Winston & Strawn advised Founder SPAC, while Gibson, Dunn & Crutcher advised Rubicon on the deal. Founder SPAC (“Founder”) (Nasdaq: FOUN), a publicly-traded special purpose acquisition […]

Founder SPAC’s Merger with Rubicon Technologies

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Dec 17, 2021
EXINGTON, Ky. --  Rubicon® (or the “Company”) , a certified B-Corporation and innovative software platform that provides smart waste and recycling solutions for businesses and governments worldwide, and Founder SPAC (“Founder”) (Nasdaq: FOUN), a publicly-traded special purpose acquisition company, announced today a definitive agreement that will result in Rubicon becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Rubicon Technologies and be listed on the New York Stock Exchange under the new ticker symbol “RBT.” The company will continue to be based in Lexington, Kentucky, and led by Nate Morris, Founder and Chief Executive Officer of Rubicon, and other key executive leadership. Leading Technology Company in Waste and Recycling Innovation
Founded in 2008, Rubicon is the world’s largest digital marketplace for waste and recycling, and a global leader in providing cloud-based waste and recycling solutions to businesses and governments. As the digital challenger to status quo waste companies, the company has developed and commercialized proven, cutting-edge software that brings transparency and environmental innovation to the waste and recycling industry, enabling customers to make data-driven decisions that lead to more efficient and effective operations and yields more sustainable outcomes. Using proprietary technology in Machine Learning, Artificial Intelligence (AI), computer vision, and Industrial Internet of Things (IoT), for which the company has secured more than 50 U.S. and international patents, Rubicon has built the world’s leading technology platform aimed at modernizing the centuries-old $2.1 trillion global waste and recycling industry. Fast Company named Rubicon to its annual list of the “World’s Most Innovative Companies” for 2021. Through its suite of cutting-edge software solutions, Rubicon has driven innovation in one of the business world’s toughest industries, reimagined the customer experience, and empowered a wide range of customers, from small businesses to Fortune 500 companies, to municipal and city agencies, to optimize their waste handling and recycling programs. The implementation of Rubicon’s solutions enables customers to find significant economic value in their physical waste streams by improving business processes, reducing costs, and saving energy while helping those customers confidently execute their sustainability goals. Rubicon’s long-term recurring revenue streams, low customer churn rate, triple-digit net revenue retention rate, and impressive growth trajectory since inception distinguish the company as the global leader in optimizing the waste and recycling industry. Annual revenues validate the inherent value of Rubicon’s solutions which are expected to exceed $577 million in 2021, with an enviable roster of Blue-Chip customers, including corporations such as Apple, Walmart, Starbucks, Chipotle, and FedEx, as well as major U.S. city governments including Kansas City, MO, Baltimore, MD, and Columbus, OH. Management Commentary
Nate Morris, Founder and Chief Executive Officer of Rubicon commented, “Historically, waste has been an overlooked issue but in Rubicon we have built a different kind of company, one that has sought to address the entrenched shortcomings of the industry and bring the issue of waste into the public consciousness. As a Lexington, Kentucky-based company, our proven track record of environmental innovation shows that transformational ideas can come from anywhere, and demonstrates the power of forward-thinking businesses to drive positive change in our world. This transaction reflects a transformative step in our company’s long, successful track record. While the waste and recycling category is highly resilient, it is ripe for improvements in efficiency and sustainability, and the successful execution of our growth strategy will help propel the industry into the current age of digitization while facilitating the broader sustainability goals of customers and communities around the world. In doing so, we are creating a new standard for the waste and recycling category.”  
