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EX-23.1 - EX-23.1 - Exela Technologies, Inc. | fs12014a1ex23i_quinpario.htm |
SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933
Delaware |
6770 |
47-1347291 |
||||||||
(State or other
jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
12935 N. Forty Drive, Suite 201
St. Louis, MO 63141
(314) 548-6200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Quinpario Acquisition Corp. 2
c/o Quinpario Partners LLC
12935 N. Forty Drive, Suite 201
St. Louis, MO 63141
(314) 548-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
David Alan
Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 818-8800 (212) 818-8881 Facsimile |
Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 (212) 446-4800 |
Large
accelerated filer o |
Accelerated filer o |
Non-accelerated filer x (Do not check if a smaller reporting company) |
Smaller reporting company o |
Title of each Class of Security being registered |
Amount being Registered |
Proposed Maximum Offering Price Per Security(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
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Units, each
consisting of one share of Common Stock, $.0001 par value, and one Warrant |
40,250,000 Units(2) |
$ | 10.00 | $ | 402,500,000 | $ | 51,842.00 | |||||||||||
Shares of
Common Stock, $.0001 par value, included as part of the Units |
40,250,000 Shares(2) |
| | | (3) | |||||||||||||
Warrants
included as part of the Units(4) |
40,250,000 Warrants(2) |
| | | (3) | |||||||||||||
Total |
$ | 402,500,000 | $ | 51,842.00 | (5) |
(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). |
(2) |
Includes 5,250,000 Units and 5,250,000 shares of Common Stock and 5,250,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any. |
(3) |
No fee pursuant to Rule 457(g). |
(4) |
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(5) |
Filing fee previously paid. |
PRELIMINARY PROSPECTUS
35,000,000 Units
Price to Public |
Underwriting Discounts and Commissions(1) |
Proceeds, Before Expenses, to us |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per Unit
|
$ | 10.00 | $ | 0.55 | $ | 9.45 | ||||||||
Total
|
$ | 350,000,000 | $ | 19,250,000 | $ | 330,750,000 |
(1) |
Includes $0.35 per unit, or $12.25 million in the aggregate (or approximately $14.10 million in the aggregate if the underwriters overallotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in our trust account. These funds will be released only on completion of our initial business combination, as described in this prospectus. Please see the section titled Underwriting for further information relating to the underwriting arrangements agreed to between us and the underwriters in this offering. |
Deutsche Bank Securities |
Cantor Fitzgerald & Co. |
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Page |
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SUMMARY
|
1 | |||||
SUMMARY
FINANCIAL DATA |
18 | |||||
RISK FACTORS
|
19 | |||||
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS |
42 | |||||
USE OF
PROCEEDS |
43 | |||||
DIVIDEND
POLICY |
47 | |||||
DILUTION
|
48 | |||||
CAPITALIZATION
|
50 | |||||
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
51 | |||||
PROPOSED
BUSINESS |
56 | |||||
MANAGEMENT
|
73 | |||||
PRINCIPAL
STOCKHOLDERS |
85 | |||||
CERTAIN
TRANSACTIONS |
88 | |||||
DESCRIPTION OF
SECURITIES |
91 | |||||
SHARES
ELIGIBLE FOR FUTURE SALE |
96 | |||||
MATERIAL U.S.
FEDERAL INCOME TAX CONSIDERATIONS |
98 | |||||
UNDERWRITING
|
106 | |||||
LEGAL MATTERS
|
113 | |||||
EXPERTS
|
113 | |||||
WHERE YOU CAN
FIND ADDITIONAL INFORMATION |
113 | |||||
INDEX TO
FINANCIAL STATEMENTS |
F-1 |
|
references in this prospectus to we, us or our company refer to Quinpario Acquisition Corp. 2; |
|
references in this prospectus to insider shares refer to the 10,062,500 shares of common stock issued prior to this offering, which include up to an aggregate of 1,312,500 shares of common stock subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part; |
|
references in this prospectus to initial stockholders refer to the holders of the insider shares; |
|
references in this prospectus to our management or our management team refer to our officers and directors; |
|
references in this prospectus to our public shares and public warrants refer to shares of our common stock and warrants which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public stockholders and public warrantholders refer to the holders of our public shares and public warrants, including our sponsor and management team to the extent they purchase public shares or public warrants, provided that their status as public stockholders and public warrantholders shall exist only with respect to such public shares or public warrants; |
|
references to private warrants refer to the warrants we are selling privately to our sponsor and its designees upon consummation of this offering; |
|
references in this prospectus to our sponsor refer to Quinpario Partners 2, LLC; and |
|
except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. |
intends to focus on acquiring companies that will increase stockholder value by growing revenue (through organic growth and acquisitions) and improving the efficiency of business operations of the acquired company. We intend to focus primarily on acquiring companies with an enterprise value between $700 million and $2 billion. We believe that the acquisition and operation of an established business will provide a foundation from which to build a diversified business platform.
acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of trust account balance test.
All have corporate management experience, extensive operational expertise and significant transactional experience.
to convert their public shares in connection with any such vote, (C) not to convert any shares (including the insider shares) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our amended and restated certificate of incorporation relating to stockholders rights or pre-business combination activity and (D) that the insider shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 20% of the insider shares, the consummation of our initial business combination and (2) with respect to the remaining 80% of the insider shares, the earlier of one year after the date of the consummation of our initial business combination or if after 150 days after our initial business combination, the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period. Notwithstanding the foregoing, these transfer restrictions will be removed earlier if, after our initial business combination, we consummate a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property or (ii) consolidation, merger or other change in the majority of our management team.
Securities
offered |
35,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock and one warrant. Each warrant offered in this offering
is exercisable to purchase one-half of one share of our common stock. Warrants may be exercised only for a whole number of shares of common stock. No
fractional shares will be issued upon exercise of the warrants. |
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We
structured each warrant to be exercisable for one-half of one share of our common stock at a price of $5.75 per half share, as compared to warrants
issued by some other similar companies which are exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon
completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more
attractive merger partner for target businesses. However, this unit structure may cause our units to be worth less than if they included a warrant to
purchase one full share. |
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Listing of our
securities and proposed symbols |
We
anticipate the units, and the shares of common stock and warrants once they begin separate trading, will be listed on Nasdaq under the symbols
QPACU, QPAC and QPACW, respectively. |
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Each
of the common stock and warrants may trade separately on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc.
informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the SEC containing an audited
balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will
begin. |
Once
the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into
the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of common stock and
warrants. |
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We
will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is
anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the
proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment
option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial
information to reflect the exercise of the over-allotment option. |
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Shares of common
stock: |
||||||
Number
outstanding before this offering |
10,062,500 shares1 |
|||||
Number to be
outstanding after this offering and sale of private warrants |
43,750,000 shares2 |
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Warrants: |
||||||
Number
outstanding before this offering |
0 |
|||||
Number to be
outstanding after this offering and sale of private warrants |
53,000,000 warrants3 |
|||||
Exercisability |
Each
warrant offered in this offering is exercisable to purchase one-half of one share of our common stock. |
1 |
This number includes an aggregate of 1,312,500 insider shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. |
2 |
Assumes the over-allotment option has not been exercised and an aggregate of 1,312,500 insider shares have been forfeited. |
3 |
Assumes the over-allotment option has not been exercised. |
Exercise
price |
$5.75
per half share, subject to adjustment as provided for herein. No public warrants will be exercisable for cash unless we have an effective and current
registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of
common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public
warrants is not effective within a specified period following the consummation of our initial business combination, public warrant holders may, until
such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis. |
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Exercise
period |
The
warrants will become exercisable on the later of 30 days after the completion of an initial business combination or 12 months from the closing of this
offering. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or
earlier upon redemption. |
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Redemption |
We may
redeem the outstanding warrants (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant: |
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at any time while the warrants are exercisable, |
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upon a minimum of 30 days prior written notice of redemption, |
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if, and only if, the last sales price of our shares of common stock equals or exceeds $24.00 per share for any 20 trading
days within a 30 trading day period (the 30-day trading period) ending three business days before we send the notice of redemption,
and |
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if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying
such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of
redemption. |
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If the
foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled
redemption date. However, the price of the shares of common stock may fall below the |
$24.00
trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued. |
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The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a substantial premium to the initial
exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price
declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the
warrants. |
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If we
call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so
on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by
the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The
fair market value shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all
holders to exercise their warrants on a cashless basis will depend on a variety of factors including the price of our shares of common
stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive stock
issuances. |
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Offering proceeds
to be held in the trust account |
$341,000,000 of the net proceeds of this offering (or $392,450,000 if the over-allotment option is exercised in full), plus the $9,000,000 we
will receive from the sale of the private warrants (or $10,050,000 if the over-allotment option is exercised in full), for an aggregate of $350,000,000
(or $402,500,000 if the over-allotment option is exercised in full) or $10.00 per unit sold to the public in this offering (whether or not the
over-allotment option is exercised in full or in part), will be placed in an account in the United States maintained by Continental Stock Transfer
& Trust Company, acting as trustee pursuant to an agreement to be signed on the |
date
of this prospectus. The remaining $1,300,000 of net proceeds of this offering will not be held in the trust account. |
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Except
as set forth below, the proceeds held in the trust account will not be released until the earlier of: (1) the completion of our initial business
combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a business
combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust
account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and
selection of a target business and the negotiation of an agreement to acquire a target business. |
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Notwithstanding the foregoing, there can be released to us from the trust account (1) any interest earned on the funds in the trust account
that we need to pay our income or other tax obligations and (2) any remaining interest earned on the funds in the trust account that we need for our
working capital requirements. With these exceptions, expenses incurred by us may be paid prior to a business combination only from the net proceeds of
this offering not held in the trust account of approximately $1,300,000; provided, however, that in order to meet our working capital needs following
the consummation of this offering if the funds not held in the trust account and interest earned on the funds held in the trust account available to us
are insufficient, our sponsor, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any
time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a non-interest bearing promissory note. The
notes would either be paid upon consummation of our initial business combination, without interest, or, at the lenders discretion, up to
$1,500,000 of the notes may be converted upon consummation of our business combination into additional private warrants at a price of $0.50 per
warrant. Our stockholders have approved the issuance of the warrants (and underlying shares of common stock) upon conversion of such notes, to the
extent the holder wishes to so convert them at the time of the consummation of our initial |
business combination. If we do not complete a business combination, the loans will not be repaid. |
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Limited payments
to insiders |
There
will be no fees, reimbursements or other cash payments paid to our sponsor, officers, directors or their affiliates prior to or in connection with the
consummation of a business combination (regardless of the type of transaction that it is) other than: |
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repayment at the closing of this offering of non-interest bearing loans in an aggregate amount of up to $300,000 made by our
sponsor; |
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payment of $10,000 per month to Quinpario Partners LLC for office space and related services; and |
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reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as
identifying and investigating possible business targets and business combinations. |
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There
is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be
reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made
to any sponsor or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our
audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and
approval. |
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Stockholder
approval of, or tender offer in connection with, initial business combination |
In
connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a
meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed
business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our
stockholders with the opportunity to sell their shares to us by means of |
a
tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in
the trust account (net of taxes payable), in each case subject to the limitations described herein. If we determine to engage in a tender offer, such
tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its
shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing condition set forth in the definitive
agreement related to our initial business combination, or we are unable to maintain net tangible assets of at least $5,000,001, we will not consummate
such initial business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow
stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such
as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Unlike other blank
check companies which require stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and related
conversions of public shares for cash upon consummation of such initial business combinations even when a vote is not required by law, we will have the
flexibility to avoid such stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Securities
Exchange Act of 1934, as amended, or Exchange Act, which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC
which will contain substantially the same financial and other information about the initial business combination as is required under the SECs
proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and,
solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business
combination. |
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We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.
However, if we seek to |
consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to
have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset
threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares converted or
sold to us in any tender offer) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a
result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the
applicable time period, if at all. |
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Our
sponsor (including its officers, directors, members, employees and affiliates) and our officers and directors have agreed (1) to vote any of their
insider shares and any public shares purchased in or after this offering in favor of any proposed business combination, (2) not to convert any shares
(including the insider shares) in connection with a stockholder vote to approve a proposed initial business combination and (3) not to sell any shares
(including the insider shares) in a tender offer in connection with any proposed business combination. None of our sponsor, officers, directors or
their affiliates has indicated any intention to purchase units in this offering or any units or shares of common stock in the open market or in private
transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our
sponsor, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the
vote. Notwithstanding the foregoing, our officers, directors, sponsor and their affiliates will not make purchases of shares of common stock if the
purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a companys
stock. |
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Conversion
rights |
At any
meeting called to approve an initial business combination, any public stockholder voting either for or against such proposed business combination will
be entitled to demand that his shares of common stock be converted for a pro rata portion of the amount then in the trust |
account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the trust account and not previously released to
us to pay our taxes or for working capital). |
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Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert
or as a group (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 15% or
more of the shares of common stock sold in this offering without our prior written consent. We believe this restriction will prevent an individual
stockholder or group from accumulating large blocks of shares before the vote held to approve a proposed business combination and attempt
to use the conversion right as a means to force us or our management to purchase its shares at a substantial premium to the then current market
price. |
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We may
require public stockholders, whether they are a record holder or hold their shares in street name, to either tender their certificates to
our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using
Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) System, at the holders option. There is a nominal cost associated with
this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the
tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. |
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Liquidation if no
business combination |
If we
are unable to complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then
outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to |
the
approval of our remaining holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to
our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The holders of the insider shares
will not participate in any redemption distribution. Holders of warrants will receive no proceeds in connection with the redemption or
liquidation. |
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We may
not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors or
other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any
right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such
agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the
trust account for monies owed them. Quinpario Partners LLC has agreed that it will be liable to ensure that the proceeds in the trust account are not
reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or
products sold to us, but it may not be able to satisfy its indemnification obligations if it is required to do so. Furthermore, it will have no
personal liability under this indemnity as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement
with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. |
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If we
are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account,
without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately
$10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of
our stockholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our |
bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual
per-share redemption price may be less than $10.00. |
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We
will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, Quinpario
Partners LLC has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and
has agreed not to seek repayment for such expenses. |
As of September 12, 2014 |
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Actual |
As Adjusted (1) |
||||||||||
Balance
Sheet Data: |
|||||||||||
Working
capital (deficiency) |
$ | (47,278 | ) | $ | 339,062,722 | (2) | |||||
Total assets
|
84,385 | 351,312,722 | (3) | ||||||||
Total
liabilities |
71,663 | 12,250,000 | (4) | ||||||||
Value of
common stock subject to possible conversion/tender |
| 334,062,720 | (5) | ||||||||
Stockholders equity |
12,722 | 5,000,002 |
(1) |
Includes the $9,000,000 we will receive from the sale of the private warrants. |
(2) |
The as adjusted calculation equals actual working capital of ($47,278) as of September 12, 2014, plus $350,000,000 in cash held in trust from the proceeds of this offering, plus $1,300,000 in cash held outside the trust account, plus $60,000 to reduce liabilities related to offering costs at September 12, 2014 paid out of the proceeds from this offering, less $12,250,000 of deferred underwriting commissions. |
(3) |
The as adjusted calculation equals actual total assets of $84,385 as of September 12, 2014 plus $350,000,000 in cash held in trust from the proceeds of this offering, plus $1,300,000 in cash held outside the trust account, less payment of $71,663 of liabilities as of September 12, 2014. |
(4) |
The as adjusted calculation represents deferred underwriting commissions. |
(5) |
The as adjusted value of common stock subject to possible conversion/tender is derived by taking 33,406,272 shares of common stock which may be converted, representing the maximum number of shares that may be converted or sold while maintaining at least $5,000,001 in net tangible assets after the offering, multiplied by a conversion/tender price of $10.00. |
Although we have no commitment as of the date of this offering, we may issue a substantial number of additional shares of common stock or shares of preferred stock, or a combination of common stock and preferred stock, to complete our initial business combination. The issuance of additional shares of common stock or preferred stock:
|
may significantly reduce the equity interest of investors in this offering; |
|
may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock; |
|
may cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
|
may adversely affect prevailing market prices for our shares of common stock. |
|
default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and |
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding. |
creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public holders of common stock from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.
consummation of this offering, our sponsor and its designees will own 18,000,000 of the outstanding warrants (assuming they do not purchase any units in this offering). Therefore, we would only need approval from holders of 8,500,001 public warrants to amend the terms of the warrants.
outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company, in which our public stockholders own shares, owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the companys stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.
Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.
in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders best interest.
|
a limited availability of market quotations for our securities; |
|
reduced liquidity with respect to our securities; |
|
a determination that our shares are a penny stock, which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares; |
|
a limited amount of news and analyst coverage for our company; and |
|
a decreased ability to issue additional securities or obtain additional financing in the future. |
|
solely dependent upon the performance of a single business, or |
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
business combination. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination. Accordingly, public stockholders owning 33,406,272 shares of common stock sold in this offering may exercise their conversion rights and we could still consummate a proposed business combination so long as a majority of shares voted at the meeting are voted in favor of the proposed business combination. This threshold and the ability to seek conversion while voting in favor of a proposed business combination may make it more likely that we will consummate our initial business combination.
At Custodian) System. In order to obtain a physical stock certificate, a stockholders broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares.
believe that there will be fewer attractive target businesses amenable to being acquired by us to become a public reporting company. Accordingly, during periods with strong public offering markets, it may be more difficult for us to complete an initial business combination.
|
restrictions on the nature of our investments; and |
|
restrictions on the issuance of securities. |
|
registration as an investment company; |
|
adoption of a specific form of corporate structure; and |
|
reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations. |
|
the history of other similarly structured blank check companies; |
|
prior offerings of those companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
our capital structure; |
|
securities exchange listing requirements; |
|
market demand; |
|
expected liquidity of our securities; and |
|
general conditions of the securities markets at the time of the offering. |
the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
|
rules and regulations or currency conversion or corporate withholding taxes on individuals; |
|
tariffs and trade barriers; |
|
regulations related to customs and import/export matters; |
|
longer payment cycles; |
|
tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
|
currency fluctuations and exchange controls; |
|
challenges in collecting accounts receivable; |
|
cultural and language differences; |
|
employment regulations; |
|
crime, strikes, riots, civil disturbances, terrorist attacks and wars; and |
|
deterioration of political relations with the United States. |
significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.
business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
compliance with such laws and regulations. Accruals for such costs and associated liabilities are subject to changes in estimates on which the accruals are based. The amount accrued generally reflects a companys assumptions about remediation requirements at the contaminated site, the nature of the remedy, the outcome of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, and the number and financial viability of other potentially responsible parties. Changes in the estimates on which the accruals are based, unanticipated government enforcement action, or changes in health, safety, environmental, chemical control regulations, and testing requirements could result in higher costs. Pending and proposed U.S. Federal legislation and regulation increase the likelihood that manufacturing sites will in the future be impacted by regulation of greenhouse gas emissions and energy policy, which legislation and regulation, if enacted, may result in capital expenditures, increases in costs for raw materials and energy, limitations on raw material and energy source and supply choices, and other direct compliance costs.
|
ability to complete our initial business combination; |
|
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
|
potential ability to obtain additional financing to complete our initial business combination; |
|
pool of prospective target businesses; |
|
the ability of our officers and directors to generate a number of potential investment opportunities; |
|
potential change in control if we acquire one or more target businesses for stock; |
|
the potential liquidity and trading of our securities; |
|
the lack of a market for our securities; |
|
use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
|
financial performance following this offering. |
Without Over-Allotment Option |
Over-Allotment Option Exercised |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Gross
proceeds |
||||||||||
From offering
|
$ | 350,000,000 | $ | 402,500,000 | ||||||
From private
placement |
9,000,000 | 10,050,000 | ||||||||
Total gross
proceeds |
359,000,000 | 412,550,000 | ||||||||
Offering
expenses (1) |
||||||||||
Underwriting
discount (excluding deferred portion) |
7,000,000 | (2) | 8,050,000 | (2) | ||||||
Legal fees
|
250,000 | 250,000 | ||||||||
Nasdaq listing
fee |
75,000 | 75,000 | ||||||||
Printing and
engraving expenses |
55,000 | 55,000 | ||||||||
Accounting
fees |
30,000 | 30,000 | ||||||||
FINRA filing
fee |
61,000 | 61,000 | ||||||||
SEC
registration fee |
52,000 | 52,000 | ||||||||
Miscellaneous
expenses |
177,000 | 177,000 | ||||||||
Total offering
expenses |
7,700,000 | 8,750,000 | ||||||||
Net
proceeds |
||||||||||
Held in the
trust account |
350,000,000 | 402,500,000 | ||||||||
Not held in
the trust account |
1,300,000 | 1,300,000 | ||||||||
Total net
proceeds |
$ | 351,300,000 | $ | 403,800,000 | ||||||
Use of net
proceeds not held in the trust account(3)(4) |
||||||||||
Legal,
accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and
negotiation of our initial business combination |
$ | 335,000 | 26 | % | ||||||
Due diligence
of prospective target businesses by officers, directors and sponsor |
150,000 | 12 | % | |||||||
Legal and
accounting fees relating to SEC reporting obligations |
150,000 | 12 | % | |||||||
Payment of
administrative fee to Quinpario Partners LLC ($10,000 per month for up to 24 months) |
240,000 | 18 | % | |||||||
Corporate and
franchise taxes |
225,000 | 17 | % | |||||||
Working
capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, liquidation obligations and reserves |
200,000 | 15 | % | |||||||
Total
|
$ | 1,300,000 | 100 | % |
(1) |
A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the Nasdaq listing fee and a portion of the legal and audit fees, have been paid from the funds we received from Quinpario Partners LLC described below. These funds will be repaid out of the proceeds of this offering available to us. |
(2) |
The underwriting discount of 2.0% is payable at the closing of the offering. Additionally, a deferred underwriting fee of 3.5% is payable upon consummation of our initial business combination and will be held in the trust account until consummation of such business combination. No discounts or commissions will be paid with respect to the purchase of the private warrants. |
(3) |
The amount of proceeds not held in the trust account will remain constant at $1,300,000 even if the over-allotment is exercised. In addition, interest income earned on the amounts held in the trust account (after payment of taxes owed on such interest income) will be available to us to pay for our working capital requirements. We estimate the interest earned on the trust account will be approximately $350,000 over a 24-month period assuming an interest rate of approximately 0.05% per year. |
(4) |
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital. |
prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our initial business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after our initial business combination.
earlier of (i) January 31, 2015, (ii) the date on which we consummate our initial public offering or (iii) the date on which we determine to not proceed with our initial public offering. The loan will be repaid out of the proceeds of this offering available to us for payment of offering expenses.
