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Valar Doeharis: Arya Sciences Acquisition Corp. Files for $125M SPAC

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Valar Doeharis: Arya Sciences Acquisition Corp. Files for $125M SPAC

Sep 12, 2018 INTEL by Kristi Marvin

 

Winter is Coming and so is Arya Sciences Acquisition Corp.

Arya Sciences Acquisition Corp. filed for a $125 million SPAC IPO today, with a focus on the healthcare, and more specifically, the life sciences and medical technology sectors.  Additionally, Perceptive Advisors,  one of the most well known life sciences hedge funds, is acting as sponsor.

Arya Sciences is being led by Joseph Edelman, the founder of Perceptive Advisors, as Chairman, and Adam Stone, who is the Chief Investment Officer of Perceptive, as CEO and Director.  If you’re going to be looking in the healthcare space, it’s hard to argue with wanting Perceptive involved.  Perceptive has over $5 billion in assets under management focused exclusively on the healthcare industry so clearly they have some understanding of the sector.

Additionally, Perceptive Advisors will be sponsoring this SPAC via it’s affiliate – Arya Sciences Holdings, and has indicated an interest in purchasing up to $25 million of shares at business combination.  However, an “indication of interest” is sort of like the Coke Zero of backstops.  Tastes like Coke, but without any of the “sugar”.  I.e.,  they say they’re interested, but it doesn’t hold a lot of weight.

A summary of terms has been provided below, but you can review the the profile page with management bios here.

Arya Sciences Summary of Terms:
  • Focus:  Healthcare – Life Sciences/Med Tech
  • Size: $125 million
  • 100.0% held in trust ($10.00 per share)
  • $10.00 unit comprised of one share of Common Stock + 1/2 of a full Warrant 
  • Warrant call for redemption trigger: equals or exceeds $18.00 (cash or cashless exercise)
  • 24 months to complete an acquisition
  • Limitation on Redemption Rights: 15%
  • At-risk Capital: $5.44 million (5,437,500 warrants at $1.00)
  • Indication of Interest: 
    • Arya Science Holdings (an affiliate of Perceptive), the Sponsor, has indicated an interest in purchasing up to $25 million of shares at combination
  • Underwriter fees: 2.75% + 3.25% deferred. 

 

Jefferies is sole book-running manager and Chardan is lead manager.

Kirkland & Ellis LLP and Skadden, Arps, Slate, Meagher & Flom LLP are Issuer’s Counsel and Underwriter’s Counsel, respectively.

 

ByKristi Marvin