Form 425 Cartesian Growth Corp Filed by: Cartesian Growth Corp

September 20, 2021 7:20 AM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): September 20, 2021

 

Cartesian Growth Corporation

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-40103   N/A
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

505 Fifth Avenue, 15th Floor    
New York, New York   10017
(Address of principal executive offices)   (Zip Code)

 

(212) 461-6363

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one class A ordinary share and one-third of one Warrant   GLBLU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   GLBL   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   GLBLW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On September 20, 2021, Cartesian Growth Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “CGC”), Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Companies” and each a “Company”), jointly issued a press release announcing the execution of a business combination agreement (the “Agreement”) by and among CGC, Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub”), TWMH, the TIG Entities, Alvarium, and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”), pursuant to which, among other things, (i) prior to the closing of the Business Combination Agreement (the “Closing” and, the date on which the Closing occurs, the “Closing Date”), TWMH and the TIG Entities shall take, or cause to be taken, all actions necessary to implement a reorganization such that TWMH and the TIG Entities shall be wholly owned subsidiaries of Umbrella and Umbrella shall be owned solely by the members of TWMH, the members of TIG GP and the members of TIG MGMT (the “TWMH/TIG Entities Reorganization”); (ii) prior to the Closing, Alvarium will take, or cause to be taken, all actions necessary to implement a reorganization such that Alvarium will be the wholly owned indirect subsidiary of a newly formed Isle of Man entity (“Alvarium Topco”), and Alvarium Topco will be owned solely by the shareholders of Alvarium (the “Alvarium Reorganization”); (iii) on the business day prior to the Closing Date, CGC will domesticate as a corporation formed under the laws of the State of Delaware and deregister as an exempted company incorporated under the laws of the Cayman Islands (the “Domestication”), and each Class A ordinary share of CGC outstanding shall be converted into the right to receive one share of Class A common stock of CGC (the “Class A Shares”); (iv) at the Closing, TIG MGMT, TIG GP and Umbrella will enter into a distribution agreement, pursuant to which (a) TIG MGMT will distribute to Umbrella all of the issued and outstanding shares or partnership interests, as applicable, that it holds in each of its affiliated managers, and (b) TIG GP will distribute to Umbrella all of the issued and outstanding shares or interests that it holds in its affiliated manager; (v) at the Closing, each shareholder of Alvarium Topco will exchange his, her or its (a) ordinary shares of Alvarium Topco and (b) class A shares of Alvarium Topco for Class A Shares (the “Alvarium Exchange”) and upon the consummation of the Alvarium Exchange, Alvarium Topco will become a direct wholly-owned subsidiary of CGC; (vi) immediately following the effective time of the Alvarium Exchange, Umbrella Merger Sub will merge with and into Umbrella, with Umbrella surviving such merger as a direct subsidiary of CGC (the “Umbrella Merger”); (vii) at the Closing, following the Alvarium Exchange and the Umbrella Merger, CGC will contribute all of the issued and outstanding shares of Alvarium Topco that it holds to Umbrella (the “Alvarium Contribution”) and upon the consummation of the Alvarium Contribution, Alvarium Topco will become a wholly-owned subsidiary of Umbrella; and (viii) following the Closing, Alvarium Topco will be liquidated and Alvarium Holdings LLC (to be renamed Alvarium Tiedemann Holdings, LLC) will become the wholly owned direct subsidiary of Umbrella (such transactions, collectively, the “Business Combination”). Following the consummation of the Business Combination, CGC will be renamed “Alvarium Tiedemann Holdings, Inc.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be used by CGC in presentations for certain of CGC’s stockholders and other persons regarding the Business Combination.

 

The foregoing exhibits and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

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Item 8.01 Other Events.

 

The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

Additional Information and Where to Find It

 

In connection with the proposed Business Combination, CGC intends to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus of CGC, and after the registration statement is declared effective, CGC will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its stockholders. This Current Report on Form 8-K does not contain any information that should be considered by CGC’s stockholders concerning the proposed Business Combination and is not intended to constitute the basis of any voting or investment decision in respect of the Business Combination or the securities of CGC. CGC’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about CGC, the Companies and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of CGC as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Cartesian Growth Corporation, 505 Fifth Avenue, 15th Floor, New York, NY 10017.

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act. This Current Report on Form 8-K does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any private offering of securities in connection with the Business Combination (the “Securities”) will not be registered under the Securities Act, and will be offered as a private placement to a limited number of “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither CGC nor any Company is making an offer of the Securities in any state or jurisdiction where the offer is not permitted. 

 

Participants in the Solicitation

 

CGC, the Companies and their respective directors and executive officers may be deemed participants in the solicitation of proxies from CGC’s stockholders with respect to the proposed Business Combination. A list of the names of CGC’s directors and executive officers and a description of their interests in CGC is contained in CGC’s final prospectus relating to its initial public offering, dated February 23, 2021, which was filed with the SEC and is available free of charge at the SEC’s website at www.sec.gov, or by directing a request to Cartesian Growth Corporation, 505 Fifth Avenue, 15th Floor, New York, NY 10017. Additional information regarding the interests of the participants in the solicitation of proxies from CGC’s stockholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available.

 

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Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements herein generally relate to future events or the future financial or operating performance of CGC, the Companies or the combined company expected to result from the Business Combination (the “Combined Company”). For example, statements regarding the Combined Company’s industry and market sizes, future opportunities for the Combined Company, the Combined Company’s estimated future results and outcomes of the proposed Business Combination, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the proposed Business Combination, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are provided for illustrative purposes only and are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

 

These forward-looking statements are based upon estimates and assumptions, whether or not identified in this Current Report on Form 8-K, that, while considered reasonable by CGC, the Companies and their respective management, as the case may be, are inherently uncertain and subject to material change. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risk and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control, including (i) the inability to complete the business combination in a timely manner or at all (including due to the failure to receive required shareholder approvals, failure to receive approvals or the failure of other closing conditions); (ii) the inability to recognize the anticipated benefits of the proposed business combination; (iii) the inability to obtain or maintain the listing of CGC’s shares on Nasdaq following the business combination; (iv) costs related to the business combination; (v) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (vi) CGC and the Companies’ ability to manage growth and execute business plans and meet projections; (vii) potential litigation involving CGC or any of the Companies; (viii) changes in applicable laws or regulations, particularly with respect to wealth management and asset management; (ix) general economic and market conditions impacting demand for CGC’s or the Companies’ services, and in particular economic and market conditions in the financial services industry in the markets in which CGC or any of the Companies operate; and (x) other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in CGC’s final prospectus relating to its initial public offering, dated February 23, 2021, and other filings with the Securities and Exchange Commission (“SEC”). If any of these risks materialize or the assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither CGC nor the Companies presently know or that CGC or any of the Companies currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

 

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of CGC and the Companies described above. None of CGC or any Company undertakes any duty to update these forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1   Joint Press Release of the Registrant and the Companies, dated September 20, 2021.
     
99.2   Investor Presentation
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Cartesian growth corporation
       
  By: /s/ Peter Yu
    Name: Peter Yu
    Title: Chief Executive Officer

 

Date: September 20, 2021

 

 

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Exhibit 99.1

 

Tiedemann Group and Alvarium Investments Announce Transaction
to Form Alvarium Tiedemann Holdings and List on Nasdaq
via Business Combination with Cartesian Growth Corporation

 

-The Tiedemann and Alvarium groups intend to combine with Cartesian Growth Corporation (NASDAQ: GLBL), a special purpose acquisition company, to form Alvarium Tiedemann Holdings (“Alvarium Tiedemann” or “AlTi”), creating a leading independent, global wealth and asset manager providing entrepreneurs, multi-generational families, institutions and emerging next-generation leaders with fiduciary capabilities as well as alternative investment strategies and strategic advisory services.

