Friday evening, we had SPAC #51 for the year file for IPO with Juniper Industrial Holdings, Inc. (JIH.U), a $300 million SPAC focused on the industrial sector. Juniper will be led by by Roger Fradin, as Chairman and CEO, and Brian Cook, as CFO and Director. Both Mr. Fradin and Mr. Cook share a common background having both come from Honeywell, where Mr. Fradin was President and CEO of Honeywell Automation and Control Solutions, or ACS, and Mr. Cook was Global Head of M&A. Additionally, Mr. Fradin is currently a board Director of another industrial-focused SPAC, GS Acquisition Holdings (GSAH). If you recall, GSAH is being led by David Cote, another Honeywell alumnus, having previously been Chairman and CEO.
However, speaking of GSAH and being involved with multiple SPACs, Juniper has agreed (in the Conflicts of Interest section) to “not participate in the formation of, or become an officer or director of, any other special purpose acquisition company…until we have entered into a definitive agreement regarding our initial business combination.” This term has been in a few other SPACs recently, however, could it mean that there won’t be a conflict of interest with Mr. Fradin and GSAH shortly? Meaning, this term applies to Juniper and any SPACs going forward, but Mr. Fradin DOES still have a Director’s commitment to GSAH. So, if GSAH announces their definitive agreement with a combination before Juniper prices, that would certainly remove any SPAC conflicts for Mr. Fradin. Hmmm….I guess we’ll have to wait and see.
Looking at this SPAC’s structure, we see a 100% in trust, 1/2 warrant transaction. However, they are also asking for 24 months duration with an automatic 3-month extension as long as there is an agreement on file (definitive or LOI). Plus, they have the ability to call the warrants for shares at $10.00 (+ $0.10 per warrant), which is a very A+ team term. And, they can remove $250K of interest per year from trust to satisfy regulatory requirements (which is basically just “working capital” by another name). So taking all of these terms together, this is a very A++ structure, except for the warrants. And while technically Mr. Fradin is not a SPAC newbie, since he’s currently a Director of GSAH, a board position doesn’t hold as much weight and GSAH still hasn’t announced yet. As such, Juniper is going with the 1/2 warrant that is typical of first time SPAC teams. This is a nice concession on Juniper’s part and should make warrant holders happy.
In summary, this is a good looking team with significant industrial experience, both from a deal-making perspective as well as operationally, and that’s always a good combination. Plus, the 1/2 warrant will be a lot more palatable making this an easy sell. There should be a lot of demand for this SPAC and given that they are searching in the $1 billion to $2 billion range, an up-size is not out of the question. Look for Juniper to price mid-November, but as early as November 7th.
Summary of terms below: