This morning, we had 2019’s SPAC #7 file for a $300 million IPO in the form of Acamar Partners Acquisition Corp. (ACAMU).  Acamar is being led by Juan Carlos Torres Carretero, as Chairman, and Luis Ignacio Solorzano Aizpuru, as CEO.  Mr. Torres is currently the Executive Chairman of Dufry AG (“Dufry”), the world’s largest travel retailer by revenue.  Additionally, both Mr. Torres and Mr. Solorzano held key positions at Advent International, a global private equity firm; Mr. Torres is the former Managing Partner and Co-Chief Executive Officer of Advent Latin American Private Equity Fund, and Mr. Solozano is the former head of the Mexico office and former Chairman of the Latin America’s Investment Committee.

Acamar intends to focus on the consumer and retail sectors in North America and Western Europe, a sweet spot for a team that has a strong track record in these areas. However, this is a new team, without SPAC experience, and they are debuting in a very tough SPAC climate.  So let’s take a look at the terms:

These terms are clearly meant for an A+ team.   It’s a straight up 100% in trust, 1/3 warrant, 24 months deal – no “cute play” on extensions or wording. However, there are two items that do stand out.  First, the limit on redemption rights of 10% is a level I can’t remember the last time I’ve seen.  Typically, it’s 15% or 20%, but 10% is aggressive.   Second, once again, we are also seeing the warrant call for shares term, most recently added to RMG Acquisition Corp. (also a Deutsche Bank deal). Some investors may disagree, but I like this feature for the simple reason that you’re getting a fair price for those warrants (using a black scholes model that appears to be using a high volatility) in a market where there isn’t much interest in warrants right now.  Sure, you lose some optionality, but you also lock in a fair price. Which is better in this market?

All told, these terms are aggressive and this is an unproven SPAC team.  However, they do have Goldman Sachs and Deutsche Bank underwriting, so do not expect these terms to change.  Regardless, it’s a good sign that tier-1 deals are still getting filed given the current SPAC conditions and it should be interesting to see if Acamar removes the delaying amendment in their next filing.  If so, count 20 days forward and expect them to price (assuming we’re still in government shutdown mode).

Goldman Sachs and Deutsche Bank are bookrunners.
Ellenoff Grossman & Schole LLP and Skadden, Arps, Slate, Meagher & Flom LLP are issuer’s counsel and underwriter’s counsel, respectively.