- Pico’s platform of cloud, data, and analytics powers mission
critical applications for over 400 financial institutions
- Globally comprehensive and multi-asset serving major banks,
exchanges, electronic market makers, hedge funds, and asset
managers
- Pico’s network connects 45 colocation market centers across 26
countries providing access to over 300 global markets venues and
exchange data feeds along with its leading Corvil IT data capture
and analytics
- Transaction values the combined company at a $1.4 billion pro
forma enterprise value and is expected to provide up to
approximately $450 million in gross proceeds
- Includes a fully committed $200 million PIPE, anchored by
Golden Gate Capital with additional investments from Wellington
Management as well as commitments from existing investors including
Wells Fargo Strategic Capital, DRW Venture Capital LLC and the
Pritzker-Vlock Family Office
- Business combination expected to be completed in late 2021
- Investor webcast is scheduled for August 4th, at 8:30 AM
ET
Pico, a leading provider of mission critical technology, data
and analytic services for the financial markets community, and FTAC
Athena Acquisition Corp. (“FTAC Athena”) (Nasdaq: FTAA), a special
purpose acquisition company, today announced they have entered into
a definitive agreement for a business combination that would result
in Pico becoming a publicly listed company. Upon closing of the
transaction, the combined company will operate as Pico and is
expected to be listed on NASDAQ.
Pico was founded in 2009 on the basis of the macro trends in
electronification of markets across all asset classes and the need
for global borderless trading, connectivity and data access. Today,
Pico offers comprehensive financial services trading cloud
infrastructure with mission critical exchange connectivity spanning
45 data centers traversing all key global markets in the Americas,
Europe and Asia. Its resilient proprietary network, PicoNetTM is a
globally comprehensive, low-latency and fully redundant network
interconnecting all major financial data centers around the world
including all major public cloud providers. The combination of
Pico’s global infrastructure and data services with its artificial
intelligence solution Corvil Analytics, equips clients with a
comprehensive suite of cutting-edge solutions to meet their global
trading needs.
“Twenty-five years ago trading was in-person or over the phone,
localized in each country. The world we live in today is electronic
and multi-asset class; markets are global but fragmented, producing
vast amounts of data that continue to grow. Through our global
technology platform serving the financial industry, we modernize
and simplify complex infrastructure, provide global data and
electronic access to all markets for our clients in a seamless
manner,” said Jarrod Yuster, Chairman, Founder and Co-CEO of Pico.
“We sit at the center of a complex ecosystem of major market
participants, global market centers and technology partners. Our
clients are important and sophisticated financial institutions who
rely on Pico for mission critical global markets
infrastructure.”
“Jarrod, Frank, and the outstanding Pico leadership team have
deep domain expertise and have built a company that delivers
exceptional value to their global commercial customers,” said Betsy
Cohen, Chairman of the Board of FTAC Athena. “Pico is at the
frontier of modernizing the financial ecosystem by providing global
connectivity and market insight solutions for its customers and we
look forward to working together in order to build long-term value
for our stockholders.”
Jarrod Yuster continued, “We are thrilled to partner with Betsy
Cohen and her team at FTAC Athena. She is a pioneer with
significant expertise in financial technology, who will provide
value as we embark on the journey as a public company. I look
forward to the additional opportunities afforded to Pico in the
public markets, including access to capital for strategic
acquisitions and enhancing our visibility with clients and the
marketplace. I am extremely proud of how we have grown Pico over
the past 12 years and I want to express my gratitude to all Pico
team members for their passion, determination and resilience. They
have worked tirelessly and collaboratively to achieve this
significant milestone. We thank our clients for continuing to put
their trust in us, and look forward to continuing to invest and
deliver innovative solutions on their behalf.”
Pico highlights:
- Marquee client list including 24 of the top 25 Banks, 36
Exchanges, top Quantitative Global Hedge Funds, Electronic Trading
Firms, Fintech Service Providers and Asset Managers
- Large and growing market opportunity with secular tailwinds
including electronification across all asset classes and global
borderless trading with growing data needs
- Multi-asset platform supporting equities, fixed income,
options, foreign exchange with patented market leading real-time
performance Corvil Analytics(1)
- Seasoned management team with deep market structure expertise,
proven acquisition experience and a successful track record of
running client-side capital markets businesses
- Globally comprehensive platform provides the foundation for
future M&A across capital markets technology landscape
including software, data and analytics
Transaction Overview
The transaction (“Proposed Transaction”) values the Company at a
pro forma enterprise value of approximately $1.4 billion, and an
implied equity value of $1.75 billion. The transaction includes
$250 million in gross proceeds from FTAC Athena’s cash in trust
(assuming no redemptions) and $200 million in gross proceeds from a
fully committed private placement in public equity (“PIPE”) from
various strategic and institutional investors, including Golden
Gate Capital and Wellington Management, that will close
concurrently with the business combination. Following the
transaction, the Company is expected to have up to $426 million in
cash, offering significant capital flexibility for continued
organic and inorganic growth.
