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Leo Berthier

leo.berthier@manda.co

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Managing Director, Head of Real Estate Investment Banking in France, Goldman Sachs

Emile Daher

M&amp;A REVIEW EUROPE: How did the idea of the AAC operation come about?Emile Daher: AAC is the first corporate SPAC in Europe. There were some precedents in the United States. One of them was set up at the initiative of Simon Property, the world leader in shopping centres. Goldman Sachs was the sole bookrunner. This corporate SPAC was launched in early 2021. We worked a lot with Simon Property to explore the market to test all the key principles of corporate SPACs with investors. How do you market the story? How do we stand out from „traditional“ SPACs? We asked ourselves many questions before setting up this SPAC. Simon Property‘s reasoning was very similar to Accor‘s. The SPAC provides the opportunity to invest in adjacent activities outside the core Simon vehicle. The group started this SPAC with five verticals that were not very far from those retained by AAC. Based on this unique experience, we approached Sebastien Bazin in early 2021 to suggest the creation of the same type of SPAC for Accor.Today, Accor cannot restrict itself to being a simple accommodation provider for its customers. The group must be a global provider of services around its core business. But its shareholders want the group – like other major global players in the industry – to be a pure player in the hotel management business. Sebastien Bazin replied to my email within a few minutes: “This is exactly what I want to do and I have already started thinking about it. Let‘s talk.” By building on the Simon Property experience, we were able to offer Accor a differentiated angle. For this transaction, Goldman Sachs mobilized its ECM team and its AEP (Alternative Equity Products) team, which specialises in SPACs. We also mobilized our US teams to provide colour on the Simon precedent. Once the management team for AAC was formed, we quickly moved into project mode.Our desire was to create the first corporate SPAC in Europe. This was important from a marketing point of view. The group wanted to show that it was at the forefront of new trends, both operationally and financially. Accor wanted to be able to convey this message to the market.M&amp;A REVIEW EUROPE: Accor is carrying out this operation at a time when the image of SPACs in the United States is deteriorating. How are you dealing with this situation?Emile Daher: From the beginning, we wanted to show investors that AAC is not a „standard“ SPAC, like many in the US. The goal was not to make a financial splash. This vehicle has a real industrial logic. This aspect was extremely well perceived by investors, some of whom even told us that this was the best SPAC story they had heard so far. Accor had a genuine reason to create this SPAC, just as there is a real logic for the potential targets to be associated with it.Another important point: Accor knows most of the potential targets well. The possibility of despacing is therefore much higher than with a financier. Accor is not doing the deal for the “promote” but because the group is convinced that it will add value to its customers and shareholders. It is above all an industrial logic.All the investors we spoke to clearly understood the nuance. The operation has been very well perceived by the market.As for SPACs in general, investors in the US are increasingly selective about opportunities and SPAC IPOs by financiers are more difficult than in the past. Corporate SPACs are affected to a lesser extent, and their industrial focus makes it much easier to succeed.Moreover, investors are now very receptive to the creation of SPACs in Europe, as a certain saturation has occurred in the US. However, their number remains limited and their size smaller than US SPACs.After the Simon Property and Accor deals, other corporate clients have approached us to discuss this. The typical client is a corporation that needs to get exposure to some activities adjacent to its core business, which applies well to retail property and hospitality. But it is not a magic solution for all sectors.M&amp;A REVIEW EUROPE: At what point did Accor start contacting potential targets?Emile Daher: Very early in the process, we organized long brainstorming sessions with Accor to come up with a list of potential targets. We had to find a certain number of targets that Accor agreed with. So we pooled all our ideas with Accor‘s, which allowed us to come up with a list of 50-60 targets in February, to which we applied a certain number of filters (size, suitability for the public markets, shareholder’s willingness to consider the operation etc.) to come up with a list of targets to be considered in priority.But there was no interaction with the targets before the announcement. The contacts started the day the operation was priced.M&amp;A REVIEW EUROPE: Is the 24-month period sufficient to despac?Emile Daher: If there is no despac after one year, investors start to doubt and might redeploy their capital in another SPAC.The two-year period is standard market practice. Accor does not see this transaction as a financial deal. AAC is willing to pay the right price because the operation will create synergies and value for Accor’s shareholders and those of the target. That is the advantage of a corporate SPAC, which can boost the growth of its target company. Financial SPACs do not have the same arguments.Nevertheless, no time should be wasted.M&amp;A REVIEW EUROPE: When you are approaching the end of the 24-month period, there is a certain pressure, a risk of making mistakes in the selection of the target. How do you deal with this situation?Emile Daher: That is one of the risks. The shareholders, as well as the sponsor, want to despac as fast as possible. The risk is that they want to move too fast. But when it is a corporate SPAC such as AAC, Accor cannot invest in an activity that has nothing to do with the group‘s core business, even if its financial exposure is limited. There is this double layer of protection: the SPAC shareholders and Accor’s shareholders.M&amp;A REVIEW EUROPE: Is there a risk for the target company to move too fast with its story?Emile Daher: Exactly. But it is also not in Accor‘s interest to have a company that does not trade well on the secondary market. AAC has to make sure that the company is mature enough to go public. That is an important filter.M&amp;A REVIEW EUROPE: What is the size of the target for AAC?Emile Daher: The target has to be large enough to be listed and to have some liquidity.M&amp;A REVIEW EUROPE: What geographical criteria are used to search for targets?Emile Daher: As a global sponsor, it does not matter to Accor where the target company is located. However, it is