Mosaic Acquisition Corp. (MOSC), announced this morning that they will be adjourning and rescheduling their vote three days forward to January 17th (previously, the 14th). Now that everyone is back from the holidays for the first full week of the new year, this gives investors additional time to digest MOSC’s amended deal with Vivint. If investors wish to change their vote and/or redemption status, they now have until January 15th to do so.
Additionally, since the changes to the terms of their deal were released right before Christmas (when everyone was on holiday, either figuratively or literally) this new date also gives their capital markets teams additional time to market the new terms to investors who may not have been around the past two weeks.
However, today’s press release also used the opportunity to re-iterate the changes to their Vivint deal, a summary of which has been provide below.
- The initial enterprise value attributed to Vivint was reduced to approximately $4.2 billion, implying an estimated 2020 Adjusted EBITDA multiple of approximately 7.75x pre-money, or 7.92x post-money.
- Affiliates of Fortress Investment Group LLC (“Fortress”) agreed to invest up to an additional $50 million in Vivint through an investment in the common stock of Mosaic, through open market purchases or directly from Mosaic, prior to the closing of the merger.
- This investment is in addition to the $125 million investment in Vivint that Fortress affiliates committed to make at the time of the initial announcement of the transaction in September, and is in addition to pre-existing investments in Mosaic held by Fortress affiliates.
- An investor who is investing in Vivint pursuant to forward purchase commitments obtained in connection with Mosaic’s IPO has agreed to invest an additional $50 million in Vivint through an investment in the common stock of Mosaic prior to the closing of the merger.
- Pro forma net leverage reduced from 5.2x to 3.9x LTM 9/30/2019 Covenant Adjusted EBITDA, with substantially all net proceeds expected to be used to repay debt, assuming no redemptions by Mosaic’s public stockholders
In total, there will be~ $790 million of net cash proceeds at closing, including:
- The $150 million of forward purchase commitments obtained in connection with Mosaic’s IPO (including a Fortress affiliate)
- The previously announced $125 million investment in Vivint by Fortress affiliates
- The previously announced $100 million investment in Vivint by Blackstone
- The additional investment of up to $50 million by Fortress affiliates
- The additional $50 million investment from a forward purchaser
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