Graf Industrial Files An Amended Prospectus
by Kristi Marvin on 2018-10-09 at 10:09am

(This post has been amended.  The original post listed Graf Industrial’s life as 18 months and has since been corrected to 15 months + 3 months)

This morning, Graf Industrial Corp. filed an amended S-1, and in light of a new filing and needing to clear comments with the SEC, a pricing will most likely happen now on Thursday or next week.  However, we have had two recent SPACs that were able to re-file and price on the same day (Churchill and ChaSerg), so there is always the possibility that Graf could go sooner.

Additionally, in light of Hunter Maritime’s news, you can bet we checked the Trust Agreement and everything looks on the up and up.  Management can only withdraw interest from the Trust to pay income or franchise taxes.  Furthermore, if it is for franchise tax, the SPAC needs to provide “a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable.”

Summary of terms below.

Graf Industrial Corp. Summary of Terms:
  • Focus:  Industrials
  • Size: $225 million
  • 100.0% held in trust ($10.00 per share)
  • $10.00 unit:  1 Share of Common Stock + 1 Warrant for 1/2 Share 
  • Warrant call for redemption trigger: > $18.00 (cash or cashless exercise)
  • Life: 15 months + 3 months with extension
    • If an additional 3 months is needed, the public warrants become exercisable for 3/4 share 
  • At-risk Capital: $6.7 million (13,400,000 warrants at $0.50)
  • “Crescent Term” included
  • Underwriter fees: 2.0% + 3.5% “Business Combination Marketing” fee

EarlyBirdCapital and Oppenheimer & Co are co-bookrunning managers. I-Bankers Securities is co-manager.

Winston & Strawn LLP and Graubard Miller are Issuer’s Counsel and Underwriter’s Counsel, respectively.

 

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