Churchill Launches the Fall Season with an Upsize.
Churchill Capital Corp. filed an amended S-1 this morning, increasing their deal size from $400 million to $450 million. There were no other additions or subtractions to the terms or management team, but it does appear that Mr. Balakrishnan Iyer had a birthday somewhere between today’s filing and the previous amendment on August 20th. He’s a Virgo y’all…Happy 62!
Additionally, Citigroup is still the only underwriter on the cover. Can they take down a SPAC that size themselves? Yeah, they can. However, another bank such as I-Bankers, will mostly likely be brought on to top off the 350 round lot shareholders needed to comply with NYSE listing standards.
All told, an upsize is a great way to start what is anticipated to a busy Fall Season. Full updated summary of terms below:
Churchill Capital Corp. Summary of Terms:
- Focus: Technology / Software
- Size: $450 million
- 100% held in trust ($10.00 per share)
- $10.00 unit comprised of one share of Class A Common Stock + 1/2 of one Warrant
- Warrant call for redemption threshold: equals or exceeds $18.00 (cash or cashless exercise)
- 24 months to complete an acquisition
- Limitation on Redemption Rights: 15%
- At-risk Capital: $13.5 million (13,500,000 warrants at $1.00)
- Underwriter fees: 2.0% + 3.5% deferred.
Citigroup is sole book-runner.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Winston & Strawn LLP are Issuer’s Counsel and Underwriter’s Counsel, respectively.
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