Privacy-Forward, Machine Learning AdTech
Pioneer AdTheorent and MCAP Acquisition Corporation Complete
Closing of Business Combination
AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”)
(Nasdaq: ADTH), a leading programmatic digital advertising company
using advanced machine learning technology and privacy-forward
solutions to deliver measurable value for advertisers and
marketers, yesterday announced that it had completed its business
combination (the “Business Combination”) with MCAP Acquisition
Corporation (“MCAP”) (Nasdaq: MACQ), a special purpose acquisition
company sponsored by an affiliate of Monroe Capital LLC (“Monroe
Capital”). The Business Combination was approved by MCAP
stockholders in a special meeting on December 21, 2021, and
formally closed on December 22, 2021. AdTheorent shares will begin
trading today on Nasdaq under the ticker symbol "ADTH" and its
warrants will trade under the ticker symbol "ADTHW".
AdTheorent’s management team, led by CEO Jim Lawson, will
continue to execute the Company’s growth strategy. AdTheorent’s
existing majority equity holder H.I.G. Growth Partners, the
dedicated growth capital investment affiliate of H.I.G. Capital, a
leading global alternative investment firm, will remain the
Company’s largest stockholder.
AdTheorent’s privacy-forward programmatic digital advertising
platform uses machine learning models fueled by non-individualized
statistics to drive superior campaign performance, measured by
advertiser business goals. The Company is consistently recognized
as a leader in its industry, and over the past four months it has
seen extremely strong business momentum (49% year-over-year growth
for the nine months ended September 30, 2021) and has maintained
its “Rule of 50+” company status. During the period, AdTheorent
also raised its full-year 2021 guidance twice and has won multiple
awards, in addition to its other impressive achievements.
"After several quarters of steady growth and maintaining strong
financial fundamentals, we felt entering the public markets was a
natural next step for AdTheorent, especially as we believe the
market will continue to move towards our privacy-forward
machine-learning approach to ad targeting, and drive enduring
demand for our solutions," said Lawson. "We believe the transaction
provides AdTheorent the necessary resources to fund our continued
expansion and further advance the innovation of both existing and
new solutions, which our customers rely on to drive their own
revenue and growth. We look forward to capturing even greater
market share, with an eye toward delivering steady value to our
shareholders along the way.”
“Today is a significant milestone for AdTheorent and a testament
to the vision, hard work, and dedication of its management team
over the last several years. Considering the current market
dynamics in the advertising industry, we believe AdTheorent has a
long runway for growth and will experience continued success as a
public company,” said Eric Tencer, Managing Director at H.I.G.
Growth Partners.
“We are excited for AdTheorent as they begin their next chapter
as a public company. With a powerful combination of its strong
executive leadership, talented workforce, and industry-leading
solutions, we expect that AdTheorent will continue to deliver
significant value to its customers. Together, the Company is
well-positioned to maintain its strong growth trajectory and create
both immediate and long-term value for shareholders,” said MCAP’s
former Co-President Zia Uddin.
MCAP is the third SPAC in which affiliates of Monroe Capital
acted as a sponsor or participated as a member in the sponsor
group. In 2018, an affiliate of Monroe Capital was a member of the
sponsor group of Thunder Bridge Acquisition, Ltd. and supported its
successful business combination with Repay Holdings Corporation
(Nasdaq: RPAY). In 2019, an affiliate of Monroe Capital was a
member of the sponsor group of Thunder Bridge Acquisition, Ltd. II
and supported its successful business combination with indie
Semiconductor, Inc. (Nasdaq: INDI).
The transaction provided primary proceeds of approximately $100
million funded to AdTheorent’s balance sheet to fund the Company as
it continues to innovate its technology platform and expand its
business. Greenberg Traurig, LLP and Nelson Mullins Riley &
Scarborough LLP served as legal advisors to MCAP and Paul Hastings
LLP served as legal advisor to AdTheorent. BofA Securities, Inc.,
Cowen and Company, LLC and Canaccord Genuity LLC served as joint
placement agents on the PIPE offering in connection with the
Business Combination. Cowen and Company, LLC and BofA Securities,
Inc. served as financial advisors to MCAP and Canaccord Genuity LLC
served as financial advisor to AdTheorent.
About AdTheorent
AdTheorent uses advanced machine learning technology and
privacy-forward solutions to deliver impactful advertising
campaigns for marketers. AdTheorent's industry-leading machine
learning platform powers its predictive targeting,
geo-intelligence, audience extension solutions and in-house
creative capability, Studio AT. Leveraging only non-sensitive data
and focused on the predictive value of machine learning models,
AdTheorent's product suite and flexible transaction models allow
advertisers to identify the most qualified potential consumers
coupled with the optimal creative experience to deliver superior
results, measured by each advertiser's real-world business
goals.
AdTheorent is consistently recognized with numerous technology,
product, growth and workplace awards. AdTheorent was awarded "Best
AI-Based Advertising Solution" (AI Breakthrough Awards) and "Most
Innovative Product" (B.I.G. Innovation Awards) for four consecutive
years. Additionally, AdTheorent is the only six-time recipient of
Frost & Sullivan's "Digital Advertising Leadership Award."
AdTheorent is headquartered in New York, with fourteen offices
across the United States and Canada. For more information, visit
adtheorent.com.
About H.I.G. Capital
H.I.G. Capital is a leading global alternative assets investment
firm with over $45 billion of equity capital under management.
Based in Miami, and with offices in New York, Boston, Chicago,
Dallas, Los Angeles, San Francisco, and Atlanta in the U.S., as
well as international affiliate offices in London, Hamburg, Madrid,
Milan, Paris, Bogotá, Rio de Janeiro, and São Paulo, H.I.G. Capital
specializes in providing both debt and equity capital to small and
mid-sized companies, utilizing a flexible and operationally
focused/value-added approach. Since its founding in 1993, H.I.G.
Capital has invested in and managed more than 300 companies
worldwide. The firm’s current portfolio includes more than 100
companies with combined sales in excess of $30 billion. For more
information, please refer to the H.I.G. Capital website at
www.higcapital.com.
About Monroe Capital
Monroe Capital is a premier boutique asset management firm
specializing in private credit markets across various strategies,
including SPACs, direct lending, asset-based lending, specialty
finance, opportunistic and structured credit, and equity. Since
2004, the firm has been successfully providing capital solutions to
clients in the U.S. and Canada. Monroe prides itself on being a
value-added and user-friendly partner to business owners,
management, and both private equity and independent sponsors.
Monroe Capital’s platform offers a wide variety of investment
products for both institutional and high net worth investors with a
focus on generating high quality “alpha” returns irrespective of
business or economic cycles. The firm is headquartered in Chicago
and maintains offices in Atlanta, Boston, Los Angeles, Naples, New
York, San Francisco and Seoul.
Monroe has been recognized by both its peers and investors with
various awards including Global M&A Network as the 2021
Mid-Markets Lender of the Year, U.S.A.; Private Debt Investor as
the 2020 Lower Mid-Market Lender of the Year, 2020 Lender of the
Year, and 2020 CLO Manager of the Year, Americas; Creditflux as the
2020 Best U.S. Direct Lending Fund; and Pension Bridge as the 2020
Private Credit Strategy of the Year. For more information, please
visit www.monroecap.com.
As of October 1, 2021, Monroe Capital had approximately $11.2
billion in assets under management. From Monroe Capital’s formation
in 2004 through March 31, 2021, Monroe Capital’s investment
professionals have invested in over 1,450 loans and related
investments in an aggregate amount of $21.5 billion, including over
$6.1 billion in 330 software, technology-enabled and business
services companies.
About MCAP Acquisition Corporation
Prior to the consummation of the Business Combination, MCAP was
a blank check company organized for the purpose of effecting a
merger, capital stock exchange, asset acquisition, or other similar
business combination with one or more businesses or entities. MCAP
raised $316 million in March 2021 and its securities were listed on
the Nasdaq Capital Market under the ticker symbols “MACQU,” “MACQ”
and “MACQW.” MCAP was sponsored by an affiliate of Monroe Capital,
a boutique asset management firm specializing in investing across
various strategies, including direct lending, asset-based lending,
specialty finance, opportunistic and structured credit, and
equity.
