Cartesian Growth Corporation (NASDAQ:GLBL) announced in an 8-K this morning that it has made a fourth amendment to its combination with wealth management firms Alvarium and Tiedemann, this time providing bonus shares to non-redeeming shareholders.
Under the changes, the up to 2,850,000 promote shares that Cartesian would have previously forfeited as a part of the deal will now be distributed to non-redeeming public shareholders. Already some amount of these shares was to be forfeited based on the extent to which redemptions exceed 50% and the total amount will thus be determined at close.
So far in 2022, the inclusion of bonus pools for non-redeeming shareholders has not proven to consistently dissuade redeemers. But, having more shares in circulation immediately following close may help stabilize trading volumes before lock-ups expire. Cartesian’s sponsor has also agreed to transfer 8,900,000 private placement warrants to the sellers.
The parties also agreed to move up vesting of 1,050,000 earnout shares destined for TIG entities involved in the deal and an equal number of those slated to be earned by Tiedemann Wealth Management. The distribution of these shares was previously contingent on hitting certain price targets but they will now be dispersed at close.
Existing target company shareholders classified as “inactive holders” are also to see their lock-up apply to just 50% rather than 100% of shares. This round of changes further built upon amendments filed in September allowing PIPE investors to purchase up to 3,625,000 options. The prices for these options has now been set at $10.50 for an option exercisable in the year between close and its first anniversary and $11.50 for options exercisable beyond the closing’s first birthday.
With this extra work put in, the parties have also increased their breakup fees. Should Alvarium terminate the deal, it must pay Cartesian $5.5 million and, if Cartesian terminates, it is to owe the sellers $11 million.
Previous amendments to the deal tweaked the company’s earnout and pushed forward its outside date as the $1 billion transaction was originally announced in September 2021. Alvarium Investments and Tiedemann Group serve as alternative asset managers to clients on four continents and were expected to have about $60 billion in assets under management by the end of 2021.
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