UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 2021
MDH ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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001-39967
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85-1936285
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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660
N. Carroll Ave., Suite 100
South Lake, TX 76092
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (415) 968-4444
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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MDH.U
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The New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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MDH
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The New York Stock Exchange
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Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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MDH.WS
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The New York Stock Exchange
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Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01.
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Regulation FD Disclosure.
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On November 15, 2021, MDH Acquisition Corp.,
a Delaware corporation (“MDH”), Olive Ventures Holdings, Inc., a Delaware corporation (“PubCo”), and OP Group
Holdings, LLC, a Delaware limited liability company (“OP Group”) made available to investors a presentation regarding the
proposed business combination transaction contemplated by that certain Business Combination Agreement, by and among MDH, PubCo, OP Group,
Paylink Holdings Inc., a Delaware corporation, Normandy Holdco LLC, a Delaware limited liability company, Milestone Merger Sub Inc., a
Delaware corporation, MDH Merger Sub Inc., a Delaware corporation, and CF OMS LLC, a Delaware limited liability company. Furnished as
Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the investor presentation that MDH, PubCo and OP Group prepared
for use in connection with various meetings and conferences with investors.
The foregoing (including
Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange
Act or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act.
Important Information About the Proposed
Transaction and Where to Find It
In connection with the Business Combination, Olive
Ventures Holdings, Inc. (“PubCo”) filed a registration statement on Form S-4 (File No. 333-258688) (as amended, the “Form
S-4”) with the Securities and Exchange Commission (the “SEC”). The Form S-4 includes a proxy statement of MDH and a
prospectus of PubCo. Additionally, MDH and PubCo filed and will file other relevant materials with the SEC in connection with the business
combination. Security holders of MDH are urged to read the proxy statement/prospectus and the other relevant materials before making any
voting decision with respect to the proposed business combination because they contain important information about the business combination
and the parties to the business combination. Copies may be obtained free of charge at the SEC's website at www.sec.gov or by direction
a written request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100, Southlake, TX 76092.
The information contained on, or that may be accessed
through, the websites referenced in the attached presentation is not incorporated by references into, and is not a part of, the presentation.
Participants in the Solicitation
MDH and its directors and executive officers may
be deemed participants in the solicitation of proxies from MDH’s stockholders with respect to the proposed Business Combination.
A list of the names of those directors and executive officers and a description of their interests in MDH is contained in MDH’s
final prospectus related to its initial public offering dated February 1, 2021, which was filed with the SEC and is available free of
charge at the SEC’s web site at www.sec.gov, or by directing a request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100,
Southlake, TX 76092. Additional information regarding the interests of such participants is set forth in the proxy statement/prospectus
for the proposed Business Combination.
Olive Ventures Holdings, Inc. (“PubCo”)
and OP Group Holdings, LLC (“OP Group” and, together with OP Group’s subsidiaries and PubCo, the “Company”)
and the Company’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from the
stockholders of MDH in connection with the proposed Business Combination. A list of the names of such directors and executive officers
and information regarding their interests in the proposed Business Combination is set forth in the proxy statement/prospectus for the
proposed Business Combination.
No Offer or Solicitation
This communication shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the
securities laws of 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.
Forward-Looking Statements
Certain statements in this communication may be
considered forward-looking statements. Forward-looking statements generally relate to future events of MDH Acquisition Corp. (“MDH”),
or the future financial or operating performance of Olive Ventures Holdings, Inc. (“PubCo”) and OP Group Holdings, LLC (“OP
Group” and, together with OP Group’s subsidiaries and PubCo, the “Company”). For example, projections of future
Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by MDH and its management, and the Company and its management, as the case
may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that
may be instituted against MDH, the combined company or others following the announcement of the Business Combination and any definitive
agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of
the stockholders of MDH, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards
following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations
of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability of the Company to recognize
the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
(8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that
the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the Company’s
estimates of expenses and profitability; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in MDH’s periodic filings with the SEC, including MDH’s
final prospectus relating to its initial public offering dated February 1, 2021 and in the Form S-4 (as defined below) filed by PubCo.
Nothing in this communication should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. Neither MDH nor the Company undertakes any duty to update these forward-looking statements.
Use of Projections
This communication contains financial forecasts
with respect to the Company’s projected financial results, including Revenue and Adjusted EBITDA, for the Company's fiscal years
2021 through 2024. The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to
the projections for the purpose of their inclusion in this communication, and accordingly, they did not express an opinion or provide
any other form of assurance with respect thereto for the purpose of this communication. These projections should not be relied upon as
being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently
uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause
actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance
that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially
from those presented in the prospective financial information. Inclusion of the prospective financial information in this communication
should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
All projections and estimates included in this communication are approximations. This includes annualized information where the results
from a month are converted to a full year even though such monthly results may not be indicative of the results the Company would achieve
for a full year.
