IPO Terms/Details

Total Public Proceeds at IPO ($mm):$200.0
% Held in Trust:100.0%
$ Held in Trust per Unit:$10.00
Mgmt's Sector Expertise/Focus:Companies with an EV between $500M and $2BN
IPO Date:---
Months to Complete:24
Deadline Date:---
Unit Structure (TRTLU)
Share (TRTL):1 Class A Common Stock
Warrant (TRTLW):1 Warrant
Public Warrant Terms:
Exercise Price:$11.50
Redemption Price:$18.00
Cash or Cashless Redemption:Mgmt's Discretion
Book-runner(s) and Lead Mgr(s):Nomura
Co-Manager(s):SunTrust Robinson Humphrey, Janney Montgomery Scott
Fees (Upfront/Deferred):0.9% / 4.0%
Issuer's Counsel:Greenberg Traurig, LLP
Underwriter's Counsel:Skadden, Arps, Slate, Meagher & Flom LLP


Executive Officers

Nathan Leight, 58
Chairman and CEO

Mr. Leight is the senior managing member of Terrapin Partners, LLC, and has been since 1998. He is also chairman and chief investment officer of Terrapin Asset Management, LLC as well as chairman of its specialty finance lending affiliate, Terrapin Lending Company. From June 2014 to December 2016, Mr. Leight was chairman of Terrapin 3 Acquisition Corporation, a blank check company that raised approximately $212.8 million of gross proceeds in its initial public offering and later consummated a business combination with Yatra Online Inc. (NASAQ:YTRA), the second largest online travel agent based in India.  Mr. Leight served as chairman of Aldabra 2, another blank check company which raised $414 million of gross proceeds in its 2007 initial public offering and later acquired the paper and packaging assets of Boise Cascade, LLC to form Boise, Inc. (NYSE:BZ) in a transaction valued at more than $1.6 billion. Mr. Leight served as a director of Boise Inc. for five years, from 2007 to 2012. Mr. Leight was chairman of Aldabra 1, a blank check company that raised $55.2 million of gross proceeds in its 2005 initial public offering and later merged with and into affiliates of Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD), the largest provider of dredging services in North America, in a transaction valued at more than $400 million. Mr. Leight initially served as a director of the company following the business combination, and served as chairman from 2011 to October 2015. From 2009 to 2011, Mr. Leight served on the board of TradeStation Group, Inc., now a wholly-owned subsidiary of Monex Group, Inc. (Tokyo Stock Exchange: 8698). Previously, from 1995 to 1998, Mr. Leight was the chief investment officer of Gabriel Capital LP, managing more than $1 billion. Gabriel Capital specialized in bankruptcies, under-valued securities, emerging markets, private equity and merger arbitrage. Prior to joining Gabriel Capital, from 1991 to 1995 Mr. Leight established and oversaw the proprietary trading department at Dillon Read & Co. Inc., which specialized in bankruptcy and distressed situations as well as risk arbitrage. Mr. Leight graduated cum laude from Harvard College..

Guy Barudin, 57

Mr. Barudin is also a managing director with Terrapin Partners, LLC. From June 2014 to December 2016, Mr. Barudin served as chief financial officer and chief operating officer of Terrapin 3 Acquisition Corporation. Mr. Barudin continues to serve as a chief operating officer of Yatra USA Corp., the U.S.-based affiliate of Yatra Online, Inc. Mr. Barudin joined Terrapin in 2007 to focus on its business development and private equity efforts. In addition to supporting Terrapin’s private equity activities, he manages a portfolio of alternative assets including real estate, energy, private equity, venture capital, hedge funds and fund of funds. Mr. Barudin joined Terrapin from Medco Health Solutions, where from 2000 to 2007 he held various business development and finance positions and concentrated on strategic transactions related to healthcare information technology and pharmacy benefit strategy. Prior to Medco, from 1996 to 1999 Mr. Barudin was Vice President for Alliances and New Ventures at MasterCard International. Prior to Mastercard, he held positions in corporate finance at Merrill Lynch, PaineWebber Group Inc., and Dillon Read & Co., Inc. Mr. Barudin received an MS from Massachusetts Institute of Technology Sloan School of Management and a BSE from Princeton University cum laude.

Board of Directors

Jonathan Kagan, 61
Director Nominee

Mr. Kagan has been a Managing Principal of Corporate Partners LLC since 2006, where he oversees the investment of privately negotiated investments in public and private companies. Mr. Kagan began his career in the investment banking division of Lazard Frères Co. LLC where he held a variety of positions from 1980 until 2009 including Managing Director of Lazard Alternative Investments LLC. Previously, Mr. Kagan was also a Managing Director of Corporate Partners I LP, and of Centre Partners Management LLC, where he managed the Centre Capital Funds. Mr. Kagan served as a director of Terrapin 3 Acquisition Corporation from the closing of its initial public offering in July 2014 until the consummation of its business combination with Yatra in December 2016. Mr. Kagan received an MA (1 Hon) from Oxford University and his AB, summa cum laude and Phi Beta Kappa from Harvard College.

