NEW YORK and CHERRY HILL, N.J., Dec.
10, 2021 /PRNewswire/ -- Corcentric, a leading provider
of payments, accounts payable, and accounts receivable technology
to enterprise and middle-market companies, and North Mountain
Merger Corp. (NASDAQ: NMMC) ("NMMC" or "North Mountain"), a
publicly traded special purpose acquisition company, today
announced that they have entered into a definitive agreement to
consummate a business combination (the "Transaction") that would
result in Corcentric becoming a publicly listed company. Upon the
closing of the Transaction, the combined entity (the "Company")
will be named Corcentric Inc. The Company is expected to have an
implied pro forma enterprise value of approximately $1.2 billion at closing.
Founded in 1996, Corcentric is a leading provider of B2B
commerce solutions for enterprise and middle-market businesses. Its
comprehensive, end-to-end suite of Source-to-Pay and Order-to-Cash
solutions combined with its proprietary B2B payments network
empower customers to enable growth, optimize working capital,
enhance visibility, and minimize risk. These solutions are
delivered through a combination of cloud-based software, payments,
and advisory services. Corcentric's suite of solutions and its
proprietary B2B payments network, comprising over 450,000 buyers
and 1.4 million suppliers, processes over $100 billion in transaction volume annually.
Following the closing of the Transaction, the Corcentric
executive management team will continue to be led by Founder and
Chief Executive Officer Douglas
Clark and President and Chief Operating Officer Matthew Clark. Thomas
Sabol will serve as Chief Financial Officer and Mark Joyce will serve as the Company's Executive
Vice President and Chief Accounting Officer.
"We are immensely proud of Corcentric's accomplishments since
our founding 25 years ago, and we are excited to lead the next
stage of development alongside the North Mountain team. We believe
there is significant runway for growth opportunities within our
existing customer base as well as through untapped opportunities
such as new customer wins, new product innovation, international
expansion, and strategic acquisitions," said Douglas W. Clark, Founder, Chairman, and CEO of
Corcentric.
"Corcentric's ability to demonstrate consistent growth and high
levels of profitability represents an exciting investment
opportunity. Doug and his team have developed a leading B2B
commerce platform focused on transforming how businesses purchase,
pay, and get paid. We look forward to partnering with Corcentric's
management team at this exciting inflection point in the company's
growth," said Chuck Bernicker, CEO
of North Mountain.
Transaction Overview
The Transaction implies a pro
forma enterprise value of the combined company of approximately
$1.2 billion, representing an 8.1x
multiple to 2022 expected adjusted revenue of $149 million. The Transaction is expected to
deliver approximately $182 million in
gross proceeds, comprising NMMC's approximately $132 million of cash held in trust (assuming no
redemptions) and $50 million of fully
committed PIPE financing from anchor investors, including
Wellington Management and Millais Limited, an affiliate of the
Sponsor. Under the terms of the Transaction, Corcentric's existing
shareholders will convert their ownership stakes into equity of the
combined company and are expected to own approximately 81% of the
post-combination company immediately following the closing of the
transaction. Bregal Sagemount, a prominent growth equity firm, will
continue as a shareholder of Corcentric. In addition, existing
Corcentric equity holders have the potential to receive an earnout
of additional shares of common stock of the Company, if certain
stock price targets are met as set forth in the definitive merger
agreement.
The Transaction has been unanimously approved by the Boards of
Directors of both Corcentric and North Mountain. The Transaction,
which is expected to close in the second quarter of 2022, will
require the approval of the stockholders of both Corcentric and
North Mountain and is subject to other customary closing
conditions, including the receipt of requisite regulatory
approvals.
Additional information about the proposed Transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by North
Mountain with the Securities and Exchange Commission ("SEC") and
will be available at www.sec.gov. In addition, NMMC intends to file
a registration statement on Form S-4 with the SEC, which will
include a proxy statement/prospectus of NMMC, and will file other
documents regarding the proposed transaction with the SEC.
Advisors
J.P. Morgan Securities LLC is acting as
financial advisor and capital markets advisor, William Blair is acting as financial advisor,
and Kirkland & Ellis LLP is acting as legal counsel to
Corcentric. Citi is acting as capital markets advisor and Paul,
Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
counsel to North Mountain. J.P. Morgan Securities LLC and Citi are
acting as lead placement agents to North Mountain on the PIPE,
William Blair is acting as
co-placement agent to North Mountain on the PIPE, and Mayer Brown
LLP is acting as legal counsel to the placement agents with respect
to the PIPE.