Financial Information; Non-GAAP Financial
Measures
Certain of the financial information and data
contained in this communication is unaudited and does not conform to Regulation S-X. In addition, this communication includes certain
financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including, but not limited
to, Net Premium, EBITDA, Adjusted EBITDA, Adjusted Gross Profit and certain ratios and other metrics derived therefrom. These non-GAAP
financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding
and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative
to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware
that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.
The Company believes these non-GAAP measures of
financial results provide useful information to management and investors regarding certain financial and business trends relating to the
Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures
provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s
financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP
financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and
income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes where presented on each page
of the investor presentation or to page 30 of the investor presentation for a reconciliation of these measures to what the Company believes
are the most directly comparable measure evaluated in accordance with GAAP.
This communication also includes certain projections
of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the
information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible,
the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial
measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation
of the forward-looking non-GAAP financial measures is included.
Industry and Market Data
In this communication, MDH and the Company rely
on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. Neither MDH nor
the Company has independently verified the accuracy or completeness of any such third-party information.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MDH ACQUISITION CORP.
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By:
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/s/ Beau Blair
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Name: Beau Blair
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Title: Chief Executive Officer
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Dated: November 15, 2021
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November 2021
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This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between
MDH Acquisition Corp. (“MDH”), Olive Ventures Holdings, Inc. (“PubCo”) and OP Group Holdings, LLC (“OP Group” and, together with OP Group’s subsidiaries and PubCo, the “Company”). The information contained herein does not
purport to be all-inclusive and none of MDH, the Company or their respective affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information
contained in this Presentation. This Presentation has been prepared by MDH and the Company and MDH and the Company are solely responsible for its contents. Only those particular representations and warranties that may be
made by the Company and/or MDH in a definitive written agreement, when and if one is executed, and subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect. Certain
information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein neither the Company nor MDH makes any representation or
warranty with respect to the accuracy of such information.
This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a
recommendation to purchase any security of MDH, the Company or any of their respective affiliates. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation.
You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the
information contained herein to make any decision.
The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it
is (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such
information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the
Exchange Act, including, without limitation, Rule 10b-5 thereunder.
Forward-Looking Statements
Certain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or MDH’s or the Company’s future financial or operating performance. For
example, projections of future Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by MDH and its management, and the Company and its management, as the case may be, are inherently uncertain.
Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against MDH, the combined company or others following the
announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of MDH, to obtain
financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the
Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability of the Company to recognize the anticipated benefits
of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that the Company or the combined company may be adversely affected by
other economic, business, and/or competitive factors; (11) the Company’s estimates of expenses and profitability; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in MDH’s periodic filings with the SEC, including MDH’s final prospectus relating to its initial public offering dated February 1, 2021 and in the Form S-4 (as defined below).
Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements
will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither MDH nor the Company undertakes any duty to update these forward-looking
statements.
Use of Projections
This Presentation contains financial forecasts with respect to the Company’s projected financial results, including Revenue and Adjusted EBITDA, for the Company's fiscal years 2021 through 2024. The Company's independent
auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any
other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the
prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those
contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from
those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective
financial information will be achieved. All projections and estimates included in this presentation are approximations. This includes annualized information where the results from a month are converted to a full year even though
such monthly results may not be indicative of the results the Company would achieve for a full year.
Disclaimer
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Disclaimer (continued)
Financial Information; Non-GAAP Financial Measures
Certain of the financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. In addition, this Presentation includes certain financial measures not presented in accordance with
generally accepted accounting principles (“GAAP”) including, but not limited to, Net Premium, EBITDA, Adjusted EBITDA, Adjusted Gross Profit and certain ratios and other metrics derived therefrom. These non-GAAP financial
measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be
considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these
measures may not be comparable to similarly-titled measures used by other companies.
The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and
results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s
financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of
judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes where presented on each page of this Presentation or to page
30 of this Presentation for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluated in accordance with GAAP.
This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected
measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP
financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.
Industry and Market Data
In this Presentation, MDH and the Company rely on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. Neither MDH nor the Company has independently verified the
accuracy or completeness of any such third-party information.
Important Information About the Proposed Transaction and Where to Find It
In connection with the Business Combination, PubCo filed a registration statement on Form S-4 (File No. 333-258688) (the "Form S-4") with the Securities and Exchange Commission (the "SEC"). The Form S-4 includes a proxy
statement of MDH and a prospectus of PubCo. Additionally, MDH and PubCo filed and will file other relevant materials with the SEC in connection with the business combination. Security holders of MDH are urged to read the
proxy statement/prospectus and the other relevant materials before making any voting decision with respect to the proposed business combination because they contain important information about the business combination
and the parties to the business combination. Copies may be obtained free of charge at the SEC's website at www.sec.gov or by direction a written request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100, Southlake, TX
76092.
The information contained on, or that may be accessed through, the websites referenced in this Presentation is not incorporated by references into, and is not a part of, this Presentation.
