Just when you thought Gig was done making arrangements to close their combination……nope. They’re back with another. This time with Glazer Capital, LLC (“Glazer”). This new, non-binding LOI with Glazer is similar to yesterday’s non-binding LOI with Nomura, with a few tweaks. Essentially, Gig will be acquiring (post-combination close) the 750,000 shares of common stock of GigCapital (GIG) currently held by Glazer and Glazer may, but is not obligated to, acquire an additional 250,000 shares of GIG. In return, Glazer agrees not to redeem or sell those shares prior to the six (6) month anniversary of the Business Combination Closing Date. Again, similar to the Nomura LOI, Glazer may sell the Shares at any per Share price above $10.50 per Share beginning the day after the Kaleyra transaction closes.
Here’s where the LOI differs from Nomura – If Glazer still owns Shares as of the six (6) month anniversary of the Business Combination Closing Date, Glazer can sell those Shares to GigCapital for a per Share price (the “Shares Purchase Price”) equal to:
- the per share redemption price at the Business Combination, plus
- $0.03 per Share for each month following the Business Combination Closing Date that Glazer has held the Shares.
So Glazer could potentially be getting an additional $0.18 if they wait six months, so really, that means the share price needs to be trading $0.18 above redemption value before Glazer thinks about selling their shares (somewhere around $10.70, depending on when Gig goes to a vote).
Regardless, this effectively ties up another 750,000 shares and potentially 1,000,000 if Glazer can get their hands on an additional 250,000. Plus, Gig now has forward purchase agreements and non-binding LOIs with Greenhaven, Kepos, and Yakira for the Rights (although, Yakira’s arrangement is for both Rights and Shares), and non-binding LOIs with Nomura and Glazer for the Shares. Gig is really getting their money’s worth from their lawyers with all these agreements and 8-Ks.
I’ve said, “post this announcement, Gig should be moving towards setting a vote date“, a couple of times now, only to get another arrangement the following day. So while I’d like to think this will be the last one, I’m going to hedge my bets and say we might get another tomorrow? Guess we’ll have to wait and see. Stay tuned.
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