Public
offering price |
$ | 10.00 | ||||||||
Net tangible
book value before this offering |
$ | (0.01 | ) | |||||||
Increase
attributable to new investors and private sales |
0.49 | |||||||||
Pro forma net
tangible book value after this offering |
0.48 | |||||||||
Dilution to
new investors |
$ | 9.52 | ||||||||
Percentage of
dilution to new investors |
95.2 | % |
Shares Purchased |
Total Consideration |
Average Price per Share |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number |
Percentage |
Amount |
Percentage |
||||||||||||||||||||
Initial
stockholders |
8,750,000 | (1) | 20 | % | $ | 25,000 | 0.01 | % | $ | 0.002 | |||||||||||||
New investors
|
35,000,000 | 80 | % | 350,000,000 | 99.99 | % | $ | 10.00 | |||||||||||||||
43,750,000 | 100.0 | % | $ | 350,025,000 | 100.0 | % |
(1) |
Assumes the over-allotment option has not been exercised and an aggregate of 1,312,500 insider shares have been forfeited as a result thereof. |
Numerator: |
||||||
Net tangible
book value before the offering |
$ | (47,278 | ) | |||
Net proceeds
from this offering and private placement of private warrants |
351,300,000 | |||||
Plus: Offering
costs accrued for and paid in advance, excluded from tangible book value before this offering |
60,000 | |||||
Less: Deferred
underwriters commission |
(12,250,000 | ) | ||||
Less: Proceeds
held in the trust account subject to conversion/tender |
(334,062,720 | ) | ||||
$ | 5,000,002 | |||||
Denominator: |
||||||
Shares of
common stock outstanding prior to this offering |
8,750,000 | (1) | ||||
Shares of
common stock to be sold in this offering |
35,000,000 | |||||
Less: Shares
subject to conversion/tender |
(33,406,272 | ) | ||||
10,343,728 |
(1) |
Assumes that the underwriters over-allotment option has not been exercised and an aggregate of 1,312,500 insider shares have been forfeited as a result thereof. |
September 12, 2014 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual |
As Adjusted (1) |
||||||||||
Note payable
to related party(2) |
$ | 46,663 | $ | | |||||||
Deferred
underwriting commission |
| 12,250,000 | |||||||||
Shares of
common stock, $.0001 par value, -0- and 33,406,272 shares which are subject to possible conversion/tender |
| 334,062,720 | |||||||||
Stockholders equity: |
|||||||||||
Preferred
stock, $.0001 par value, 1,000,000 shares authorized; none issued or outstanding |
| | |||||||||
Common stock,
$.0001 par value, 135,000,000 shares authorized; 10,062,500 shares issued and outstanding, actual; 10,343,728 shares (3) issued and
outstanding (excluding 33,406,272 shares subject to possible conversion/tender), as adjusted |
1,006 | 1,034 | |||||||||
Additional
paid-in capital |
23,994 | 5,011,246 | |||||||||
Deficit
accumulated during the development stage |
(12,278 | ) | (12,278 | ) | |||||||
Total
stockholders equity: |
12,722 | 5,000,002 | |||||||||
Total
capitalization |
$ | 59,385 | $ | 351,312,722 |
(1) |
Includes the $9,000,000 we will receive from the sale of the private warrants. |
(2) |
Note payable to related party is a promissory note issued in the aggregate amount of up to $300,000 to our sponsor. The note is non-interest bearing and is payable on the earliest to occur of (i) January 31, 2015, (ii) the consummation of this offering or (iii) the date on which we determine not to proceed with this offering. |
(3) |
Assumes the over-allotment option has not been exercised and an aggregate of 1,312,500 insider shares have been forfeited as a result thereof. |
|
may significantly dilute the equity interest of our investors in this offering who would not have pre-emption rights in respect of any such issuance; |
|
may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock; |
|
will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and |
|
may adversely affect prevailing market prices for our securities. |
|
default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to pay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and |
|
our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding. |
this offering, after deducting offering expenses of approximately $700,000 and underwriting discounts and commissions (excluding the deferred portion) of $7,000,000 (or $8,050,000 if the over-allotment option is exercised in full) and (2) the sale of the private warrants for a purchase price of $9,000,000 (or $10,050,000 if the over-allotment option is exercised in full), will be $351,300,000 (or $403,800,000 if the over-allotment option is exercised in full). $350,000,000 (or $402,500,000 if the over-allotment option is exercised in full) will be held in the trust account. The remaining $1,300,000 in either case will not be held in the trust account and will be available for our use.
|
$335,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of our initial business combination; |
|
$150,000 of expenses for the due diligence and investigation of a target business by our officers, directors and sponsor; |
|
$150,000 of expenses in legal and accounting fees relating to our SEC reporting obligations; |
|
$240,000 for the payment of the administrative fee to Quinpario Partners LLC (of $10,000 per month for up to 24 months); |
|
$225,000 for corporate and franchise taxes; and |
|
$200,000 for general working capital that will be used for miscellaneous expenses, liquidation obligations and reserves, including director and officer liability insurance premiums. |
business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
December 31, 2015. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
|
staffing for financial, accounting and external reporting areas, including segregation of duties; |
|
reconciliation of accounts; |
|
proper recording of expenses and liabilities in the period to which they relate; |
|
evidence of internal review and approval of accounting transactions; |
|
documentation of processes, assumptions and conclusions underlying significant estimates; and |
|
documentation of accounting policies and procedures. |
private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
value. We believe that the acquisition and operation of an established business will provide a foundation from which to build a diversified business platform. Consistent with this strategy, we believe the following general criteria and guidelines are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.
|
Opportunities for Platform Growth: We intend to seek to acquire one or more businesses or assets that we can grow both organically and through acquisitions. Particularly in regard to the specialty chemicals and performance materials industries, we may initially consider those sectors that complement our management teams background, such as composites and carbon fibers, filtration and biomaterials, alternative energy and storage, specialty films and packaging, ceramics and inorganics, plastics and compounds, electronic chemicals and materials, specialty resins and plastics, chemicals and additives, and specialty fluids and lubricants. |
|
History of and Potential for Strong Free Cash Flow Generation: We intend to seek to acquire one or more businesses that have the potential to generate strong free cash flow (i.e., companies that typically generate cash in excess of that required to maintain or expand the business asset base). We intend to focus on one or more businesses that have recurring revenue streams and low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance stockholder value. |
|
Established Companies with Proven Track Records: We intend to seek to acquire established companies, particularly those focused on industries connected to the specialty chemicals and performance materials industries with sound historical financial performance. We intend to typically focus on companies with a history of strong operating and financial results. Although we are not restricted from doing so, we do not currently intend to acquire start-up companies. |
|
Experienced and Motivated Management Teams: We intend to seek to acquire businesses that have strong, experienced management teams with a substantial personal economic stake in the performance of the acquired business. We intend to focus on management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We also intend to focus on companies where we expect that the operating expertise of our officers and directors will complement the targets management team. |
|
Strong Competitive Industry Position: We intend to seek to acquire businesses focused on the specialty chemicals and performance materials industries that have strong fundamentals, although we may acquire businesses in other industries. The factors we may consider include growth prospects, competitive dynamics and position, level of consolidation, need for capital investment, potential for improvement and barriers to entry. We intend to focus on companies that have a leading or niche market position. We will likely analyze the strengths and weaknesses of target businesses relative to their competitors, focusing on technology, global positioning, product quality and services, customer loyalty, cost impediments associated with customers switching to competitors, intellectual property protection and brand positioning. We also intend seek to acquire one or more businesses that demonstrate advantages or have the potential to become advantaged when compared to their competitors, which may help to protect their market position and profitability. |
experience. See the section titled Management for further details on our management teams qualifications and backgrounds.
financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant risk factors.
respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.
a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating our initial business combination with only a single entity, our lack of diversification may:
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination, and |
|
result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services. |
opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Unlike other blank check companies which require stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and related conversions of public shares for cash upon consummation of such initial business combination even when a vote is not required by law, we will have the flexibility to avoid such stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SECs proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
that his shares of common stock be converted for a full pro rata portion of the amount then in the trust account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes or for working capital). Alternatively, we may provide our public stockholders with the opportunity to sell their shares of our common stock to us through a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account.
that will be released to us to fund our working capital requirements. If such funds are insufficient, Quinpario Partners LLC has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.
|
we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein; |
|
we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination; |
|
if our initial business combination is not consummated within 24 months of the closing of this offering, then our existence will terminate and we will distribute all amounts in the trust account and any net assets remaining outside the trust account on a pro rata basis to all of our public holders of shares of common stock; |
|
upon the consummation of this offering, $350,000,000, or $402,500,000 if the over-allotment option is exercised in full, shall be placed into the trust account; |
|
we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and |
|
prior to our initial business combination, we may not issue (i) any shares of common stock or any securities convertible into common stock, or (ii) any securities that participate in any manner in the proceeds of the trust account, or that vote as a class with the common stock sold in this offering on our initial business combination. |
|
our obligation to seek stockholder approval of our initial business combination or engage in a tender offer may delay the completion of a transaction; |
|
our obligation to convert shares of common stock held by our public stockholders may reduce the resources available to us for our initial business combination; |
|
our outstanding warrants, and the potential future dilution they represent; |
|
our obligation to either repay or issue private warrants upon conversion of up to $1,500,000 of working capital loans that may be made to us by our sponsor, officers, directors or their affiliates; and |
|
our obligation to register the resale of the insider shares, as well as the private warrants (and underlying securities) and any securities issued to our sponsor, officers, directors or their affiliates upon conversion of working capital loans. |
total revenues exceed $1 billion or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.
