UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to §240.14a-12 |
CHURCHILL CAPITAL CORP VII
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
CorpAcq Reaffirms 2023 Guidance and Provides
Business and Refinancing Update
ALTRINCHAM, England and NEW YORK, January 22, 2024 – CorpAcq
Holdings Limited (“CorpAcq”), a corporate compounder with a proven track record of acquiring and supporting founder-led businesses,
today provided the following business update including:
| · | Reaffirming guidance for the full year ending December 31, 2023; |
| · | Confirming on track timing of its Business Combination with Churchill Capital Corp VII (“Churchill VII”) (NYSE: CVII); |
| · | A successful refinancing of its group debt; and |
Management Reaffirms Financial Outlook for Full-Year 2023
Since the release of its financials for the first six months of 2023
on November 17, 2023, CorpAcq has continued to maintain its strong and profitable growth trajectory. As a result, management has
reaffirmed guidance for 2023 revenue and Adjusted EBITDA.
On an IFRS basis, revenue for the full year ended December 31,
2023, is expected to be in line with previous guidance of approximately £729 million, or approximately $938 million, representing
an increase of 15% compared to the prior year. This performance reflects the continued strong organic growth of the portfolio, supported
by additional contribution from acquisitions completed during the second half of 2023. Adjusted EBITDA is expected to be approximately
£126 million, or approximately $162 million, representing an increase of 17% compared to the prior year, with margins maintained
at approximately 17%.
This robust performance has been driven by CorpAcq’s continued
focus on operational strength and resilience and is supplemented by management’s ongoing support for its diversified portfolio of
subsidiaries. CorpAcq continues to deliver on its strategy and believes it remains well-positioned for future growth.
CorpAcq expects to release its full-year results in the second quarter
of 2024.
Business Combination with Churchill VII Remains on Track
As
announced on November 17, 2023, CorpAcq’s business combination (the “Business Combination”) with Churchill
VII continues to progress as planned and is expected to be completed in early 2024. Completion of the Business Combination is subject
to approval by Churchill VII’s shareholders, the registration statement on Form F-4 filed by CorpAcq Group PLC in respect of
the Business Combination (the “Registration Statement”) being declared effective by the U.S. Securities and Exchange Commission
(the “SEC”), Churchill VII having available cash at the closing of the Business Combination of at least $350 million, net
of transaction fees, and other customary closing conditions.
On January 19, 2024, Churchill VII filed a definitive proxy in
connection with a special meeting of stockholders to be held on February 8, 2024 to approve, among other things, an extension of
the date by which Churchill VII must consummate the Business Combination (or any other initial business combination) from February 17,
2024 to August 17, 2024 (or such earlier date as determined by the board of directors of Churchill VII).
Successful Refinancing of Group Debt
CorpAcq has entered into a series of transactions with the planned
refinancing of its group debt facility in order to continue to optimize its capital structure (the “Debt Refinancing Transactions”).
The Debt Refinancing Transactions provide, among other things, CorpAcq with:
| · | A new £300 million committed term loan facility that refinances CorpAcq’s existing £200 million facility and includes
£100 million under a committed acquisition facility to support further acquisitions; |
| · | The flexibility to pay down up to £100 million of the term loan with proceeds expected to be received from CorpAcq’s Business
Combination and re-draw such amount at a later date; |
| · | An extension of overall debt maturity from June 2024 to January 2028, meaning that following the Debt Refinancing Transactions,
CorpAcq will not have any material debt maturities until 2028; and |
| · | A neutral impact to net leverage on CorpAcq’s group balance sheet and a lower interest margin across the group. |
“We are pleased to announce the successful signing of our debt
refinancing strategy,” said Simon Orange, Chairman and Founder of CorpAcq. “With this optimized capital structure, we will
have more financial flexibility and liquidity to fund the continued growth of our business and expand our acquisition pipeline.”
UBS AG London Branch and Crestline Investors Fund Liquidity Solutions
Group acted as Mandated Lead Arrangers and KPMG served as debt advisor for the Debt Refinancing Transactions. Churchill VII is fully supportive
of the Debt Refinancing Transactions as it improves the financial profile of the business prior to the planned
Business Combination.
Upcoming Analyst Day
In preparation for a public listing, CorpAcq and Churchill VII will
be hosting an analyst day on January 25, 2024. A copy of the presentation will be available online at www.corpacq.com/investors.