Osman Ahmed, Chief Executive Officer of Founder SPAC, said, “Our main thesis with Founder SPAC was to partner with an iconic company enabling digital transformation in a significant end market. We are pleased to have found that partner in Rubicon, who is transforming a multi trillion-dollar industry which has remained essentially unchanged for centuries. Nate is a visionary CEO who has driven innovation in one of the toughest categories in the business world, delivering value to Rubicon’s hauling and recycling partners and the customers they serve. Under his leadership, Rubicon has achieved significant scale with marquee customers while delivering industry-leading growth, strong customer retention, and a clear path to profitability. We at Founder SPAC are excited to partner with Rubicon as it continues to build on its impressive growth trajectory as a public company.”
Financial Scale with Track Record of Rapid Growth
Since Rubicon’s inception in 2008, the company grew to over $500 million in annual revenues in 2020. The company has built an extensive network of more than 8,000 hauling and recycling partners and more than 8 million worldwide service locations. Rubicon expects to increase growth in the coming years as the company’s international markets expand and new customers are added to existing markets. Rubicon’s rapid expansion strategy has been executed in conjunction with a disciplined focus on operational efficiency and cost controls. Continued margin expansion is expected to accompany further growth at Rubicon as it realizes improved economies of scale, increased supplier density, and growth in its higher-margin SaaS products. Transaction Overview
The business combination values Rubicon at an implied $1.7 billion pro forma enterprise value, at a price of $10.00 per share, assuming no redemptions by Founder SPAC shareholders. The boards of directors of Founder SPAC and Rubicon have approved the proposed transaction, which is expected to be completed in the second quarter of 2022, subject to, among other things, the approval by Founder SPAC’s stockholders and satisfaction or waiver of other customary closing conditions. The transaction will result in gross proceeds of approximately $432 million to Rubicon (assuming no redemptions and prior to the payment of transaction expenses), including a $111 million fully committed PIPE, anchored by Palantir Technologies, the New Zealand Super Fund, and Rodina Capital. 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 Founder SPAC with the Securities and Exchange Commission and available at  https://www.sec.gov/ . Advisors
Moelis & Company LLC is serving as exclusive financial advisor to Founder SPAC. Cohen & Company Capital Markets a division of J.V.B. Financial Group, LLC is serving as financial advisor to Rubicon. Cohen & Company Capital Markets and Moelis & Company LLC are serving as placement agents to Founder SPAC. Jefferies LLC is serving as exclusive capital markets advisor to Founder SPAC. Winston & Strawn, LLP is serving as legal advisor to Founder SPAC. Gibson, Dunn & Crutcher LLP is serving as legal advisor to Rubicon. Investor Conference Call Information
Rubicon and Founder SPAC will host a joint investor conference call at 8:30 AM ET today, December 16, 2021, to discuss the proposed transaction. To listen to the prepared remarks via telephone, dial 1-877-407-3982 (U.S.) or 1-201-493-6780 (International), and an operator will assist you. A telephone replay will be available at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International), passcode: 13725606, through December 30, 2021 at 11:59 PM ET. A transcript of this conference call can also be found on Rubicon’s Investor page and will be filed by Founder SPAC with the SEC. About Rubicon
Rubicon is a Lexington, Kentucky-based software platform that provides innovative waste and recycling solutions for businesses and governments worldwide. Using technology to drive environmental innovation, the company helps turn businesses into more sustainable enterprises and neighborhoods into greener and smarter places to live and work. Rubicon’s mission is to end waste. It helps its partners find economic value in their waste streams and confidently execute their sustainability goals. Learn more at  Rubicon.com . About Founder SPAC
Founder SPAC is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. While Founder is not limited to a particular industry or geographic region, the company focuses on businesses within the technology sector, with a specific focus on the theme of Digital Transformation. Founder SPAC is led by CEO Osman Ahmed, CFO Manpreet Singh, and Executive Chairman Hassan Ahmed. The Company’s independent directors include Jack Selby, Steve Papa, Allen Salmasi, and Rob Theis. Sponsor and advisor Nikhil Kalghatgi, leads the Company’s advisory board.

Rubicon to Go Public Through Merger With Founder SPAC

Rubicon merges with Founder SPAC
The company will be named Rubicon Technologies and continue to operate in Lexington, Kentucky. Rubicon, a waste and recycling solutions company based in Lexington, Kentucky, plans to merge with Founder SPAC , a Houston-based special purpose acquisition company. The combined company will be named Rubicon Technologies and be traded publicly on the New York Stock Exchange. The company says it will continue to operate in Lexington. Nate Morris, founder and CEO of Rubicon, will continue to lead the company. “While the waste and recycling category is highly resilient, it is ripe for improvements in efficiency and sustainability,” Morris says. “The successful execution of our growth strategy will help propel the industry into the current age of digitization while facilitating the broader sustainability goals of customers and communities around the world. In doing so, we are creating a new standard for the waste and recycling category.”
According to a news release from Rubicon , the business combination values it at an implied $1.7 billion pro forma enterprise value, for $10 per share, assuming no redemptions by Founder SPAC shareholders. The merger is expected to be complete in the second quarter of 2022. Rubicon expects to reach $577 million in revenue and $45 million in net revenue for 2021. For 2022, the company expects to reach $736 million in revenue and $77 million in net revenue, according to an investor presentation given earlier this month. The company projects overall revenue could reach $1.5 billion by the end of 2024. Pittsburgh-based AMG Resources Corp. has acquired the business of Strauss Industries Inc., which AMG calls the largest and oldest scrap metal recycler in West Virginia. Strauss Industries operates facilities in Weirton, Benwood and Wheeling, West Virginia, plus another in West Alexander, Pennsylvania, through its subsidiaries Automatic Recycling Inc., Herman Strauss Inc. and Strauss Automotive. AMG describes Strauss’ collective operations as including “a proprietary nuggetizer that produces the industry’s highest quality” coolant scrap, aluminum deox and other specialty scrap grades; the largest auto shredding facility in West Virginia (Automatic Recycling); a barge-loading facility on the Ohio River from which scrap is shipped to downriver markets; shearing, baling and torching operations and; a self-service recycled auto parts retail business (Straus Automotive). “Strauss’s existing businesses will be a great complement to AMG Resources given our focus on producing high-quality, known-chemistry scrap products and our strong existing presence in the Ohio Valley market,” says Eric Goldstein, president of AMG Resources. “Strauss’s barge-loading capabilities will also provide greater opportunities for AMG Resources to supply customers via the river and will supplement our sizeable private railcar fleet.”
 AMG Resources and its affiliates operate 20 scrap processing facilities and 17 commercial offices in the United States, in addition to operations in Europe. The company says it has “a particularly strong footprint” in the Ohio Valley region, with nine ferrous and nonferrous scrap-processing operations in western Pennsylvania, eastern Ohio and northern West Virginia. The transaction marks the second auto shredding plant changing hands this week, following an earlier announcement  by Sims Metal that it has acquired Atlantic Recycling Group, which operates a shredder in Baltimore. This year has seen numerous auto shredders change hands beyond the two this week, including acquisitions  by Cincinnati-based David J. Joseph Co.; the sale of PSC Metals  to California-based SA Recycling; and the purchase of Detroit-based Ferrous Processing & Trading (FPT) by steelmaker Cleveland-Cliffs. More than 450 sanitation workers who are members of Teamsters Local 396 and employed by Phoenix-based Republic Services’ waste hauling yards in Anaheim and Huntington Beach, California, ratified new collective bargaining agreements after striking for seven days to protest Republic’s violations of federal labor laws that protect workers’ rights. According to a news release from the International Brotherhood of Teamsters, the two contracts will cover workers through 2025 and include wage increases among other improvements. “I want to applaud these determined workers for standing strong the past week,” says Ron Herrera, secretary-treasurer of Local 396. “These two contracts were made all the stronger because workers decided to take their future into their own hands.”