 

-The combined company is expected to oversee $54 billion in assets under management (AUM) and assets under advisement (AUA) on behalf of families and institutions around the world.

 

-The combined company is expected to have post-transaction equity value of approximately $1.4 billion.

 

-Following the closing of the transaction, which is anticipated in Q1 2022, Alvarium Tiedemann’s common stock will become publicly traded on Nasdaq.

 

-Institutional investors, as well as strategic partners from Tiedemann and Alvarium, have committed to purchase approximately $165 million of shares of common stock of Cartesian Growth Corporation in a private investment in public equity (“PIPE”).

 

-Investor call with the Tiedemann Group, Alvarium and Cartesian scheduled for today at 8:00 a.m. ET.

 

NEW YORK, NY, September 20, 2021 – Tiedemann Group1 (“Tiedemann”), Alvarium Investments Limited2 (“Alvarium”) and Cartesian Growth Corporation3 (“Cartesian”) (NASDAQ: GLBL), today jointly announced entry into a definitive business combination agreement (the “Business Combination Agreement”).

 

This proposed transaction will form Alvarium Tiedemann Holdings, which is expected to be a leading independent, global investment firm providing institutions, entrepreneurs, families and emerging next-generation leaders with fiduciary capabilities as well as investment strategies and services. The constituent firms’ expansive international network across four continents, diverse expertise and access to private and institutional capital is expected to provide a compelling portfolio of services. This comprehensive offering will be underscored by a commitment to impact or values-aligned investing and offer trusted advisory services to family-owned businesses as well as real asset direct and co-investment opportunities. Alvarium Tiedemann’s common stock is expected to be publicly traded on Nasdaq under the ticker symbol “GLBL” following the closing of the transaction, which is anticipated in the first quarter of 2022. Alvarium Tiedemann will be headquartered in New York.

 

“We are thrilled to partner with Alvarium to establish a truly unique, global investment firm in Alvarium Tiedemann,” said Michael Tiedemann, CEO of the Tiedemann Group. “Alvarium brings a culture of entrepreneurism and a breadth of global capabilities and expertise that will complement our existing client experience. I believe the combination of talent and geographic reach with Cartesian’s access to capital will provide the permanence needed to continue to grow and evolve a dynamic investment platform. We have a unified vision that is committed to diversity and inclusion, serving our clients and continuing on our path to becoming a differentiated leader in investment strategies and services.”

 

 

1 Tiedemann Group is comprised of Tiedemann Advisors LLC (“Tiedemann Advisors”), a leading independent wealth and investment advisor for high-net-worth families, trusts, foundations and endowments particularly in the U.S.; Tiedemann Trust Company (“Tiedemann Trust”); TIG Advisors LLC (“TIG”), an alternative asset manager; and Tiedemann Constantia, the international operations of Tiedemann.

2 Alvarium Investments Limited is a leading independent global multifamily office, providing investment, real estate and merchant banking services to multigenerational entrepreneurs, families, foundations and institutions.

3 Cartesian Growth Corporation is a special purpose acquisition company (“SPAC”).

 

 

 

 

Alexander de Meyer, CEO of Alvarium said, “Upon our introduction to Tiedemann, we were immediately struck by how complementary the firms were, from investment philosophy to client service and firm culture. This alignment made Tiedemann an optimal partner as we look to expand our global footprint particularly in the United States. I am confident this combination will accelerate the growth of our combined firms, improving our ability to help our clients access innovative investment solutions and ensuring long-term opportunities for our employees.”

 

Peter Yu, Chairman and CEO of Cartesian said, “We are pleased to introduce Alvarium Tiedemann to the public markets. I see this combination as creating a powerful, unified ecosystem of capabilities that will serve a multigenerational client base while maintaining independence. This is a perfect fit strategically as well as culturally, with a robust infrastructure positioned for accelerated growth and innovation.”

 

Michael Tiedemann will serve as Alvarium Tiedemann’s Chief Executive Officer. Alexander de Meyer will chair the firm’s executive committee which includes industry-leading professionals who have a breadth and depth of global expertise and experience.

 

Alvarium Tiedemann Highlights:

 

Expected to form a leading, independent global wealth manager focused on the high-net-worth segment with a leadership position in impact or values-aligned investing

 

Anticipated $54 billion in combined AUM and AUA with offices across 4 continents, 11 countries and 25 cities

 

Boutique approach to a globally scaled, multi-family office strategy with a distinctive offering that will include impact or values-aligned investing, trust services, family office services, governance, global real estate, and our Private Markets Group which will include merchant banking, as well as direct investment capabilities

 

Strong and growing institutional investment offerings, with additional GP stake purchases planned within real estate, impact private equity and other alternative asset classes

 

Decades of operating history in alternatives and real estate has created extensive relationships across the alternative asset management ecosystem leading to repeatable growth opportunities

 

Impact Investment and ESG Focus:

 

Alvarium Tiedemann will continue its constituent firms’ established goal to substantially grow impact or values-aligned investing globally. Additionally, it is seeking to create a global firm that is an unquestioned leader in gender balance and diversity within the financial services sector. The combined company’s operational team is expected to approach gender balance upon inception. Management is committed to further diversifying its senior leadership over the next five years.

 

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Transaction Overview

 

The transaction is expected to create a combined company with a pro forma equity value of $ 1.4 billion and will be funded through a combination of Cartesian’s cash in trust and approximately $165 million fully committed purchase of shares of common stock of Cartesian pursuant to a private investment in public equity (“PIPE”). The PIPE capital commitments have been obtained from institutional investors and strategic partners of both Alvarium and the Tiedemann Group. Cartesian has $345 million of cash in its trust account.

 

Over 96% of equity held by active operating partners is expected to be rolled into the combined company, with all proceeds from this transaction being used for capital structure optimization. All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public shareholders of Cartesian and payment of transaction expenses.

 

The respective boards of the Tiedemann Group, Alvarium and Cartesian have unanimously approved the proposed business combination. Completion of the proposed business combination is expected in Q1 2022.

 

The transaction will be effected pursuant to the terms and conditions of the Business Combination Agreement, which contains customary closing conditions, including, without limitation, the registration statement being declared effective by the Securities and Exchange Commission (“SEC”), receipt of regulatory approvals in certain jurisdictions where the Tiedemann Group and Alvarium operate, and approval by the shareholders or members, as applicable, of the Tiedemann Group, Alvarium and Cartesian.

 

Additional information about the proposed transaction, including a copy of the transaction agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Cartesian with the SEC and will be available at www.sec.gov.

 

Advisors

 

Piper Sandler & Co. is serving as financial advisor and Seward & Kissel LLP is serving as legal counsel to the Tiedemann Group.

 

The Asset & Wealth Management Investment Banking Group of Raymond James & Associates, Inc. and Spencer House Partners LLP are serving as financial advisors and Goodwin Procter LLP is serving as legal counsel to Alvarium.