Existing Pico equity holders, including current investors and
employees of the firm, are expected to retain approximately 72%
percent ownership stake in the combined company.
Pico’s management team, led by Founder, Chairman, Co-CEO Jarrod
Yuster and Co-CEO Frank Troise, will continue to lead the Company.
Pico has been backed by Goldman Sachs Asset Management, Wells Fargo
Strategic Capital, UBS, Nomura, DRW Venture Capital LLC, CE
Innovation Capital and EDBI.
The business combination, which has been unanimously approved by
the boards of directors of both Pico and FTAC Athena, is targeted
to close in late 2021, subject to stockholder approvals and other
customary closing conditions.
Additional information about the Proposed Transaction, including
copies of certain documents related to the Proposed Transaction,
including the investor presentation, will be provided in a Current
Report on Form 8-K to be filed today by FTAC Athena with the
Securities and Exchange Commission (the “SEC”) and available at
www.sec.gov. The investor presentation can also be found on Pico’s
website at https://www.Pico.net. In addition, FTAC Athena intends
to file a proxy statement with the SEC, which will include
additional information regarding the Proposed Transaction (the
“Proxy Statement”), and will file other documents regarding the
Proposed Transaction with the SEC.
Investor Webcast Information
Pico and FTAC Athena will host a joint webcast to discuss the
Proposed Transaction on August 4th, 2021 at 8:30 AM ET. The webcast
will be accessible here as well as on Pico’s website
https://www.pico.net.
Advisors
Jefferies LLC and Citi are serving as financial advisors and
capital markets advisors to Pico. DLA Piper LLP is serving as legal
advisor to Pico. Cantor, Fitzgerald & Co. and Cohen &
Company Capital Markets, a division of JVB Financial Group LLC, are
acting as capital markets advisors to FTAC Athena. Ledgewood, PC is
serving as legal advisor to FTAC Athena.
Citi, Jefferies LLC, J.P. Morgan Securities LLC and Cohen &
Company Capital Markets are serving as co-placement agents on the
PIPE. Davis Polk & Wardwell LLP is serving as legal advisor to
all placement agents.
About Pico
Pico is a leading provider of technology services for the
financial markets community. Pico provides a best-in-class
portfolio of innovative, transparent, low-latency markets solutions
coupled with an agile and expert service delivery model. Instant
access to financial markets is provided via PicoNet™, a globally
comprehensive network platform instrumented natively with Corvil
analytics and telemetry. Clients choose Pico when they want the
freedom to move fast and create an operational edge in the
fast-paced world of financial markets. To learn more, visit
http://www.Pico.net.
About FTAC Athena Acquisition Corp.
FinTech Athena Acquisition Corp. is a $250mm blank check company
seeking to merge with one or more businesses. Betsy Z. Cohen serves
as our Chairman of the Board and Amanda J. Abrams serves as
President and CEO. We are focused on partnering with businesses
that power transformation and innovation in the financial services,
real estate, insurance, e-commerce and related technology
infrastructure sectors.
Additional Information and Where to Find It
In connection with the transaction, FTAC Athena Acquisition
Corp. intends to file the Proxy Statement with the SEC, which will
be distributed to holders of FTAC Athena Acquisition Corp.’s
ordinary shares in connection with FTAC Athena Acquisition Corp.’s
solicitation of proxies for the vote by FTAC Athena Acquisition
Corp.’s shareholders with respect to the transaction and other
matters as described in the Proxy Statement. After the Proxy
Statement has been filed and cleared by the SEC, FTAC Athena
Acquisition Corp. will mail a definitive proxy statement, when
available, to its shareholders. Investors and security holders and
other interested parties are urged to read the proxy statement, any
amendments thereto and any other documents filed with the SEC
carefully and in their entirety when they become available because
they will contain important information about FTAC Athena
Acquisition Corp., Pico and the transaction. Investors and security
holders may obtain free copies of the preliminary proxy statement
and definitive proxy statement (when available) and other documents
filed with the SEC by FTAC Athena Acquisition Corp. through the
website maintained by the SEC at http://www.sec.gov, or by
directing a request to: FTAC Athena Acquisition Corp., 2929 Arch
Street, Suite 1703, Philadelphia, PA 19104.
