Churchill Capital Corp. Increases SPAC to $450 Million

FSAC

Churchill Capital Corp. Increases SPAC to $450 Million

Sep 4, 2018 INTEL by SPACInsider

Churchill Launches the Fall Season with an Upsize.

Churchill Capital Corp. filed an amended S-1 this morning, increasing their deal size from $400 million to $450 million.  There were no other additions or subtractions to the terms or management team, but it does appear that Mr. Balakrishnan Iyer had a birthday somewhere between today’s filing and the previous amendment on August 20th.  He’s a Virgo y’all…Happy 62!

Additionally, Citigroup is still the only underwriter on the cover. Can they take down a SPAC that size themselves? Yeah, they can.  However, another bank such as I-Bankers, will mostly likely be brought on to top off the 350 round lot shareholders needed to comply with NYSE listing standards.

All told, an upsize is a great way to start what is anticipated to a busy Fall Season. Full updated summary of terms below:

Churchill Capital Corp. Summary of Terms:
  • Focus:  Technology / Software
  • Size: $450 million
  • 100% held in trust ($10.00 per share)
  • $10.00 unit comprised of one share of Class A Common Stock + 1/2 of one Warrant 
  • Warrant call for redemption threshold: equals or exceeds $18.00 (cash or cashless exercise)
  • 24 months to complete an acquisition 
  • Limitation on Redemption Rights: 15%
  • At-risk Capital: $13.5 million (13,500,000 warrants at $1.00)
  • Underwriter fees: 2.0% + 3.5% deferred. 

Citigroup is sole book-runner.

Paul, Weiss, Rifkind, Wharton & Garrison LLP and Winston & Strawn LLP are Issuer’s Counsel and Underwriter’s Counsel, respectively.

 

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