Mosaic Acq. - MOSC.U
Vivint VVNT
In connection with the Closing, 31,074,592 shares of Common Stock were redeemed at a per price share of approximately $10.29. The Merger was completed on December January 17, 2020.
Float? Low
As of the Closing Date and following the completion of the Merger and the Private Placements, the Company had the following outstanding securities:
154,730,618 shares of Common Stock; and
17,433,324 warrants, each exercisable for one share of Common Stock at a price of $11.50 per share.
Unit = 1 com, 1/3 warrant.
Trust = $10.
1 Warrant + $11.50 > 1 common. Cash call at 18. But over $10 can be called cashless. Redemption of warrants for Class A ordinary shares - Below.
Deadline 24 months or 27 months with letter of intent. Closed Oct 23,2017.
Sponsors - Mosaic Sponsor, LLC and to Fortress Mosaic Sponsor LLC, collectively.
Deutsche Bank Securities RBC Capital Markets J.P. Morgan
Redemption of warrants for Class A ordinary shares. Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price equal to a number of shares of Class A ordinary shares to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below;
upon a minimum of 30 days’ prior written notice of redemption; and
if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.
The numbers in the table below represent the “redemption prices,” or the number of Class A ordinary shares that a warrant holder will receive upon redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption date, determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below.
The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is adjusted as set forth in the first three paragraphs under the heading “—Anti-dilution Adjustments” below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.
Redemption Date
(period to expiration of warrants)
Fair Market Value of Class A Ordinary Shares
$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00
57 months
0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.365
54 months
0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.365
51 months
0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.365
48 months
0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.365
45 months
0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.365
42 months
0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.364
39 months
0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.364
36 months
0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.364
33 months
0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.364
30 months
0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.364
27 months
0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.364
24 months
0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.364
21 months
0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.364
18 months
0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.363
15 months
0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.363
12 months
0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.363
9 months
0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.362
6 months
0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.362
3 months
0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361
0 months
— — 0.042 0.115 0.179 0.233 0.281 0.323 0.361
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Table of Contents
The “fair market value” of our Class A ordinary shares shall mean the average last reported sale price of our Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A ordinary shares to be issued for each warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year applicable. For example, if the average last reported sale price of our Class A ordinary shares for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $11 per share, and at such time there are 57 months until the expiration of the warrants, we may choose to, pursuant to this redemption feature, redeem the warrants at a “redemption price” of 0.277 shares of Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price of our Class A ordinary shares for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, we may choose to, pursuant to this redemption feature, redeem the warrants at a “redemption price” of 0.298 Class A ordinary shares for each whole warrant. Finally, as reflected in the table above, we can redeem the warrants for no consideration in the event that the warrants are “out of the money” (i.e. the trading price of our Class A ordinary shares is below the exercise price of the warrants) and about to expire.
Certain anchor investors (including an affiliate of Fortress Mosaic Sponsor LLC) have entered into forward purchase agreements pursuant to which they have agreed to purchase an aggregate of 15,789,474 Class A ordinary shares at a purchase price of $9.50 multiplied by the number of Class A ordinary shares purchased, or approximately $150,000,000 in the aggregate, in a private placement to occur concurrently with the closing of our initial business combination.
The obligations under the forward purchase agreements do not depend on whether any Class A ordinary shares are redeemed by our public shareholders. In connection with these agreements, if the last reported sale price of the Class A ordinary shares is less than $11.00 (as adjusted for share splits, share combinations and the like) for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the first anniversary of our initial business combination, each anchor investor may purchase from the sponsors, at a price per Class A ordinary share of $0.01, a number of Class A ordinary shares (“contingent call shares”) no greater than (a) the number of forward purchase shares issued and sold to such anchor investor less any forward purchase shares sold by such anchor investor prior to its exercise of the right to purchase such contingent call shares divided by (b) 18 (as adjusted for share splits, share combinations and the like). See “Description of Securities—Forward Purchase Agreements.
Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants) in whole and not in part; at a price equal to a number of Class A ordinary shares to be determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Shareholders’ Warrants” upon a minimum of 30 days’ prior written notice of redemption; and
if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.
We will seek to capitalize on the more than 20 years of investment and operational experience of our Chairman and Chief Executive Officer, David M. Maura. Mr. Maura has served
as Chairman of Spectrum Brands Holdings, Inc. (“Spectrum”), a diversified global branded consumer products company, since 2010 and as Executive Chairman of Spectrum since 2016. He also served as Managing Director and Executive Vice President of HRG Group, Inc. (“HRG”) from 2011 to 2016 and as Director of Investment at hedge fund Harbinger Capital Partners (“Harbinger”) from 2006 to 2012. Mr. Maura led the investment team that orchestrated Spectrum’s restructuring and emergence from bankruptcy protection in 2009, its merger with Russell Hobbs (resulting from the merger of Applica Inc. and Salton, Inc.) in 2010, and eleven acquisitions, valued at over $3.5 billion by Spectrum since 2010 that have more than doubled Spectrum’s EBITDA since 2010. The larger of these acquisitions included the hardware and home improvement division of Stanley Black & Decker in 2012 and the global auto care business (including the Armor All and STP product brands) from Avista Capital Partners in 2014. By identifying Spectrum’s intrinsic value in bankruptcy, leading the restructuring and executing successful acquisitions and integration, Mr. Maura led Spectrum’s growth and the diversification of its earnings base while creating meaningful value. During his tenure at HRG and Harbinger, Mr. Maura was also responsible for investments in consumer products, agriculture, industrials and inorganic minerals, playing a leadership role in successful investments in these industries.
Fortress is a leading, highly diversified global investment management firm with approximately $72.4 billion in assets under management as of June 30, 2017.
On February 14, 2017, Fortress and SoftBank Group Corp. (“SoftBank”) announced that they had entered into a definitive merger agreement under which a limited partnership or other entity (the “Parent”) controlled by SoftBank will acquire Fortress (the “Fortress Merger”).