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Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Management evaluated events and transactions through the date of issuance of these financial statements. Based on management’s evaluation there are no events subsequent to June 30, 2024 that require adjustment to or disclosure in the consolidated financial statements, except as noted below.

Envoi Acquisition

On May 8, 2024, the Company entered into a purchase agreement to acquire substantially all the assets of Envoi, LLC (“Envoi”). The initial purchase price was approximately $25.2 million, and the transaction closed on July 1, 2024. Certain Envoi members are entitled to additional installment amounts over the next four years, calculated in accordance with revenue-based formulas.

Allianz

As previously disclosed, on July 31, 2024, the Company completed the sale to Allianz of (i) 140,000 shares of a newly created class of preferred stock designated Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”) and (ii) 19,318,580.96 shares of Class A Common Stock for an aggregate purchase price equal to $250 million (the “Allianz Closing”) and issued to Allianz warrants (the “Allianz Warrants”) to purchase 5,000,000 shares of Class A Common Stock.

In connection with the Allianz Closing, on July 31, 2024 the Company (i) adopted and filed with the Secretary of State of the State of Delaware (x) a certificate of designations for the Series A Preferred Stock setting forth the rights, preferences, privileges and restrictions applicable to the Series A Preferred Stock and (y) an amendment to the Company’s certificate of incorporation to authorize and designate the Company’s Class C Non-Voting Common Stock, par value $0.0001 per share (the “Non-Voting Common Stock”), which was previously approved by the Company’s shareholders, and (ii) entered into an Investor Rights Agreement with Allianz pursuant to which, among other items, Allianz will have the right to nominate two directors until such time as Allianz ceases to own at least 50% of the initial shares of Class A Common Stock acquired at the Allianz Closing.

Also in connection with the Allianz Closing, the Company and AlTi Global Capital, LLC, a wholly-owned subsidiary of the Company, entered into the Fourth Amended and Restated Limited Liability Company Agreement of AlTi Global Capital, LLC (the “Umbrella LLC Agreement”) to create preferred and common units of AlTi Global Capital, LLC that mirror the rights, preferences, privileges and restrictions applicable to the Series A Preferred Stock, which were issued at the Allianz Closing and the Company’s Non-Voting Common Stock, which may be issued in the future to Allianz. The Umbrella LLC Agreement was also amended to reflect the creation of preferred units of AlTi Global Capital, LLC that mirror the rights, preferences, privileges and restrictions applicable to the Series C Preferred Stock previously issued to Constellation.

Strategic Review of Real Estate Co-Investment and Fund Management Businesses

Concurrent with the closing of the investment from Allianz at the end of July 2024, management commenced a strategic review of the Real Estate Co-investment and Fund Management businesses. This review, which is expected to be completed prior to the end of the third quarter of 2024 will consider, among other things, an
assessment of the future strategy of these businesses, including whether any changes to our legal entity structure or composition of operating segments may be needed, consistent with any changes in business strategy that may be determined necessary. At the completion of this review, should it be concluded that changes will be made to our operating segments, this would likely require an assessment of the allocation and carrying value of goodwill reported in the Company’s updated operating segments. As part of such assessment, if it is determined that goodwill allocated to any updated operating segment is impaired, an impairment charge would be required to be recorded in the Company’s financial statements in the period such determination is made.

Fourth Amendment to the Credit Agreement

On August 5, 2024, the Company entered into the Fourth Amendment. The Fourth Amendment amends the Credit Agreement to permit the Company to utilize proceeds from any drawdowns on the revolving credit facility on certain “Permitted Acquisitions,” as defined in the Credit Agreement.