We had a HEAVY amount of filings tonight and in the interest of providing information on all the SPACs involved, a brief summary has been provided on each below. Additionally, a more thorough post on the new SPAC – GigCapital2 – will be provided in a later post.
This SPAC will NOT be pricing tonight. Diamond Eagle re-filed their S-1 late this afternoon, so a pricing will be taking place next week instead (date to-be-determined). However, Monday is the strongest possibility. Additionally, Diamond Eagle added the Crescent Term to this amendment with a $9.20 threshold.
Thunder Bridge (TBRG)
Thunder Bridge announced a $135 million PIPE tonight at a price of $10.00 per share with investors including Neuberger Berman, Baron Funds, BlackRock, and members of Thunder Bridge’s sponsor group, Pete Kight and Monroe Capital However, in exchange for agreeing to a 120 day lock-up on those shares, the investors will be receiving $2mm of the sponsors private placement warrants. The remaining sponsor private placement warrants will all be forfeited and cancelled as well as 1.95 million founders shares.
Additionally, Thunder Bridge is changing the public warrants:
- Each warrant holder will now receive shortly after the closing of the business combination a cash payment of $1.50 per warrant. Additionally, the holders of the private placement warrants (above) waiving their right to the cash payment.
- Plus, the warrants will now be exercisable for one-quarter of a Class A ordinary share for an exercise price of $2.875 for each one-quarter share ($11.50 per whole share), rather than the original full warrant.
Finally, the cash closing condition has been reduced from $290.0 million to $260.0 million and the base consideration to Repay has been reduced by $19.4 million to $580.7 million. Furthermore, per the presentation slides (see link below), due to the cash at closing condition, should more than 52.6% of Thunder Bridges shareholders elect to redeem, the transaction will not close.
UPDATE: Thunder Bridge put out a press release this morning correcting the above statement. Per the 8-k: The final bullet in such slide 3, which appears next to the caption “Minimum Cash Consideration Condition” erroneously stated “Requires that holders of not more than 13,568,628 of Thunder Bridge’s Class A ordinary shares (52.6% of the outstanding Thunder Bridge Class A ordinary shares) elect to have their shares redeemed.” This statement should read “Requires that holders of not more than 12,215,084 of Thunder Bridge’s Class A ordinary shares (47.3% of the outstanding Thunder Bridge Class A ordinary shares) elect to have their shares redeemed.”
There is a conference call tomorrow morning at 9:00 am and you can access the call by dialing (877) 407-3982 toll-free in the U.S. or (201) 493-6780 internationally and participants should provide Conference ID 13690916. A webcast of the call, along with the investor presentation, can be accessed at http://repay.mergerannouncement.com/.
Capitol Investment Corp. (CIC)
Mark D. Ein, and its President and Chief Financial Officer, L. Dyson Dryden, and the Company’s independent directors collectively committed to lend the Company an aggregate of an additional $102,000, if such funds are needed by the Company to complete their business combination. This wasn’t a momentous 8-K, but it does indicate they are probably low on working capital after working towards a closing for nearly two years.
GigCapital2, Inc. (GIX.U)
We have another new SPAC filing….Gig2 will be raising $130 million and this time around the Gig team will be using EarlyBirdCapital and Northland Capital Markets as their joint book-runners. (Gig1 was underwritten by Cowen and Chardan). This SPAC is a 100%, 1 share + 1 full warrant deal.
A more thorough write-up will be forthcoming once I’ve had a chance to fully read through the prospectus.
Modern Media Acquisition Corp. (MMDM)
Modern Media filed their new Preliminary Proxy for their upcoming extension vote in June (date TBD) and set a record date for the meeting on May 13, 2019. There is still no additional contribution to the trust for shareholders that do not redeem in connection with the extension vote, but you can tender your shares up to two day ahead of the meeting. Their current extension expires on June 17th, so presumably the vote will take place just before then. MMDM is asking to extend their completion deadline to August 17th, 2019.
Jensyn Acquisition Corp. (JSYN)
Jensyn also filed a Preliminary Proxy for their shareholder vote to complete their business combination with Peck Electric Co. Their meeting date will be June 14, 2019, with a record date of May 30, 2019.
However, in order to redeem you MUST vote either yes or no for the combination and that means you MUST be a shareholder of record. This is in addition to properly tendering your shares for redemption up to two days ahead of the vote.
We’ve seen a few SPACs recently tie their redemption to the vote, so make sure to be aware of all the requirements if you would like to redeem.