 

Cantor Fitzgerald & Co. is serving as capital markets advisor to Cartesian Growth Corporation. Additionally, BofA Securities is serving as financial advisor and capital markets advisor to Cartesian. Greenberg Traurig, LLP is serving as legal counsel to Cartesian.

 

Investor Conference Call and Additional Materials

 

An investor call and presentation discussing the transaction is available at the link below:

 

https://event.on24.com/wcc/r/3380664/C6CA23E7A7F3061F9EBE9F57B4E538D2

 

Participant Dial In (Toll Free): + 1 844 200 6205

Participant International Dial In: + 44 208 0682 558

Participant Access Code: 483965

 

A transcript of the call will also be filed by Cartesian with the SEC.

 

On the call, the presenters will be reviewing an investor presentation, which will be filed with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, and available on the SEC website at www.sec.gov.

 

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Additional Information about the Business Combination and Where to Find It

 

In connection with the proposed business combination, Cartesian Growth Corporation will merge with and into the Tiedemann Group and Alvarium to form Alvarium Tiedemann Holdings which will be the surviving entity and the going-forward public company, and intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include a proxy statement/prospectus, and certain other related documents, to be used at the meeting of stockholders to approve the proposed business combination. INVESTORS AND SECURITY HOLDERS OF CARTESIAN GROWTH CORPORATION ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TIEDEMANN GROUP, ALVARIUM, CARTESIAN AND THE BUSINESS COMBINATION. The proxy statement/prospectus will be mailed to shareholders of Cartesian Growth Corporation as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

 

Participants in the Solicitation

 

Cartesian and its directors and executive officers may be deemed participants in the solicitation of proxies from Cartesian’s shareholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in Cartesian is contained in Cartesian’s filings with the SEC, including Cartesian’s final prospectus relating to its initial public offering, which was filed with the SEC on February 23, 2021, and is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be set forth in the Registration Statement for the proposed business combination when available. The Tiedemann Group, Alvarium, and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Cartesian in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the Registration Statement for the proposed business combination when available.

 

About Alvarium Investments

 

Alvarium is an independent investment firm, global multi-family office and merchant banking boutique providing tailored solutions for families, foundations and institutions across the Americas, Europe and Asia-Pacific. Alvarium offers direct and co-investment opportunities from specialist alternative managers and real asset operating partners in real estate and the innovation economy. Alvarium has over 220 employees and 28 Partners in 14 locations in 10 countries, advising on circa $22 billion of assets across four service lines — investment advisory, co-investments, merchant banking and family office services.

 

About Tiedemann Advisors

 

Tiedemann Advisors is an independent investment and wealth advisor for high-net-worth individuals, family offices, trusts, foundations and endowments. Founded in 1999, Tiedemann Advisors has nine offices across the US and provides trust services through Tiedemann Trust Company, a state-chartered trust company located in Wilmington, Delaware. Tiedemann’s international operations, Tiedemann Constantia, is headquartered in Zurich Switzerland. Together, Tiedemann Constantia, Tiedemann Advisors and Tiedemann Trust Company currently oversee $25 billion in assets under advisement. For more information about Tiedemann Advisors please visit www.tiedemannadvisors.com and www.tiedemannconstantia.com.

 

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About TIG Advisors, LLC

 

TIG Advisors is a New York-based alternative asset manager with approximately $7 billion in assets under management (inclusive of assets under management of its affiliated managers), focused on making growth equity investments in global alternative specialists. TIG has a strong track record of identifying uncorrelated investment opportunities in both public and private markets, utilizing its long-standing operating platform to assist managers with growth. The firm’s alpha driven investment strategies align with the needs of a diverse global investor base. For more information about TIG Advisors, please visit: www.tigfunds.com.

 

About Cartesian Growth Corporation

 

Cartesian Growth Corporation (“CGC”) is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities. CGC is an affiliate of Cartesian Capital Group, LLC, a global private equity firm and registered investment adviser headquartered in New York City, New York. CGC’s strategy is to identify and combine with an established high-growth company that can benefit from both a constructive combination and continued value-creation. CGC is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. For more information about Cartesian Growth Corporation, please visit www.cartesiangrowth.com.

 

Forward-Looking Statements

 

Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Tiedemann Group, Alvarium, or Cartesian’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include (i) the inability to complete the business combination in a timely manner or at all (including due to the failure to receive required shareholder approvals, failure to receive approvals or the failure of other closing conditions); (ii) the inability to recognize the anticipated benefits of the proposed business combination; (iii) the inability to obtain or maintain the listing of Cartesian’s shares on Nasdaq following the business combination; (iv) costs related to the business combination; (v) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (vi) Cartesian, the Tiedemann Group, and Alvarium’s ability to manage growth and execute business plans and meet projections; (vii) potential litigation involving Cartesian, the Tiedemann Group, or Alvarium; (viii) changes in applicable laws or regulations, particularly with respect to wealth management and asset management; (ix) general economic and market conditions impacting demand for Cartesian, the Tiedemann Group, and Alvarium’s services, and in particular economic and market conditions in the financial services industry in the markets in which Cartesian, the Tiedemann Group, and Alvarium operate; and (x) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the business combination, including those under “Risk Factors” therein, and in Cartesian’s other filings with the SEC. Forward-looking statements speak only as of the date they are made. None of Cartesian, the Tiedemann Group, and Alvarium undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. None of Cartesian, the Tiedemann Group, or Alvarium gives any assurance that any of Cartesian, the Tiedemann Group, or Alvarium, or the combined company, will achieve expectations.

 

No Offer or Solicitation

 

This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

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Information Sources

 

This press release has been prepared for use by Cartesian, the Tiedemann Group, and Alvarium in connection with the transaction. The information herein does not purport to be all-inclusive. The information herein is derived from various internal and external sources, and all information relating to the business, past performance, results of operations and financial condition of Cartesian was derived entirely from Cartesian and all information relating to the business, past performance, results of operations and financial condition of the Tiedemann Group and Alvarium was derived entirely from the respective companies. No representation is made as to the reasonableness of the assumptions made with respect to the information herein, or to the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance.

 

The data contained herein relating to the operations and performance of the combined entities has been derived by the Tiedemann Group and Alvarium from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Cartesian, the Tiedemann Group, and Alvarium assume no obligation to update the information in this presentation.

 

No Representations

 

No representations or warranties, express or implied, are given in respect of this press release. To the fullest extent permitted by law in no circumstances will Cartesian, the Tiedemann Group, and Alvarium, or any of their respective subsidiaries, affiliates, stockholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this press release, its contents (including without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of the Tiedemann Group and Alvarium has been derived, directly or indirectly, exclusively from the Tiedemann Group and Alvarium and has not been independently verified by Cartesian. Neither the independent auditors of Cartesian nor the independent auditors of the Tiedemann Group or Alvarium audited, reviewed, compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in this presentation and, accordingly, neither of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of this presentation.

