Led by Oxford-educated cybersecurity experts from West Point and
the Air Force Academy and backed by William P. Foley, II’s Cannae
Holdings and other notable investors, QOMPLX is a cloud-native
leader in risk analytics that helps organizations quantify, model
and predict risk in challenging cybersecurity and insurance
domains.
Transaction includes a fully committed PIPE of $180 million
anchored by Cannae Holdings with participation from institutional
investors including Fidelity Management & Research Company LLC,
Hedosophia and RenaissanceRe Ventures Ltd., a subsidiary of
RenaissanceRe.
As part of the transaction, QOMPLX is acquiring cyber
intelligence and analytics solutions provider Sentar and insurance
modeling and actuarial platform Tyche to accelerate its leadership
position in risk analytics.
Approximately $1.4 billion estimated post-transaction equity
value with up to $280 million in gross cash proceeds to the company
after taking into account the acquisitions of Sentar and Tyche.
Investor Call scheduled for March 2, 2021 at 8:30 A.M. ET
QOMPLX, a cloud-native leader in risk analytics, and Tailwind
Acquisition Corp. (NYSE: TWND), a special purpose acquisition
company, today announced that they have entered into a definitive
business combination agreement. Upon closing of the transaction,
the combined company (the "Company") will operate as QOMPLX and
plans to list under the symbol QPLX. The transaction reflects an
estimated post-transaction equity value for QOMPLX of approximately
$1.4 billion.
QOMPLX helps organizations make intelligent business decisions
and better manage risk through its advanced, proprietary risk
cloud. Its cloud-native platform rapidly ingests, transforms, and
contextualizes large, complex, and disparate data sources in order
to help organizations better quantify, model, and predict risk in
areas including cybersecurity, insurance, and finance. QOMPLX’s
rapid growth has been fueled by its emergence as the global leader
in Active Directory and identity security challenges currently
plaguing enterprises and government agencies. Its core analytics
platform combines inside-out with outside-in views on cyber risk
posture alongside powerful streaming analytic detections and
continuous monitoring across diverse data sources.
QOMPLX’s pro forma 2021 revenue is expected to be $141M. In
2020, the pro forma company’s go forward revenue base was $96M(E),
and the core company had a 139% net revenue retention rate.
QOMPLX's rapid organic growth rate was 700%+ from FY19 to FY20. The
combined business has more than 95 enterprise and government
customers.
QOMPLX was co-founded by CEO Jason Crabtree and CTO Andrew
Sellers. Jason is a former Special Advisor to the Commanding
General of the U.S. Army Cyber Command, West Point graduate where
he was selected as the First Captain of the Corps of Cadets, a
Rhodes Scholar, and combat veteran who served in Afghanistan.
Andrew is a U.S. Air Force Academy valedictorian, Truman Scholar,
and Iraq War veteran who originally met Jason during their
respective graduate fellowships at the University of Oxford.
Customers of QOMPLX include a number of the world’s leading
technology, financial services, insurance, and professional
services companies and the pro forma business extends their
customer base into major government entities.
QOMPLX’s unique ability to detect catastrophic attacks on Active
Directory and enterprise authentication events using its massively
scalable unified analytics platform will continue to drive
commercial expansion for cybersecurity operations. The company also
serves a more strategic role for clients, leveraging its unique
technology platform to collect and process a combination of inside
out and outside in data to power superior, and continuously
updated, views of cybersecurity risk that better allow the data,
operations, finance and risk teams in the enterprise to develop a
shared sense of ground truth.
QOMPLX’s deep cybersecurity and insurance domain expertise
allows cybersecurity and other telematics data to be leveraged in
broader insurance underwriting, exposure management, loss
mitigation and risk finance applications. Using technology to
better specify risk transfer, model future possibilities, and
enable data analytics across the insurance value chain, QOMPLX will
lead the coming revolution of better real-time analysis of risk
accumulation across portfolios in order to bring novel risk
transfer products to market.
