AlTi Global, Inc. Announces Completion of Exchange Offer and Consent Solicitation and Notice of Exercise Right to Mandatorily Exchange Remaining Outstanding Warrants
June 07 2023 - 4:15PM
Business Wire
AlTi Global, Inc. (“AlTi,” "we" or the "company") (NASDAQ:
ALTI), a leading independent global wealth and asset manager, today
announced the completion of its previously announced exchange offer
(the “Offer”) and consent solicitation (the “Consent Solicitation”)
relating to its outstanding warrants, consisting of: (i) the
warrants sold as part of the units in the initial public offering
of Cartesian Growth Corporation, a special purpose acquisition
corporation with whom AlTi completed a business combination in
January 2023 (the “IPO”) whether they were purchased in the IPO or
thereafter in the open market (the “Public Warrants”) and (ii) the
warrants sold as part of the units in a private placement that
occurred simultaneously with the IPO (the “Private Warrants” and,
together with the Public Warrants, the “Warrants”). The Offer and
Consent Solicitation expired one minute after 11:59 p.m., Eastern
Standard Time, on June 2, 2023. With the completion of the Offer
and Consent Solicitation, AlTi has exercised its right under the
warrant amendment to require the exchange of untendered Warrants on
June 22, 2023, as described below. Following the completion of such
exchange of untendered Warrants, the Company will have eliminated
all of its Warrants, simplified the company’s capital structure and
reduced any future dilutive impact of the Warrants.
Holders of the Warrants that were tendered prior to the
expiration of the Offer and Consent Solicitation received 0.25
shares of Class A Common Stock in exchange for each warrant
tendered. The Company issued 4,864,275 shares of Class A Common
Stock in exchange for the Warrants tendered in the Offer. On June
7, 2023, the Company and Continental Stock Transfer & Trust
Company entered into the related amendment to the Amended and
Restated Warrant Agreement, dated as of January 3, 2023, by and
between the same parties, which governs all of the Warrants, to
permit the Company to require that each warrant that is outstanding
upon the closing of the Offer be exchanged for 0.225 shares of
Class A Common Stock, which is a ratio 10% less than the exchange
ratio applicable to the Offer (such amendment, the “Warrant
Amendment”).
On June 7, 2023, the Company provided notice of the exercise of
its right, in accordance with the terms of the Warrant Amendment,
to acquire and retire all remaining untendered Warrants in exchange
for Class A Common Stock at an exchange ratio of 0.225 shares of
Class A Common Stock for each untendered Warrant. The Company has
fixed the date for such exchange as June 22, 2023. Following such
exchange, no Warrants will remain outstanding.
Oppenheimer & Co. Inc. was the Dealer Manager for the Offer
and Consent Solicitation. Innisfree M&A Incorporated served as
the Information Agent for the Offer and Consent Solicitation, and
Continental Stock Transfer & Trust Company served as the
Exchange Agent.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act, and are
subject to the safe harbor created thereby under the 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,” “guidance,”
“outlook“ or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements may include, but are not
limited to, statements regarding the consummation of the Offer and
Consent Solicitation, the entry into the Warrant Amendment, and the
effects of the Offer on our capital structure. These statements are
based on various assumptions, whether or not identified in this
press release, and on the current expectations of the company’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 may differ
from assumptions. Many actual events and circumstances are beyond
the control of the company. These forward-looking statements are
subject to a number of risks and uncertainties, including the
company’s ability to successfully complete the Offer and Consent
Solicitation; company’s projected financial information, growth
rate, and market opportunity; the effect of economic downturns and
political and market conditions beyond the company’s control,
including a reduction in consumer discretionary spending that could
adversely affect the company’s business, financial condition,
results of operations and prospects; company’s ability to grow and
manage growth profitably; company’s ability to raise financing in
the future, if and when needed; the impact of applicable laws and
regulations, whether in the United States, United Kingdom or other
foreign countries, and any changes thereof, on the company; the
impact of the company’s dependence on leverage by certain funds,
underlying investment funds and portfolio companies and related
volatility; the company’s ability to successfully compete against
other companies; and the risks discussed in the company’s
Registration Statement on Form S-4 filed on May 5, 2023, under the
heading “Risk Factors” and other documents of the company filed, or
to be filed, with the SEC. If any of these risks materialize or any
of the company’s assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that the company
presently does not know of or that the company currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect the company’s expectations,
plans or forecasts of future events and views as of the date of
this press release. The company anticipates that subsequent events
and developments will cause the company’s assessments to change.
However, while the company may elect to update these
forward-looking statements at some point in the future, the company
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the company’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.
About AlTi
AlTi is a leading independent global wealth and asset manager
providing entrepreneurs, multi-generational families, institutions,
and emerging next-generation leaders with fiduciary capabilities as
well as alternative investment strategies and advisory services.
AlTi’s comprehensive offering is underscored by a commitment to
impact or values-aligned investing and generating a net positive
impact through its business activities. The firm currently manages
or advises on approximately $67 billion in combined assets and has
an expansive network with over 460 professionals across three
continents. For more information, please visit us at
www.Alti-global.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230606006051/en/
Lily Arteaga Head of Investor Relations AlTi Global, Inc.
investor@alti-global.com
AITi Global (NASDAQ:ALTI)
Historical Stock Chart
From Mar 2024 to Apr 2024
AITi Global (NASDAQ:ALTI)
Historical Stock Chart
From Apr 2023 to Apr 2024