 

Contacts

Media:

Prosek Partners

Jill Gordon

jgordon@prosek.com

 

Investors:

Prosek Partners

Alex Jorgensen / Megan Paul

AlTi@prosek.com

 

 

6

 

Exhibit 99.2

 

Investor Presentation | September 2021

 

 

Disclaimer This Presentation (together with oral statements made in connection herewith, the “ Presentation ”) is for informational purposes only to assist prospective purchasers in a private placement in making their own evaluation wit h respect to the proposed business combination (the “ Business Combination ”) between Cartesian Growth Corporation (“ CGC ”), Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“ TWMH ”), TIG Trinity GP, LLC, a Delaware limited liability company (“ TIG GP ”), TIG Trinity Management, LLC, a Delaware limited liability company (“ TIG MGMT ” and, together with TIG GP, the “ TIG Entities ”), Alvarium Investments Limited, an English private limited company (“ Alvarium ” and, together with TWMH and the TIG Entities, the “ Companies ” and each a “ Company ”), and the proposed private placement of securities of CGC in connection with the Business Combination. This Presentation does not constitute an offer to sell, a solicitation of an of fer to buy, or a recommendation to purchase any equity, debt or other financial instruments of CGC or any of the Companies. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally du rin g this Presentation is confidential, that you will not distribute, reproduce, disclose or use such information for any purpos e o ther than for the purpose of evaluating your firm’s participation in the potential financing, that you will not distribute, reproduce, disclose or use such informati on in any way detrimental to CGC or the Companies, and that you will return to CGC, delete or destroy this Presentation upon req ues t. Further, by accepting this Presentation, the recipient agrees to maintain all such information in strict confidence, including in strict accordance with an y other contractual obligations applicable to the recipient and all applicable laws, until such information becomes publicly ava ilable not as a result of any breach of such confidentiality obligation. You are also being advised that the United States securities laws restrict persons with material non - public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from comm uni cating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such se cur ities on the basis of such information. The information contained herein does not purport to be all - inclusive and none of CGC, the Companies nor any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, e mp loyees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contai ned in this Presentation. Prospective investors in the proposed private placement should consult with their own counsel and tax a nd financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not re lyi ng solely upon the information contained herein to make any investment decision. The recipient shall not rely upon any statem ent , representation or warranty made by any other person, firm or corporation in making its investment decision to subscribe for securities of CGC in connection w ith the Business Combination. To the fullest extent permitted by law, in no circumstances will CGC, the Companies or any of their r espective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentat io n, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . I n addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of CGC, the Companies, the proposed private placement or the Business Combination. The general explanations included in this Presentation cannot add res s, and are not intended to address, your specific investment objectives, financial situations or financial needs. Forward - Looking Statements. Certain statements in this Presentation may be considered “forward - looking statements” within the meaning of the “safe harbor” p rovisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking statements herein generally relate to fu ture events or the future financial or operating performance of CGC, the Companies or the combined company expected to result from th e Business Combination (the “ Combined Company ”). For example, projections of future financial performance of the Combined Company, the Business Combination, the Combined Company’s business plan, the Combined Company’s ability to continue its M&A strategy, other project ion s concerning key performance metrics, the proceeds of the Business Combination and the Combined Company’s expected cash runwa y, and the potential effects of the Business Combination on CGC and the Combined Company, are forward - looking statements. In some cases, you can iden tify forward - looking statements by terminology such as “ may,”“ should,”“ expect,”“ intend,”“ will,” “estimate,”“ anticipate,”“ believe,”“ predict,” “project,” “target,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar terminology. Such forward - lo oking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially fr om those expressed or implied by such forward - looking statements. These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by CGC, the Companie s and their respective management, as the case may be, are inherently uncertain and subject to material change. New risks and un certainties may emerge from time to time, and it is not possible to predict all risk and uncertainties. Factors that may cause actual results to dif fer materially from current expectations include, but are not limited to, various factors beyond management’s control, including ge neral economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statem ents” in CGC’s final prospectus relating to its initial public offering, dated February 23, 2021, and other filings with the Sec urities and Exchange Commission (“ SEC ”), as well as factors associated with companies, such as the Companies, that are engaged in the business of investment and w eal th management, including anticipated trends, growth rates, and challenges in those businesses and in the markets in which they operate, including the factors described in the summary risk factors that will accompany this Presentation. Nothing in this Presentation should be r ega rded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements in this Presentation, whi ch speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements here in. 2

 

 

Disclaimer (cont’d) Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entire ty by reference to the cautionary statements herein and the risk factors of CGC and the Companies described above. None of CG C o r any Company undertakes any duty to update these forward - looking statements. Use of Projections. This Presentation contains projected financial information with respect to the Combined Company. Such projected financial inf orm ation constitutes forward - looking information, is for illustrative purposes only and should not be relied upon as being predicti ve of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subjec t t o a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual res ult s to differ materially from those contained in such prospective financial information, including without limitation, assumptions regarding CGC’s and the Compan ies ’ ability to consummate the Business Combination and the Combined Company’s ability to realize synergies from the Business Co mbi nation, the failure of any of which to materialize could cause actual results to differ materially from those contained in the prospective financial inform ati on. The Companies and CGC caution that their assumptions may not materialize and that current economic conditions render such as sumptions, although believed reasonable at the time they were made, subject to greater uncertainty. See the section above titled “Forward - Looking Statements” . The inclusion of financial forecast information in this Presentation should not be regarded as a representation by any pers on that the results reflected in such forecasts will be achieved. Neither CGC’s nor any Company’s independent auditors have audited, reviewed, compiled or performe d a ny procedures with respect to the projections for the purpose of their inclusion in this Presentation or any other purpose, a nd accordingly, none of such independent auditors has expressed any opinion or provided any other form of assurance with respect to such projections. Financial Information. The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S - X promulgate d under the Securities Act of 1933, as amended (the “ Securities Act ”). Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any registration statement that may be filed in connection with any po ten tial Business Combination. No Offer or Solicitation. This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as a men ded. This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific p rod uct in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification un der the securities laws of any such jurisdiction. Any private offering of securities in connection with the Business Combination (the “ Securities ”) will not be registered under the Securities Act, and will be offered as a private placement to a limited number of “qualif ied institutional buyers” (as defined in Rule 144A under the Securities Act) or institutional “accredited investors” (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registe red for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requiremen ts of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registrati on under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under wh ich they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither CGC no r any Company is making an offer of the Securities in any state or jurisdiction where the offer is not permitted. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Industry and Market Data. Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Companies ’ o wn internal estimates and research. In addition, all of the market data included in this Presentation involves a number of as sum ptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while the Comp ani es believe their internal research is reliable, such research has not been verified by any independent source and none of CGC , t he Companies or any of their respective affiliates nor any of their respective control persons, officers, directors, employees or representatives make any re presentation or warranty with respect to the accuracy of such information. Trademarks. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols, but CGC and the Companies, as applicable, will assert, to the f ull est extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names an d copyrights. No Relationship or Joint Venture. Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, pr inc ipal and agent or joint venture. This Presentation does not create any obligation on the part of any Company, CGC or the recipient to enter into any further agreement or arrangement. Unless and until a definitive agreement has been fully executed an d delivered, no contract or agreement providing for a transaction will be deemed to exist and none of CGC, any Company or the re cipient will be under any legal obligation of any kind whatsoever. Accordingly, this Presentation is not intended to create for any party a right of specific pe rformance or a right to seek any payment or damages for failure, for any reason, to complete the proposed transactions contem pla ted herein. 3

 

 

