HL Acquisitions Corp: The “Fleece Vest” of SPACs
HL Acquisitions Corp., a SPAC focused on the “hydrocarbon logistics and processing sector” filed for a $42.5 million IPO today. HL Acquisitions is headed by CEO, Jeffrey Schwarz, the co-founder of Metropolitan Capital Advisors, Inc., a New York-based money management firm founded in 1992.
This SPAC is as basic as basic gets. Like the ubiquitous fleece vest worn by every male in finance, it gets the job done, but it’s not sexy. It’s frankly kind of boring. However, there can be value in boring so let’s get to the terms….
Summary of terms are as follows:
- Focus: Hydrocarbon logistics and processing industry
- 100% held in trust ($10.00 per share)
- $10.00 unit comprised of: one ordinary share, one right and one redeemable warrant
- Warrant redemption threshold: equals or exceeds $18.00 (cash or cashless exercise)
- 18 months to complete an acquisition
- Limitation on redemption rights: NONE as of the initial S-1
- Sponsor purchase of private placement warrants at $1.00 per warrant
- Underwriting fees: 2.5% / 4.0% business combination marketing agreement
[Yawn….] The absence of a limitation on redemption rights seems to stand out the most and mirrors the Twelve Seas recent S-1 filing. Both HL and Twelve Seas are being underwritten by Earlybird and have the same lawyers – Graubard Miller and Ellenoff Grossman & Schole, so this is probably intentional and not an omission. However, it’s a little risky and institutions that routinely invest in SPACs can (and have) take advantage of this absence.
So is this structure enough to get the deal done? It will most likely need some additional at-risk capital. 101% or 102% in trust, but as is, it’s a run-of-the-mill SPAC… a fleece vest.
EarlyBirdCapital is sole book-runner. Graubard Miller and Ellenoff Grossman & Schole LLP are Issuer’s Counsel and Underwriter’s Counsel, respectively.
A SPAC I Acquisition Corp. (NASDAQ:ASCA) announced this afternoon that it has adjourned its special meeting to extend its timeline to complete a business combination. The meeting was originally scheduled to be held today, but is now being postponed until February 13 due to a change in terms for its extension. A SPAC I has also extended...
Below is a daily summary of links to the latest SPAC news and rumors gathered across the web. Latest SPAC News: Mondee acquires Orinter for $40M, Fisker, ChargePoint and Lucid say court decision creates ‘uncertainty’, and Getaround gets delisting warning from NYSE Mondee gains foothold in Brazil with Orinter acquisition Travel marketplace and technology...
Latest SPAC Liquidations: Itiquira Acquisition Corp., Biotech Acquisition Company Itiquira Acquisition Corp. (ITQ) to Liquidate on February 14 Itiquira Acquisition Corp. (Nasdaq: ITQ) announced today it intends to dissolve and liquidate at an estimated per-share redemption price of approximately $10.17. The company anticipates that the Public Shares will cease trading as of the close of business on February...
Bill Ackman is still tinkering with his SPARCs. In a new S-1/a filed this morning, the Pershing Square founder provided an update to his proposed model that is “not a SPAC”, but that would do some SPAC-like things. In a simple sense, Ackman is seeking change in the order of operations from: find investors, raise...
Latest SPAC Liquidations: DTRT Health Acquisition Corp., Seaport Calibre Materials Acquisition Corp. DTRT Health (DTRT) to Liquidate on January 30 On January 30, 2023, the stockholders of DTRT Health Acquisition Corp. (Nasdaq: DTRT) approved an amendment to allow the company to redeem all of its issued and outstanding shares of Class A common stock in advance...