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.
Launch Two (NASDAQ:LPBBU) has filed for a $200 million IPO that shows how the market has shifted for new issuance since its sister SPAC Launch One (NASDAQ:LPAAU) filed just over a month ago. Both SPACs are underwritten by Cantor Fitzgerald and seeking nominally the same raise at IPO, but Launch Two is overfunding its trust...
FTAC Emerald (NASDAQ:EMLD) has entered into a definitive agreement to combine with crypto fintech firm Fold at an enterprise value of $381 million. Phoenix, Arizona-based Fold provides digital banking services backed by a treasury of Bitcoin that includes FDIC-secured checking accounts as well Bitcoin trading and awards. The combined company is expected to trade on...
At the SPAC of Dawn Dealmakers remain confident that AI is going to play a big role in their M&A processes, but feel unprepared for some the changes, according to a new survey of 225 corporate and 75 private equity transactions professionals. SS&C subsidiary Mergermarket generated the report that found more than half of respondents...
Trailblazer Merger I (NASDAQ:TBMC) has entered into a definitive agreement to combine with data intelligence firm Cyabra at an enterprise value of $70 million. Tel Aviv-based Cyabra provides tools to corporations and governments to identify fake accounts and combat social media disinformation. The combined company is expected to trade on the Nasdaq once the deal...
Chain Bridge I (NASDAQ:CBRG) has entered into a definitive agreement to combine with cannabinoid pharmaceuticals firm Phytanix Bio at a pre-deal valuation of $58 million. Santa Barbara, California-based Phytanix is working to develop bladder and seizure treatments using cannabis-based substances. The combined company is expected to trade on the Nasdaq under the symbol “PHYX” once...