Disclaimer (cont’d) Use of Non - GAAP Financial Measures. This Presentation includes non - GAAP financial measures. CGC and the Companies believe that these non - GAAP measures are useful to investors for two principal reasons. First, they believe these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance. Second, these measures are used by the Companies’ management to assess its performanc e. CGC and the Companies believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non - GAAP measures should not be considered in isolation from, or as an alternative to, fina ncial measures determined in accordance with GAAP. Other companies may calculate these non - GAAP financial measures differently, and therefore, such financial measures may not be directly comparable to similarly titled measures of other companies. Assets Under Management and Assets Under Advisement. For financial presentation purposes, total assets under management and assets under advisement (“AUM / AUA”) of the Combined Com pany consists of: ( i ) assets under advisement (“AUA”) and assets under management (“AUM”) of TWMH; (ii) AUM of TIG Entities; and (iii) AUA and AUM of Alvarium. AUM / AUA of TWMH includes billable and non - billable assets. Billable assets represent the portion of assets on which TWMH charg es fees. Non - billable assets are exempt of fees. They consist of assets such as cash and cash equivalents, real estate, investme nt consulting assets and other designated assets. As of December 31, 2020, TWMH’s AUM / AUA is $24.8 billion; AUM accounts for $19.6 billion and AUA account s f or $5.2 billion. Billable assets account for $16.5 billion and non - billable assets account for $8.3 billion. AUA of Alvarium includes billable and non - billable assets. Billable assets represent the portion of assets on which Alvarium ch arges fees; these are assets in which Alvarium is acting in a fiduciary capacity as well as co - investment assets. For the purpo se of calculating co - investment assets, Alvarium includes the gross asset value of all assets managed or supervised by operating partner subsidiaries, affiliates and jo int ventures in which Alvarium holds either a majority or minority stake. Non - billable assets are exempt of fees. As of Decem ber 31, 2020, Alvarium’s AUM / AUA is $22.2 billion; AUM accounts for $8.6 billion and AUA accounts for $13.6 billion. Within Alvarium’s AUA, billable assets acco unt for $13.1 billion and non - billable assets account for $424 million. AUM of the TIG Entities includes the assets under management of each of the TIG Entities’ affiliated managers. Affiliated ma nag ers are those managers in which the TIG Entities have made an external investment, and the strategies of these managers inclu de Real Estate Bridge Lending, European Long/Short Equity and Asian Credit. As of December 31, 2020, the TIG Entities’ AUM is $7.1 billion; internal strate gie s account for $2.6 billion and affiliated managers account for a combined $4.5 billion. The AUM figures with respect to Decem ber 31, 2019 include the TIG Entities’ minority interests in its European Long / Short Equity and Asian Credit affiliate manager. The acquisition of these investme nts closed on March 10, 2020 and December 31, 2020, respectively. We included such amounts as we believe it provides a more accur at e representation of the growth of the underlying TIG businesses. Unless otherwise defined, AUM refers to assets on which a business provides continuous and regular billable supervisory or ma nag ement services. As noted, the AUM of each of the TIG Entities and the Combined Company includes the AUM of the TIG Entities’ af filiated managers as we believe including such AUM presents a more accurate depiction of the respective businesses. However, the AUM of the affiliat ed managers should not be viewed as part of the AUM of the TIG Entities or the Combined Company for regulatory and/or statutory pur poses under the U.S. Investment Advisers Act of 1940, as amended. Economic Revenue and Economic EBITDA. For financial presentation purposes, Economic Revenue and Economic EBITDA represent management’s view of the underlying econo mic earnings generated by the Company after the recognition of the minority interest’s profit - share participation in one of the affiliates of the Combined Company. Fee Type Breakdown . Advisory fees represent fees recurring in nature, primarily management fees. Incentive fees represent performance - related fee s . Other income/fees represent transaction fees primarily derived from real estate co - investment activities as well as merchant banking advisory fees. 4

 

 

5 Company Overview

 

 

Sponsor Overview Cartesian Growth Corp. (“CGC”) : SPAC sponsored by affiliate of Cartesian The Cartesian team has a demonstrated ability to create value built on strategic advice , risk management , business intelligence , & institutional systems and infrastructure 6 AlTi Alignment Value - creating sponsor & partner Experience building transnational businesses 20+ years Market - leading transactions 55+ Countries in which Cartesian’s investments operate 40+ AUM global private equity organization $3.0 billion x Earn - in : 15% of sponsor shares subject to forfeiture based on share price x Lock - up : Multi - year lock - up for remaining sponsor shares x AlTi Board : Peter Yu (CGC Chairman / CEO & Cartesian Managing Partner) to join AlTi board Select Cartesian Investments

 

 

World - class leadership 7 Alexander de Meyer Michael Tiedemann Nancy Curtin • Head of Investment Advisory and CIO of Alvarium • Former CIO for wealth business ($18B AUM) • Senior investment professional at Fortune, Schroders, & Barings • Built multiple traditional & alternative businesses Chief Executive Officer Executive Committee • CEO of Alvarium • Helped grow Alvarium to $22B AUM / AUA • Led strategy & execution of 20+ acquisitions • Led 100+ real estate co - investments • CEO of Tiedemann Advisors & TIG Advisors • Grew Tiedemann Group to $32B AUM / AUA • Led strategy, execution, & integration of 7 acquisitions • Led global expansion of Tiedemann Group Executive Committee Note: While separate operating entities, Tiedemann Advisors (“TA”) and TIG Advisors (“TIG”) together are referred to as the “ Tie demann Group”. Tiedemann Group and Alvarium AUM / AUA figures as of December 31, 2020. Please see the important disclaimers on non - GAAP measures and the calculation methodology of AUM / AUA with respect to each of TWMH, Alvarium, and the TIG Entities on page 4 of this presentation • COO of Tiedemann Advisors • Helped grow Tiedemann Advisors to $25B AUM / AUA • Drove strategy, execution, & integration of 4 acquisitions Kevin Moran Chief Operating Officer

 

 

Melbourne Auckland Hong Kong Zurich Baar Geneva Lugano Singapore Milan Paris London Lisbon Los Angeles San Francisco Miami Palm Beach Aspen Wilmington, DE Washington, DC New York Dallas Seattle Portland Toronto We serve clients in major wealth centers from 25 cities in 11 countries across 4 continents 8 20+ Years of Operating History ~400 Team Members Worldwide 25 Cities on 4 Continents $79.3M Economic EBITDA (2021P) ~$60B AUM / AUA (Year - End 2021P) Note: Please see the important disclaimers on non - GAAP measures, the calculation methodology of AUM / AUA and Economic EBITDA with respect to each of TWMH, Alvarium, and the TIG Entities on page 4 of this presentation Strategically located By the numbers

 

 

Strategically located 9 Melbourne Auckland Hong Kong Zurich Baar Geneva Lugano Singapore Milan Paris London Lisbon Los Angeles San Francisco Miami Palm Beach Aspen Wilmington, DE Washington, DC New York Dallas Seattle Portland Toronto We serve clients in major wealth centers from 25 cities in 11 countries across 4 continents Isle of Man

 

 

Co - Investments & Merchant Banking Unique global solutions 10 Global Families & Institutions Multi - Generational Entrepreneurs NextGen Global L eaders Investment Advisory Trust & Estate Planning Family Office Services Impact, Innovation, & Alternatives Supporting the Full Client Lifecycle: • Growth • Liquidity • Access to Capital • Multi - Generational • Next Generation Clients

 

 

11 A proven & powerful business model Comprehensive, global, & proprietary services tailored to global, cross - border clients Local service & global reach Proprietary direct & co - investment opportunities; JVs with leading alternative asset managers Active thought leadership in environmental, social, & governance (“ESG”) and socially responsible investing (“SRI”); with access to capital, innovation, & expertise Solutions based advice and access to network of like - minded, multi - generational entrepreneurs True client - centric practice Opportunity creation & access Nimbleness & innovation

