NEW
YORK, July 7, 2022 /PRNewswire/ -- Kingswood
Acquisition Corp. (NYSE: KWAC) ("KWAC"), announced today a
definitive agreement to enter into a business combination with
Wentworth Management Services LLC ("Wentworth").
The transaction will enable Wentworth, a broker-dealer
aggregator, to go public. As a result of the business combination,
KWAC and Wentworth will become wholly-owned subsidiaries of Binah
Capital Group, Inc., which will become a publicly traded company,
subject to regulatory approvals. The combined entity is expected to
encompass over 1,900 advisors, $25
billion in assets under management and over $285 billion in affiliated assets under
management. The combined company will have a pro forma enterprise
value of $208 million.
Transaction to Drive Wentworth's Future Growth, Operational
Enhancements
Wentworth owns and operates four broker-dealers, located in 535
offices in all 50 states. Affiliated financial advisors have the
optionality to choose from operating models that include a hybrid
open architecture platform, independent registered status, and a W2
advisor model. The platform provides a variety of custody and
clearing firms to accommodate the unique business needs of
advisors.
Craig Gould, President of
Wentworth Management Services and expected to be President of Binah
Capital, said, "The creation of Binah marks another milestone for
the company and supports our vision of serving as the wealth
management industry's best-in-class broker-dealer platform for
financial advisors. By combining forces with KWAC, our organization
will have access to the public equity markets, which we anticipate
will provide capital to fund future growth initiatives and
operational enhancements."
The terms of the merger agreement provide that all Wentworth's
shareholders are maintaining their ownership positions in the
company and will receive no cash proceeds. Shareholders stand to
benefit from the merger as part of a long-term value creation
strategy focused on future acquisitions and an enhanced strategic
position in the independent space.
KWAC Sees Further Opportunities in Fragmented Sector
Gary Wilder, Executive Chairman
of KWAC, said, "The $29.1 trillion
U.S. wealth management industry is poised for its next chapter of
aggressive growth, and firms making the right choice at the right
time are aligning themselves with the strongest option available in
a globally fragmented sector ripe for consolidation."
"The creation of Binah Capital Group between Wentworth and KWAC
prepares Wentworth's network of advisors for the positive macro
tailwinds in the wealth management space. At the same time, KWAC's
team– who are widely recognized wealth management industry leaders
– are excited to work with Craig and his exceptional team on
capturing the multiple growth opportunities ahead for our combined
company."
Michael Nessim, CEO of KWAC,
said, "We're excited to create Binah Capital Group, a firm with a
national scale and footprint that is well-positioned to succeed in
a fast-evolving wealth management industry landscape. This
transaction underscores the importance for wealth management firms
to align themselves with organizations that have truly global
reach, resources and expertise to accelerate their continued growth
and make the most of multiple opportunities that industry, market
and economic trends are creating. We're pleased to have supported
this transaction and look forward to all that we can achieve
together going forward."
Key Transaction Terms
The business combination is projected to generate gross cash
proceeds of approximately $30
million, assuming no redemptions of cash in trust and an
anticipated $15 million capital
raise, which will be used to pay transaction expenses and provide
growth capital for the business. The implied pro forma equity value
of the combined company is expected to be approximately
$165 million, with a pro forma
enterprise value of approximately $208
million.
The transaction is expected to close in the fourth quarter of
2022, subject to customary closing requirements, including the
approval of KWAC and Wentworth shareholders and regulatory
review.
Oppenheimer & Co. is serving as financial advisor to
Kingswood Acquisition Corp., with SPAC Advisory Partners serving as
capital markets advisor. Shearman and Sterling is serving as legal
advisor to Kingswood Acquisition Corp.
McDermott Will & Emery LLP is
serving as legal counsel to Wentworth Management Services LLC.
About Wentworth Management Services LLC
Wentworth is a holding company that acquires and manages
businesses in the wealth management industry. The company
specializes in consolidating independent broker-dealers to capture
economies of scale needed to service financial advisors in today's
technology-enabled regulatory environment. Wentworth's core
philosophy focuses on building long-term, productive relationships
with its advisor base. The firm also includes a dealer manager
business, investment banking division and a wholesale distribution
division.
About Kingswood Acquisition Corp.
Kingswood Acquisition Corp. ("KWAC") is a blank check company
incorporated under the laws of the State
of Delaware on July 27, 2020,
for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
similar business combination with one or more businesses.