During that strike, five striking members of Local 396 extended the picket line by traveling to Republic’s hauling yard in New Orleans and putting up a picket there. Other striking workers extended the picket line to Republic’s recycling facility in Anaheim. However, Teamsters reports that Republic workers at both locations—members of Teamsters Local 270 and 952, respectively—refused to cross Local 396’s picket line. While that agreement has been resolved, more than 250 workers who are members of Local 542 at Republic Services in San Diego have gone on strike to demand the company negotiate a fair contact. Teamsters reports that the strike in San Diego is one of several other contracts that it is currently negotiating in the U.S. According to Teamsters , its members who work for Republic Services are in negotiations for new contracts with the company in eight locations—San Diego; San Francisco; Stockton, California; San Jose, California; Richmond, California; Seattle; Pittsburgh; and New Orleans. Members of Teamsters Local 270 in New Orleans had recently been on strike for three days in November to protest Republic’s violations of federal labor laws. “It took a seven-day strike with two extensions to get the company to promise to stop breaking the law and bargain fair contracts in Orange County,” says Chuck Stiles, director of the Teamsters Solid Waste & Recycling Division. “If Republic keeps violating the law and abusing its workers, I expect we’ll see more labor actions in other locations, as we saw this morning in San Diego.”
Recycling Today reached out to Republic Services for comments on the strikes. The company reports that it "is pleased that we were able to reach agreements for new contracts with the union that represents our Orange County employees. " 
The company continues, "We take pride in providing all of our employees a total rewards package that includes competitive wages and comprehensive benefits. We have resumed service in our Orange County communities, and we are grateful to our municipal partners for their patience during this work stoppage. Unfortunately, the same union has orchestrated a work stoppage today at some San Diego County Republic sites, and trash and recycling service is temporarily delayed in some areas. This work stoppage is occurring as the company and the union have been negotiating a renewal of the contract covering our union-represented employees in San Diego County. Republic respects the rights of our employees to engage in the collective bargaining process, and we continue to negotiate in good faith to achieve fair and competitive labor contracts."  
The National Waste & Recycling Association ( NWRA ), Arlington, Virginia, has sent a letter to Senate Finance Chairman Sen. Ron Wyden urging him to oppose changes to the tax code. Sen. Wyden has released a set of proposals that would change tax policies for pass-through entities contained in Subchapter K of the Internal Revenue Code, which applies to partnerships. “The proposed changes to current tax policies would act as a drag on the economy by creating uncertainty and complexity for millions of businesses in America,” says Darrell Smith, president and CEO of the NWRA. “We urge Chairman Wyden and his colleagues to oppose these changes and exclude them from the final version of the reconciliation package.”
The partnership structure is a long-standing construct used by individuals, companies and research institutions to pool capital resources with expertise to provide goods and services demanded by the market. They are flexible arrangements that allow taxpayers to bring resources together in ways that maximize synergies to best compete in the modern economy. Finland-based Valmet Oyj says it has been selected by France-based VPK to equip a paper machine grade conversion rebuild at VPK’s Alizay mill in France. Startup of the rebuilt line has been scheduled for the end of 2022. The project, announced in October, calls for a paper machine that currently produces fine paper grades to be rebuilt to produce recycled-content lightweight containerboard grades. VPK says the project supports its plans “for long-term sustainable development in circular economy. “We have excellent relations with VPK Group from earlier projects, for example Blue Paper's grade conversion rebuild in France,” says Markus Laitila, director of large projects at Valmet. “I felt we were able to adapt well to the customer’s needs in this project as well: as the machine in question is familiar to us, we were able to offer proven and reliable technical solutions that fulfilled the requirements cost-efficiently.”
Valmet’s grade conversion delivery will include a flow system, modifications to the headbox, a shoe and blade technology upgrade in the forming section and a new OptiPress Center press section to improve drying and runnability, says the technology provider. The drying section will be updated and the delivery also will include “an extensive air systems upgrade [and] improvements in the automation system, including machine control systems, sectional drive control systems, quality management systems, process control systems and a paper machine clothing package,” says Valmet. The board machine will produce fluting and testliner grades at up to 1,300 meters (4,265 feet) per minute with an annual capacity of 450,000 metric tons. Belgium-based VPK Group acquired the Alizay mill in Normandy, France, from the Double A company in June of this year. VPK Group produces recycled-content paper, corrugated cardboard packaging, solid board packaging and cores. The company has three paper mills, nine corrugated box plants and one core winding plant in France.

