ALTRINCHAM, England and NEW YORK, Jan. 22,
2024 /PRNewswire/ -- CorpAcq Holdings Limited
("CorpAcq"), a corporate compounder with a proven track record of
acquiring and supporting founder-led businesses, today provided the
following business update including:
- Reaffirming guidance for the full year ending December 31, 2023;
- Confirming on track timing of its Business Combination with
Churchill Capital Corp VII ("Churchill VII") (NYSE: CVII);
- A successful refinancing of its group debt; and
- Upcoming Analyst Day.
Management Reaffirms Financial Outlook for Full-Year
2023
Since the release of its financials for the first six months of
2023 on November 17, 2023, CorpAcq
has continued to maintain its strong and profitable growth
trajectory. As a result, management has reaffirmed guidance for
2023 revenue and Adjusted EBITDA.
On an IFRS basis, revenue for the full year ended December 31, 2023, is expected to be in line with
previous guidance of approximately £729 million, or approximately
$938 million, representing an
increase of 15% compared to the prior year. This performance
reflects the continued strong organic growth of the portfolio,
supported by additional contribution from acquisitions completed
during the second half of 2023. Adjusted EBITDA is expected to be
approximately £126 million, or approximately $162 million, representing an increase of 17%
compared to the prior year, with margins maintained at
approximately 17%.
This robust performance has been driven by CorpAcq's continued
focus on operational strength and resilience and is supplemented by
management's ongoing support for its diversified portfolio of
subsidiaries. CorpAcq continues to deliver on its strategy and
believes it remains well-positioned for future growth.
CorpAcq expects to release its full-year results in the second
quarter of 2024.
Business Combination with Churchill VII Remains on
Track
As announced on November 17, 2023,
CorpAcq's business combination (the "Business Combination") with
Churchill VII continues to progress as planned and is expected to
be completed in early 2024. Completion of the Business Combination
is subject to approval by Churchill VII's shareholders, the
registration statement on Form F-4 filed by CorpAcq Group PLC in
respect of the Business Combination (the "Registration Statement")
being declared effective by the U.S. Securities and Exchange
Commission (the "SEC"), Churchill VII having available cash at the
closing of the Business Combination of at least $350 million, net of transaction fees, and other
customary closing conditions.
On January 19, 2024, Churchill VII
filed a definitive proxy in connection with a special meeting of
stockholders to be held on February 8,
2024 to approve, among other things, an extension of the
date by which Churchill VII must consummate the Business
Combination (or any other initial business combination) from
February 17, 2024 to August 17, 2024 (or such earlier date as
determined by the board of directors of Churchill VII).
Successful Refinancing of Group Debt
CorpAcq has entered into a series of transactions with the
planned refinancing of its group debt facility in order to continue
to optimize its capital structure (the "Debt Refinancing
Transactions"). The Debt Refinancing Transactions provide, among
other things, CorpAcq with:
- A new £300 million committed term loan facility that refinances
CorpAcq's existing £200 million facility and includes £100 million
under a committed acquisition facility to support further
acquisitions;
- The flexibility to pay down up to £100 million of the term loan
with proceeds expected to be received from CorpAcq's Business
Combination and re-draw such amount at a later date;
- An extension of overall debt maturity from June 2024 to January
2028, meaning that following the Debt Refinancing
Transactions, CorpAcq will not have any material debt
maturities until 2028; and
- A neutral impact to net leverage on CorpAcq's group balance
sheet and a lower interest margin across the group.
"We are pleased to announce the successful signing of our debt
refinancing strategy," said Simon
Orange, Chairman and Founder of CorpAcq. "With this
optimized capital structure, we will have more financial
flexibility and liquidity to fund the continued growth of our
business and expand our acquisition pipeline."
UBS AG London Branch and Crestline Investors Fund Liquidity
Solutions Group acted as Mandated Lead Arrangers and KPMG served as
debt advisor for the Debt Refinancing Transactions. Churchill VII
is fully supportive of the Debt Refinancing Transactions as it
improves the financial profile of the business prior to the planned
Business Combination.
Upcoming Analyst Day
In preparation for a public listing, CorpAcq and Churchill VII
will be hosting an analyst day on January
25, 2024. A copy of the presentation will be available
online at www.corpacq.com/investors. To register your interest,
please email CorpAcqIR@icrinc.com.