To register your interest, please email CorpAcqIR@icrinc.com.
About CorpAcq Holdings Limited
CorpAcq is a corporate compounder founded in 2006 with deep commercial
experience and a diversified portfolio of 42 companies (as of December 31, 2023) across multiple large industries. CorpAcq has a
track record of unlocking business potential and long-term growth for small and medium-sized enterprises through its established M&A
playbook and decentralized operational approach. CorpAcq’s executive team develops close relationships with their subsidiaries’
management to support them with financial and strategic expertise while allowing them to retain independence to continue to operate their
business successfully. CorpAcq is headquartered in the United Kingdom.
About Churchill Capital Corp VII
Churchill VII was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Important Notices Relating to Financial Advisors
UBS AG London Branch (“UBS”) is authorized and regulated
by the Financial Market Supervisory Authority in Switzerland. It is authorized by the PRA and subject to regulation by the FCA and limited
regulation by the PRA in the United Kingdom. UBS provided financial advice to CorpAcq and no one else in connection with the process or
contents of this announcement. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible
to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents
of this announcement or any other matter referred to herein.
Non-GAAP Financial Measure
This communication includes a financial measure not presented in accordance
with UK GAAP or IFRS, Adjusted EBITDA. This non-GAAP financial measure is not a measure of financial performance in accordance with UK
GAAP, or IFRS or any other GAAP and may exclude items that are significant in understanding and assessing CorpAcq’s financial results.
Therefore, this measure 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 UK GAAP, IFRS, or any other GAAP. You should be aware that CorpAcq’s
presentation of this measure may not be comparable to similarly-titled measures used by other companies.
CorpAcq believes this non-GAAP financial measure provides useful information
to management and investors regarding certain financial and business trends relating to CorpAcq’s financial condition and results
of operations. CorpAcq believes that the use of this non-GAAP financial measure provides an additional tool for investors to use in evaluating
ongoing operating results and trends and in comparing CorpAcq’s financial measures with other similar companies, many of which present
similar non-GAAP financial measures to investors. This non-GAAP measure is subject to inherent limitations as it reflects the exercise
of judgments by management about which expense and income are excluded or included in determining this non-GAAP financial measure.
Additional Information and Where to Find It
This communication does not contain all the information that should
be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision
in respect of the Business Combination.
The
Registration Statement filed by CorpAcq Group Plc, initially filed on November 17, 2023 (including amendments thereto), includes
a proxy statement/prospectus to be distributed to Churchill VII’s stockholders and warrantholders in connection with Churchill VII’s
solicitation for proxies for the vote by Churchill VII’s stockholders and warrantholders in connection with the Business Combination
and other matters described in the Registration Statement, as well as the prospectus relating to the offer and sale of securities to be
issued by CorpAcq Group Plc to Churchill VII’s stockholders and warrantholders in connection with the completion of the Business
Combination. On January 19, 2024, Churchill VII filed a definitive proxy statement with the SEC (the “Extension Proxy Statement”)
in connection with Churchill VII’s solicitation of proxies for its special meeting of stockholders to be held to approve, among
other things, an extension of the date by which Churchill VII must consummate the Business Combination (or any other initial business
combination) from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the board of directors of Churchill
VII) (such meeting, the “Extension Special Meeting”).
Before making any voting or other investment decisions, Churchill VII’s
stockholders and warrantholders and other interested persons are advised to read (i) the Registration Statement and any amendments
thereto, (ii) once available, the definitive proxy statement/prospectus, in connection with Churchill VII’s solicitation of
proxies for its special meeting of stockholders and its special meeting of warrantholders to be held to approve, among other things, the
Business Combination, (iii) other documents filed with the SEC by Churchill VII or CorpAcq Group Plc in connection with the Business
Combination, and (iv) the Extension Proxy Statement and any amendments thereto, as these documents will contain important information
about CorpAcq, CorpAcq Group Plc, Churchill VII and the Business Combination.
After the Registration Statement has been declared effective, Churchill
VII will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders and warrantholders as of the record
date established for voting on the Business Combination. Churchill VII is in the process of mailing the Extension Proxy Statement and
other relevant documents to its stockholders as of the record date established for voting at the Extension Special Meeting. Stockholders
and warrantholders may also obtain a copy of the Registration Statement (and definitive proxy statement/prospectus, once available), the
Extension Proxy Statement, as well as other documents filed by Churchill VII with the SEC, without charge, at the SEC’s website
located at www.sec.gov or by directing a written request to Churchill Capital Corp VII at 640 Fifth Avenue, 12th Floor, New York, NY 10019.