Terms of the Offering |
Terms Under a Rule 419 Offering |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Escrow of
offering proceeds |
$350,000,000 of
the net offering proceeds and proceeds from the sale of the private warrants will be deposited into a trust account in the United States maintained by
Continental Stock Transfer & Trust Company, acting as trustee. |
$297,675,000 of
the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank
account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the
account. |
||||||||
Investment of
net proceeds |
The $350,000,000
of net offering proceeds and proceeds from the sale of the private warrants held in the trust account will only be invested in United States government
treasury bills, bonds or notes with a maturity of 180 days or less or in money market funds meeting the applicable conditions under Rule 2a-7
promulgated under the Investment Company Act of 1940 and that invest solely in U.S. treasuries. |
Proceeds could be
invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are
direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
Terms of the Offering |
Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Limitation on
fair value or net assets of target business |
The initial target
business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account at the time of the execution of a
definitive agreement for our initial business combination. |
We would be
restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum
offering proceeds. |
||||||||
Trading of
securities issued |
The units may
commence trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on
the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate
trading, provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the
proceeds of this offering. |
No trading of the
shares of common stock would be permitted until the completion of our initial business combination. During this period, the securities would be held in
the escrow or trust account. |
||||||||
Election to
remain an investor |
We will either (1)
give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their
shares of our common stock to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account,
less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information
required by the SEC. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance
with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other
information about the initial business combination as we would have included in a proxy statement. |
A prospectus
containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in
writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to
decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received
the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would
automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the
escrow account must be returned to all investors and none of the securities will be issued. |
Terms of the Offering |
Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Business
combination deadline |
Pursuant to our
amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 24 months from the closing of
this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders rights as
stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
(in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. |
If an acquisition
has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account
would be returned to investors |
||||||||
Interest earned
on the funds in the trust account |
There can be
released to us, from time to time, any interest earned on the funds in the trust account (1) that we may need to pay our tax obligations and (2) any
remaining interest that we need for our working capital requirements. |
All interest
earned on the funds in the trust account will be held in the trust account for the benefit of public stockholders until the earlier of the completion
of our initial business combination and our liquidation upon failure to effect our initial business combination within the allotted
time. |
||||||||
Release of
funds |
Except for (1)
interest earned on the funds in the trust account that we may need to pay our tax obligations and (2) any remaining interest that we may need for our
working capital requirements that may be released to us from the interest earned on the trust account balance, the proceeds held in the trust account
will not be released until the earlier of the completion of our initial business combination and our liquidation upon failure to effect our initial
business combination within the allotted time. |
The proceeds held
in the escrow account would not be released until the earlier of the completion of our initial business combination or the failure to effect our
initial business combination within the allotted time. |
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Jeffry N.
Quinn |
55 | Chairman of the Board |
||||||||
D. John
Srivisal |
36 | President and Chief Executive Officer |
||||||||
A. Craig
Ivey |
57 | Vice
President Operations |
||||||||
Sara F.
Melly |
34 | Vice President, General Counsel and Secretary |
||||||||
Edgar G.
Hotard |
61 | Director |
||||||||
W. Thomas
Jagodinski |
57 | Directior |
||||||||
Ilan
Kaufthal |
67 | Director |
||||||||
Roberto
Mendoza |
68 | Director |
||||||||
Dr. John
Rutledge |
66 | Director |
||||||||
Shlomo
Yanai |
62 | Director |
business of Diamond Shamrock Corporation, the 1997 merger with Ashland Coal, Inc., the 1998 acquisition of the U.S. business of Atlantic Richfield Company, and many other smaller transactions as well as the companys initial public offering in 1997 as part of the Ashland Coal merger. In addition to serving on the board of Jason Industries, Inc. (NASDAQ: JASN), Mr. Quinn is a member of the board of directors of Tronox Limited (NYSE: TROX), a fully integrated producer and marketer of titanium ore and titanium dioxide pigment, Ferro Corporation (NYSE: FOE), a global supplier of technology-based performance materials and chemicals for manufacturers, and W.R. Grace & Co. (NYSE: GRA), a global supplier of catalysts, engineered and packaging materials and specialty construction chemicals and building materials. Mr. Quinn received both a bachelors degree in Mining Engineering and a Juris Doctorate degree from the University of Kentucky.
Technologies Inc. This synergistic acquisition was foundational in expanding the business global manufacturing footprint and securing a world class technology base. Mr. Ivey joined Solutia at the companys inception in 1997 and possesses over 30 years of manufacturing, supply chain, business and leadership expertise. From March 2011, prior to being named as President and General Manager for Performance Films in August 2011, Mr. Ivey served as Vice President Photovoltaics in Solutias Advanced Interlayers division, in addition to his role (beginning in January 2010) as Vice President of Business Operations Asia Pacific Region, based in Shanghai, where he was instrumental in growing Solutias presence across Asian markets. While in Asia, he led the consolidation of regional headquarters and operations to Shanghai, providing the skills and staff to support a 20% year on year (2009-2011) increase in revenue and establishing the foundation for future growth. From January 2008 to January 2010 he served as Vice President Supply Chain of the Nylon Division. In this role, Mr. Ivey led the development of a global supply chain network, establishing operations and providing service across four continents. Mr. Ivey also has an operations background and served as Plant Manager and Manufacturing Director for Solutias largest production facility in Pensacola, Florida. While in this role, he led the transformation of the facility from a traditional fiber-based operation to an engineered resins platform, successfully implementing both process and cultural changes. The conversion of the manufacturing footprint to an engineered resin platform was fundamental in allowing Solutias Nylon business to compete on a global scale. Mr. Ivey also has significant business integration experience, having led a number integration and divesture activities while at Solutia. Prior to joining Solutia, he served in various engineering and operations roles with Monsanto Company, Chevron Corporation and Olin Corporation. Mr. Ivey earned his bachelors degree in Chemical Engineering from Auburn University.
Albany International Corp. (NYSE:AIN), a global advanced materials processing company serving the paper and aerospace industry, a position he has held since November 2006 and as a member of the Board of Directors of Baosteel Metals, a subsidiary of Baosteel Group Co. Ltd., since January 2013 and as a member of the Board of Directors of SIAD Macchine Impianti S.p.A. since May 2013. Previously, he served as a member of the Board of Directors of various public companies, including Global Industries Inc. (formerly NASDAQ:GLBL), a global offshore oil and gas engineering and construction service company, from 1999 to September 2011; Solutia Inc. (formerly NYSE:SOA), a performance materials specialty chemical manufacturer with global operations, from February 2011 to July 2012 and Shona Energy Company, Inc. (formerly TSX-V:SHO), an oil and natural gas exploration, development and production company, from July 2011 to December 2012. In addition, Mr. Hotard was a founding sponsor of the China Economic and Technology Alliance and a joint MBA program between Renmin University, Beijing, China and the School of Management of the State University of Buffalo, New York.