Participants in the Solicitation
MDH and its directors and executive officers may be deemed participants in the solicitation of proxies from MDH’s shareholders with respect to the proposed Business Combination. A list of the names of those directors and
executive officers and a description of their interests in MDH is contained in MDH’s final prospectus related to its initial public offering dated February 1, 2021, which was filed with the SEC and is available free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100, Southlake, TX 76092. Additional information regarding the interests of such participants is set forth in the proxy
statement/prospectus for the proposed Business Combination.
The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of MDH in connection with the proposed Business Combination. A list of the names of
such directors and executive officers and information regarding their interests in the proposed Business Combination is set forth in the proxy statement/prospectus for the proposed Business Combination.
No Offer or Solicitation
This Presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Presentation shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of 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.
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4
Today’s Presenters
Franklin McLarty
Executive Chairman,
MDH Acquisition Corp.
Rebecca Howard
Founder & CEO
Justin Thomas
President & COO
Armon Withey
Chief Financial Officer
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Where We’ve Been
Headquartered in
Chicago, IL
180+
Employees
2 Segments:
Digital Platform
Payment Services
2006
Founded by Rebecca Howard
Defined Payment
Plan Space For
Affordable Vehicle
Protection Plans
Expanding its services with a mission to be the premiere provider of services to
the direct-to-consumer vehicle (and other!) protection plan market
2006 - 2014
Business expands with top tier
investors
2020
Digital Platform launched
2021
Payment Services: all US states and
Canadian Provinces
Digital Platform: all US states
except FL, launching in all
Canadian Provinces except Quebec
2017
Leading provider of Payment
Services after a strategic merger
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• Digital end-to-end distribution of vehicle
protection plans
• Strong B2B pipeline, expanding on the
partnerships with 2 top 5 Global OEMs
• 171% growth in revenue 1H 2021 over 2H 2020
MODERNIZING & EXPANDING the market for vehicle protection
plans through industry leading payment services and digital platform growth engine
• 15-year history of highly profitable payment
services platform with $11.6B+ in originations
since inception
• Technology bellwether in the marketplace
Over
~87M
Vehicles in
product sweet
spot(1)
$260B
Total addressable
market(1)
Note: The above financial statements and projections are based on the Company’s unaudited
internal financial reports and Management’s estimates. (1) Estimates based on public data and
Company estimates. Please see pages 9 and 10 of this Presentation for more information.
Technology platform driving organic
growth and acquisitions in an under-
penetrated and fragmented market
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Paul Sherman
Chief Marketing Officer
• 20 years of experience
• Former Head of Marketing for Camping World
Holdings
Brett Beckerman
Chief Information Officer
• 33 years of experience
• Former experience at Dovenmuehle
Mortgage, Hub Group and Lending Solutions
Michael Wymard
Chief Product Officer
• 18 years of experience
• Co-Founder of multiple financial technology
companies and previously head of automotive
product at Assurant and The Warranty Group
Peter Dupre
Chief Technology Officer
• 35 years of experience
• Former C-level executive for private and
public companies and has launched multiple
start-ups in the technology space
Christine Galatte
EVP of Customer Success
• 31 years of experience
• Former Director of Bank Ops. and Payment
Strategy for Discover Financial Services
Kevin Hovis
General Counsel
• 21 years of experience
• Former General Counsel for the Illinois
Governor’s Office of Management and
Budget
Rebecca Howard
Founder & CEO
• 22 years of experience
• Founded PayLink in 2006
• Formerly led the Vehicle Service
Contract Division of Mepco
Finance Corporation
Justin Thomas
President & COO
• 18 years of experience
• Formerly President of Assurant,
Global Financial Services and U.S.
Automotive National Accounts
• Previously an EVP for The Warranty
Group, North American Specialty
Solutions
Founder-led Team with Deep Sector Knowledge and Vision
Armon Withey
CFO
• 26 years of experience
• Former experience at
Level 3 Communications
and Looking Glass
Networks
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8
Transaction Summary
Allows to continue to transform the vehicle protection plan industry
Capital to accelerate growth via organic expansion through B2B and B2C channels and acquisitions
Fortress & Milestone Partners are rolling 100% of common equity into the combined company
SPAC sponsor shares are structured to create long term alignment
Old Republic Insurance and Ally Financial Inc. join as strategic partners
Transaction implies a pro forma enterprise value of approx. $960M
. 3.3x 2023E Revenue and 1.8x 2024E Revenue
. 15.9x 2023E Adjusted EBITDA and 5.8x 2024E Adjusted EBITDA
Note: The Company’s 2023E and 2024E financials represent the Company’s projections based on the Company’s unaudited internal financial reports and Management’s estimates. Please see the Glossary of Select Terms for a definition of Adjusted EBITDA and the
corresponding reconciliation on page 30 of this Presentation.
