New York, May 7, 2024–(BUSINESS WIRE)–Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of technology solutions for waste, recycling and fleet operations, announced today that announced that it had sold its shares in the company. The company sold its fleet technology business and issued Rubicon convertible preferred stock to Florida-based private investment firm Rodina Capital in a transaction totaling $94.2 million. This includes upfront cash and earn-out consideration of $74.2 million. Issues $20 million of convertible preferred stock in 2024. The Independent Special Committee of the Rubicon Board of Directors and the Rubicon Board of Directors approved the transaction.
These transactions are transformational for the company, ensuring the long-term viability of Rubicon, improving our balance sheet by reducing debt and providing additional liquidity, and enabling us to quickly achieve our business objectives. achievement, accelerate profitability initiatives in the short term, and enable continued business continuity. long-term growth trajectory. Importantly, this marks a return to Rubicon’s core principles: a business centered on the customer-focused approach that has contributed to the company’s growth from the beginning. This strategic move underscores Rubicon’s dedication to his RUBICONConnect™ product, which serves commercial waste generators ranging from small businesses to Fortune 500 companies. Many of our commercial customers look to Rubicon to help them achieve their sustainability goals with customized zero waste and circular economy solutions, including through our recently launched Technology Advisory Services (TAS). Masu. The sale and new funds will be used to improve service and strengthen Rubicon’s long-standing relationships with his more than 8,000 vendor and carrier partners, 90% of whom are small, independent businesses.
“Through these transactions, Rubicon has significantly strengthened its balance sheet and is now able to inject significant cash into its business to achieve its ambitious goals,” said Phil Rodoni, Rubicon’s CEO. said. “This is a transformational moment for Rubicon and is in line with our strategic vision to lead the industry by innovating and investing in sustainable practices that meet the evolving needs of both our carrier network and customer base. We will leverage this newfound financial agility to drive growth, strengthen our competitiveness and deliver exceptional value to both our shareholders and customers.”
“This is a transformational sale for Rubicon,” said Osman Ahmed, lead independent director of Rubicon’s board of directors. “This not only provides us with the financial strength we need to continue our aggressive growth plans, but also allows management to focus their time and efforts solely on Rubicon’s core business.”
Rubicon’s Fleet Technology division is a fast-growing SaaS technology business that powers critical large-scale fleet operations in more than 100 cities, including cities such as Houston, Phoenix, Miami, Atlanta, and Kansas City. Six of the top 10 cities by population use RUBICONSmartCity products to improve the safety and efficiency of core municipal operations and save taxpayers money.
The Fleet Technology business unit will now operate as a private software company under a new name, which will be announced shortly.
Connor Riffle, Rubicon’s senior vice president of smart cities, said: “This transaction allows us to focus on rapid growth, an incredible customer base, and cutting-edge innovation in the waste and recycling, snow removal, and street cleaning markets. We are a family office that takes a long-term view of business and financial resources.”
advisor
Winston & Strawn LLP served as Rubicon’s legal advisor and Cantor Fitzgerald & Co. served as Rubicon’s exclusive financial advisor during the transaction.
About Rubicon
Rubicon builds AI-enabled technology products and provides expert sustainability solutions to waste generators, fleet managers, and material processors to help them understand, manage, and reduce waste. As a mission-driven company, Rubicon helps customers improve operational efficiency, unlock economic value and achieve better environmental outcomes. For more information, please visit rubicon.com.
Forward-looking statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended. Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. As used in this press release, “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” The words “anticipate,” “anticipate,” the negative of such terms, and other similar expressions are intended to identify forward-looking statements, but all such It does not contain any identifying words. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. there is. These forward-looking statements are based on current expectations, estimates, projections and assumptions that, while believed by Rubicon and its management to be reasonable, are inherently uncertain. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: 1) the outcome of any legal proceedings that may be brought against Rubicon or others after the completion of the Business Combination; 2) Rubicon’s ability to continue to meet the listing standards of the New York Stock Exchange; 3) changes in applicable laws or regulations; 4) the possibility that Rubicon may be adversely affected by other economic, business and/or competitive factors; 5) Rubicon’s implementation of anticipated operational efficiency initiatives, cost reduction measures and financing arrangements; 6) as described in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of our Annual Report on Form 10-K for the year ended December 31, 2023 (filed March 28, 2023); and other risks and uncertainties. Securities and Exchange Commission (“SEC”) filed in 2024), an amended registration statement on Form S-3 filed with the SEC, and other documents Rubicon files with the SEC. Although Rubicon believes that the expectations reflected in the forward-looking statements are reasonable, nothing in this press release indicates that the forward-looking statements contained herein will be achieved; or should not be construed as a representation that such anticipated results will in any way be realized. Forward-looking statements are made. There may be additional risks that Rubicon is not currently aware of or that Rubicon currently believes to be immaterial that could cause actual results to differ from those contained in the forward-looking statements. There are many possibilities, many of which are beyond Rubicon’s control. You should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Rubicon undertakes no obligation, and expressly disclaims any obligation, to update these forward-looking statements, except as otherwise required by applicable law.
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contact address
Investor contact information:
alexandra clarke
Director of Finance and Investor Relations
alexandra.clark@rubicon.com
Media contact:
benjamin spall
Senior Manager of Corporate Communications
benjamin.spall@rubicon.com
