Kingswood Acquisition Pushes Back Wentworth Vote by 3 Weeks

Kingswood Acquisition said its shareholders yesterday voted to postpone consideration of the proposed merger with Wentworth Management Services until March 15. Yesterday’s meeting was originally called to vote on the deal itself. The target is a broker-dealer aggregator.

Kingswood held just under $6.3 million in trust as of Feb. 9, according to a proxy filing. The deal also has the support of a $14.4 million PIPE plus 1.1 million sponsor shares that would be placed into escrow.

Kingswood’s completion deadline had been tomorrow.

Wentworth owns and operates 10 entities, four of which are broker-dealers, three of which are registered investment advisors, and three of which are insurance entities. Affiliated financial advisors have the optionality to choose from operating models that include a hybrid open architecture platform, independent registered status, and a W2 advisor model. The platform provides a variety of custody and clearing firms to accommodate the unique business needs of advisors.

If approved,  upon completion of the deal, the SPAC’s former stockholders will own approximately 21.1% of the outstanding shares and Wentworth’s former securityholders will own 78.9% 

At deal announcement in July 2022, the combined entity was expected to encompass over 1,900 advisors, $25 billion AUM and over $285 billion in affiliated AUM.

The implied pro forma equity value of the combined company was cited at approximately $165 million, with a pro forma enterprise value of approximately $208 million. Read more.

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