Forward-Looking Statements
This
communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such
as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict” or
other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Churchill
VII and CorpAcq have based the forward-looking statements on each of its current expectations and projections about future performance,
timing and events. The forward-looking statements in this communication include, but are not limited to, statements regarding estimates
and forecasts of financial and operational metrics and the anticipated timing for the Business Combination to close. The forward-looking
statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of CorpAcq’s
and Churchill VII’s respective management teams and are not predictions of actual timing and/or performance. 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. The forward-looking statements are provided for illustrative
purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or
a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may materially
differ from assumptions. Many actual events and circumstances are beyond the control of Churchill VII and CorpAcq. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about Churchill VII and CorpAcq that may cause each of
its actual results, levels of activity, timing, achievements and/or performance indicated in this communication to be materially different
from any actual future results, levels of activity, timing, achievements and/or performance expressed or implied by such forward-looking
statements. Such risks and uncertainties include CorpAcq’s changes in domestic and foreign business changes in the competitive environment
in which CorpAcq operates; CorpAcq’s ability to manage its growth prospects, meet its operational and financial targets, and execute
its strategy; the impact of any economic disruptions, decreased market demand and other macroeconomic factors to CorpAcq’s business,
projected results of operations, financial performance or other financial metrics; expectations as to future growth in demand for CorpAcq’s
products and services; CorpAcq’s reliance on its senior management team and key employees; risks related to liquidity, capital resources
and capital expenditures; failure to comply with applicable laws and regulations or changes in such laws or the regulatory environment
in which CorpAcq operates; the outcome of any potential litigation, government and regulatory proceedings, investigations, actions (including
any potential U.S. or U.K. government shutdowns) and inquiries that Churchill VII or CorpAcq may face; assumptions or analyses used for
CorpAcq’s forecasts proving to be incorrect and causing its actual operating and financial results to be significantly below its
forecasts; CorpAcq failing to maintain its current level of acquisitions or an acquisition not occurring as planned and negatively affecting
operating results; the inability of the parties to successfully or timely consummate the Business Combination, including the risk that
any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect
CorpAcq Group Plc, which will be the combined company after the Business Combination, or the expected benefits of the Business Combination
or that the approval of the stockholders of Churchill VII is not obtained; the risk that stockholders of Churchill VII could elect to
have their shares redeemed by Churchill VII thus leaving the parties insufficient cash for them to complete the Business Combination or
for CorpAcq to grow its business; the outcome of any legal proceedings that may be instituted against CorpAcq or Churchill VII; changes
in applicable laws or regulations; failure to realize the anticipated benefits of the Business Combination; risks relating to the uncertainty
of the projected financial information with respect to CorpAcq; the effects of competition; the ability of CorpAcq to manage expenses
and recruit and retain key employees; the ability of Churchill VII or CorpAcq Group Plc to issue equity or equity linked securities in
connection with the Business Combination or in the future; the impact of certain geopolitical events, including wars in Ukraine and the
surrounding region and between Israel and Hamas; the impact of a current or future pandemic on CorpAcq, Churchill VII or CorpAcq Group
Plc’s projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks; those
factors discussed in under the heading “Risk Factors” in the Registration Statement and Amendment No. 1 to the Registration
Statement filed with the SEC on December 26, 2023(“Amendment No. 1”), as may be further amended from time to time,
and other documents filed, or to be filed, with the SEC by Churchill VII or CorpAcq Group Plc. If any of these risks materialize or CorpAcq’s,
CorpAcq Group Plc’s or Churchill VII’s assumptions prove incorrect, actual results could differ materially from the results
implied by the forward-looking statements. There may be additional risks that none of CorpAcq, CorpAcq Group Plc nor Churchill VII presently
know or that CorpAcq, CorpAcq Group Plc and Churchill VII currently believe are immaterial that could also cause actual timing and/or
performance to differ materially from those contained in the forward-looking statements. In addition, the forward-looking statements reflect
CorpAcq’s, CorpAcq Group Plc’s and Churchill VII’s expectations and views as of the date of this communication. CorpAcq,
CorpAcq Group Plc’s and Churchill VII anticipate that subsequent events and developments will cause CorpAcq’s, CorpAcq Group
Plc’s and Churchill VII’s assessments to change. However, while CorpAcq, CorpAcq Group Plc and Churchill VII may elect to
update the forward-looking statements at some point in the future, CorpAcq, CorpAcq Group Plc and Churchill VII specifically disclaim
any obligation to do so. The forward-looking statements should not be relied upon as representing CorpAcq, CorpAcq Group Plc and Churchill
VII’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements. An investment in CorpAcq, CorpAcq Group Plc or Churchill VII is not an investment in any of CorpAcq’s,
CorpAcq Group Plc’s or Churchill VII’s founders’ or sponsors’ past investments or companies or any funds affiliated
with any of the foregoing. The historical results of these investments are not indicative of future performance of CorpAcq, CorpAcq Group
Plc or Churchill VII, which may differ materially from the performance of past investments, companies or affiliated funds.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. This communication is not, and under no circumstances is to be construed as, a proxy statement or solicitation of a proxy,
a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction.