2011. From July 2008 to July 2013, Mr. Kaufthal served as Senior Advisor at Irving Place Capital. Earlier in his career, he was Vice Chairman of Investment Banking at Bear Stearns & Co. from May 2000 to July 2008, Vice Chairman and Head of Mergers and Acquisitions at Schroder & Co. from February 1987 to May 2000, and SVP and CFO at NL Industries from May 1971 to February 1987. Mr. Kaufthal serves on the board of directors of the following public companies: Cambrex Corporation (NYSE: CBM), a supplier to the pharmaceutical industries, Blyth, Inc. (NYSE: BTH), a multi level marketing company based in Greenwich, Connecticut and Tronox Limited (NYSE:TROX), a fully integrated producer and marketer of titanium ore and titanium dioxide pigment. He previously served as a director of Quinpario 1. Mr. Kaufthal is a graduate of Columbia University and the New York University Graduate School of Business Administration.
construction and industrial manufacturing sectors, since August 2013. Dr. Rutledge has served as the director of a number of other companies, including: American Standard (formerly NYSE: ASD), a manufacturer of plumbing, air conditioning, and automotive products; Earle M. Jorgensen Company (formerly NYSE: JOR), the largest independent distributor of metal products in North America; Lazard Freres Funds, a mutual fund; CROM Corporation, a designer and manufacturer of pre-stressed concrete tanks; AdobeAir, a manufacturer of heating and cooling products; StairMaster, a manufacturer of fitness products; Fluidrive, a manufacturer of steerable, hydraulic axles for the agricultural and trucking industries; CST, a manufacturer of paper office products; Ellis Communications, an operator of television and radio companies; General Medical, a supplier of medical products; United Refrigeration, an operator of cold storage warehouses for the food industry; and Framed Picture Enterprise, a retailer in the framed art business. Dr. Rutledge was one of the principal architects of the Reagan economic plan in 1981 and was an adviser to the Bush White House on tax policy from 2001 to 2004. Dr. Rutledge began his career as a professor of economics at Tulane University and Claremont McKenna College. He holds a B.A. from Lake Forest College and a Ph.D. from the University of Virginia.
|
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; |
|
reviewing and discussing with management and our independent auditor our quarterly financial statements prior to the filing of our Form 10-Qs, including the results of the independent auditors review of the quarterly financial statements |
|
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
|
discussing with management major risk assessment and risk management policies; |
|
monitoring the independence of the independent auditor; |
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
|
reviewing and approving all related-party transactions; |
|
inquiring and discussing with management our compliance with applicable laws and regulations; |
|
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
|
appointing or replacing the independent auditor; |
|
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
|
approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
|
should have demonstrated notable or significant achievements in business, education or public service; |
|
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
|
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our stockholders. |
|
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officers based on such evaluation; |
|
reviewing and approving the compensation of all of our other executive officers; |
|
reviewing our executive compensation policies and plans; |
|
implementing and administering our incentive compensation equity-based remuneration plans; |
|
assisting management in complying with our proxy statement and annual report disclosure requirements; |
|
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
|
if required, producing a report on executive compensation to be included in our annual proxy statement; and |
|
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
|
None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. |
|
As described below, in the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
|
Certain of our officers and directors are now, and all may in the future become, affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. |
|
Unless we consummate our initial business combination, our officers, directors and sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account and the amount of interest income from the trust account that may be released to us as working capital. |
|
The insider shares and private warrants beneficially owned by our officers and directors will be subject to restrictions on transfer that will not lapse unless our initial business combination is successfully completed. Additionally, our sponsor will not receive liquidation distributions with respect to any of the insider shares. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect our initial business combination with. |
|
the corporation could financially undertake the opportunity; |
|
the opportunity is within the corporations line of business; and |
|
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. |
and (ii) reject the opportunity to acquire such potential target business, prior to their presentation of such target business to us:
Name of Individual |
Name Affiliated Company |
Affiliation |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Jeffry N.
Quinn |
Jason Industries Inc. |
Chairman of the Board of Directors |
||||||||
Tronox Limited |
Director |
|||||||||
Ferro Corporation |
Director |
|||||||||
W.R. Grace & Co. |
Director |
|||||||||
Edgar G.
Hotard |
HAO Capital |
Operating Partner |
||||||||
ARCH Venture Partners |
Venture Partner |
|||||||||
SIAD Engineering (Hangzhou) Co. Ltd. |
Executive Chairman |
|||||||||
Baosteel Metals |
Director |
|||||||||
SIAD Macchine Impianti S.p.A. |
Director |
|||||||||
W.
Thomas Jagodisnki |
Lindsay Corporation |
Director |
||||||||
Centrus Energy Corp. |
Director |
|||||||||
Ilan
Kaufthal |
East Wind Advisors |
Chairman |
||||||||
Cambrex Corporation |
Director |
|||||||||
Blyth, Inc. |
Director |
|||||||||
Tronox Limited |
Director |
|||||||||
Roberto
Mendoza |
Atlas Advisors LLC |
Senior Managing Director |
||||||||
Rocco Forte & Family Limited |
Director |
|||||||||
Manpower Inc. |
Director |
|||||||||
The Western Union Company |
Director |
|||||||||
Dr. John
Rutledge |
Rutledge Capital |
Chairman |
||||||||
Safanad SA Inc. |
Chief Investment Strategist |
|||||||||
Shlomo
Yanai |
Protalix BioTherapeutics, Inc. |
Chairman |
||||||||
Cambrex Corporation |
Chairman |
of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
|
each of our officers and directors; and |
|
all of our officers and directors as a group. |
Prior to Offering |
After Offering(2) |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner(1) |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Outstanding Shares of common stock |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Outstanding Shares of common stock |
|||||||||||||||
Jeffry N.
Quinn |
9,762,500 | (3) | 97.5 | % | 8,450,000 | (3) | 19.4 | % | |||||||||||
D. John
Srivisal |
0 | (4) | 0 | % | 0 | (4) | 0 | % | |||||||||||
A. Craig Ivey
|
0 | (4) | 0 | % | 0 | (4) | 0 | % | |||||||||||
Sara F.
Melly |
0 | 0 | % | 0 | 0 | % | |||||||||||||
Egdar G.
Hotard |
50,000 | * | 50,000 | * | |||||||||||||||
W. Thomas
Jagodisnki |
50,000 | * | 50,000 | * | |||||||||||||||
Ilan
Kaufthal |
50,000 | * | 50,000 | * | |||||||||||||||
Roberto
Mendoza |
50,000 | * | 50,000 | * | |||||||||||||||
Dr. John
Rutledge |
50,000 | * | 50,000 | * | |||||||||||||||
Shlomo
Yanai |
50,000 | * | 50,000 | * | |||||||||||||||
Quinpario
Partners 2, LLC |
9,762,500 | 97.5 | % | 8,450,000 | 19.4 | % | |||||||||||||
All directors
and executive officers as a group (10 individuals) |
10,062,500 | 100.0 | % | 8,750,000 | 20.0 | % |
* |
Less than 1% |
(1) |
Unless otherwise indicated, the business address of each of the individuals is 12935 N. Forty Drive, Suite 201, St. Louis, Missouri 63141. |
(2) |
Assumes no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate of 1,312,500 shares of common stock held by our sponsor. |
(3) |
Represents shares held by Quinpario Partners 2, LLC, our sponsor. Quinpario Partners LLC is the managing member of Quinpario Partners 2, LLC. Jeffry N. Quinn, our Chairman of the Board, is the sole managing member of Quinpario Partners LLC. Consequently, Mr. Quinn may be deemed the beneficial owner of the securities held by our sponsor and has sole voting and dispositive control over such securities. Mr. Quinn disclaims beneficial ownership over any securities owned by our sponsor in which he does not have any pecuniary interest. |
(4) |
Does not include any shares indirectly owned by this individual as a result of his membership interest in our sponsor. |
influence over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.
insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until 30 days after the completion of our initial business combination.
upon consummation of our business combination into additional private warrants at a price of $0.50 per warrant. Our stockholders have approved the issuance of the warrants and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination, the loans will not be repaid.
amount of such compensation will be known at the time of a stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.
cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.
issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis in the same manner as if we called the warrants for redemption and required all holders to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value for this purpose will mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the trading day prior to the date of exercise. There will be no net cash settlement of the warrants under any circumstances.