Conference Call Information
Corcentric and North
Mountain will host a joint investor conference call to discuss the
proposed Transaction and review the investor presentation today,
December 10, 2021, at 8:30 a.m. Eastern time. For those who wish to
participate, the domestic toll-free access number is (877) 407-9716
and the international toll-free access number is (201) 493-6779.
Once connected with the operator, please provide the Conference ID
number of 13725603.
A live webcast of the conference call and associated
presentation materials will be accessible on North Mountain's
website at https://northmountainmerger.com and on Corcentric's
investor relations page at https://www.corcentric.com/investors. A
replay of the conference call will be available after completion of
the conference call and can be accessed on the investor relations
pages.
About Corcentric
Corcentric is a leading provider of
payments, accounts payable, and accounts receivable technology to
enterprise and middle-market companies. Corcentric delivers
software, advisory services, and payments focused on reducing
costs, optimizing working capital, and unlocking revenue. To learn
more, please visit www.corcentric.com.
About North Mountain Merger Corp.
North Mountain
Merger Corp. is a special purpose acquisition company (or SPAC)
which raised $132.25 million in its
IPO in September 2020 and is listed
on the Nasdaq Capital Market (NASDAQ: NMMC). North Mountain Merger
Corp. was founded to pursue an initial business combination, with a
specific focus on businesses in the financial technology segment of
the broader financial services industry. For more information,
please visit www.northmountainmerger.com.
About Bregal Sagemount
Bregal Sagemount is a
growth-focused private capital firm with $4
billion in committed capital. The firm provides flexible
capital and strategic assistance to market-leading companies in
high-growth sectors across a wide variety of transaction
situations. Bregal Sagemount invests $15
million to $400 million per
transaction into targeted sectors, including software, digital
infrastructure, healthcare IT/services, business and consumer
services, and financial technology/specialty finance. For more
information, please visit www.sagemount.com.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as "believe," "may," "will,"
"estimate," "continue," "anticipate,"
"intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem,"
"seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding future events, the Transaction, the estimated
or anticipated future results and benefits of the combined company
following the Transaction, including the likelihood and ability of
the parties to successfully consummate the Transaction, future
opportunities for the combined company, and other statements that
are not historical facts. These statements are based on the current
expectations of North Mountain's and Corcentric's management and
are not predictions of actual performance. These 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 will differ from
assumptions. Many actual events and circumstances are beyond the
control of North Mountain and Corcentric. These statements are
subject to a number of risks and uncertainties regarding
Corcentric's businesses and the Transaction, and actual results may
differ materially. These risks and uncertainties include, but are
not limited to, ability to meet the closing conditions to the
Transaction, including approval by stockholders of North Mountain
and Corcentric on the expected terms and schedule and the risk that
regulatory approvals required for the Transaction are not obtained
or are obtained subject to conditions that are not anticipated;
delay in closing the Transaction; failure to realize the benefits
expected from the proposed Transaction; a decline in the price of
our securities following the Transaction if it fails to meet the
expectations of investors or securities analysts; the amount of
redemption requests made by North Mountain's public stockholders;
the ability of North Mountain or the combined company to issue
equity or equity-linked securities in connection with the
Transaction or in the future; the effects of pending and future
legislation; risks related to disruption of management time from
ongoing business operations due to the proposed Transaction;
business disruption following the Transaction; risks related to the
impact of the COVID-19 pandemic on the financial condition and
results of operations of North Mountain and Corcentric; risks
related to North Mountain's or Corcentric's indebtedness; other
consequences associated with mergers, acquisitions, and
divestitures and legislative and regulatory actions and reforms;
Corcentric's ability to maintain its current rate of growth;
adjusting Corcentric's cost structure to quickly reflect changes in
revenues; maintenance and renewal of customer contracts and
subscriptions; competition in the software and payments solutions
industries; Corcentric's ability to raise additional capital;
reliance on Corcentric's relationships with service providers and
suppliers; the successful integration of potential targets,
products, or technologies; Corcentric's ability to improve its
operational, financial, and management controls; Corcentric's
failure to offer high-quality customer support; Corcentric's
ability to maintain its revenues and margins while offering
discounts for its private commerce network buyers and suppliers;
Corcentric's failure to maintain and enhance awareness of its
brand; Corcentric's failure to maintain contracts with private
commerce network solutions buyers and suppliers; increased costs
associated with being a public company; the unpredictable sales
cycles of Corcentric's end markets; risks associated with
Corcentric's brokerage activities as sellers of capital equipment;
cybersecurity incidents; ability to prevent fraudulent activities
by Corcentric's customers, employees, or other third parties;
potential interruptions or delays in third-party services;
protection of proprietary rights; intellectual property
infringement, data protection, and other losses; compliance with
federal, state, and local laws as well as statutory and regulatory
requirements; risks of implementing controls and procedures
required for public companies following the Transaction; and
the ability of Corcentric or the combined Company to issue equity
or equity-linked securities with the proposed business combination
or in the future; and those factors discussed in North Mountain's
Form 10-K/A for the year ended December 31, 2020, under Risk Factors in Part I,
Item 1A and other documents of North Mountain filed, or to be
filed, with the SEC.
