Privacy-Forward, Machine Learning AdTech Pioneer AdTheorent and MCAP Acquisition Corporation Complete Closing of Business Combination

AdTheorent Holding Company, Inc., a leading programmatic digital advertising company using advanced machine learning technology and privacy-forward solutions to deliver measurable value for advertisers and marketers, yesterday announced that it had completed its business combination (the “Business Combination”) with MCAP Acquisition Corporation (“MCAP”) (Nasdaq: MACQ), a special purpose acquisition company sponsored by an affiliate of Monroe Capital LLC (“Monroe Capital”). The Business Combination was approved by MCAP stockholders in a special meeting on December 21, 2021, and formally closed on December 22, 2021. AdTheorent shares will begin trading today on Nasdaq under the ticker symbol “ADTH” and its warrants will trade under the ticker symbol “ADTHW”.

AdTheorent’s management team, led by CEO Jim Lawson, will continue to execute the Company’s growth strategy. AdTheorent’s existing majority equity holder H.I.G. Growth Partners, the dedicated growth capital investment affiliate of H.I.G. Capital, a leading global alternative investment firm, will remain the Company’s largest stockholder.

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AdTheorent’s privacy-forward programmatic digital advertising platform uses machine learning models fueled by non-individualized statistics to drive superior campaign performance, measured by advertiser business goals. The Company is consistently recognized as a leader in its industry, and over the past four months it has seen extremely strong business momentum (49% year-over-year growth for the nine months ended September 30, 2021) and has maintained its “Rule of 50+” company status. During the period, AdTheorent also raised its full-year 2021 guidance twice and has won multiple awards, in addition to its other impressive achievements.

“After several quarters of steady growth and maintaining strong financial fundamentals, we felt entering the public markets was a natural next step for AdTheorent, especially as we believe the market will continue to move towards our privacy-forward machine-learning approach to ad targeting, and drive enduring demand for our solutions,” said Lawson. “We believe the transaction provides AdTheorent the necessary resources to fund our continued expansion and further advance the innovation of both existing and new solutions, which our customers rely on to drive their own revenue and growth. We look forward to capturing even greater market share, with an eye toward delivering steady value to our shareholders along the way.”

“Today is a significant milestone for AdTheorent and a testament to the vision, hard work, and dedication of its management team over the last several years. Considering the current market dynamics in the advertising industry, we believe AdTheorent has a long runway for growth and will experience continued success as a public company,” said Eric Tencer, Managing Director at H.I.G. Growth Partners.

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“We are excited for AdTheorent as they begin their next chapter as a public company. With a powerful combination of its strong executive leadership, talented workforce, and industry-leading solutions, we expect that AdTheorent will continue to deliver significant value to its customers. Together, the Company is well-positioned to maintain its strong growth trajectory and create both immediate and long-term value for shareholders,” said MCAP’s former Co-President Zia Uddin.

MCAP is the third SPAC in which affiliates of Monroe Capital acted as a sponsor or participated as a member in the sponsor group. In 2018, an affiliate of Monroe Capital was a member of the sponsor group of Thunder Bridge Acquisition, Ltd. and supported its successful business combination with Repay Holdings Corporation (Nasdaq: RPAY). In 2019, an affiliate of Monroe Capital was a member of the sponsor group of Thunder Bridge Acquisition, Ltd. II and supported its successful business combination with indie Semiconductor, Inc. (Nasdaq: INDI).

The transaction provided primary proceeds of approximately $100 million funded to AdTheorent’s balance sheet to fund the Company as it continues to innovate its technology platform and expand its business. Greenberg Traurig, LLP and Nelson Mullins Riley & Scarborough LLP served as legal advisors to MCAP and Paul Hastings LLP served as legal advisor to AdTheorent. BofA Securities, Inc., Cowen and Company, LLC and Canaccord Genuity LLC served as joint placement agents on the PIPE offering in connection with the Business Combination. Cowen and Company, LLC and BofA Securities, Inc. served as financial advisors to MCAP and Canaccord Genuity LLC served as financial advisor to AdTheorent.

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