|
at any time while the warrants are exercisable, |
|
upon not less than 30 days prior written notice of redemption to each warrant holder, |
|
if, and only if, the reported last sale price of the shares of common stock equals or exceeds $24.00 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and |
|
if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. |
below) by (y) the fair market value. In this case, the fair market value shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a cashless basis will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive stock issuances.
|
1% of the number of shares then outstanding, which will equal 437,500 shares of common stock immediately after this offering (or 503,125 shares of common stock if the over-allotment option is exercised in full); and |
|
the average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
completed our initial business combination assuming they are not an affiliate of ours at that time.
|
certain financial institutions; |
|
insurance companies; |
|
dealers and traders in securities or foreign currencies; |
|
persons holding our securities as part of a hedge, straddle, conversion transaction or other integrated transaction; |
|
U.S. persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
|
partnerships or other entities classified as partnerships for U.S. federal income tax purposes; |
|
persons liable for the alternative minimum tax; and |
|
tax-exempt organizations. |
|
at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax-exempt organizations, pension funds, and charitable trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value; and |
|
at least 60% of the corporations adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents). |
|
a citizen or resident of the United States for U.S. federal income tax purposes; |
|
a corporation, or other entity taxable as a corporation, created or organized in, or under the laws of, the United States or any political subdivision of the United States; |
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
|
a trust if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or it has in effect a valid election to be treated as a U.S. person. |
stock, such distributions will be treated as dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. Distributions in excess of our current or accumulated earnings and profits will reduce your basis in the common stock (but not below zero). Any excess over your basis will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described in the first paragraph under Sale or Other Disposition or Conversion of Common Stock below.
|
the gain is effectively connected with your conduct of a trade or business within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment you maintain); |
|
you are an individual, you hold your shares of common stock or warrants as capital assets, you are present in the United States for 183 days or more in the taxable year of disposition and you meet other conditions, and you are not eligible for relief under an applicable income tax treaty; or |
|
we are or have been a United States real property holding corporation for United States federal income tax purposes and, in the case where the shares of our common stock are regularly traded on an established securities market, you hold or have held, directly or indirectly, at any time within the shorter of the five-year period preceding disposition or your holding period for your shares of common stock or warrants, more than 5% of our common stock. Special rules may apply to the determination of the 5% threshold in the case of a holder of a warrant. You are urged to consult your own tax advisors regarding the effect of holding the warrants on the calculation of such 5% threshold. We will be classified as a United States real property holding corporation if the fair market value of our United States real property interests equals or exceeds 50% of the sum of (1) the fair market value of our United States real property interests, (2) the fair market value of our non-United States real property interests and (3) the fair market value of any other of our assets which are used or held for use in our trade or business. Although we currently are not a United States real property holding corporation, we cannot determine whether we will be a United States real property holding corporation in the future until we consummate an initial business combination. |
anti-dilution provisions of the warrants, the conversion rate of the warrants were increased, that increase would be deemed to be the payment of a taxable dividend to you to the extent of our earnings and profits, notwithstanding the fact that you will not receive a cash payment. If the conversion rate is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make adjustments), such adjustments may also result in the deemed payment of a taxable dividend to you. Any resulting withholding tax attributable to deemed dividends would be collected from other amounts payable or distributable to you. You should consult your tax advisor regarding the proper treatment of any adjustments to the warrants.
the time of his or her death, or by an entity the property of which is potentially includible in such an individuals gross estate, will be included in the individuals gross estate for United States federal estate tax purposes and therefore may be subject to United States federal estate tax unless an applicable estate tax treaty provides otherwise. The foregoing may also apply to warrants.
Underwriter |
Number of Units |
|||||
---|---|---|---|---|---|---|
Deutsche Bank
Securities Inc. |
||||||
Cantor
Fitzgerald & Co. |
||||||
Total
|
35,000,000 |
our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period commencing 150 days after our initial business combination. Notwithstanding the foregoing, these transfer restrictions will be removed earlier if, after our initial business combination, we consummate a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property or (ii) consolidation, merger or other change in the majority of our management team.
Paid by Quinpario Acquisition Corp. 2 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
No Exercise |
Full Exercise |
||||||||||
Per
Unit(1) |
$ | 0.55 | $ | 0.55 | |||||||
Total(1) |
$ | 19,250,000 | $ | 22,137,500 |
(1) |
Includes $0.35 per unit, or approximately $12.25 million (or approximately $14.10 million if the over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination. |
short positions, which may include purchases pursuant to the over-allotment option, and stabilizing purchases.
|
Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering. |
|
Covered short sales are sales of units in an amount up to the number of units represented by the underwriters over-allotment option. |
|
Naked short sales are sales of units in an amount in excess of the number of units represented by the underwriters over-allotment option. |
|
Covering transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions. |
|
To close a naked short position, the underwriters must purchase shares in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering. |
|
To close a covered short position, the underwriters must purchase units in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. |
|
Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed a specified maximum. |
and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
|
to any legal entity which is a qualified investor as defined in the Prospectus Directive; |
|
to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer; or natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter for any such offer; or |
|
in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive. |
disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
|
released, issued, distributed or caused to be released, issued or distributed to the public in France; or |
|
used in connection with any offer for subscription or sale of the units to the public in France. |
|
to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint dinvestisseurs), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier; |
|
to investment services providers authorized to engage in portfolio management on behalf of third parties; or |
|
in a transaction that, in accordance with article L.411-2-II-1¦Mbb[-or-2¦Mbb[-or 3¦Mbb[ of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à lépargne). |
|
shares, debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except: |
|
to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; |
|
where no consideration is or will be given for the transfer; or |
|
where the transfer is by operation of law. |
Page |
||||||
---|---|---|---|---|---|---|
F-2 |
||||||
Financial
Statements |
||||||
F-3 |
||||||
F-4 |
||||||
F-5 |
||||||
F-6 |
||||||
F-7
F-12 |
of Quinpario Acquisition Corp. 2
New York, NY
September 26, 2014
September 12, 2014
ASSETS |
|||||||
Current
Assets: Cash and cash equivalents |
$ | 24,385 | |||||
Deferred
offering costs |
60,000 | ||||||
Total
assets |
$ | 84,385 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||
Current
liabilities: |
|||||||
Accrued
offering costs |
$ | 25,000 | |||||
Note payable
to sponsor |
46,663 | ||||||
Total
liabilities |
71,663 | ||||||
Stockholders equity |
|||||||
Preferred
stock, $.0001 par value, 1,000,000 shares authorized: none issued and outstanding |
| ||||||
Common stock,
$.0001 par value, 135,000,000 shares authorized; 10,062,500 shares issued and outstanding(1) |
1,006 | ||||||
Additional
paid-in capital |
23,994 | ||||||
Accumulated
Deficit |
(12,278 | ) | |||||
Total
stockholders equity |
12,722 | ||||||
Total
liabilities and stockholders equity |
$ | 84,385 |
(1) |
Includes an aggregate of 1,312,500 shares subject to forfeiture by the initial stockholder to the extent that the underwriters over-allotment option is not exercised in full (see note 4) |
For the period from July 15, 2014 (inception) to September 12, 2014
Formation,
general & administrative costs |
$ | 12,278 | ||||
Net loss
|
$ | (12,278 | ) | |||
Weighted
average number of common shares outstanding basic and diluted(1) |
8,750,000 | |||||
Net loss per
common share basic and diluted |
$ | (0.00 | ) |
(1) |
Excludes an aggregate of 1,312,500 shares subject to forfeiture by the initial stockholder to the extent that the underwriters over-allotment option is not exercised in full (see note 4) |
For the period from July 15, 2014 (inception) to September 12, 2014
Common Stock |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares(1) |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders Equity |
||||||||||||||||||
Sale of common
stock issued to initial stockholder |
10,062,500 | $ | 1,006 | $ | 23,994 | $ | | $ | 25,000 | |||||||||||||
Net loss
|
(12,278 | ) | (12,278 | ) | ||||||||||||||||||
Balance at
September 12, 2014 |
10,062,500 | $ | 1,006 | $ | 23,994 | $ | (12,278 | ) | $ | 12,722 |
(1) |
Includes an aggregate of 1,312,500 shares subject to forfeiture by the initial stockholder to the extent that the underwriters over-allotment option is not exercised in full (see note 4) |
For the period from July 15, 2014 (inception) to September 12, 2014
Cash flows
from operating activities: |
||||||
Net loss
|
$ | (12,278 | ) | |||
Adjustments to
reconcile net loss to net cash used to operating activities |
||||||
Payment of
expenses pursuant to note payable to sponsor |
11,663 | |||||
Changes in
operating assets and liabilities |
||||||
Accrued
expenses |
| |||||
Net cash
used in operating activities |
(615 | ) | ||||
Cash flows
from financing activities: |
||||||
Proceeds from
sale of common stock to initial stockholder |
25,000 | |||||
Net cash
provided by financing activities |
25,000 | |||||
Net
increase in cash |
24,385 | |||||
Cash at
beginning of the period |
| |||||
Cash at end
of the period |
$ | 24,385 | ||||
Non-cash
financing activities: |
||||||
Accrual of
deferred offering costs |
$ | 25,000 | ||||
Payment of
deferred operating costs pursuant to note payable to sponsor |
35,000 |
NOTES TO FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
whom such public stockholder is acting in concert or as a group (within the meaning of Section 13 of the Securities Act of 1934, as amended), will be restricted from seeking conversion rights with respect to an aggregate of more than 15% of the public shares (but only with respect to the amount over 15% of the public shares). A group will be deemed to exist if public stockholders (i) file a Schedule 13D or 13G indicated the presence of a group or (ii) acknowledge to the Company that they are acting, or intend to act, as a group.