important that it has global scale-up potential. The target must be able to be transformed into a global brand that can be deployed in Accor hotels. However, the nationality of the potential target played a role in the choice of market in which to list AAC. Listing in the US would have been easier as the market is deeper and more mature. In our case, we had to do a lot of work with the AMF, Euronext, with lawyers ... because we had to establish a market practice. When we reviewed all the targets we identified, we asked ourselves each time what was the natural market for each of them. For most of our targets, it was Europe. It was more natural for a European target to be listed on Euronext Paris.We didn‘t think in terms of investors, because they are almost the same in France and the United States: SPACs are a global market. We were thinking in terms of the target.M&amp;A REVIEW EUROPE: Accor only owns 20% of the SPAC. Won‘t that limit the synergies?Emile Daher: Shareholders want to invest in pure players. In the context of a SPAC, the cash out for Accor can be extremely limited. The goal is not to make a big acquisition on Accor‘s balance sheet, especially in the current context.The idea of this corporate SPAC is to enter into partnership agreements with the target company. The synergy effects will be real. Accor will conduct several negotiations in parallel with the target company: a standard negotiation on the terms of the merger, another on corporate governance and finally a commercial negotiation. This is one of the specific features of the Corporate SPAC. Accor‘s goal is to establish partnerships, even if they are not exclusive, even before the closing of the despac transaction.M&amp;A REVIEW EUROPE: What was the AMF‘s attitude around this deal?Emile Daher: The AMF‘s attitude was very constructive. We talked to the AMF very early on in the process. We felt that France wanted to be part of this movement around SPACs that could boost the Paris market place. With the AMF, we never felt hindered in the slightest, but they asked a lot of questions. They learned from this at the same time as we did. The fact that SPAC Pegasus was listed in the Netherlands undoubtedly caused frustration in France. The AMF had a real desire for AAC to be listed in France.M&amp;A REVIEW EUROPE: Was there a Covid effect in this strategy?Emile Daher: Very minor. It was mainly a coincidence between a need on the Accor side and a market window for the SPAC product.However, it should be noted that targets may now be more receptive to this type of approach because they do not have the resources to expand on their own. For them, the operation can provide the capital and all the expertise of Accor to help expand. It is a way to team up with a leader.M&amp;A REVIEW EUROPE: What is your specific role after the IPO?Emile Daher: The banks receive part of their fees at the time of the IPO and another part after despacing. Today we are positioning ourselves as M&amp;A advisors to AAC to do the deal. But it all depends on the target. For an investment bank, SPAC-type mandates are valuable. They allow us to build a privileged relationship with the company‘s management from the beginning and then stay by its side during the expansion. But unlike some of our competitors, we are extremely selective. Goldman Sachs does not aspire to be the number one in SPAC IPOs. We want to be associated with SPACs that are successful. What matters to us is the performance of the SPAC we list, not their number.M&amp;A REVIEW EUROPE: Can we compare SPAC’s logic with that of private equity?Emile Daher: Many private equity funds have set up their SPAC. This is part of their investment strategy. However, this private equity logic does not apply to corporate SPACs.M&amp;A REVIEW EUROPE: Why is the reputation of its founders one of the key factors for the success of a SPAC?Emile Daher: When we launch a SPAC, we ask investors for a blank cheque. Investors sign up because they trust the founder, who has to be sufficiently credible for them to want to bet on his name. To start a SPAC, you have to have some legitimacy. On the other hand, friends &amp; family often represent an important component of SPACs‘ capital. In the case of AAC, however, we did not have much of a Friends &amp; Family effect, as it is a corporate SPAC set up at the initiative of a company rather than one or more individuals.M&amp;A REVIEW EUROPE: How do you assess the situation in the US SPAC market?Emile Daher: At the moment we are seeing an evolution of the model in the US: certain excesses are being corrected, some terms are being renegotiated, etc. The US has experienced a form of exuberance. The SPAC investor market can only accommodate a limited number of vehicles. Unlike the traditional IPO market, investors have to digest first. There will be a natural selection process, of course, especially among those who have not found a target. So the market will be purged, but there is no reason for it to disappear. Investors will be more selective in terms of industrial logic, hence the interest in corporate SPACs, and also on terms that will need to be adjusted.In the case of AAC, noone challenged us on the terms. We did not change any of the terms in our term sheet after the investor meetings. All the questions from investors were more focused on the target companies and the industrial logic of the transaction.M&amp;A REVIEW EUROPE: Will there be some kind of hype in Europe, like in the US?Emile Daher: In Europe, a number of SPACs are being actively contemplated (between 20 and 30). On its own scale, Europe should see a similar phenomenon as in the US. However, market practice in Europe is likely to be much more structured and healthy, which should naturally limit the number of SPACs.Many European players choose to list their SPACs in the US, where the market is deeper. For SPACs targeting technology companies, the US market is more natural as it offers more targets. The pool of suitable targets for a European listing is more limited.However, many US SPACs are now increasingly targeting European companies.M&amp;A REVIEW EUROPE: Could you introduce the Goldman Sachs SPAC team?Emile Daher: We started this initiative last year within our Equity Capital Markets team.It is a subset of the team that combines SPACs, private capital raisings (tech start-up raisings) and convertibles. In Europe, two Managing Directors in the ECM team co-lead this team: Céline Assouline and Lyle Schwartz.Based in London, this team is called AEP for Alternative Equity Products and has about ten employees. At the time of the IPO, these professionals work hand in hand with the „classic“ Equity Capital Markets team, in the case of AAC with the ECM France team.

01) Registered

“We felt that France wanted to play an active role in this movement around SPACs which could revitalize the Paris market place”