About CorpAcq Holdings Limited
CorpAcq is a corporate compounder founded in 2006 with deep
commercial experience and a diversified portfolio of 42 companies
(as of December 31, 2023) across
multiple large industries. CorpAcq has a track record of unlocking
business potential and long-term growth for small and medium-sized
enterprises through its established M&A playbook and
decentralized operational approach. CorpAcq's
executive team develops close relationships with their
subsidiaries' management to support them with financial and
strategic expertise while allowing them to retain independence to
continue to operate their business successfully. CorpAcq is
headquartered in the United
Kingdom.
About Churchill Capital Corp VII
Churchill VII was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Important Notices Relating to Financial Advisors
UBS AG London Branch ("UBS") is authorized and regulated by the
Financial Market Supervisory Authority in Switzerland. It is authorized by the PRA and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom. UBS
provided financial advice to CorpAcq and no one else in connection
with the process or contents of this announcement. In connection
with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing
advice in relation to the process, contents of this announcement or
any other matter referred to herein.
Non-GAAP Financial Measure
This communication includes a financial measure not presented in
accordance with UK GAAP or IFRS, Adjusted EBITDA. This non-GAAP
financial measure is not a measure of financial performance in
accordance with UK GAAP, or IFRS or any other GAAP and may exclude
items that are significant in understanding and assessing CorpAcq's
financial results. Therefore, this measure should not be considered
in isolation or as an alternative to net income, cash flows from
operations or other measures of profitability, liquidity or
performance under UK GAAP, IFRS, or any other GAAP. You should be
aware that CorpAcq's presentation of this measure may not be
comparable to similarly-titled measures used by other
companies.
CorpAcq believes this non-GAAP financial measure provides useful
information to management and investors regarding certain financial
and business trends relating to CorpAcq's financial condition and
results of operations. CorpAcq believes that the use of this
non-GAAP financial measure provides an additional tool for
investors to use in evaluating ongoing operating results and trends
and in comparing CorpAcq's financial measures with other similar
companies, many of which present similar non-GAAP financial
measures to investors. This non-GAAP measure is subject to inherent
limitations as it reflects the exercise of judgments by management
about which expense and income are excluded or included in
determining this non-GAAP financial measure.
Additional Information and Where to Find It
This communication does not contain all the information that
should be considered concerning the Business Combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the Business Combination.
The Registration Statement filed by CorpAcq Group Plc, initially
filed on November 17, 2023 (including
amendments thereto), includes a proxy statement/prospectus to be
distributed to Churchill VII's stockholders and warrantholders in
connection with Churchill VII's solicitation for proxies for the
vote by Churchill VII's stockholders and warrantholders in
connection with the Business Combination and other matters
described in the Registration Statement, as well as the prospectus
relating to the offer and sale of securities to be issued by
CorpAcq Group Plc to Churchill VII's stockholders and
warrantholders in connection with the completion of the Business
Combination. On January 19, 2024,
Churchill VII filed a definitive proxy statement with the SEC (the
"Extension Proxy Statement") in connection with Churchill VII's
solicitation of proxies for its special meeting of stockholders to
be held to approve, among other things, an extension of the date by
which Churchill VII must consummate the Business Combination (or
any other initial business combination) from February 17, 2024 to August 17, 2024 (or such earlier date as
determined by the board of directors of Churchill VII) (such
meeting, the "Extension Special Meeting").
Before making any voting or other investment decisions,
Churchill VII's stockholders and warrantholders and other
interested persons are advised to read (i) the Registration
Statement and any amendments thereto, (ii) once available, the
definitive proxy statement/prospectus, in connection with Churchill
VII's solicitation of proxies for its special meeting of
stockholders and its special meeting of warrantholders to be held
to approve, among other things, the Business Combination, (iii)
other documents filed with the SEC by Churchill VII or CorpAcq
Group Plc in connection with the Business Combination, and (iv) the
Extension Proxy Statement and any amendments thereto, as these
documents will contain important information about CorpAcq, CorpAcq
Group Plc, Churchill VII and the Business Combination.