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Expanding Demand and Need
Longer Ownership
Elongated ownership (average nearly 7
years) and new and pre-owned change in
ownership growth has accelerated
Higher Vehicle Repair Costs
Maintenance and repair costs (~$1,200
annually on average)(1) on the rise due to
more expensive parts
Longer Vehicle Lives
Increasing avg. vehicle life, now ~12 years,
leading to more end-of-warranty plans
Expanding Vehicles
in Operation(4)
(in millions)
Significant percentage of U.S. adults
burdened by unforeseen expenses
~33%
Percentage of U.S. adults
who cannot pay a $500 to
$600 repair bill without
taking on debt(2)
>60% Percentage of U.S. adults
who would have
difficulty covering a
$1,000 expense(3)
Note: (1) Based on a $0.09 per mile cost for “Maintenance, Repair & Tires” per AAA, multiplied by the average miles driven per person in the U.S. per year (13,500), per the
U.S. Department of Transportation; (2) According to a survey conducted by AAA (2017); (3) Per Bankrate.com. Defined as being able to cover a $1,000 expense from cash
or savings; and (4) Per Experian Market Trends Review Q4 2020. Sources: AAA, Bankrate.com, Experian, IHS Markit and U.S. Department of Transportation.
266.0
271.4
275.3
279.6
281.4
2016
2017
2018
2019
2020
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10
~87M
Vehicles in “sweet spot”
Significant Addressable Market
6 - 12
Years Old
31%
13+
Years
Old
41%
≤ 5 Years Old
28% ~$260B(2)
Current
"sweet spot"
Note: (1) Assumes 280M total vehicles on the road in the U.S. remains constant. Percentage of vehicles within each model year age band are rounded estimates per Experian and as of Q3 2020; (2) Assumes an average retail vehicle protection plan cost of $3,000 per
customer; and (3) Per Company survey of 248 B2C consumers as of 4/6/2021. Sources: Experian and Company estimates.
~280M
Vehicles in operation(1)
~87M Vehicles
. . . plus broadening product
offering to newer and older
vehicles, expanding the
addressable market
• “Sweet spot” of ~87M cars
is underpenetrated
• is addressing the
underpenetration: Unique,
superior digital product
offering
• Our data shows of
customers are first
time purchasers(3)
• Broadening addressable
market over time with
products for newer and
older vehicles
59%
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11
is Uniquely Positioned to Capture Market Share
Attractive Payment Services
Business Model
• High-margin Payment Services business
with 2020 Adjusted EBITDA of $41M, 65%
margin
• No insurance claims or purchaser credit risk
PayLink is a Market Leader in its
Segment
• $11.6B+ originations since inception
• Scalable technology to support organic
growth, acquisitions and predictive
analytics
High-Margin, High-Growth
• 2024E Adjusted EBITDA of $164M and
Adjusted EBITDA margin of 31%
• 2020-2024E Revenue CAGR of 69%
Digital Platform Serves both OEM
and B2C Channels
• Growing B2B distribution in partnership
with two top 5 global OEMs and an active
pipeline
• Trusted B2C Brand
Scaling Rapidly in an Under-
penetrated Market
• The online leader for mechanical
breakdown coverageTM
• ~1,000 people per day start online quotes
Large, Fragmented Market
• Large market, favorable industry dynamics
• Fragmented market providing opportunity
for acquisitions to accelerate growth
Note: The above financial statements and projections are based on the Company’s unaudited internal financial reports and Management’s estimates. The above figures include non-GAAP financial measures, including but not limited to Adjusted EBITDA.
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12
MDH Investment Criteria
• Seasoned management team
• Attractive end-market trends
• Businesses operating in heartland of the U.S.
• Strong track record
• Benefit from being publicly traded
MDH is the Natural Partner for
Is a Natural Fit
• Founder-led since inception in 2006
• Recognized industry leader disrupting the
delivery of vehicle protection plans
• Chicago, HQ; products serving middle America
• Proven history of resilient revenue and earnings
• Access to capital enables investment in Digital
Platform to fuel growth
Franklin McLarty
Executive Chairman, MDH(1)
Note: (1) In addition to being the current Executive Chairman of MDH Acquisition Corp., Franklin has been asked to be Chairman of Olive.com post-transaction.
Sponsor contributed
100% of the at-risk capital
Sponsor earnout
structure ensures strong
incentive alignment
Decades of diverse
experience in building
successful businesses
Strong track record of
creating shareholder
value
MDH Acquisition Corp. (“MDH”) has a proven track record in the transportation, financial services and technology industries
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Overview
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14
CONSUMER PORTAL B2B B2C
Technology is in our DNA
Predictive Analytics
PayLink uses historical
purchaser cancellation data to
develop models to
accurately predict
cancellation trends
Manage to
industry
leading SLAs
Over 8K
Monthly emails
serviced
35,000+
Calls answered
monthly
The online leader for
mechanical breakdown
coverageTM
Fully white-labeled solution
allows partners’ customers
to . . .