NOTES TO FINANCIAL STATEMENTS
the period, which excludes an aggregate of 1,312,500 shares subject to forfeiture by the initial shareholder to the extent that the unerwriters over-allotment option is not exercised in full (see note 4). At September 12, 2014, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period.
NOTES TO FINANCIAL STATEMENTS
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties at September 12, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Companys initial tax returns will include the period ended September 12, 2014 and will be subject to examination by federal and state tax authorities for three years from the date they are filed.
NOTES TO FINANCIAL STATEMENTS
the United States maintained by Continental Stock Transfer & Trust Company, as trustee.
NOTES TO FINANCIAL STATEMENTS
of (i) December 31, 2014, (ii) the date on which we consummate our initial public offering or (iii) the date on which we determine to not proceed with our initial public offering. We may draw down up to $300,000 from the Sponsor. The Company intends to repay this loan from the proceeds of the Proposed Offering not being placed in the Trust Account.
Page |
||||||
---|---|---|---|---|---|---|
SUMMARY
|
1 | |||||
SUMMARY
FINANCIAL DATA |
18 | |||||
RISK FACTORS
|
19 | |||||
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS |
42 | |||||
USE OF
PROCEEDS |
43 | |||||
DIVIDEND
POLICY |
47 | |||||
DILUTION
|
48 | |||||
CAPITALIZATION
|
50 | |||||
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
51 | |||||
PROPOSED
BUSINESS |
56 | |||||
MANAGEMENT
|
73 | |||||
PRINCIPAL
STOCKHOLDERS |
85 | |||||
CERTAIN
TRANSACTIONS |
88 | |||||
DESCRIPTION OF
SECURITIES |
91 | |||||
SHARES
ELIGIBLE FOR FUTURE SALE |
96 | |||||
MATERIAL U.S.
FEDERAL INCOME TAX CONSIDERATIONS |
98 | |||||
UNDERWRITING
|
106 | |||||
LEGAL MATTERS
|
113 | |||||
EXPERTS
|
113 | |||||
WHERE YOU CAN
FIND ADDITIONAL INFORMATION |
113 | |||||
INDEX TO
FINANCIAL STATEMENTS |
F-1 |
Quinpario Acquisition Corp. 2 $350,000,000 35,000,000 Units Deutsche Bank Securities Cantor Fitzgerald & Co. Prospectus __________________, 2014 |
Initial
Trustees fee |
$ | 1,000 | (1) | |||
SEC
Registration Fee |
52,000 | |||||
FINRA filing
fee |
61,000 | |||||
Accounting
fees and expenses |
30,000 | |||||
Nasdaq listing
fees |
75,000 | |||||
Printing and
engraving expenses |
55,000 | |||||
Directors
& Officers liability insurance premiums |
125,000 | (2) | ||||
Legal fees and
expenses |
250,000 | |||||
Miscellaneous |
51,000 | (3) | ||||
Total |
$ | 700,000 |
(1) |
In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company fees for acting as trustee, as transfer agent of the registrants shares of common stock, as warrant agent for the registrants warrants. |
(2) |
This amount represents the approximate amount of director and officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering and until it consummates a business combination. |
(3) |
This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs. |
and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the persons conduct was unlawful.
provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Name |
Number of Shares |
|||||
---|---|---|---|---|---|---|
Quinpario
Partners 2, LLC |
10,062,500 |
Exhibit No. |
Description |
|||||
---|---|---|---|---|---|---|
1.1 | Form
of Underwriting Agreement.* |
|||||
3.1 | Certificate of Incorporation.** |
|||||
3.2 | Amended and Restated Certificate of Incorporation.* |
|||||
3.3 | Bylaws.** |
|||||
4.1 | Specimen Unit Certificate.* |
|||||
4.2 | Specimen common stock Certificate.* |
|||||
4.3 | Specimen Warrant Certificate.* |
|||||
4.4 | Form
of Warrant Agreement among the Registrant and Continental Stock Transfer & Trust Company.* |
|||||
5.1 | Opinion of Graubard Miller.* |
|||||
10.1 | Form
of Letter Agreement among the Registrant, Deutsche Bank Securities, Inc., Cantor Fitzgerald & Co. and each of the Registrants Officers,
Directors and Sponsor.* |
|||||
10.2 | Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* |
|||||
10.3 | Form
of Letter Agreement between Quinpario Partners LLC and Registrant regarding administrative support.* |
|||||
10.4 | Promissory Note issued to Quinpario Partners LLC.** |
|||||
10.5 | Form
of Registration Rights Agreement among the Registrant and the Sponsor.* |
|||||
10.6 | Form
of Subscription Agreements among the Registrant, Graubard Miller and the Sponsor.* |
|||||
14 | Code
of Ethics.* |
|||||
23.1 | Consent of Marcum LLP. |
|||||
23.2 | Consent of Graubard Miller (included in Exhibit 5.1).* |
|||||
24 | Power
of Attorney (included on signature page of this Registration Statement). |
* |
To be filed by amendment. |
** |
Previously Filed. |
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
QUINPARIO ACQUISITION CORP. 2 |
||||||||||
By: |
/s/ D. John Srivisal |
|||||||||
Name:
D. John Srivisal Title: Chief Executive Officer |
Name |
Position |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
/s/ Jeffry N. Quinn |
Chairman of
the Board |
November 5, 2014 |
||||||||
Jeffry N.
Quinn |
||||||||||
/s/ D. John Srivisal |
President
and Chief Executive Officer |
November 5, 2014 |
||||||||
D. John
Srivisal |
(Principal executive officer and principal financial and accounting) |
|||||||||
/s/ Edgar
G. Hotard |
Director |
November 5, 2014 |
||||||||
Edgar G.
Hotard |
||||||||||
/s/ W.
Thomas Jagodisnki |
Director |
November 5, 2014 |
||||||||
W. Thomas
Jagodisnki |
||||||||||
/s/ Ilan
Kaufthal |
Director |
November 5, 2014 |
||||||||
Ilan
Kaufthal |
||||||||||
/s/
Roberto Mendoza |
Director |
November 5, 2014 |
||||||||
Roberto
Mendoza |
||||||||||
/s/ Dr.
John Rutledge |
Director |
November 5, 2014 |
||||||||
Dr. John
Rutledge |
||||||||||
/s/ Shlomo
Yanai |
Director |
November 5, 2014 |
||||||||
Shlomo
Yanai |