William P. Foley, II, Founder and Chairman of Cannae Holdings,
said: “We are very excited to announce Tailwind's transaction with
QOMPLX and to invest additional capital into this portfolio company
as it enters public markets. Cybersecurity and risk management are
increasingly fundamental in business and government. QOMPLX uses
technology to drive more disciplined business decisions about risk
with a financial lens. This is a highly scalable company with real
and rapidly growing revenues with formidable domain expertise.”
“Today’s agreement furthers QOMPLX’s mission to help
organizations get to “ground truth” in their cybersecurity and risk
quantification, risk management and risk finance efforts. Andrew
and I founded QOMPLX with the express goal of allowing
organizations to make economically rational decisions about
cybersecurity and other challenging risks. Exceptional risk
programs require continuous monitoring of real world data along
with prospective modeling of future scenarios,” said Jason
Crabtree, co-founder & CEO of QOMPLX. “Reaching public markets
via our partnership with Tailwind expedites QOMPLX’s ability to
reach more customers globally and supports our continued
development of the core technology platform for mission critical
customer applications. With the exceptional Sentar and Tyche domain
experts joining QOMPLX, we are poised for growth fueled by
extraordinary people, defensible technology, and a strong balance
sheet.”
As part of the business combination, QOMPLX has also entered
into definitive agreements to acquire two companies in the
cybersecurity and insurance analytics industries to further extend
QOMPLX’s leadership positioning as a global leader in risk:
- Sentar: Sentar is one of the fastest-growing cyber
intelligence, analytics and operations solutions providers focused
on the National Security sector. The acquisition of Sentar’s
decades-long technical and national security sector experience
gives QOMPLX greater leverage with cybersecurity and broader
analytics offerings, including its premier Active Directory
security and authentication attack detection and advanced security
data fusion use cases. Sentar and QOMPLX have already begun to
partner around industrial control systems security and continuous
monitoring using shared expertise and QOMPLX software. The combined
company will provide much needed technology and domain expert
support to the challenging identity and authentication security
gaps in the government as illustrated by Sunburst and
SolarWinds.
- Tyche: Tyche’s core modeling platform focuses on the
complex challenges facing insurers: pricing risks, modeling and
reserving capital, and improving efficiency. It offers actuarial
software that reduces time and costs framework for insurers and
reinsurers to produce critical actionable data for critical
commercial and regulatory decision-making. The modeling platform
powers Tyche’s core flagship software offerings, which are Tyche
Capital Model, Tyche Model Generator, and Tyche Pricing System.
Tyche bolsters QOMPLX’s insurance analytics offerings and the
combined business will offer more comprehensive insurance
underwriting, pricing, risk modeling, capital modeling, and
reserving functionality.
“QOMPLX has developed the most advanced cloud native software
when it comes to identity attacks, privilege escalation, and
lateral movement detection,” said Philip Krim, chairman of Tailwind
Acquisition Corp. “These capabilities are now must have
competencies for organizations of all sizes, and the demand for
this has crossed a tipping point given recent events like
SolarWinds which highlight the gaps in Active Directory and
enterprise authentication. QOMPLX is differentiated in its ability
to link specific data, security controls, and simulations to
financial risk. Jason and Andrew are world class founders who will
lead QOMPLX to become the ‘go to’ Risk Cloud for organizations who
realize data can quantify and reduce risk in critical areas like
cybersecurity and business continuity.”
Transaction Overview
The transaction values QOMPLX at an estimated post-transaction
equity value of $1.4 billion at $10.00 per share. It is anticipated
that the combined company will receive approximately $280 million
of gross proceeds from a fully committed common stock PIPE offering
of $180 million, along with approximately $334 million cash held in
trust, given approximately $200 million in cash acquisition costs,
and assuming minimal redemptions by Tailwind’s existing public
stockholders. The PIPE included participation from Cannae Holdings,
Fidelity Management & Research Company LLC, Hedosophia and
RenaissanceRe Ventures Ltd., a subsidiary of
RenaissanceRe.
QOMPLX’s and Tailwind Acquisition Corp.’s boards of directors
have unanimously approved the proposed business combination.
Completion of the proposed business combination is expected in
mid-2021, subject to approval by Tailwind’s stockholders and the
satisfaction or waiver of other customary closing conditions
identified in the Business Combination Agreement entered into by
QOMPLX and Tailwind Acquisition Corp.