Get a Quote Purchase
Finance Manage
PAYMENT PROCESSING
Highly Scalable
Processes ~4 million payments
annually and is highly scalable
Payment processing
technology platform
Consumer facing payment
platform
Ability to rapidly onboard
OEM and Affinity partners
Ability to meet each
consumer’s customized
needs for coverage
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15
High-Margin, High-Growth Segments
TECHNOLOGY-DRIVEN GROWTH
ENGINE
MARKET LEADING HIGH-MARGIN
BUSINESS
Note: The above financial statements and projections are based on the Company’s unaudited internal financial reports and Management’s estimates.. The above figures include non-GAAP financial measures, including but not limited to Adjusted EBITDA. (1) Please see
Glossary of Select Terms for a definition of Annualized Net Premium; (2) As of June 30, 2021: and (3) Per Company survey of 248 consumers as of 4/6/2021.
Payment plans originated since
inception - all 50 states and Canada(2)
2020 Payment plan originations
2020 Adjusted EBITDA
Takes no consumer credit or vehicle
protection plan claims risk
Payments processed annually
through
Originations since inception(2)
Years of vehicle protection plan data
Revenue Growth 1H 2021 vs. 2H 2020
1H 2021 Annualized Net Premium(1)
Takes no consumer credit or vehicle
protection plan claims risk
Top 5 OEM clients won and launched
in 2020
Recommend after
purchasing(3)
Google reviews
Percentage of customers that have
never purchased a vehicle protection
plan(3)
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16
Robust Growth . . .
B2B OEM, Affinity & Powered by Olive
• Ability to quickly and seamlessly onboard B2B clients
• Two current global top 5 automotive OEMs
• Active pipeline; step-function growth as additional OEM
and Affinity partners added to the platform
• Launched insurance agent distribution
Note: The above financial statements and projections are based on the Company’s unaudited internal financial reports and Management’s estimates. Please see the Glossary of Select Terms for a definition of Net Premium.
Olive Digital Platform
B2C The online leader for mechanical breakdown
coverageTM
• Differentiated product: Fixed monthly price, no wait
period, no annual mileage limits, transparent pricing
online and simple coverage term(1)
• Strong momentum from organic, SEO and halo
branding initiatives
• Digital first, marketing team with experience and
detailed plan to deploy growth capital
. . . Solid Initial Results
Note: (1) Based on the Company's observations of the market, it is not aware of other companies having the combination of these features.
• Y/Y, quote completes up 244%
• Q3 ’21 vs Q3 ’20 quote starts are up 378%
• Organic traffic in Q3 ‘21 vs Q3 ‘20 up 2400%;
• 1,600 users per day visiting olive.com organically $0.4
$6.0
$2.6
$13.5
1H 2020 1H 2021 2020A 2021E
Revenue ($M)
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17
How It Works Dedicated Coverage
Advocates
Focused on the customer
experience and the right fit.
Omni-Channel
Marketing
Creating seamless,
memorable experiences to
connect with customers.
Sophisticated Reporting
Centralized data warehouse and
cutting-edge analytics software
turns raw data into insight and
action.
Enhanced
Digital Capabilities
Focused on user-driven
experiences that enhance your
brand.
Strong Response &
Conversation Rates
AI and Machine Learning deliver the
right message, to the right prospect,
at the right time to drive conversion.
Data Security
Safeguarding from unauthorized
access protecting brand
reputation.
PARTNERSHIP
THAT DRIVES
LOYALTY
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18
Accelerating Growth via Acquisitions
“Best of the best approach”
Accretive Opportunities
Across the Value Chain in Fragmented
Industry
B2C and B2B Distribution
• Quick and seamless onboard
firms with existing distribution
to the platform
Payment Processing
• Fragmented market lacking
scale and technology
Natural Adjacencies
• Home warranty payments and
additional Grove
products
Technology Platform
Enabler for Acquisitions
Scalable platform = Efficient
integration of new capabilities and
personnel
HISTORY EXECUTING M&A
Omnisure (2017): Created a
leading VSC payment plan
provider by merging with largest
competitor
Tri-Star (2019): Added agency
capability to distribute products
3 Opportunities In-Play:
M&A Thesis in Action
Expand OEM Footprint and Services
• Signed purchase agreement
with Budco, a provider of
payment services with key
OEM partnerships. Over 72k
originations totaling $195M in
2020
Breadth, Depth and Tech Expansion
• B2B/B2C digital platform with
omni-channel marketing
expertise and efficient CAC
• Vehicle protection plan digital
platform with complementary
technology
LOI
LOI
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19
Technology platform allows for
efficiencies following acquisitions
Proven M&A capabilities
Actionable Real-time opportunities
15-year track record of growth and
innovation
Distribution opportunities to
accelerate continued growth and
profitability
Sales and marketing engine delivers the right product at
the right time in a transparent manner
Expanding consumer product categories and
engagement through the live Grove
Deeper in vehicle protection: Broadening model
year eligibility and additional coverages
Meaningful B2B Distribution
Opportunities
Built for Growth in $260B+ Market
PAYMENT
SERVICES
DIGITAL
PLATFORM
Acquisition
Opportunities
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Financial Overview
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21
Historical Results
2020A 1H 2020A 1H 2021A 1H ’20 v. 1H ‘21
Growth %
Payment Services Revenue 62.3 30.1 33.1 9.8%
Digital Platform Revenue 2.6 0.4 6.0 1,325.1%
Total Revenue $64.9 $30.5 $39.0 27.9%
# of Originations (000s) 344.5 169.3 202.7 19.7%
Originations Amount ($) $1,098.9 $539.4 $648.9 20.3%
Payment Services:
Adjusted EBITDA $40.6 $19.3 $20.2 4.9%
Adjusted EBITDA % 65.3% 64.1% 61.2%
Digital Platform: Net Premium $8.4 $0.8 $26.2 3,013.0%
Digital Platform: Adjusted Gross Profit ($0.5) ($0.5) $1.6
($M, unless otherwise noted)
Note: 2020A financials are based on the Company’s PCAOB standard audited financial statements for the year ended December 31, 2020. 1H 2020A and 1H 2020A are based on the Company’s unaudited financial statements for the quarter ended June 30, 2021. These
figures may not include all adjustments required by GAAP.