 

 

$133 $142 $171 $200 $8 $19 $27 $28 $6 $12 $17 $19 $147 $173 $215 $247 2019A 2020A 2021P 2022P Advisory fees Incentive fees Other income/fees $33 $49 $79 $100 2019A 2020A 2021P 2022P $48 $54 $58 $65 2019A 2020A 2021P 2022P 12 Stability, profitability, & growth Note: Please see the important disclaimers on non - GAAP measures, the calculation methodology of AUM / AUA, Economic Revenue and Economic EBITDA, and fee type breakdown with respect to each of TWMH, Alvarium, and the TIG Entities on page 4 of this presentation Combined Year - End AUM / AUA (2019 - 2022P) Economic Revenue by Fee Type (2019 - 2022P) Economic EBITDA (2019 - 2022P) Track Record Growing assets organically & inorganically while retaining clients Recurring Income Advisory & incentive fees create stable & diverse revenue base Margin Expansion Operating leverage drives significant margin expansion $Billions $Millions $Millions 12 Economic EBITDA (2019 - 2022P) Margin Expansion Operating leverage drives significant margin expansion $Millions 22% 29% 37% 41% Pro Forma Economic EBITDA Margin

 

 

A resilient client base & expanding opportunity set 13 Note: Client composition reflects largest 25 AlTi clients by AUM / AUA as of December 31, 2020. Please see the important disclaimers on non - GAAP measures and the calculation methodology of AUM / AUA with respect to each of TWMH, Alvarium, and the TIG Entities on page 4 of this presentat ion 95+% Average global wealth management client asset retention (2018 - 2020) 8 years Average global wealth management client tenure >40% Top 25 Client Assets Outside U.S. U.S. 57% Non - U.S. 43% Global Exposure Top 25 24% Outside Top 25 76% Top 25 Client Asset Composition by Geography Client Composition by Assets with AlTi Diversified Client Base

 

 

Our unique vision 14 Operating Targets $100B+ AUM / AUA 40%+ EBITDA MARGIN Client Targets 50% - 50% U.S. VS. INTERNATIONAL $50M AVERAGE CLIENT AUM / AUA Impact Targets $25B COMMITTED TO IMPACT STRATEGIES 2030 YEAR OF NET ZERO EMISSION Personnel Targets 50% WOMEN IN SENIOR MANAGEMENT 50% DIVERSITY AMONG WORKFORCE *global wealth management Note: Please see the important disclaimers on non - GAAP measures and the calculation methodology of AUM / AUA with respect to eac h of TWMH, Alvarium, and the TIG Entities on page 4 of this presentation To be the trusted advisor to multi - generational founders, families, & entrepreneurs. Known for our integrity , suite of integrated capabilities , as well as access to impact and innovation.

 

 

Investment highlights 15 Global scale and favorable macro - operating environment Resilient, loyal client base and expanding opportunity set Differentiated alternative asset management platform with ample whitespace Stable, profitable, growing financial profile Balance sheet light model generating high free cash flow Attractive entry valuation positioned for margin and multiple expansion World - class leadership with proven track record

 

 

16 The Opportunity

 

 

An opportunity powered by multi - decadal trajectories 17 $102 trillion global opportunity, double digit growth, with clients demanding integrated capabilities and institutional solutions U.S. Wealth Transfer (2018 - 2042P) U.S. Independent Advisor AUM (2014 - 2024P) (2) $70 trillion wealth transfer creates opportunities for firms that deliver impact, innovation, & engagement to clients Wealth clients seek advice that is independent, customized, aligned, & integrated with needs $70 Trillion Baby Boomers & Older GenX & Millennials Charities + High - Net - Worth (“HNW”) Population (2015 - 2025P) (1) (1) Includes adults with net worth above US$1 million (2) Includes independent registered investment advisors, hybrid registered investment advisors, and multi - family offices Source: Credit Suisse, BCG, Cerulli 6 16 27 2015 2020 2025P Asia - Pacific 10 16 24 2015 2020 2025P 16 22 28 2015 2020 2025P Europe United States Millions Massive, Expanding Market Generational Wealth Transfer Shifting Client Demand $2.1 $3.5 $5.5 2014 2019 2024P $Trillions

 

 

Across Generations Serving evolving client priorities 18 Ultra - High - Net - Worth (“UNHW”) Asset Allocation Alt. Asset Exposure by Demographic (2021 - 2024P) Relevance of ESG Factors Demand for alternatives, a $17 trillion market by the end of 2025 , aligns with our expertise Next generation particularly interested in direct and co - investment in alternatives Our clients understand and want to invest responsibly and with intent, as they think about legacy Alternatives Listed Equities Cash & Fixed Income 50% UHNW allocation to alternative assets 32% 32% 81% 48% 60% 85% Global Millennial UHNW 2021 2021 2021 2024 2024 2024 93% 7% Considers ESG factors Does not consider ESG factors 93% of UHNW consider ESG factors when investing Source: KKR, Preqin, Ernst & Young Global Demand for Alternatives With Impact Priority 50% 19% 31%

 

 

We have a demonstrated track record of inorganic growth in wealth & asset management 19 Acquisition of Wealth Managers # of Transactions Minority Stake Acquisitions in Alternative Asset Managers # of Transactions 49 153 2016 2020 18 32 2016 2020 Select AlTi M&A Examples Wealth Management Integrating Acquisitions Alternative Asset Management Minority Stake / JV Transactions Source: Piper Sandler Global Asset & Wealth Management M&A Activity (2016 - 2020) A powerful platform & proven expertise RE Bridge Lending (Specialist Firm) European Long / Short (Specialist Firm) Asian Credit (Specialist Firm)

 

 

Differentiated alternative asset management platform 20 Our global network of alternative asset management capabilities is built on an end - to - end support platform for entrepreneurial managers, driving significant growth Comprehensive Support Platform Alternative Managers Infrastructure & Administration Access to Capital & Distribution Strategic Business Development Clients gain access to differentiated portfolio solutions Real Estate Proprietary real estate platform of leading real estate operators across diversified sectors and market themes Other Alternatives Private equity, hedge fund, & other alternative strategies gain access to comprehensive platform Repeatable & Scalable Growth Opportunities AlTi has a history of seeding and investing in mid - sized managers across real estate and other alternative strategies

 

 

Actuals Projections CAGR $Millions, unless otherwise stated 2019A 2020A 2021P 2022P '19 - '22P Year - End AUM / AUA ($Billions) $ 48 $ 54 $ 58 $ 65 10% Pro Forma Economic Revenue Advisory Fees $ 133 $ 142 $ 171 $ 200 Incentive Fees 8 19 27 28 Other Income 6 12 17 19 Total Pro Forma Economic Revenue $ 147 $ 173 $ 215 $ 247 19% Pro Forma Economic EBITDA $ 33 $ 49 $ 79 $ 100 45% Pro Forma Economic EBITDA Margin 22% 29% 37% 41% Advisory Fees as a % of Total Pro Forma Economic Revenue 90% 82% 79% 81% Stability, profitability, growth 21 Note: Please see the important disclaimers on non - GAAP measures, the calculation methodology of AUM / AUA, Economic Revenue and Economic EBITDA, and fee type breakdown with respect to each of TWMH, Alvarium, and the TIG Entities on page 4 of this presentation

 

 