After the Registration Statement has been declared effective,
Churchill VII will mail a definitive proxy statement/prospectus and
other relevant documents to its stockholders and warrantholders as
of the record date established for voting on the Business
Combination. Churchill VII is in the process of mailing the
Extension Proxy Statement and other relevant documents to its
stockholders as of the record date established for voting at the
Extension Special Meeting. Stockholders and warrantholders may also
obtain a copy of the Registration Statement (and definitive proxy
statement/prospectus, once available), the Extension Proxy
Statement, as well as other documents filed by Churchill VII with
the SEC, without charge, at the SEC's website located at
www.sec.gov or by directing a written request to Churchill Capital
Corp VII at 640 Fifth Avenue, 12th Floor, New York, NY 10019.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target," "continue,"
"could," "may," "might," "possible," "potential," "predict" or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Churchill
VII and CorpAcq have based the forward-looking statements on each
of its current expectations and projections about future
performance, timing and events. The forward-looking statements in
this communication include, but are not limited to, statements
regarding estimates and forecasts of financial and operational
metrics and the anticipated timing for the Business Combination to
close. The forward-looking statements are based on various
assumptions, whether or not identified in this communication, and
on the current expectations of CorpAcq's and Churchill VII's
respective management teams and are not predictions of actual
timing and/or performance. Nothing in this communication should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. The forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may materially differ from assumptions.
Many actual events and circumstances are beyond the control of
Churchill VII and CorpAcq. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions
about Churchill VII and CorpAcq that may cause each of its actual
results, levels of activity, timing, achievements and/or
performance indicated in this communication to be materially
different from any actual future results, levels of activity,
timing, achievements and/or performance expressed or implied by
such forward-looking statements. Such risks and uncertainties
include CorpAcq's changes in domestic and foreign business changes
in the competitive environment in which CorpAcq operates; CorpAcq's
ability to manage its growth prospects, meet its operational and
financial targets, and execute its strategy; the impact of any
economic disruptions, decreased market demand and other
macroeconomic factors to CorpAcq's business, projected results of
operations, financial performance or other financial metrics;
expectations as to future growth in demand for CorpAcq's products
and services; CorpAcq's reliance on its senior management team and
key employees; risks related to liquidity, capital resources and
capital expenditures; failure to comply with applicable laws and
regulations or changes in such laws or the regulatory environment
in which CorpAcq operates; the outcome of any potential litigation,
government and regulatory proceedings, investigations, actions
(including any potential U.S. or U.K. government shutdowns) and
inquiries that Churchill VII or CorpAcq may face; assumptions or
analyses used for CorpAcq's forecasts proving to be incorrect and
causing its actual operating and financial results to be
significantly below its forecasts; CorpAcq failing to maintain its
current level of acquisitions or an acquisition not occurring as
planned and negatively affecting operating results; the inability
of the parties to successfully or timely consummate the Business
Combination, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect CorpAcq Group
Plc, which will be the combined company after the Business
Combination, or the expected benefits of the Business Combination
or that the approval of the stockholders of Churchill VII is not
obtained; the risk that stockholders of Churchill VII could elect
to have their shares redeemed by Churchill VII thus leaving the
parties insufficient cash for them to complete the Business
Combination or for CorpAcq to grow its business; the outcome of any
legal proceedings that may be instituted against CorpAcq or
Churchill VII; changes in applicable laws or regulations; failure
to realize the anticipated benefits of the Business Combination;
risks relating to the uncertainty of the projected financial
information with respect to CorpAcq; the effects of competition;
the ability of CorpAcq to manage expenses and recruit and retain
key employees; the ability of Churchill VII or CorpAcq Group Plc to
issue equity or equity linked securities in connection with the
Business Combination or in the future; the impact of certain
geopolitical events, including wars in Ukraine and the surrounding region and between
Israel and Hamas; the impact of a
current or future pandemic on CorpAcq, Churchill VII or CorpAcq
Group Plc's projected results of operations, financial performance
or other financial metrics, or on any of the foregoing risks; those
factors discussed in under the heading "Risk Factors" in the
Registration Statement and Amendment No. 1 to the Registration
Statement filed with the SEC on December 26,
2023("Amendment No. 1"), as may be further amended from time
to time, and other documents filed, or to be filed, with the SEC by
Churchill VII or CorpAcq Group Plc. If any of these risks
materialize or CorpAcq's, CorpAcq Group Plc's or Churchill VII's
