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Monroe Capital LLC ("Monroe Capital" or "Sponsor") today announced AdTheorent, Inc. ("AdTheorent") and MCAP Acquisition Corporation (NASDAQ:MACQ) ("MCAP"), a publicly-traded special purpose acquisition company, have entered into a definitive business combination agreement in which AdTheorent will be merged with MCAP. MCAP is sponsored by an affiliate of Monroe Capital LLC.Upon closing of the transaction, the combined company will be named AdTheorent, Inc. and it is expected to remain listed on the NASDAQ Capital Markets.
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 AdTheorent executive team, led by Chief Executive Officer Jim Lawson, will continue to execute the growth and strategy for the company.
The business combination values AdTheorent at a $775 million enterprise value and at a pro forma market capitalization of approximately $1 billion, assuming a $10.00 per share price and no redemptions by MCAP stockholders. The transaction includes an oversubscribed and upsized $121.5 million fully committed common stock PIPE anchored by top-tier institutional and strategic investors including Hana Financial Group and Monroe Capital and/or one or more of its affiliates, along with Palantir Technologies.
The Boards of Directors of both MCAP and AdTheorent have unanimously approved the transaction. Completion of the proposed transaction is subject to approval of MCAP stockholders and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in Q4 2021.
Theodore Koenig, Chairman and Chief Executive Officer of MCAP, commented, "AdTheorent's machine learning advertising technology platform positions the company to continue to take market share in a large and rapidly growing market as consumers, regulators, and corporations alike increasingly demand advertisers shift away from outdated and less effective competitors that rely on harvesting the personal data of consumers."
Zia Uddin, Co-President of MCAP, added, "The ability to deliver a superior ROI to the world's largest brands with a product focused on privacy provides a clear path to continuing AdTheorent's compelling combination of high growth and profitability. We are delighted to announce this business combination, which we expect to accelerate the company's growth and create value for MCAP stockholders."
MCAP is the third SPAC in which Monroe has participated as a sponsor. In 2018, Monroe co-sponsored Thunder Bridge Acquisition, Ltd. and supported its successful business combination with Repay Holdings Corporation (NASDAQ:RPAY). In 2019, Monroe co-sponsored Thunder Bridge Acquisition, Ltd. II and supported its successful business combination with indie Semiconductor (NASDAQ:INDI).
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by MCAP with the Securities and Exchange Commission and will be available at www.sec.gov.
