ATLANTA, July 28, 2021 /PRNewswire/ -- KORE, a global
leader in Internet of Things ("IoT") Solutions and worldwide IoT
Connectivity-as-a-Service ("IoT CaaS"), today announced the signing
of a backstop facility that will be available, if necessary,
to provide additional liquidity at closing of the proposed business
combination with Cerberus Telecom Acquisition Corporation ("CTAC",
NYSE: CTAC.U, CTAC, CTAC WS) in the event of redemptions by CTAC
public shareholders.
"KORE has been around for almost two decades. We have built a
strong moat around our business."
On July 27, 2021, KORE signed a
backstop agreement with Fortress Credit Corp. which provides
KORE/CTAC with the ability to borrow up to $120 million, if necessary, to help satisfy the
minimum cash condition at the closing of the merger with CTAC. Any
notes issued under the facility will be issued at par, bear
interest at the rate of 5.50% per annum, and will have a maturity
of seven years. Upon the closing of the merger and at the
lenders option, the notes may be convertible into shares of the
public company's common stock at $12.50 per share. At any time after the 2-year
anniversary, the company may redeem the notes for cash or force
conversion into shares at $16.25. The
backstop agreement contains a customary six-month lock up
post-merger closing, prohibiting Fortress from hedging the senior
unsecured convertible notes by short selling the company's common
stock or hedging the notes via the company's warrants or
options.
"KORE put this financing facility in place to help ensure we
meet all of the conditions to close on our merger with CTAC," said
KORE President and CEO Romil Bahl.
"KORE has been around for almost two decades, pioneering the IoT
industry. We have built a strong moat around our business by
assembling 44 back-end integrations with telecom carriers around
the world, acquiring and nurturing more than 3,600 customers, and
putting in place a growth strategy focused on becoming a one-stop
shop for IoT solutions in five industry sectors, all of which we
expect will solidify our position as the independent global IoT
leader. We view our business combination with CTAC, and the
increased certainty to closing that combination provided by the
backstop facility, as an important next step in our continuing
success as a company."
KORE is expected to publicly list during the third quarter,
subject to the completion of the merger with CTAC including
satisfaction or waiver of the minimum cash condition.
"We worked with KORE and our great long-time partners at
Fortress to secure this backstop facility as a preemptive measure
to remove the redemption risk that currently exists in the SPAC
market," said CTAC CEO Tim Donahue.
"Given KORE's recent announcements concerning its record Q1
earnings and continued positive business trajectory, we remain
steadfast in our confidence that the public shareholders of CTAC
will vote in favor of the transaction. We felt this facility was a
prudent back-up measure to give us further certainty that the
transaction will be completed, and KORE will become a successful
public company."
"We are pleased to partner again with Cerberus and to increase
our investment in KORE," said Fortress Managing Director
Leslee Cowen. "With strong
financials, earnings visibility, accelerating growth, and a world
class management team and board, we believe KORE is positioned for
great success as a public company in the fast growing, critically
important area of IoT."
About KORE
KORE is a pioneer, leader, and trusted advisor delivering mission
critical IoT solutions and services. We empower organizations of
all sizes to improve operational and business results by
simplifying the complexity of IoT. Our deep IoT knowledge and
experience, global reach, purpose-built solutions, and deployment
agility accelerate and materially impact our customers' business
outcomes. For more information,
visit www.korewireless.com.
About CTAC
CTAC is a blank check company formed by an
affiliate of Cerberus Capital Management, L.P., a global leader in
alternative investing. CTAC is led by CEO Tim Donahue, former Executive Chairman of Sprint
Nextel and former CEO of Nextel Communications, and is proud to
have the support of a distinguished advisory board comprised of
senior executives and business leaders from the information and
communications technology sector. For more information, visit
www.cerberusacquisition.com.
About Fortress
Fortress Investment Group LLC is a
leading, highly diversified global investment manager with
approximately $53.1 billion of assets
under management as of March 31,
2021. Founded in 1998, Fortress manages assets on behalf of
approximately 1,800 institutional clients and private investors
worldwide across a range of credit and real estate, private equity
and permanent capital investment strategies. For more information,
visit www.Fortress.com.
Contacts
KORE
Media and Investors:
Jean Creech Avent
Vice President, Investor Relations and Public Relations
jcreechavent@korewireless.com
+1-843-986-8229
Investors
investors@korewireless.com
Or
Investors:
Matt Glover and Cody Slach
Gateway Group, Inc.
KORE@gatewayir.com
+1-949-574-3860
Important Information and Where to Find It
This press release references the proposed merger transaction
announced previously involving Cerberus Telecom Acquisition Corp.
("CTAC") and KORE. CTAC and King Pubco, Inc. ("Pubco") filed a
registration statement on Form S-4 with the SEC, which includes a
proxy statement of CTAC and a prospectus of Pubco, and CTAC will
file other documents regarding the proposed transaction with the
SEC. A definitive proxy statement/prospectus will also be sent to
the stockholders of CTAC, seeking required stockholder approval.
Before making any voting or investment decision, investors and
security holders of CTAC 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 proposed
transaction. The documents filed by CTAC with the SEC may be
obtained free of charge at the SEC's website at www.sec.gov. In
addition, the documents filed by CTAC with the SEC may be obtained
free of charge from CTAC's website at
www.cerberusacquisition.com or upon written request to
Cerberus Telecom Acquisition Corp., 875 Third Avenue, New York, NY 10022.
This press release, similar to the previous announcement, 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 any 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 such other jurisdiction.
CTAC, KORE and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of CTAC, in favor of
the approval of the merger. Information regarding CTAC's and KORE's
directors and executive officers 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.
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States 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 estimates and
forecasts of revenue and other financial and performance metrics
and projections of market opportunity and expectations. These
statements are based on various assumptions and on the current
expectations of CTAC or KORE's management. 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 or
other person 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 CTAC and/or KORE. These forward-looking
statements are subject to a number of risks and uncertainties,
including general economic, financial, legal, political and
business conditions and changes in domestic and foreign markets;
the potential effects of COVID-19; risks related to the rollout of
KORE's business and the timing of expected business milestones;
changes in the assumptions underlying KORE's expectations regarding
its future business; the effects of competition on KORE's future
business; and the outcome of judicial proceedings to which KORE is,
or may become a party. If the risks materialize or assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that KORE presently does not know or that KORE
currently believes are immaterial that could also cause actual
results to differ materially from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect KORE's expectations, plans or forecasts of future events
and views as of the date of this press release. KORE and CTAC
anticipate that subsequent events and developments will cause these
assessments to change. However, while KORE and/or CTAC may elect to
update these forward-looking statements at some point in the
future, each of KORE and CTAC specifically disclaims any obligation
to do so. These forward-looking statements should not be relied
upon as representing KORE's assessments as of any date subsequent
to the date of this press release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
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SOURCE KORE Wireless