Friday Happy Hour Update: New SPAC, Greenrose, Juniper Industrial, GSAH

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Friday Happy Hour Update: New SPAC, Greenrose, Juniper Industrial, GSAH

Jan 31, 2020 INTEL by Kristi Marvin

In no particular order, the below is a summary of Friday’s SPAC news.


NEW SPAC: dMY Technology Group, Inc. (DMYT.U)

2020’s SPAC number #11 filed tonight for IPO.  This one, dMY Technology Group, Inc. (DMYT.U), is a $200 million SPAC focusing on companies within the mobile application (“app”) ecosystem or consumer internet companies, and will be underwritten by Goldman Sachs and UBS. Interestingly, dMY is a 1/2 warrant SPAC, and will be led by Nicolas de Masi, as CEO, and Harry You, as Chairman.  A full write-up will be provided once I’ve had a chance to read through the prospectus.


GREENROSE ACQUISITION CORP. (GRACU)

Greenrose Acquisition Corp. (GRACU), filed an amended S-1 tonight, ahead of their anticipated IPO next week.  However, it appears Greenrose is having the same issues as InterPrivate (IPV.U) in that they’re delayed getting through SEC comments (Sometimes a deal will get a new reviewer at the SEC, and there’s a learning curve to SPACs).

However, today’s amended S-1 included a few changes to Greenrose’s terms. Namely, the $250,000 of interest per year that the team could remove from trust to fund working capital requirements has been withdrawn.  Furthermore, Greenrose initially had a 3/4 warrant included in its unit, but that has now been changed to a full warrant.

These terms are a nice improvement and that full warrant, in a climate of 1/4 warrant deals, should be very attractive to SPAC investors. Look for this one to price on Thursday, February 6th, but it could go a day earlier or be pushed to the following week, contingent on the SEC.


JUNIPER INDUSTRIAL (JIH)

Juniper Industrial Holdings, Inc. (JIH), which IPO’d on November 8, 2019, announced tonight that its CEO, Roger Fradin, will be stepping down.  However, Mr. Fradin will remain as Chairman of the Board of Directors.  The fact that Mr. Fradin is staying as Chairman of the Board, is quite telling and probably means it’s just a case of “Overboarding”. If you haven’t heard of Overboarding, you can review the term HERE, but basically it means that Mr. Fradin is on too many company boards.  ISS governance (Institutional Shareholder Services), stipulates that you cannot sit on more than five public company boards, and if you’re the CEO of a public company, no more than two public companies besides their own.  A quick perusal of Mr. Fradin’s bio in the Juniper prospectus reveals, “Mr. Fradin currently sits on the boards of L3Harris Technologies Inc. (NYSE: LHX), MSC Industrial Direct Co., Inc. (NYSE: MSM), or MSC, Pitney Bowes Inc. (NYSE: PBI), GS Acquisition Holdings Corp. (NYSE: GSAH) and several of The Carlyle Group’s, or Carlyle, portfolio companies in his capacity as a Carlyle Operating Executive.”  By moving to Chairman, rather than CEO, he’s not held to the standard of “two”, but of “five”.

Keep in mind that today’s 8-K says that, “Mr. Fradin will remain very active in identifying and selecting a business for a potential business combination“, so he’s still on the “team”, but just not as CEO.  Additionally, Brian Cook, who is also the CFO, was elected by the Board as the Company’s new Chief Executive Officer


GS ACQUISITION HOLDINGS (GSAH)

GS Acquisition Holdings (GSAH) filed an 8-K this evening announcing that on January 31, 2020, Vertiv commenced a process to refinance its existing term loan credit facility and amend and extend its existing asset-based revolving credit facility.

The proposed refinancing transaction is expected to reduce Vertiv’s debt service requirements and leverage and extend the maturity profile of its indebtedness. It is anticipated that the proposed refinancing transaction will close during the first quarter of 2020 following the Business Combination.  However, since the terms of the refinancing have not yet been finalized, GSAH is giving everyone a heads up that “structure, timing and anticipated impact are subject to change.

 

 

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