Additional information about the proposed transaction will be
provided in a Current Report on Form 8-K to be filed by Tailwind
today with the Securities and Exchange Commission and available on
www.sec.gov.
Advisors
Jefferies is serving as exclusive financial advisor, sole
placement agent on the PIPE, and lead capital markets advisor to
Tailwind. Piper Sandler is also serving as capital markets advisor
to Tailwind.
Barclays is serving as exclusive financial advisor and capital
markets advisor to QOMPLX. Mizuho and William Blair are also
serving as capital markets advisors to QOMPLX.
Kirkland & Ellis LLP is acting as legal counsel to Tailwind
Acquisition Corp. and King & Spalding LLP is acting as legal
counsel to QOMPLX.
Conference Call, Webcast and Presentation Information
Management of QOMPLX and Tailwind will host an investor call on
March 2, 2021 at 8:30 A.M. ET to discuss the proposed transaction.
The conference call will be accompanied by a detailed investor
presentation.
A live webcast of the call will be available to those who
register at http://public.viavid.com/index.php?id=143806, and can
also be accessed on QOMPLX’s website at
https://qomplx.com/investor-relations/ and Tailwind Acquisition
Corp.’s website at https://twnd.tailwindacquisition.com/. For those
who wish to participate by telephone, please dial 1-877-451-6152
(U.S.) or 1-201-389-0879 (International) and reference the
Conference ID 13717158. A replay of the call will also be available
via webcast here and at
https://twnd.tailwindacquisition.com/news/events.
In addition, Tailwind will file an investor presentation with
the SEC as an exhibit to a Current Report on Form 8-K prior to the
call, which will be available on the SEC’s website at www.sec.gov
and at https://twnd.tailwindacquisition.com/presentations.
All materials can also be found at https://qomplx.com/news/ and
at https://qomplx.com/investor-relations/
About QOMPLX
QOMPLX is the cloud-native leader in risk analytics. We help
organizations make intelligent business decisions and better manage
risk through our advanced, proprietary risk cloud platform. We are
the leaders at rapidly ingesting, transforming, and contextualizing
large, complex, and disparate data sources through our data
factory, in order to help organizations better quantify, model, and
predict risk in areas including cybersecurity, insurance, and
finance. Backed by Bill Foley's Cannae Holdings, QOMPLX is
co-founded by CEO Jason Crabtree, a former Special Advisor to the
Commanding General of the U.S. Army Cyber Command and the
Department of Defense, West Point graduate, Rhodes Scholar, and
veteran of the War in Afghanistan, and by CTO Andrew Sellers, a
U.S. Air Force Academy valedictorian, Truman Scholar, and Iraq War
veteran. QOMPLX has entered into a definitive business combination
agreement with Tailwind Acquisition Corp. and will be traded on
NYSE under the ticker QPLX upon closing of the transaction. For
more information visit qomplx.com.
About Tailwind Acquisition Corp.
The Company is a blank check company 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 in the consumer internet, digital media and
marketing technology sectors. The Company is led by Chairman Philip
Krim, Chief Executive Officer Chris Hollod and Chief Financial
Officer Matt Eby. In addition to the members of its management team
and board of directors, the Company has assembled an Advisory Board
that will help position the Company as the value-add partner of
choice for today’s leading entrepreneurs.
About Cannae Holdings
Cannae Holdings, Inc. (NYSE: CNNE) is engaged in actively
managing and operating a group of companies and investments, as
well as making additional majority and minority equity portfolio
investments in businesses, in order to achieve superior financial
performance and maximize the value of these assets. Cannae was
founded and is led by investor William P. Foley, II. Foley is
responsible for the creation and growth of over $140 Billion in
publicly traded companies including Fidelity National Information
Services (“FIS”), Fidelity National Financial (“FNF”), and Black
Knight, Inc. (“BKI”). Cannae’s current principal holdings include
Dun & Bradstreet Holdings, Inc. (“DNB”), which recently
completed a successful business transformation and IPO. Cannae
holds an approximately 18% interest in Dun & Bradstreet or ~76
million shares. Cannae’s second principal holding is Ceridian
(“CDAY”), which Foley transformed from a legacy payroll bureau into
a leading cloud based provider of human capital management
software. Cannae owns approximately 9.5% of Ceridian representing
~14 million shares.
Important Information and Where to Find It
A full description of the terms of the transaction will be
provided in a registration statement on Form S-4 to be filed with
the SEC by Tailwind that will include a prospectus with respect to
the Company’s securities to be issued in connection with the
business combination and a proxy statement with respect to the
shareholder meeting of Tailwind to vote on the business
combination. Tailwind urges its investors, stockholders and other
interested persons to read, when available, the preliminary proxy
statement/ prospectus as well as other documents filed with the SEC
because these documents will contain important information about
Tailwind, QOMPLX and the transaction. After the registration
statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to stockholders of Tailwind as of a record date to
be established for voting on the proposed business combination.
Once available, stockholders will also be able to obtain a copy of
the S-4, including the proxy statement/prospectus, and other
documents filed with the SEC without charge, by directing a request
to: Tailwind Acquisition Corp., 1545 Courtney Avenue, Los Angeles,
California 90046, Attn: Chief Executive Officer. The preliminary
and definitive proxy statement/prospectus to be included in the
registration statement, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Tailwind and QOMPLX and their respective directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the potential transaction described in this
press release under the rules of the SEC. Information about the
directors and executive officers of Tailwind is set forth in
Tailwind’s final prospectus filed with the SEC pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the “Securities
Act”) on June 8, 2020 and is available free of charge at the SEC’s
web site at www.sec.gov or by directing a request to: Tailwind
Acquisition Corp., 1545 Courtney Avenue, Los Angeles, California
90046, Attn: Chief Executive Officer. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the Tailwind stockholders in connection with
the potential transaction will be set forth in the registration
statement containing the preliminary proxy statement/prospectus
when it is filed with the SEC. These documents can be obtained free
of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Tailwind, the Company or QOMPLX, nor shall there be any sale of
any such securities in any state or jurisdiction 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 offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. Although we believe that we have a reasonable basis for
each forward-looking statement contained in this press release, we
caution you that these statements are based on a combination of
facts and factors currently known by us and our projections of the
future, about which we cannot be certain. Forward-looking
statements in this press release include, but are not limited to,
statements regarding the proposed business combination, including
the timing and structure of the transaction, the proceeds of the
transaction, the initial market capitalization of the Company and
the benefits of the transaction. We cannot assure you that the
forward-looking statements in this press release will prove to be
accurate. These forward looking statements are subject to a number
of risks and uncertainties, including, among others, the ability to
complete the business combination due to the failure to obtain
approval from Tailwind’s stockholders or satisfy other closing
conditions in the business combination agreement. The inability of
QOMPLX to consummate the acquisitions of Sentar and Tyche, the
occurrence of any event that could give rise to the termination of
the business combination agreement (including any even that could
give rise to the termination of the transaction agreement for each
of Sentar and Tyche), the ability to recognize the anticipated
benefits of the business combination, including as a result of a
delay in consummating the potential transaction or difficulty in
integrating the businesses of Tailwind, QOMPLX, Sentar and Tyche,
and other risks and uncertainties, including those to be included
under the header “Risk Factors” in the registration statement on
Form S-4 to be filed by Tailwind with the SEC and those included
under the header “Risk Factors” in the final prospectus of Tailwind
related to its initial public offering. Furthermore, if the
forward-looking statements prove to be inaccurate, the inaccuracy
may be material. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements
as a representation or warranty by us or any other person that we
will achieve our objectives and plans in any specified time frame,
or at all. The forward-looking statements in this press release
represent our views as of the date of this press release. We
anticipate that subsequent events and developments will cause our
views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we have no
current intention of doing so except to the extent required by
applicable law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210301006049/en/
QOMPLX investor.relations@QOMPLX.com 703-995-4199
Media: Lindsey Boyle qomplx@moxiegrouppr.com 757-254-1123
Tailwind Acquisition Corp.
Team@TailwindAcquisition.com
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