Additional Information
In connection with the business combination, Binah Capital
Group, Inc. ("Holdings") intends to file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4 that will include a proxy statement for the stockholders of
Kingswood that also constitutes a prospectus of Holdings. Kingswood
urges 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 Kingswood, Holdings,
Wentworth, and the business combination. 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 Kingswood as of a record date to
be established for voting on the business combination. Stockholders
will also be able to obtain a copy of the proxy
statement/prospectus, without charge by directing a request to:
Kingswood Acquisition Corp., 17 Battery Place, Room 625,
New York, NY 10004. 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
Kingswood, Holdings, Wentworth and their respective directors
and executive officers may be considered participants in the
solicitation of proxies with respect to the business combination
under the rules of the SEC. Information about the directors and
executive officers of Kingswood is set forth in Kingswood's
Prospectus relating to its initial public offering (the "IPO
Prospectus"), which was filed with the SEC on November 23, 2020. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the stockholders in connection with the
business combination will be set forth in the 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
The disclosures herein is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities
or in respect of the business combination and shall not constitute
an offer to sell or a solicitation of an offer to buy the
securities of Kingswood, Holdings or Wentworth, 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 definitive prospectus meeting the requirements of the
Securities Act.
Forward-Looking Statements
Certain statements made in this release contain forward-looking
statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995,
including statements about the parties' ability to close the
business combination, the anticipated benefits of the business
combination, and the financial condition, results of operations,
earnings outlook and prospects of Kingswood and/or Wentworth and
may include statements for the period following the consummation of
the business combination. In addition, any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements are
typically identified by words such as "plan," "believe," "expect,"
"anticipate," "intend," "outlook," "estimate," "forecast,"
"project," "continue," "could," "may," "might," "possible,"
"potential," "predict," "should," "would" and other similar words
and expressions, but the absence of these words does not mean that
a statement is not forward-looking.
The forward-looking statements are based on the current
expectations of the management of Kingswood and Wentworth as
applicable and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of
the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include,
but are not limited to those discussed and identified in public
filings made with the SEC by Kingswood and the following:
- expectations regarding Wentworth's strategies and future
financial performance, including its future business plans or
objectives, prospective performance and opportunities and
competitors, revenues, products and services, pricing, operating
expenses, market trends, liquidity, cash flows and uses of cash,
capital expenditures, and Wentworth's ability to invest in growth
initiatives and pursue acquisition opportunities;
- the implementation, market acceptance and success of
Wentworth's business model and growth strategy;
- Wentworth's future capital requirements and sources and uses of
cash;
- Wentworth's ability to obtain funding for its operations and
future growth;
- developments and projections relating to Wentworth's
competitors and industry;
- the occurrence of any event, change or other circumstances that
could give rise to the termination of the business
combination;
- the outcome of any legal proceedings that may be instituted
against Kingswood or Wentworth following announcement of the
business combination;
- the inability to complete the business combination due to,
among other things, the failure to obtain Kingswood stockholder
approval or Kingswood's inability to obtain the financing necessary
to consummate the business combination;
- the risk that the announcement and consummation of the business
combination disrupts Kingswood's current plans;
- the ability to recognize the anticipated benefits of the
business combination;
- unexpected costs related to the business combination;
- the amount of any redemptions by existing holders of Kingswood
common stock being greater than expected;
- limited liquidity and trading of Kingswood's securities;
- geopolitical risk, war, and changes in applicable laws or
regulations;
- the possibility that Kingswood and/or Wentworth may be
adversely affected by other economic, business, and/or competitive
factors;
- operational risk;
- risk that the COVID-19 pandemic, and local, state, and federal
responses to addressing the pandemic may have an adverse effect on
our business operations, as well as our financial condition and
results of operations; and
- the risks that the consummation of the business combination is
substantially delayed or does not occur.
Should one or more of these risks or uncertainties materialize
or should any of the assumptions made by the management of
Kingswood and Wentworth prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements.
All subsequent written and oral forward-looking statements
concerning the business combination or other matters addressed in
this release and attributable to Kingswood, Wentworth or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this release.
Except to the extent required by applicable law or regulation,
Kingswood and Wentworth undertake no obligation to update these
forward-looking statements to reflect events or circumstances after
the date of release to reflect the occurrence of unanticipated
events.
Media Contacts
Donald
Cutler or Elizabeth Shim
Haven Tower Group
424 317 4864 or 424 317 4861
dcutler@haventower.com or eshim@haventower.com
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SOURCE Kingswood Acquisition Corp.