Rubicon merges with Founder SPAC

Rubicon merges with Founder SPAC
The company will be named Rubicon Technologies and continue to operate in Lexington, Kentucky. Rubicon, a waste and recycling solutions company based in Lexington, Kentucky, plans to merge with Founder SPAC , a Houston-based special purpose acquisition company. The combined company will be named Rubicon Technologies and be traded publicly on the New York Stock Exchange. The company says it will continue to operate in Lexington. Nate Morris, founder and CEO of Rubicon, will continue to lead the company. “While the waste and recycling category is highly resilient, it is ripe for improvements in efficiency and sustainability,” Morris says. “The successful execution of our growth strategy will help propel the industry into the current age of digitization while facilitating the broader sustainability goals of customers and communities around the world. In doing so, we are creating a new standard for the waste and recycling category.”
According to a news release from Rubicon , the business combination values it at an implied $1.7 billion pro forma enterprise value, for $10 per share, assuming no redemptions by Founder SPAC shareholders. The merger is expected to be complete in the second quarter of 2022. Rubicon expects to reach $577 million in revenue and $45 million in net revenue for 2021. For 2022, the company expects to reach $736 million in revenue and $77 million in net revenue, according to an investor presentation given earlier this month. The company projects overall revenue could reach $1.5 billion by the end of 2024. More than 450 sanitation workers who are members of Teamsters Local 396 and employed by Phoenix-based Republic Services’ waste hauling yards in Anaheim and Huntington Beach, California, ratified new collective bargaining agreements after striking for seven days to protest Republic’s violations of federal labor laws that protect workers’ rights. According to a news release from the International Brotherhood of Teamsters, the two contracts will cover workers through 2025 and include wage increases among other improvements. “I want to applaud these determined workers for standing strong the past week,” says Ron Herrera, secretary-treasurer of Local 396. “These two contracts were made all the stronger because workers decided to take their future into their own hands.”
During that strike, five striking members of Local 396 extended the picket line by traveling to Republic’s hauling yard in New Orleans and putting up a picket there. Other striking workers extended the picket line to Republic’s recycling facility in Anaheim. However, Teamsters reports that Republic workers at both locations—members of Teamsters Local 270 and 952, respectively—refused to cross Local 396’s picket line. While that agreement has been resolved, more than 250 workers who are members of Local 542 at Republic Services in San Diego have gone on strike to demand the company negotiate a fair contact. Teamsters reports that the strike in San Diego is one of several other contracts that it is currently negotiating in the U.S. According to Teamsters , its members who work for Republic Services are in negotiations for new contracts with the company in eight locations—San Diego; San Francisco; Stockton, California; San Jose, California; Richmond, California; Seattle; Pittsburgh; and New Orleans. Members of Teamsters Local 270 in New Orleans had recently been on strike for three days in November to protest Republic’s violations of federal labor laws. “It took a seven-day strike with two extensions to get the company to promise to stop breaking the law and bargain fair contracts in Orange County,” says Chuck Stiles, director of the Teamsters Solid Waste & Recycling Division. “If Republic keeps violating the law and abusing its workers, I expect we’ll see more labor actions in other locations, as we saw this morning in San Diego.”
Recycling Today reached out to Republic Services for comments on the strikes. The company reports that it "is pleased that we were able to reach agreements for new contracts with the union that represents our Orange County employees. " 
The company continues, "We take pride in providing all of our employees a total rewards package that includes competitive wages and comprehensive benefits. We have resumed service in our Orange County communities, and we are grateful to our municipal partners for their patience during this work stoppage. Unfortunately, the same union has orchestrated a work stoppage today at some San Diego County Republic sites, and trash and recycling service is temporarily delayed in some areas. This work stoppage is occurring as the company and the union have been negotiating a renewal of the contract covering our union-represented employees in San Diego County. Republic respects the rights of our employees to engage in the collective bargaining process, and we continue to negotiate in good faith to achieve fair and competitive labor contracts."  
The National Waste & Recycling Association ( NWRA ), Arlington, Virginia, has sent a letter to Senate Finance Chairman Sen. Ron Wyden urging him to oppose changes to the tax code. Sen. Wyden has released a set of proposals that would change tax policies for pass-through entities contained in Subchapter K of the Internal Revenue Code, which applies to partnerships. “The proposed changes to current tax policies would act as a drag on the economy by creating uncertainty and complexity for millions of businesses in America,” says Darrell Smith, president and CEO of the NWRA. “We urge Chairman Wyden and his colleagues to oppose these changes and exclude them from the final version of the reconciliation package.”
The partnership structure is a long-standing construct used by individuals, companies and research institutions to pool capital resources with expertise to provide goods and services demanded by the market. They are flexible arrangements that allow taxpayers to bring resources together in ways that maximize synergies to best compete in the modern economy. Ohio Attorney General Dave Yost has filed a complaint on Evans Landscaping, a landscaping company based in Anderson, Ohio. The company is accused of open dumping of solid waste and illegal disposal of construction and demolition debris at three facilities in Hamilton County, Ohio, since at least 2014, according to reports from WCPO-TV Cincinnati. Prosecutors handling the case accuse the company and owner Doug Evans of illegal dumping at three sites in Anderson Township, according to court records. “Defendants have been aware of the majority of these violations for over five years and have not corrected them,” the prosecutor’s complaint states. “Since 2014, the Hamilton County General Health District conducted over 20 compliance inspections at the sites, issued 17 notice of violation letters to defendants and met with defendants on numerous occasions to try to resolve the solid waste and construction and demolition debris violations at their sites.”
Evans could be fined up to $10,000 per day for the alleged violations, according to the complaint. This isn’t the first time Evans has faced legal issues. In 2014, he had to pay $300,000 in fines to settle a complaint with the Ohio Environmental Protection Agency over air pollution violations and had to lead a tree-planting project to serve as a windbreak for the dust emissions produced at the company’s operations in Hamilton and Clermont counties. The total cost of the project was $100,000. In 2018, Evans was convicted of using a shell company to win millions in state and government demolition contracts during the recession meant for minority and small businesses. He served about two years in prison, according to a report from WCPO-TV.

Rubicon Technologies, the Market-Leading Innovator in Software-Based Smart Waste and Recycling Solutions, to Go Public Through Merger With Founder SPAC

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Founder SPAC (NASDAQ: FOUNU) is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.

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