No offer 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, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
CorpAcq,
CorpAcq Group Plc, Churchill VII, Churchill Sponsor VII LLC and their respective directors and executive officers may be deemed participants
in the solicitation of proxies from Churchill VII’s stockholders and warrantholders with respect to the Business Combination. A
list of the names of Churchill VII’s directors and executive officers and a description of their interests in Churchill VII is set
forth in certain filings with the SEC, including (but not limited to) the following: (1) Amendment No. 1 (and specifically,
the following sections: “Risk Factors–Risks Related to Churchill and the Business Combination”; “Information
Related to Churchill–Management, Directors and Executive Officers”; “The Business Combination–Interests
of Certain Persons in the Business Combination; Interests of the Churchill Initial Stockholders and Churchill’s Directors and Officers”;
“Beneficial Ownership of Churchill Securities”; and “Certain Relationships and Related Person Transactions–Churchill
Relationships and Related Person Transactions”); (2) the Form 10-K filed by Churchill VII with the
SEC on March 17, 2023 (and specifically, the following sections: “Item 1A. Risk Factors”; “Item 10. Directors,
Executive Officers and Corporate Governance”; “Item 11. Executive Compensation”; “Item 12. Beneficial
ownership”; “Item 13. Related party transactions”; and “Item 15. Exhibits, Financial Statement Schedules–Note
5. Related Party Transactions”); (3) the Form 10-Qs filed by Churchill VII with the SEC on May 10, 2023, August 9,
2023 and November 9, 2023 (and specifically, the disclosure under “Item 1. Financial Statements–Note
5. Related Party Transactions” in each such Form 10-Qs, respectively); (4) the Form 8-K filed by Churchill
VII with the SEC on August 7, 2023 (and specifically, the disclosure under “Item 1.01 Entry Into a Material Definitive Agreement–Amended
and Restated Sponsor Agreement”); (5) the Form 8-K filed by Churchill VII with the SEC on December 26,
2023 (and specifically, the disclosure under “Item 1.01 Entry Into a Material Definitive Agreement–Consent and Merger Agreement
Amendment”); (6) the SCHEDULE 14A filed by Churchill VII with the SEC on January 19, 2024 (and specifically,
the following sections: “The Business Combination–Interests of Certain Persons in the Business Combination” and
“Beneficial Ownership of Churchill Securities”;), and (7) other documents that may be filed with the SEC from
time to time in connection with the Business Combination, each of which will be available free of charge at the SEC’s website located
at www.sec.gov, or by directing a written request to Churchill Capital Corp VII at 640 Fifth Avenue, 12th Floor, New York, NY 10019. Additional
information regarding the participants in the proxy solicitation and a description of their respective direct and indirect interests will
be included in the definitive proxy statement/prospectus relating to the offer of securities to be issued by CorpAcq Group Plc to Churchill
VII’s stockholders and warrantholders in connection with the completion of the Business Combination once such information becomes
available.
Churchill VII stockholders, potential investors and other interested
persons should read each of the filings listed above and the definitive proxy statement/prospectus relating to the offer of securities
to be issued by CorpAcq Group Plc to Churchill VII’s stockholders and warrantholders in connection with the completion of the Business
Combination, once such documents are available, before making any voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
Investor Relations Contact:
Email: CorpAcqIR@icrinc.com
Media Relations Contact:
Michael Landau
Gladstone Place Partners
(212) 230-5930
Churchill Capital Corp VII (NYSE:CVII)
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