Participants in Solicitation
FTAC Athena Acquisition Corp., Pico and their respective
directors and certain of their respective executive officers and
other members of management and employees may be considered
participants in the solicitation of proxies with respect to the
transaction. Information about the directors and executive officers
of FTAC Athena Acquisition Corp. is set forth in its final
prospectus filed on February 24, 2021 (the “FTAC Athena Acquisition
Corp. Prospectus”). Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be included in the Proxy Statement and other relevant
materials to be filed with the SEC regarding the transaction when
they become available. Stockholders, potential investors and other
interested persons should read the Proxy Statement carefully when
it becomes available before making any voting or investment
decisions. When available, these documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, an offer to sell or the solicitation of an offer to buy any
securities.
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the federal securities laws with
respect to the transaction. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other 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 financial and performance metrics, expectations of
achieving and maintaining profitability, projections of total
addressable markets, market opportunity and market share, net
proceeds from the transaction, potential benefits of the
transaction and the potential success of the Company’s market and
growth strategies, and expectations related to the terms and timing
of the transaction. These statements are based on various
assumptions and on the current expectations of FTAC Athena
Acquisition Corp.’s and 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 will differ from assumptions. Many
actual events and circumstances are beyond the control of FTAC
Athena Acquisition Corp. and the Company. These forward-looking
statements are subject to a number of risks and uncertainties,
including (i) the risk that the transaction may not be completed in
a timely manner or at all, which may adversely affect the price of
FTAC Athena Acquisition Corp.'s securities; (ii) the risk that the
transaction may not be completed by FTAC Athena Acquisition Corp.'s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by FTAC
Athena Acquisition Corp.; (iii) the failure to satisfy the
conditions to the consummation of the transaction, including the
approval of the transaction by the shareholders of FTAC Athena
Acquisition Corp., the satisfaction of the minimum gross proceeds
amount following any redemptions by FTAC Athena Acquisition Corp.'s
public stockholders and the receipt of certain governmental and
regulatory approvals; (iv) the inability to complete the PIPE
investment in connection with the transaction; (v) the failure to
realize the anticipated benefits of the transaction; (vi) the
effect of the announcement or pendency of the transaction on Pico’s
business relationships, performance, and business generally; (vii)
risks that the transaction disrupts current plans of Pico and
potential difficulties in Pico employee retention as a result of
the transaction; (viii) the outcome of any legal proceedings that
may be instituted against FTAC Athena Acquisition Corp. or Pico
related to the business combination agreement or the transaction;
(ix) the ability to maintain the listing of FTAC Athena Acquisition
Corp.’s securities on the Nasdaq Capital Market; (x) the ability to
address the market opportunity for Pico’s products and services;
(xi) the risk that the transaction may not generate the expected
net proceeds for the combined company; (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the transaction, and identify and realize
additional opportunities; (xiii) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the business combination agreement; (iv) the risk of
downturns, new entrants and a changing regulatory landscape in the
highly competitive financial markets community; and those factors
discussed in the FTAC Athena Acquisition Corp. Prospectus under the
heading “Risk Factors,” and other documents of FTAC Athena
Acquisition Corp. filed, or to be filed, with the SEC. If any of
these risks materialize or 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 neither FTAC Athena Acquisition Corp. nor the
Company presently know or that FTAC Athena Acquisition Corp. and
the Company 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
reflect FTAC Athena Acquisition Corp.’s and the Company’s
expectations, plans or forecasts of future events and views as of
the date of this press release. FTAC Athena Acquisition Corp. and
the Company anticipate that subsequent events and developments will
cause FTAC Athena Acquisition Corp.’s and the Company’s assessments
to change. However, while FTAC Athena Acquisition Corp. and the
Company may elect to update these forward-looking statements at
some point in the future, FTAC Athena Acquisition Corp. and the
Company specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing FTAC Athena Acquisition Corp.’s and 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.
(1) Source: Info-tech Research Group Network Monitoring Industry
Scorecard 2020.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210804005417/en/
For Pico Global, Inc.: Investors: Michael Bowen and Ryan
Gardella PicoIR@icrinc.com
Media: Brian Ruby PicoPR@icrinc.com
For FTAC Athena Acquisition Corp.: Mehar Jagota
mehar@ftspac.com
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