Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE:
RBT), a leading provider of technology solutions for waste,
recycling, and fleet operations, today announced that it has sold
its fleet technology business and issued convertible preferred
stock in Rubicon to Rodina Capital, a private investment firm based
in Florida, in a sale with a total transaction value of $94.2
million, which includes up-front cash and an earnout consideration
of $74.2 million payable in 2024 and a $20 million issuance of
convertible preferred stock. An independent special committee of
Rubicon’s Board of Directors and Rubicon’s Board of Directors have
approved the transactions.
These transactions are transformational for the Company,
ensuring Rubicon’s long-term viability, improving its balance sheet
by reducing debts and providing additional liquidity to enable the
Company to quickly achieve its business objectives, accelerate its
journey to profitability in the short term, and continue its growth
trajectory in the long term. Importantly, it marks a return to
Rubicon’s core principles, a business centered on a
customer-focused approach that has been instrumental in the
Company’s growth from the outset. This strategic move underscores
Rubicon’s dedication to the RUBICONConnect™ product, which serves
commercial waste generators from small to medium-sized businesses
to Fortune 500 companies. Many of the Company’s commercial
customers are looking to Rubicon to help them achieve
sustainability goals with tailored zero waste and circular economy
solutions, including through the Company’s recently launched
Technical Advisory Services (TAS). This sale and the new capital
will be dedicated to improving services and strengthening Rubicon’s
longstanding relationship with more than 8,000 vendor and hauler
partners, 90 percent of which are small, independent
businesses.
“Through these transactions, Rubicon has significantly
strengthened its balance sheet, providing a substantial cash
infusion into the business to allow us to achieve our ambitious
goals,” said Phil Rodoni, CEO of Rubicon. “This marks a
transformative moment for Rubicon, aligning with our strategic
vision to lead our industry by innovating and investing in
sustainable practices that meet the evolving needs of both our
hauler network and customer base. We are excited to leverage this
newfound financial agility to drive growth, enhance our competitive
edge, and deliver exceptional value to our shareholders and
customers alike.”
“This is a transformational sale for Rubicon,” said Osman Ahmed,
the lead independent director on Rubicon’s Board of Directors. “It
not only gives the Company the financial strength it requires to
continue on its aggressive growth plan, it allows the management
team to solely focus its time and efforts on Rubicon’s core
business.”
Rubicon’s fleet technology unit is a fast-growing SaaS
technology business that powers essential heavy-duty fleet
operations in more than 100 cities, including the cities of
Houston, Phoenix, Miami, Atlanta, and Kansas City. Six of the top
ten cities by population use the RUBICONSmartCity product to
improve the safety and effectiveness of core municipal operations
and save taxpayer dollars.
The fleet technology business unit will now operate as a private
software company under a new name, which will be announced
soon.
“We are thrilled to begin operating as an independent software
company,” said Conor Riffle, Senior Vice President of Smart Cities
at Rubicon. “This transaction allows us to focus all of our energy
on our rapid growth, our incredible customer base, and our
innovations at the cutting edge of technology for the waste and
recycling, snow removal, and street sweeping markets. We are proud
to partner with a family office that has a long-term view for the
business and the financial resources to pursue exponential
growth.”
Advisors
Winston & Strawn LLP acted as legal advisor to Rubicon, and
Cantor Fitzgerald & Co. served as the exclusive financial
advisor to Rubicon during this transaction.
About Rubicon
Rubicon builds AI-enabled technology products and provides
expert sustainability solutions to waste generators, fleet
operators, and material processors to help them understand, manage,
and reduce waste. As a mission-driven company, Rubicon helps its
customers improve operational efficiency, unlock economic value,
and deliver better environmental outcomes. To learn more, visit
rubicon.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995 and within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of present or historical fact
included in this press release, are forward-looking statements.
When used in this press release, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” the negative of such terms and other similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. 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 current expectations, estimates, projections, and
assumptions that, while considered reasonable by Rubicon and its
management, are inherently uncertain; factors that may cause actual
results to differ materially from current expectations include, but
are not limited to: 1) the outcome of any legal proceedings that
may be instituted against Rubicon or others following the closing
of the business combination; 2) Rubicon’s ability to continue to
meet the New York Stock Exchange’s listing standards; 3) changes in
applicable laws or regulations; 4) the possibility that Rubicon may
be adversely affected by other economic, business and/or
competitive factors; 5) Rubicon’s execution of anticipated
operational efficiency initiatives, cost reduction measures and
financing arrangements; and 6) other risks and uncertainties set
forth in the sections entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023 (filed
March 28, 2024 with the Securities and Exchange Commission (the
“SEC”)), Registration Statement on Form S-3, as amended, filed with
the SEC, and other documents Rubicon has filed with the SEC.
Although Rubicon believes the expectations reflected in the
forward-looking statements are reasonable, nothing in this press
release 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. There may be additional risks that
Rubicon presently does not know of or that Rubicon currently
believes are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements, many
of which are beyond Rubicon’s control. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. Rubicon does not undertake, and expressly
disclaims, any duty to update these forward-looking statements,
except as otherwise required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240507724754/en/
Investor Contact: Alexandra Clark
Director of Finance & Investor Relations
alexandra.clark@rubicon.com
Media Contact: Benjamin Spall Sr.
Manager, Corporate Communications benjamin.spall@rubicon.com
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