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22
$62.3 $66.8 $78.5 $103.7
$147.0 $2.6 $13.5
$59.0
$187.3
$376.8
$64.9 $80.2
$137.6
$291.1
$523.8
2020A 2021E 2022E 2023E 2024E
Payment Services Digital Platform
Total Revenue
($M)
Outlook
Note: 2020A financials are based on the Company’s PCAOB standard audited financial statements for the year ended December 31, 2020. The above forward-looking financial statements and projections are based on the Company’s unaudited internal financial reports
and Management’s estimates. These figures may not include all adjustments required by GAAP.
24%
71%
112%
YoY Revenue
Growth % 80%
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23
Continue Core
Execution and
Introduce olive
• Continued growth in olive
• new B2B programs
• Foundation built on profitable Payment Services baseline
• Launch olive April, first OEM in September and second OEM December
• Payment Services growth fueled by olive growth
• Full year impact for olive and both OEMs
• olive growth fueled by growth capital
• Three potential acquisitions
• Powered by olive & new B2B programs
• Continued growth of olive
• new B2B program
First Full Year of
olive and OEMs
Growth Capital
and Acquisitions
Marketing Services
Expansion
Continued
Entrenchment and
Scaling
$64.9M
$80.2M
$137.6M
2020A
2021E
2022E
2023E
2024E
$291.1M
$523.8M
Growth from the Digital Platform fuels originations and
revenue growth for the Payment Services segment
Building Blocks of Potential Growth Trajectory
Note: 2020A financials are based on the Company’s PCAOB standard audited financial statements for the year ended December 31, 2020. The above forward-looking financial statements and projections are based on the Company’s unaudited internal financial reports
and Management’s estimates. These figures may not include all adjustments required by GAAP.
Digital Platform
and Payment
Services
Combined Annual
Revenue
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24
Robust Margins, Complemented by New Expansion Engine
First Mover
Digital Platform
Trusted B2C
Brand
Well-Known B2B
Partners Unique Ability to
Capture Market Share
Note: The above forward-looking financial statements and projections are based on the Company’s unaudited internal financial reports, applying certain assumptions and Management’s estimates. The above figures include non-GAAP financial measures, including but
not limited to Adjusted EBITDA and Adj. Gross Profit. (1) Represents total company revenue and Adjusted EBITDA
PAYLINK
/
2022E
$138M $19M
2023E
$291M $61M
2024E
$524M $164 DIGITAL PLATFORM
2022E
$59M
Revenue
$29M
Adj. Gross Profit
2023E
$187M
Revenue
$135M
Adj. Gross Profit
2024E
$377M
Revenue
$299M
Adj. Gross Profit
Revenue Adj. EBITDA
Revenue Adj. EBITDA
Revenue Adj. EBITDA
(
1)
Established Payment Services Business
2020A
$40.6 Adj. EBITDA
65.3% Adj. EBITDA Margin
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Appendix
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26
What is Mechanical Breakdown Coverage?
Mechanical breakdown
coverage protects you
from letting a
breakdown become a
budget meltdown.
Covers cost of parts,
labor and repairs from
mechanical failures for
autos, pick-up trucks
and SUVs
Recognized and
accepted by RepairPal,
ASE certified dealers,
repair facilities in all 50
states and Canada
Available in 49 states
(FL and Canada coming
soon)
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27
BENEFITS YOU WANT THE OLIVE.COM APPROACH THE OLD APPROACH
Price-Lock Guarantee Your monthly price will never go up during your
term and you can cancel anytime
Your rate can change any time, monthly coverage
plans include cancelation fees or penalties
Spam-Free Guarantee Unless you requested a quote from us,
we will never call you. No robocalling. Period.
Robocallers call you multiple times per day and
bully you until you buy
Do It All Online You’re able to quote, buy, and manage your
coverage and claims 100% online
Limited online offerings and call center calls
required for claims and customer service
No-Haggle Pricing Fully transparent pricing and 3 coverage options
to customize your plan to fit your budget
Limited choices with subpar coverage.