If any of these risks materialize or if assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that North Mountain or Corcentric presently do not
know or that North Mountain or Corcentric currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements provide North Mountain's and
Corcentric's expectations, plans, or forecasts of future events and
views as of the date of this communication. North Mountain and
Corcentric anticipate that subsequent events and developments will
cause their assessments to change. However, while North Mountain or
Corcentric may elect to update these forward-looking statements at
some point in the future, North Mountain and Corcentric
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing North Mountain's or Corcentric'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.
Important Additional Information and Where to Find It
In connection with the contemplated Transaction, North Mountain
intends to file a registration statement on Form S-4 (the
"Registration Statement") with the SEC, which will include a proxy
statement/prospectus, with the SEC. Additionally, North Mountain
will file other relevant materials with the SEC in connection with
the Transaction. A definitive proxy statement/final prospectus will
also be sent to the stockholders of North Mountain, seeking any
required stockholder approval. This communication is not a
substitute for the Registration Statement, the definitive proxy
statement/final prospectus, or any other document that North
Mountain will send to its stockholders. Before making any voting or
investment decision, investors and security holders of North
Mountain are urged to carefully read the entire Registration
Statement and proxy statement/prospectus, when they become
available, and any other relevant documents filed with the SEC as
well as any amendments or supplements to these documents, because
they will contain important information about the transaction.
Stockholders will also be able to obtain copies of such documents,
without charge, once available, at the SEC's website at
www.sec.gov. In addition, the documents filed by North
Mountain may be obtained free of charge from North Mountain at
www.nmmergercorp.com. Alternatively, these documents, when
available, can be obtained free of charge from North Mountain upon
written request to North Mountain Merger Corp., 767 Fifth Avenue,
9th Floor, New York,
NY, 10153, ATTN: Secretary, or by calling (646) 446-2700.
The information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press release.
Participants in the Solicitation
North Mountain, North Mountain's sponsor, Corcentric and certain
of their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
stockholders of North Mountain, in connection with the proposed
Transaction. Information regarding North Mountain's
directors and executive officers is contained in North Mountain's
Annual Report on Form 10-K/A for the year ended December 31, 2020, and its Quarterly Report on
Form 10-Q for the quarterly period September
30, 2021, which are filed with the SEC. Additional
information regarding the interests of those participants, the
directors and executive officers of Corcentric and other persons
who may be deemed participants in the Transaction may be obtained
by reading the Registration Statement and the proxy
statement/prospectus and other relevant documents filed with the
SEC when they become available. Free copies of these documents may
be obtained as described above.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute a proxy statement or solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the proposed Transaction. This press release shall also
not constitute an offer to sell or a solicitation of an offer to
buy any securities, nor shall there be any sale, issuance, or
transfer of securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No offering 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 an exemption
therefrom.
Investor Contact for Corcentric
Ankit Hira or Ed
Yuen
Solebury Trout for Corcentric
ir@corcentric.com
(800) 846-6166
Media Contact for Corcentric
Kate Freer
Senior Vice President of Marketing
(856) 382-4713
kfreer@corcentric.com
Contact for North Mountain Merger Corp.
Charles B. Bernicker
(646) 446-2700
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