We FINALLY have Chinh Chu’s highly anticipated follow-up SPAC on file.
Collier Creek Holdings filed for a $350 million SPAC early this afternoon, with a focus on the consumer goods industry. Collier Creek is being led by the Co-Executive Chairmen team of Roger Deromedi and Jason Giordano, as well as Chinh Chu, as Vice-Chairman. This team is absolutely STACKED with consumer goods heavyweights. To wit:
Roger Deromedi: Independent Chairman and Lead Director of Pinnacle Foods (NYSE: PF), former CEO of Kraft
Jason Giordano: Managing Director in the private equity group at Blackstone where he oversaw investments in the consumer, education, packaging and chemicals sectors, formerly on the board of directors at Pinnacle Foods.
Chinh Chu: Former Senior Managing Director at Blackstone, where he was the longest tenured partner other than Stephen A. Schwartzman. Co-founded CF Corporation, a $690 million SPAC that acquired Fidelity & Guaranty Life (NYSE: FG)
Antonio Fernandez: Executive Vice President and Chief Supply Chain Officer of Pinnacle Foods, Chief Supply Chain Officer at Cadbury plc
Matthew Mannelly: Former CEO of Prestige Brands Holdings (NYSE: PBH), a leading supplier of branded over-the-counter medications and consumer healthcare products.
Craig D. Steeneck: Executive Vice President and CFO of Pinnacle Foods
William D. Toler: CEO and President of Hostess Brands (Nasdaq: TWNK)
It’s a little unfair to call this “Chinh Chu’s SPAC” with this much talent, but since Mr. Chu is the team member with previous SPAC experience, it was the lazy way for all of us in the SPAC community to give a “rumored SPAC” a name.
As for the structure, its your typical NYSE model of 24 months, 100% in trust, unit comprised of 1 share + 1/3 warrant. However, Collier Creek also includes the “Warrant Redemption for Shares” feature (previously seen in TPG Pace Holdings, GS Acquisition Holdings, and Gores III).
You can read more about the warrant redemption for share feature here, when we wrote about it for Gores III. It’s a term that is, so far, only reserved for A++ teams. A full summary of terms for Collier Creek can be found below.
Collier Creek Summary of Terms:
- Focus: Consumer Goods
- Size: $350 million
- 100% held in trust ($10.00 per share)
- $10.00 unit comprised of one Class A Ordinary Share + 1/3 of one full Warrant
- Warrant call for redemption threshold (cash/cashless): >$18.00
- Warrant call for redemption threshold (for shares): > $10.00
- 24 months to complete an acquisition
- Limitation on Redemption Rights: 15%
- At-risk Capital: $9.0 million (6,000,000 warrants at $1.50)
- Forward Purchase Agreement with Sponsor and Independent Directors: $35 million in aggregate, includes:
- 3,500,000 Class A ordinary shares
- 1,166,666 redeemable warrants (strike $11.50)
- Underwriter fees: 2.0% + 3.5% deferred
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the lead underwriters
Winston & Strawn LLP and Davis Polk & Wardwell LLP are Issuer’s Counsel and Underwriter’s Counsel, respectively.
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