Graf Industrial Corp GRAFU = 1C,1W
July 2 Velodyne announcement and presentation
117 million left in trust? 10 mil shares?
Graf involved Eagle spacs.
Warrant buys 3/4 share. Warrants adjusted from 1/2 to 3/4 on extension of time.
Term of spac is 18 months.
Trust $10.00 at IPO. $258.75 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company
EarlyBird, Oppenheimer. I-Bankers.
we intend to focus our search on industrial companies, which we define as diversified industrial manufacturing, technology, distribution and service businesses, in the United States and Canada with an aggregate enterprise value of over $1 billion.
Mr. Graf has served as a founder and executive officer or as a director of four special purpose acquisition companies formed for the purpose of effecting a business combination. The three special purpose acquisition companies for which Mr. Graf served as a founder and executive officer, Global Eagle, Silver Eagle and Double Eagle, completed initial business combinations in 2013, 2015 and 2017, respectively. The fourth, Platinum Eagle, for which Mr. Graf serves as a director, completed its initial public offering in January 2018 and has not yet completed its initial business combination.
Double Eagle Acquisition Corp./Williams Scotsman International
In 2015, Mr. Graf co-founded, together with Jeff Sagansky and Eli Baker, Double Eagle, in which Mr. Graf served as vice president, chief financial officer and treasurer. Harry E. Sloan was also an initial shareholder. Double Eagle completed its initial public offering in September 2015, in which it sold 50,000,000 units, each consisting of one Class A ordinary share and one warrant to purchase one-half of one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $500,000,000. Double Eagle completed its initial business combination in November 2017, in which its wholly-owned subsidiary acquired 90% of the shares of Williams Scotsman International, Inc., or Williams Scotsman, for an aggregate purchase price of approximately $1.1 billion. In the transaction, Double Eagle changed its name to WillScot Corporation, or WSC. WSC is a specialty rental services market leader providing modular space and portable storage solutions to diverse end markets across North America. Upon the closing of the initial business combination, each outstanding unit of Double Eagle was separated into its component parts of one share of WSC common stock and one warrant. WSC’s common stock is traded on Nasdaq under the symbol “WSC.”
Silver Eagle Acquisition Corp./Videocon d2h Limited
In 2013, Messrs. Graf, Sagansky and Sloan founded Silver Eagle, a special purpose acquisition company formed for substantially similar purposes as our company, in which Mr. Graf served as vice president, chief financial officer, secretary and treasurer. Silver Eagle completed its initial public offering in July 2013, in which it sold 32,500,000 units, each consisting of one share of common stock and one warrant, for an offering price of $10.00 per unit, generating aggregate proceeds of $325,000,000. Silver Eagle completed its business combination in March 2015, in which it contributed approximately $273.3 million to Videocon d2h, after Silver Eagle’s repurchase and cancelation of all of Silver Eagle’s warrants for $32.5 million and payment of Silver Eagle’s transaction expenses, in exchange for equity shares of Videocon d2h represented by American Depositary Shares, or ADSs, that were listed on The Nasdaq Global Select Market, or Nasdaq GS, under the symbol “VDTH,” upon the closing of the business combination. Videocon d2h is a leading direct-to-home pay-TV service provider in India. In November 2016, Videocon d2h agreed to merge with and into Dish TV India Limited (NSE: DISHTV) under a scheme of arrangement, a transaction which ultimately was completed in March 2018 and resulted in the exchange of VDTH ADS for common stock of Dish TV listed in India or Global Depositary Receipts, or GDRs, representing Dish TV shares that are listed on the London Stock Exchange. Following the closing of the initial business combination, Mr. Graf served as a special advisor to Videocon d2h in 2015 and 2016, with a focus on investor relations, mergers and acquisition and debt financing, and served as an alternate member of the board of directors of Videocon d2h from the completion of the business combination through completion of the merger with Dish TV in March 2018.
Global Eagle Acquisition Corp./Row 44, Inc. and Advanced Inflight Alliance AG
In 2011, Messrs. Graf, Sagansky and Sloan founded Global Eagle, a special purpose acquisition company formed for substantially similar purposes as our company, in which Mr. Graf served as chief financial officer, secretary and treasurer. Global Eagle completed its initial public offering in May 2011, in
which it sold approximately 19,000,000 units, each consisting of one share of common stock and one warrant, for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $190 million. Global Eagle completed its business combination in January 2013, acquiring 100% of the shares of Row 44, Inc., or Row 44, and 86% of the shares of Advanced Inflight Alliance AG, or AIA, and changed its name to Global Eagle Entertainment Inc., or GEE. GEE is a worldwide provider of media content, connectivity systems and operational data solutions to the travel industry. In the transaction, all major stockholders of both Row 44 and AIA agreed to receive shares in GEE in exchange for their Row 44 and AIA shares, and GEE entered into backstop agreements with PAR Investment Partners, L.P., and Putnam Capital Spectrum Fund and Equity Fund for aggregate investments in GEE common stock of over $70 million. Upon the closing of the business combination, each outstanding Global Eagle unit separated into its component parts of one share of common stock and one warrant. GEE’s common stock is traded on Nasdaq under the symbol “ENT”. Since the closing of the initial business combination, Mr. Graf served as a special advisor to GEE in 2013, with a focus on mergers and acquisitions, equity and debt financing and investor relations, and served as Vice Chairman of the board of supervisors of Global Entertainment AG, the intermediate holding company for AIA in 2013 to 2014.
Platinum Eagle Acquisition Corp.
Mr. Graf serves as a director of Platinum Eagle, which was founded by Messrs. Baker and Sagansky and in which Mr. Sloan is an initial shareholder. Platinum Eagle completed its initial public offering in January 2018, in which is sold 32,500,000 units, each consisting of one Class A ordinary share and one-third of one warrant, for an offering price of $10.00 per unit, generating aggregate proceeds of $325,000,000.
Mr. Graf’s experience is complemented by the hands-on knowledge of special purpose acquisition companies of two of our director nominees.
Keith W. Abell, a director nominee, served as a director of CF Corporation, a special purpose acquisition company, from May 2017 through its search for and negotiation of its initial business combination with Fidelity & Guaranty Life, a provider of annuities and life insurance products, in November 2017, and continues to serve as a director of the post-business combination company, FGL Holdings (NYSE: FG).