Bruce Pollack, 58
Director Nominee

Mr. Pollack has served as Managing Partner at Centre Partners Management LLC, a private equity fund manager, since 1991. Prior to Center Partners, Mr. Pollack began his career in the investment banking division of Becker Paribas Incorporated and Merrill Lynch Capital Markets. Mr. Pollack currently serves as a director of publicly listed, Lifetime Brands, Inc. (NASD: LCUT) and as a director of the following private companies: Taylor Precision Products, Inc., K2 Pure Solutions, L.P., Nearly Natural, LLC, Sun Orchard, Inc. and U.S. Retirement & Benefits Partners, Inc.  Mr. Pollack previously served on the Boards of a number of companies, including Bellisio Foods, Inc., Bumble Bee Foods, L.P., Captain D’s Holding Corp., the Connors Bros. Income Fund, Distant Lands Trading Co., Inc., Garden Fresh Holdings, Inc., The Johnny Rockets Group, Inc., KIK Corporation Holdings, Inc., Salton, Inc., Ross Aviation, LLC and several other private companies. He is on the Board of Governors of the Weizmann Institute of Science and serves as a Trustee at Brandeis University. Mr. Pollack received a B.A. from Brandeis University.

Steven Rosston, 58
Director Nominee

Mr. Rosston has served as Executive Chairman and as a director of Procare Software, a leading provider of childcare management software and integrated payment processing in the United States, since August 2015. Mr. Rosston has served as a director and as a consultant to the CEO of Click Diagnostics, Inc., a life sciences technology company since February 2015.  Mr. Rosston was a founding investor in Workiva (NYSE:WK), a software-as-a-service business, and he served on the Advisory Board and then Senior Advisor to the CEO from 2008 to November 2017. Mr. Rosston also served as a director and as the Executive Chairman of Maintenance Connection from April 2016 to September 2017.  Mr. Rosston served as a Partner, General Partner, Managing Director and Senior Advisor at Glynn Capital Management, LLC, a venture capital and public company investment firm, from 1990 through December 2015, investing in software, Internet, semiconductor, business service, medical device, and medical instrumentation companies. Prior to Glynn Capital, Mr. Rosston served as a product manager, marketing manager and group product manager at ROLM from 1986 to 1990. Mr. Rosston received his MBA (Arjay Miller Scholar) and JD degrees from Stanford University and his BA, magna cum laude, from Harvard College.

Sandor Valner, 56
Director Nominee

Mr. Valner has been associated with Walton Street Capital since 2006.  He is a Managing Principal for Mexico and Latin America at Walton Street Capital, a global real estate private equity firm. Prior to Walton, Mr. Valner was CEO of VALOR, a real estate merchant banking firm he founded in 2001. Prior to founding VALOR, Mr. Valner was a Partner at EMVA since 1995.  He headed Credit Suisse /First Boston’s operations in Mexico from 1990 to 1995 and was part of the Latin America executive committee in New York. Before joining Credit Suisse, Mr. Valner worked for JP Morgan in corporate finance and mergers & acquisitions in New York from 1986 to 1990. Mr. Valner is currently a member on the board of directors of six publicly listed Mexican real estate funds. Mr. Valner received an MBA degree and an MS degree in Engineering from Stanford University in 1986. He obtained his BS in Engineering summa cum laude from the UAM University in Mexico in 1983.

Jeffrey Brown, 44
Director Nominee

Mr. Brown is a managing director at Terrapin Partners, LLC and TICO Management Company, LP.  Mr. Brown joined Terrapin in December 2017 as CIO and Portfolio Manager of TICO and is primarily responsible for investment decisions for TICO fund vehicles which focus on debt-related and special situations investments. Mr. Brown leads the TICO investment committee and contributes significant global private credit and special situations investment expertise to the Fund’s team. Prior to TICO, Mr. Brown was a Partner and Managing Director with J.H. Whitney Investment Management LLC from October 2014 to July 2017 and, earlier, from 2010 to July 2014, a Founding Partner and member of the investment committee of True Green Capital Management LLC, a special situations investment firm with over $700 million current assets under management focused on non-traditional sectors undergoing disruption and social impact-accredited end markets. Mr. Brown was earlier a Senior Vice President and Senior Research Analyst with Plainfield Asset Management LLC, a special situations hedge fund based in Greenwich, CT with more than $5 billion in peak assets under management. Mr. Brown was earlier an analyst at W.R. Huff Investment Management, a $14 billion high yield and private equity manager in Morristown, NJ.  Mr. Brown’s prior board and bond holder committee directorships include, among others, Solsil Inc (GSM:NASDAQ), HelioSphera SA, Recycled Paper Greetings, Bioenergy Holdings LLC, WR-TGC Solar Generation IV, Atkins Nutraceuticals and TCBY (MF Holdings). Mr. Brown received an M.B.A. from MIT Sloan School of Management and a B.A., with distinction, from Yale University.


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