Prior to consummation of the Business Combination, MCAP was led
by CEO and Chairman Theodore Koenig, who is CEO and Founder of
Monroe Capital and has been the CEO and Chairman of Monroe Capital
Corporation (Nasdaq: MRCC) since 2011. He was joined by
Co-President Zia Uddin, who is President of Monroe Capital;
Co-President Mark Solovy, who serves as Co-Head of the Technology
Finance Group at Monroe Capital; and CFO Scott Marienau, who is the
CFO of Monroe Capital’s management company.
To learn more, please visit
https://www.mcapacquisitioncorp.com/. The information that may be
contained on or accessed through this website is not incorporated
into this press release.
Cautionary Language Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. In general, forward-looking statements may be identified by
the use of terms such as “will likely result,” “are expected to,”
“will continue,” “is anticipated,” “estimated,” “may,” “believe,”
“intend,” “plan,” “projection,” “outlook” or the negative of these
terms or other comparable terminology. Such forward-looking
statements are based upon the current beliefs and expectations of
AdTheorent’s management and are inherently subject to significant
uncertainties and contingencies, many of which are difficult to
predict and generally beyond AdTheorent’s control. Actual results
and the timing of events may differ materially from the results
anticipated in these forward-looking statements.
The following factors, among others, could cause actual results
and the timing of events to differ materially from the anticipated
results or other expectations expressed in the forward-looking
statements: the Company’s ability to achieve the expected benefits
of the Business Combination; the Company’s financial and business
performance following the Business Combination, including the
Company’s financial and business metrics; changes in the Company’s
strategy, future operations, financial position, estimated revenue
and losses, forecasts, projected costs, prospects and plans; demand
for the Company’s platform and services and the drivers of that
demand; changes in the Company’s estimated total addressable market
and other industry projections, and the Company’s projected market
share; competition in the Company’s industry, the advantages of the
Company’s platform and services over competing platform and
services existing in the market, and competitive factors including
with respect to technological capabilities, cost and scalability;
the Company’s ability to scale in a cost-effective manner and
maintain and expand its existing customer relationships; the
Company’s expectation that it will incur increased expenses as a
public company; the impact of health epidemics, including the
COVID-19 pandemic, on the Company’s business and industry and the
actions the Company may take in response thereto; the Company’s
expectations regarding its ability to obtain and maintain
intellectual property protection and not infringe on the rights of
others; expectations regarding the time during which the Company
will be an emerging growth company under the Jumpstart our Business
Startups Act of 2012, as amended; the Company’s future capital
requirements and sources and uses of cash; the Company’s business,
expansion plans and opportunities; anticipated financial
performance and the expectation that the Company’s future results
of operations will fluctuate on a quarterly basis for the
foreseeable future; the outcome of any known and unknown litigation
and regulatory proceedings; the outcome of any legal proceedings
that may be instituted against the Company related to the Business
Combination; the ability to maintain the listing of the Company’s
securities on Nasdaq; volatility in the price of the Company’s
securities, which may be due to a variety of factors, including
changes in the industries in which the Company operates, variations
in performance across competitors, changes in laws and regulations
affecting the Company’s business and changes in the combined
capital structure; the Company’s ability to successfully implement
business plans, forecasts, and other expectations after the
completion of the Business Combination, and identify and realize
additional opportunities; the risk of downturns and the possibility
of rapid change in the highly competitive industry in which the
Company operates; the risk that the Company will need to raise
additional capital to execute its business plan, which may not be
available on acceptable terms or at all; the risk that the Company
experiences difficulties in managing its growth and expanding
operations; and the risk of private litigation or regulatory
lawsuits or proceedings relating to the Company’s platform and
services.
Actual results may differ materially, and potentially adversely,
from any projections and forward-looking statements. There can be
no assurance that the information contained herein is reflective of
future achievements to any degree. You are cautioned not to place
undue reliance on forward-looking statements as a predictor of
future performance, as projected information is based on
assumptions that are inherently subject to various significant
risks, uncertainties and other factors, many of which are beyond
the control of AdTheorent’s management. All information set forth
herein speaks only as of the date hereof, and AdTheorent disclaims
any obligation to update any forward-looking statements as a result
of developments occurring after the date of this communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211223005116/en/
Investor Relations April Scee, ICR April.Scee@icrinc.com
(646) 277-1219
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