22 Transaction Overview

 

 

Transaction summary 23 Valuation • The transaction implies a pro forma equity value of $1.388 billion for Alvarium Tiedemann Holdings, Inc. Permanence, Commitment, & Alignment • Over 96% of equity held by operating partners is being rolled into the post - closing company • Multi - year lock - up for active partners and sponsor: one - third released after the 1 st year, one - third released after the 2 nd year, & one - third released after the 3 rd year Transaction Structure • TWMH, TIG Entities, & Alvarium will combine and become a publicly listed company through a business combination with Cartesian Growth Corporation (NASDAQ: GLBL) • The transaction is expected to close in 1Q 2022 • Post - closing, the company will be named Alvarium Tiedemann Holdings, Inc. and its common stock will be listed on Nasdaq under the ticker GLBL • The transaction, inclusive of the PIPE investment, will provide capital to support the company’s continued growth and for future acquisitions, & to provide liquidity primarily for certain inactive shareholders of the predecessor companies

 

 

Rollover Equity 800$ 57.8% Cash Used for Secondary Share Purchases 100 7.2% Transaction Expenses (Est.) 47 3.4% Cash to Balance Sheet 363 26.2% Sponsor 73 5.3% Total Uses 1,384$ 100.0% Estimated Sources: $ % Stock Consideration (Equity Rollover) 800$ 57.8% SPAC Cash in Trust 345 24.9% Cash Raised from PIPE 165 11.9% Sponsor 73 5.3% Total Sources 1,384$ 100.0% Share Price 10.00$ (x) Pro Forma Shares Outstanding 138.8 Pro Forma Equity Value 1,388$ Less: Assumed Pro Forma Net Cash 301 Pro Forma Enterprise Value 1,087$ PF Enterprise Value as a Multiple of 2022P Economic EBITDA 10.9x 58% 25% 12% 5% Existing Partners & Families SPAC Shareholders PIPE Investors Sponsor Transaction overview 24 $1.4B PF Equity Value $Millions; unless otherwise stated Estimated Sources and Uses Illustrative Pro Forma Valuation Illustrative Pro Forma Ownership Notes: • Excludes shares subject to 5 - year earnout - 13.5 million shares subject to be issued to Existing Partners & Families upon achieving a share price of $12.50 (50%) and $15.00 (50 %) - 1.3 million Sponsor shares subject to forfeiture. Such forfeiture to be canceled at a share price of $12.50 (50%) and $15.00 (50%) • Excludes the impact of warrants and future management equity compensation • Assumes no public shareholder redemptions • Assumes $100 million of secondary share sales and $47 million of transaction expenses • The Pro Forma Enterprise Value of $1,087 million presented here differs from the term Companies Enterprise Value of $1,080 mil lion used in the Business Combination Agreement. Companies Enterprise Value reflects the adjustment for approximately $7 million of ce rta in transaction expenses, which were removed in connection with the determination of the amount of the equity rollover

 

 

30.4x 26.5x 25.3x 24.4x 22.5x 20.0x 19.1x 18.4x 18.3x 16.8x 13.8x 13.1x 11.4x 11.0x 10.7x 10.3x 10.3x 9.6x 42.4x 29.4x 29.2x 28.3x 26.6x 23.7x 18.6x 17.9x 17.7x 17.6x 17.2x 14.6x 13.7x 13.0x 12.5x 12.0x 11.9x 11.6x 25 Wealth Management Platform Alternative Asset Manager 2021P EV/EBITDA Note: Market data as of September 15, 2021; Enterprise value includes corporate level debt and cash and excludes debt and cas h h eld in investment vehicles Source: FactSet, S&P Global, Company filings 2022P EV/EBITDA AlTi: 13.7x Mean: 19.9x Median: 17.6x AlTi: 10.9x Median: 17.6x Mean: 17.3x High - quality growth & an attractive entry valuation

 

 

26 Additional Information

 

 

Alvarium Tiedemann e cosystem 27 • Holistic wealth and investment partner delivering customized client solutions through globally integrated teams of professional advisors • Repeatable, disciplined investment process to compound wealth across traditional and alternative asset classes • Alternative, innovation, & impact investing solutions that can be fully integrated into a client’s portfolio • Global partnerships with alternative asset managers, providing them distribution and value - add operational services • Proprietary real asset direct and co - investment program with long track record of investment success • Strategic advisory services, growth capital, & access to direct and co - investment opportunities in media, technology, & innovation Global Wealth Management Robust platform delivering tailored investment and wealth solutions to sophisticated clients Powerful global investment and advice ecosystem to serve discerning: Large global families and institutions Multi - generational entrepreneurs Next generation global leaders Private Markets Group Access to uncorrelated investment strategies and co - investment opportunities

 

 

Established foundation poised to accelerate growth 28 Quality Foundation Distinctive, Global, & Growing Long - Tenured Client Relationships Robust, Flexible, & Scaled Independent Advisory Institutionalization Impact and Innovation Leveraging Synergies Partnerships Consolidation Growing AUM / AUA to $100+ billion by 2026 by executing on our plan for quality growth Organic Growth M&A

 

 

Our commitment to DEI & ESG best practices 29 Culture at the Core Diversity, Equity, & Inclusion is a matter of principle for us and is fundamental to how we operate. Our commitment is reflected in our inclusive culture, hiring practices, educational programs, community involvement, & environmental programs. Our clients benefit from the diversity of thoughts, ideas and perspectives we deliver, especially important with an increasingly global, connected and diverse client base. Responsible I nvesting We offer multi - asset class portfolios that generate quantifiable social and environmental outcomes by embedding an evaluation of ESG factors throughout our investment process. We utilize a proprietary values - based survey to tailor portfolios to a client’s impact and value objectives and to provide ESG and impact reporting that is fully integrated into client portfolio reporting. Strong Governance is at the Foundation of our Organization Board of Directors, Executive Committee, Partner - Led Organization , Senior Global ESG Leader and Executive - led DEI Committees Signatories to the UN Principles of Responsible Investing and an active member of the Global Impact Investing Network Impact reporting aligns with UN Sustainability Development Goals, Impact Management Project, verified carbon metrics and DEI mea sures

 

 

Executive committee Alexander de Meyer 15+ years experience Executive Committee Michael Tiedemann 25+ years experience Chief Executive Officer Spiros Maliagros 20+ years experience Executive Committee Kevin Moran 15+ years experience Chief Operating Officer TBA 20+ years experience Chief Financial Officer Nancy Curtin 20+ years experience Executive Committee Craig Smith 25+ years experience Executive Committee Andrew Williams 20+ years experience Executive Committee Robert Weeber 15+ years experience Executive Committee Sophie Rowney 10+ years experience General Counsel Jonathan Goodwin 15+ years experience Executive Committee 30

 

 

