James Graf, who served on the Platinum Eagle, Double Eagle, Silver Eagle and Global Eagle SPAC teams, debuts his own SPAC – Graf Industrial Corp.
Tuesday afternoon, Graf Industrial Corp. filed for a $225 million IPO with a focus on the Industrial sector and is being led by the eponymous James Graf, as CEO and Director. As previously mentioned, Mr. Graf brings a long SPAC resume to the team, having served on three previous “Eagle” SPACs (Double, Silver and Global) and another Eagle that is still searching (Platinum).
Looking at Mr. Graf’s previous SPAC experience, he served as vice president, CFO and treasurer on the Double Eagle SPAC, now WillScot Corp., and reviewing the table below, that one was very much a winner. The other two, not so much.
However, in the first three Eagles, Mr. Graf’s role was CFO. He is also currently only a Director of Platinum Eagle. So now that he’s in the pilot’s seat as CEO with Graf Industrial, it’s a bit of a different story. He’s got the “stick”. Plus, experience counts and Mr. Graf has that in spades.
| Name | IPO Date | Unit Price | Gross Proceeds (mms) | Acquisition | Acquisition Symbol | Acquisition Current Share Price |
|---|---|---|---|---|---|---|
| Platinum Eagle | Jan-18 | $10.00 | $325.0 | *Searching* | --- | --- |
| Double Eagle | June-15 | $10.00 | $500.0 | WillScot Corp. | WSC | $17.05 |
| Silver Eagle | April-13 | $10.00 | $325.0 | Videocon d2h Limited (Now trading on the NSE) | VIDEOIND.NS | --- |
| Global Eagle | Feb-11 | $10.00 | $190.0 | Row 44 Inc. & Advanced Inflight Alliance | ENT | $2.37 |
Regarding structure, once again we see the addition of the “Crescent Term“, which provides investors protection in the event an acquisition involves a PIPE. Plus, we have another small twist regarding the completion deadline. The prospectus states the team will have 15 months to complete an acquisition. However, if they need an additional three months, the warrant (which at IPO is for 1/2 share), becomes a warrant for 3/4 of a share.
Fifteen months is an incredibly short amount of time for a SPAC to complete a deal. So, was the extra 1/4 share added to the warrant more palatable to the SPAC team rather than say, over-funding the trust to start with 18 months? We can only speculate yes, but it will be a full-on sprint to the finish line. Summary of terms below.
Graf Industrial Corp. Summary of Terms:
- Focus: Industrials
- Size: $225 million
- 100.0% held in trust ($10.00 per share)
- $10.00 unit comprised of one Share of Common Stock + 1 Warrant for 1/2 Share
- Warrant call for redemption trigger: equals or exceeds $18.00 (cash or cashless exercise)
- 15 months (+ 3 months) to complete an acquisition:
- If an additional 3 months is needed, the public warrants become exercisable for 3/4 share
- At-risk Capital: $6.7 million (13,400,000 warrants at $0.50)
- “Crescent Term” included
- Underwriter fees: 2.0% + 3.5% “Business Combination Marketing” fee
EarlyBirdCapital and Oppenheimer & Co are co-bookrunning managers. I-Bankers Securities is co-manager.
Winston & Strawn LLP and Graubard Miller are Issuer’s Counsel and Underwriter’s Counsel, respectively.
At the SPAC of Dawn As April’s sleepy month for SPAC news continues, there is only one special meeting on the docket to consider a SPAC deal approval, that being today’s vote on Pegasus Digital Mobility‘s (NYSE:PGSS) combination with equipment manufacturer Schmid. Three more SPACs are facing extension votes this week, including Pyrophyte (NYSE:PHYT), whose...
Terms Tracker for the Week Ending April 19, 2024 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. Passover and school spring break starts next week, which most likely means a slowdown in SPAC filing activity. Although Churchill IX is now rumored to...
Despite a week of general pull-backs in the market, fintech firm Ibotta (NYSE:IBTA) nonetheless took the dive and had a good week debuting via a traditional IPO in the choppy waters. The company, which provides app-based consumer cashback discounts on purchases, priced its IPO at $88, above its proposed range of $76 to $84, and...
At the SPAC of Dawn Happy Friday! SPACInsider has unveiled new presets on SPAC Performance accessible via the Data drop-down to easily sort for the highest and lowest performing active SPACs and de-SPACs. On the de-SPAC side, Vertiv (NYSE:VRT) continues to be well ahead of the pack, logging a 710% return by share price adjusted...
AGBA (NASDAQ:AGBA) stock is up over +90% this morning following a +211% premarket spike on news it has signed a definitive agreement to combine with social streaming video platform Triller. AGBA, the company itself, was formed by the $555 million combination between a SPAC of the same name and TAG Companies, a financial services firm...