Price discounts result in downgraded coverage
No-Pressure Guarantee
We don’t have a sales team; we have
Coverage Advocates to assist you and answer your
questions
High-pressure tactics that feel like you have no
options
You’re in the Driver’s Seat
Buy how you want to buy: online or over the
phone, pick your repair facility, & choose your
deductible
Phone only sales process. Limited network of
service centers. High deductibles and fees
Doing Good
olive.com Donates to Premiums4Good with every
plan sold to fund education, sustainable energy,
and more
Focused on short term profits
Market Overview
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4.7+
average rating across review
platforms
97%
customers would recommend
olive to friends and family (1)
59%
are first time buyers of
extended coverage (1)
olive.com is focused on reputation
and consumer satisfaction
Reputation
(1) Per Company survey of 248 consumers as of 4/6/2021.
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29
Summary Income Statement and Non-GAAP Measures
Note: 2020A financials are based on the Company’s PCAOB standard audited financial statements for the year ended December 31, 2020. The above forward-looking financial information and all projections are based on the Company’s unaudited internal financial reports
and Management’s estimates. The above financial statements and projections may not include all adjustments required by GAAP. Please see the corresponding reconciliation for Operating Expenses (Adjusted) and Adjusted EBITDA on page 30 of this Presentation.
2020A 2021E 2022E 2023E 2024E
($M)
Payment Services Revenue 62.3 66.8 78.5 103.7 147.0
Digital Platform Revenue 2.6 13.5 59.0 187.3 376.8
Total Revenue $64.9 $80.2 $137.6 $291.1 $523.8
Growth % (9.7%) 23.6% 71.5% 111.6% 80.0%
Operating Expenses (Adjusted) $29.3 $60.5 $118.4 $230.6 $359.7
Total Adjusted EBITDA $35.5 $19.7 $19.1 $60.5 $164.2
Margin % 54.8% 24.5% 13.9% 20.8% 31.3%
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30
Adjusted EBITDA, Adjusted Gross Profit (Loss) and Operating
Expenses (Adjusted): Non-GAAP Reconciliation
Note: 2020A financials are based on the Company’s PCAOB standard audited financial statements for the year ended December 31, 2020. The above forward-looking financial information and all projections are based on the Company’s unaudited internal financial reports
and Management’s estimates. The above financial statements and projections may not include all adjustments required by GAAP. (1) 2021E Net Income excludes transaction costs related to the business combination; (2) The Company is currently a pass through entity for
tax purposes and has therefore not paid federal or state income taxes; post-business combination the Company is expected to pay taxes and we expect future potential taxes to materially affect the estimated net income and: (3) Includes direct compensation expense,
software licensing expense, and other direct costs.
1
2
2020A 2021E 2022E 2023E 2024E
GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA
Net Income (Loss) $13.5 ($1.1) ($1.7) $32.4 $120.6
Plus: Interest Expense 13.7 12.2 11.7 19.1 35.3
Plus: Income Tax Provision 0.2 0.3 0.2 0.2 0.2
Plus: Depreciation and Amortization 8.1 8.3 8.9 8.8 8.1
EBITDA $35.5 $19.7 $19.1 $60.5 $164.2
Plus: Equity-Based Compensation 0.1 - - - -
Adjusted EBITDA $35.5 $19.7 $19.1 $60.5 $164.2
Digital Platform - GAAP Commission Income (Revenue) to Adjusted Gross Profit (Loss)
Commission Income (Revenue) - Digital Platform $2.6 $13.5 $59.0 $187.3 $376.8
Less: Direct Costs 3 3.1 10.6 29.8 52.7 77.6
Less: Depreciation and Amortization 0.2 0.5 0.7 0.8 0.7
Gross Profit (Loss) - Digital Platform ($0.6) $2.3 $28.5 $133.8 $298.5
Plus: Depreciation and Amortization 0.2 0.5 0.7 0.8 0.7
Adjusted Gross Profit (Loss) - Digital Platform ($0.5) $2.8 $29.3 $134.6 $299.2
GAAP Total Operating Expenses to Operating Expenses (Adjusted)
Total Operating Expenses $37.5 $68.9 $127.3 $239.4 $367.7
Less: Depreciation and Amortization (8.1) (8.3) (8.9) (8.8) (8.1)
Less: Equity-Based Compensation (0.1) - - - -
Operating Expenses (Adjusted) $29.3 $60.5 $118.4 $230.6 $359.7
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31
Glossary of Select Key Terms
Term Definition
Adjusted EBITDA . Earnings before interest, taxes, depreciation and amortization and certain adjustments. Please see page 30 for a
reconciliation of GAAP net income to EBITDA and Adjusted EBITDA for the Company
Adjusted Gross
Profit
. Revenue, minus operating expenses, excluding marketing related expenses. Please see page 30 for a reconciliation of
GAAP revenue to Adjusted Gross Profit for the Digital Platform business
EBITDA . Net Earning (loss) before interest, taxes, depreciation and amortization
Net Premium . Total premiums (received or to be received) as generated from the Company's Digital Platform business, in the month
of sale, net estimated cancellations
Annualized Net
Premium
. Annualized Net Premium shown on page 15 is calculated as Net Premium for the first six months of the year multiplied
by two
Originations . Vehicle and other consumer protection payment plan contracts
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32
Summary of Risks
Certain Risks Related to OP Group Holdings, LLC
• You should carefully consider all the following risk factors, together with all of the other publically available information, including the financial information, before deciding how to invest.
