served as a partner from December 2015 to December 2018. From September 2009 to March 2012, Mr. Wichers was an associate at Trendex Capital Management, a private investment fund focused primarily on financially distressed companies, where Mr. Wichers led multiple distress and special situations investments across a wide range of industries and asset classes. Previously, Mr. Wichers currently serves a member of the board of Alimco Financial Corporation, a reinsurance company and Frontiersman Holdings, Inc., a startup company in the spirits and liquor industry. Mr. Wichers holds a Bachelor of Science in Accounting from the University of Florida.