Corcentric and North Mountain Merger Corp., a publicly traded special purpose acquisition company, announced they have entered into a definitive agreement to consummate a business combination that would result in Corcentric becoming a publicly listed company. Upon the closing of the Transaction, the combined entity will be named Corcentric Inc. The company is expected to have an implied pro forma enterprise value of approximately $1.2 billion at closing.
Founded in 1996, Corcentric is a provider of B2B commerce solutions for enterprise and middle-market businesses. Its comprehensive, end-to-end suite of Source-to-Pay and Order-to-Cash solutions combined with its proprietary B2B payments network empower customers to enable growth, optimize working capital, enhance visibility, and minimize risk. These solutions are delivered through a combination of cloud-based software, payments and advisory services. Corcentric’s suite of solutions and its proprietary B2B payments network, comprising over 450,000 buyers and 1.4 million suppliers, processes over $100 billion in transaction volume annually.
Following the closing of the transaction, the Corcentric executive management team will continue to be led by Founder and Chief Executive Officer Douglas Clark and President and Chief Operating Officer Matthew Clark. Thomas Sabol will serve as Chief Financial Officer and Mark Joyce will serve as the Company’s Executive Vice President and Chief Accounting Officer.
“We are immensely proud of Corcentric’s accomplishments since our founding 25 years ago, and we are excited to lead the next stage of development alongside the North Mountain team. We believe there is significant runway for growth opportunities within our existing customer base as well as through untapped opportunities such as new customer wins, new product innovation, international expansion, and strategic acquisitions,” said Douglas W. Clark, Founder, Chairman, and CEO of Corcentric.
“Corcentric’s ability to demonstrate consistent growth and high levels of profitability represents an exciting investment opportunity. Doug and his team have developed a leading B2B commerce platform focused on transforming how businesses purchase, pay, and get paid. We look forward to partnering with Corcentric’s management team at this exciting inflection point in the company’s growth,” said Chuck Bernicker, CEO of North Mountain.
Transaction Overview
The transaction implies a pro forma enterprise value of the combined company of approximately $1.2 billion, representing an 8.1x multiple to 2022 expected adjusted revenue of $149 million. The Transaction is expected to deliver approximately $182 million in gross proceeds, comprising NMMC’s approximately $132 million of cash held in trust (assuming no redemptions) and $50 million of fully committed PIPE financing from anchor investors, including Wellington Management and Millais Limited, an affiliate of the Sponsor. Under the terms of the Transaction, Corcentric’s existing shareholders will convert their ownership stakes into equity of the combined company and are expected to own approximately 81 percent of the post-combination company immediately following the closing of the transaction. Bregal Sagemount, a prominent growth equity firm, will continue as a shareholder of Corcentric. In addition, existing Corcentric equity holders have the potential to receive an earnout of additional shares of common stock of the Company, if certain stock price targets are met as set forth in the definitive merger agreement.
The transaction has been unanimously approved by the Boards of Directors of both Corcentric and North Mountain. The transaction, which is expected to close in the second quarter of 2022, will require the approval of the stockholders of both Corcentric and North Mountain and is subject to other customary closing conditions, including the receipt of requisite regulatory approvals.
Advisors
J.P. Morgan Securities LLC is acting as financial advisor and capital markets advisor, William Blair is acting as financial advisor and Kirkland & Ellis LLP is acting as legal counsel to Corcentric. Citi is acting as capital markets advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to North Mountain. J.P. Morgan Securities LLC and Citi are acting as lead placement agents to North Mountain on the PIPE, William Blair is acting as co-placement agent to North Mountain on the PIPE, and Mayer Brown LLP is acting as legal counsel to the placement agents with respect to the PIPE.