• The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, PubCo and OP Group’s business,
financial condition and results of operations. If any of the events described below occur, PubCo’s post-Business Combination business and financial results of PubCo and its subsidiaries
could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of PubCo’s securities and you therefore may lose all or part of
your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of MDH and OP
Group.
• Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of OP Group prior to the Closing, which will be the business of
PubCo and its subsidiaries following the Closing.
• The list below is qualified in its entirety by disclosures contained in future filings by the Company, or by third parties (including MDH Acquisition Corp.) with respect to the Company, with
the United States Securities and Exchange Commission (“SEC”). These risks speak only as of the date of this presentation and we make no commitment to update such disclosure. The risks
highlighted in future filings with the SEC may differ significantly from and will be more extensive than those presented below.
.
Risks related to the Business Combination, including that:
• Sponsor has agreed to vote in favor of the Business Combination Proposal described in
this proxy statement/prospectus, regardless of how the Public Stockholders vote.
• MDH and Op Group’s directors have interests that are different from, or in addition to
(and which may conflict with), the interests of the Public Stockholders.
• The announcement of the proposed Business Combination could disrupt OP Group’s
business.
• MDH has not obtained a third-party opinion in determining whether to pursue the
Business Combination.
• The unaudited pro forma financial information may not be representative of PubCo’s
results if the Business Combination is completed.
• During the pendency of the Business Combination, MDH will not be able to enter into a
business combination with another party because of restrictions in the Business
Combination Agreement. Furthermore, certain provisions of the Business Combination
Agreement will discourage third parties from submitting alternative takeover proposals,
including proposals that may be superior to the arrangements contemplated by the
Business Combination Agreement.
• The Proposed PubCo Charter will not limit the ability of Sponsor or its affiliates to
compete with us.
Risks related to the redemption, including that:
• The ability of the Public Stockholders to exercise Redemption Rights with respect to Public
Shares may prevent MDH from completing the Business Combination or optimizing its
capital structure.
• If a Public Stockholder fails to receive notice of MDH’s offer to redeem Public Shares in
connection with the Business Combination, or fails to comply with the procedures for
tendering its Public Shares, such shares may not be redeemed.
• There is no guarantee that a Public Stockholder’s decision whether to redeem its Public
Shares will put the Public Stockholder in a better future economic position.
Risks if the Business Combination is not consummated, including that:
• If the conditions to the Business Combination Agreement are not met, the Business
Combination may not occur.
• If MDH is unable to complete an initial business combination within 24 months from the
closing of the IPO, unless otherwise extended, MDH will cease all operations except for the
purpose of winding up and it would redeem the Public Shares and liquidate.
• You have limited rights or interests in funds in the Trust Account. To liquidate your
investment, therefore, you may be forced to sell your Public Shares or MDH Public Warrants,
potentially at a loss.
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33
Summary of Risks (continued)
Risks related to our organizational structure after the Business Combination,
including that:
• PubCo will be a holding company and its only material asset after completion of the
Business Combination will be its interest in its subsidiaries.
• Entities affiliated with CF OMS and Blocker Owner will beneficially own, in the aggregate,
approximately 73.8% of outstanding PubCo Common Stock upon completion of the
Business Combination, and these stockholders may have strategic interests that differ
from PubCo’s interests and from those of PubCo’s other stockholders.
Risks related to OP Group’s business and industry, including that:
• OP Group has identified material weaknesses in its internal control over financial
reporting and may identify additional material weaknesses in the future or fail to maintain
an effective system of internal control over financial reporting.
• OP Group’s success and its ability to grow its business depend on retaining and
expanding its customer base.
• OP Group may be unable to maintain and enhance its Olive brand and reputation.
• OP Group has a limited operating history for its Digital Platform.
• OP Group may not be able to continue to grow its Digital Platform business rapidly.
• Changes in insurance, consumer protection and related regulations may adversely affect
OP Group’s business.
• OP Group’s proprietary data analytics algorithms may not operate properly or as we
expect them to.
• Security incidents or real or perceived errors, failures or bugs in its systems or Olive
website could impair its business.
Risks Related to Being a Public Company
• PubCo’s management team has limited experience managing a public company.
• PubCo’s internal controls over financial reporting may not be effective and our independent
registered public accounting firm may not be able to certify as to their effectiveness.
• PubCo may amend the terms of the PubCo Public Warrants in a manner that may be
adverse to holders of such PubCo Public Warrants with the approval by the holders of at
least 50% of the then outstanding PubCo Public Warrants. Your unexpired PubCo Public
Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you,
thereby making your PubCo Public Warrants worthless.
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Thank you!
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