assumptions prove incorrect, actual results could differ materially
from the results implied by the forward-looking statements. There
may be additional risks that none of CorpAcq, CorpAcq Group Plc nor
Churchill VII presently know or that CorpAcq, CorpAcq Group Plc and
Churchill VII currently believe are immaterial that could also
cause actual timing and/or performance to differ materially from
those contained in the forward-looking statements. In addition, the
forward-looking statements reflect CorpAcq's, CorpAcq Group Plc's
and Churchill VII's expectations and views as of the date of this
communication. CorpAcq, CorpAcq Group Plc's and Churchill VII
anticipate that subsequent events and developments will cause
CorpAcq's, CorpAcq Group Plc's and Churchill VII's assessments to
change. However, while CorpAcq, CorpAcq Group Plc and Churchill VII
may elect to update the forward-looking statements at some point in
the future, CorpAcq, CorpAcq Group Plc and Churchill VII
specifically disclaim any obligation to do so. The forward-looking
statements should not be relied upon as representing CorpAcq,
CorpAcq Group Plc and Churchill VII's assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
An investment in CorpAcq, CorpAcq Group Plc or Churchill VII is not
an investment in any of CorpAcq's, CorpAcq Group Plc's or Churchill
VII's founders' or sponsors' past investments or companies or any
funds affiliated with any of the foregoing. The historical results
of these investments are not indicative of future performance of
CorpAcq, CorpAcq Group Plc or Churchill VII, which may differ
materially from the performance of past investments, companies or
affiliated funds.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a proxy
statement or solicitation of a proxy, a prospectus, an
advertisement or a public offering of the securities described
herein in the United States or any
other jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or exemptions therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
CorpAcq, CorpAcq Group Plc, Churchill VII, Churchill Sponsor VII
LLC and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from Churchill
VII's stockholders and warrantholders with respect to the Business
Combination. A list of the names of Churchill VII's directors and
executive officers and a description of their interests in
Churchill VII is set forth in certain filings with the SEC,
including (but not limited to) the following: (1) Amendment No.
1(and specifically, the following sections: "Risk Factors–Risks
Related to Churchill and the Business Combination";
"Information Related to Churchill–Management, Directors and
Executive Officers"; "The Business Combination–Interests of
Certain Persons in the Business Combination; Interests of the
Churchill Initial Stockholders and Churchill's Directors and
Officers"; "Beneficial Ownership of Churchill
Securities"; and "Certain Relationships and Related Person
Transactions–Churchill Relationships and Related Person
Transactions"); (2) the Form 10-K filed by Churchill
VII with the SEC on March 17, 2023
(and specifically, the following sections: "Item 1A. Risk
Factors"; "Item 10. Directors, Executive Officers and
Corporate Governance"; "Item 11. Executive
Compensation"; "Item 12. Beneficial ownership"; "Item
13. Related party transactions"; and "Item 15. Exhibits,
Financial Statement Schedules–Note 5. Related Party
Transactions"); (3) the Form 10-Qs filed by Churchill VII with
the SEC on May 10,
2023, August 9,
2023 and November 9,
2023 (and specifically, the disclosure under "Item 1.
Financial Statements–Note 5. Related Party Transactions" in
each such Form 10-Qs, respectively); (4) the Form
8-K filed by Churchill VII with the SEC on August 7, 2023 (and specifically, the disclosure
under "Item 1.01 Entry Into a Material Definitive
Agreement–Amended and Restated Sponsor Agreement"); (5)
the Form 8-K filed by Churchill VII with the SEC on
December 26, 2023 (and specifically,
the disclosure under "Item 1.01 Entry Into a Material Definitive
Agreement–Consent and Merger Agreement Amendment"); (6)
the SCHEDULE 14A filed by Churchill VII with the SEC on
January 19, 2024 (and specifically,
the following sections: "The Business Combination–Interests of
Certain Persons in the Business Combination" and "Beneficial
Ownership of Churchill Securities";), and (7) other documents
that may be filed with the SEC from time to time in connection with
the Business Combination, each of which will be available free of
charge at the SEC's website located at www.sec.gov, or by directing
a written request to Churchill Capital Corp VII at 640 Fifth
Avenue, 12th Floor, New York, NY
10019. Additional information regarding the participants in the
proxy solicitation and a description of their respective direct and
indirect interests will be included in the definitive proxy
statement/prospectus relating to the offer of securities to be
issued by CorpAcq Group Plc to Churchill VII's stockholders and
warrantholders in connection with the completion of the Business
Combination once such information becomes available.
Churchill VII stockholders, potential investors and other
interested persons should read each of the filings listed above and
the definitive proxy statement/prospectus relating to the offer of
securities to be issued by CorpAcq Group Plc to Churchill VII's
stockholders and warrantholders in connection with the completion
of the Business Combination, once such documents are available,
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
Investor Relations Contact:
Email:
CorpAcqIR@icrinc.com
Media Relations Contact:
Michael Landau
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp VII; CorpAcq