Risk factors The risk factors below have been prepared solely for purposes of the proposed private placement (the “Private Placement”) of com mon equity of Cartesian Growth Corporation in connection with the proposed business combination (the “Business Combination”) amo ng Cartesian Growth Corporation (“CGC”), Rook MS LLC, a Delaware limited liability company, Tiedemann Wealth Management Holdings, LLC, a Delaware li mited liability company (“Tiedemann”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Mana gem ent, LLC (“TIG MGMT”), a Delaware limited liability company, Alvarium Investments Limited, an English private limited company (“Alvarium” and, colle cti vely with Tiedemann, TIG GP and TIG MGMT, the “Targets”), and Alvarium Tiedemann Capital, LLC, a Delaware limited liability c omp any (collectively the “Parties”). All references to “the Company” refer to the business of Alvarium Tiedemann Holdings, Inc., and its consolidated subsidiaries; a combined entity resulting from the Business Combination. The risks presented below are c ert ain of the general risks related to the business of the Company, the Private Placement and the Business Combination, and are not exhaustive. The risks described below are qualified in their enti ret y by disclosures contained in future documents filed or furnished by the Company, CGC or their respective affiliates, with th e U .S. Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the Business Combination. The risks present ed in such filings will be consistent with those that would be required for a public company in its SEC filings, including with res pect to the business and securities of the Company and the Business Combination, and may differ significantly from, and be more extensive than, those presented belo w. Investing in CGC’s securities (the “Securities”) being offered in this Private Placement involves a high degree of risk. You sho uld carefully consider these risks and uncertainties, together with the information in the Company’s consolidated financial statements and related notes, and sh oul d carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitabilit y o f an investment in the Private Placement, before making an investment decision. There are many risks that could affect the business and results of operation s o f the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company’s business, f ina ncial condition, and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently v iew ed to be immaterial may also materially and adversely affect the Company’s business, financial condition and/or operating res ult s. If any of these risks or uncertainties actually occurs, the value of the Company’s Securities may decline, and any investor in the Private Placement m ay lose all or part of its investment: Risks Related to the Company The Company’s revenues are derived from fees correlated to the amount of assets under management and assets under advisement that it has and the performance of its investment strategies and/or products (collectively, “Investments”). Poor performance of th e C ompany’s Investments in the future, terminations of significant client relationships, or the exercise of any rights that affiliated managers may have to repurchase their interests, could have a materially adverse impact on its revenues, and, consequently, the returns of the Sec ur ities. The Company’s investment management activities may involve investments in relatively high - risk, illiquid assets, and it may fail to realize any profits from these activities for a considerable period of time. In addition, valuation methodologies for thes e and other assets may be significantly subjective, and the values of assets established pursuant to such methodologies may never be realized, which could result in red uced revenue to the Company. The forecasts of market growth and other projections included in this presentation may prove to be inaccurate, and even if th e m arkets in which the Company competes achieve the forecasted growth, it cannot be assured that the Company’s business will gro w a t a similar rate, if at all. If the Company does not compete effectively, its business could be adversely impacted. The Company is subject to extensive government regulation, and the Company’s failure or inability to comply with these regula tio ns or regulatory action against it could adversely affect the Company’s results of operations, financial condition, or busine ss. Changes to the laws or regulations applicable to the Company could adversely affect the Company’s results of operations, fina nci al condition, or business. The Company is subject to litigation and regulatory examinations and investigations. Failure to properly disclose conflicts of interest could harm the Company’s reputation, results of operations, financial cond iti on, or business. The Company may expand its business and may enter into new lines of business or geographic markets, which may result in addit ion al risks and uncertainties and place significant demands on its administrative, operational and financial resources. There ca n b e no assurance that the Company will be able to successfully manage this growth. The Company may be subject to increasing scrutiny from its clients with respect to the societal and environmental impact of i nve stments it makes, which may adversely impact its ability to retain clients or to grow its client base and assets under manage men t or assets under advisement, and also may cause the Company to more likely invest client capital based on societal and environmental factors instead of invest ing client capital in the most compelling investment opportunities (i.e., those with the highest return potential for a particula r level of risk). 31

 

 

Risk factors (cont’d) The Company’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network f ail ures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by it s p rofessionals, power outages, and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes, which in each instance may disrupt the Co mpany’s business, damage its reputation, result in financial losses or limit its growth. The Company may be unable to remain in compliance with the financial or other covenants contained in its credit facilities. A ny breach of the Company’s credit facilities could have a material adverse effect on its business and financial condition. The Company relies on its management team to grow its business, and the loss of key management members, or an inability to hi re key personnel, could harm its business. The failure to attract and retain additional qualified personnel and any restrictions on the movement of personnel could prev ent the Company from executing its business strategy and growth plans. Due to the Company’s partially remote workforce, the Company may face increased business continuity and cyber risks that coul d s ignificantly harm its business and operations. Employee misconduct, which can be difficult to detect and deter, could harm the Company’s reputation and subject the Company to significant legal liability. Confidentiality agreements with employees, consultants, and others may not adequately prevent disclosure of trade secrets and ot her proprietary information. If the Company is not able to satisfy data protection, security, privacy, and other government - and industry - specific requiremen ts or regulations, its results of operations, financial condition, or business could be harmed. The Company is exposed to data and cybersecurity risks that could result in data breaches, service interruptions, harm to its re putation, protracted and costly litigation, or significant liability. The Company’s reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States. If the Company’s estimates or judgments relating to its critical accounting policies prove to be incorrect, the Company’s ope rat ing results could be adversely affected. If the Company experiences material weaknesses or otherwise fail to maintain an effective system of internal controls, the Co mpa ny may not be able to accurately or timely report its financial condition or results of operations, which may adversely affec t i nvestor confidence in the Company and, as a result, the value of the Securities. The Company’s controls and procedures may fail or be circumvented, its risk management policies and procedures may be inadequ ate , and operational risks could adversely affect its reputation and financial condition. The Company may not have control over the day - to - day operations of many of the underlying funds included in its Investments or o ver the business of its affiliated managers. The Company may be materially adversely affected by the recent COVID - 19 outbreak. The requirements of being a public company, including maintaining adequate internal control over the Company’s financial and man agement systems, may strain its resources, divert management’s attention, and affect its ability to attract and retain execut ive management and qualified board members. An active market for the Securities may not be sustained, which may inhibit the ability of the Company’s stockholders to sell sh ares of the Company’s common stock. 32

 

 

Risk factors (cont’d) The Company’s management team has limited experience managing a public company. If securities or industry analysts do not publish research or reports about the Company’s business, if they adversely change the ir recommendations regarding its shares or if its results of operations do not meet their expectations, the Company’s share p ric e and trading volume could decline. Risks Related to the Private Placement, CGC and the Business Combination There can be no assurance that CGC will be able to raise sufficient capital in the Private Placement to consummate the Busine ss Combination. CGC and the Targets will incur significant transaction costs in connection with the Business Combination. The consummation of the Business Combination is subject to a number of conditions, including regulatory approvals and third - part y consents, and if those conditions are not satisfied or waived, the Business Combination may not be completed. The ability to successfully effect the Business Combination and the Company’s ability to successfully operate the business th ere after will be largely dependent upon the efforts of certain of its key personnel, and it cannot be assured that all of those key personnel will stay with the Company following the Business Combination. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price or val ue of the Securities may decline. There is a possibility that legal proceedings could be brought in connection with the Business Combination and the outcome of su ch proceedings, if initiated, could delay or prevent the completion of the Business Combination. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the Company’s and/ or the Targets’ business and results of operations and the Parties’ ability to consummate the Business Combination. The Company will be a holding company and its only material asset after completion of the Business Combination will be its in ter est in its subsidiaries, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, expenses, and dividends. GCG is an emerging growth company within the meaning of the Securities Act of 1933, as amended, and has taken advantage of ce rta in exemptions from disclosure requirements available to emerging growth companies; this could make the Company’s securities l ess attractive to investors and may make it more difficult to compare the Company’s performance with other public companies. 33

 

 

 

 



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