One Madison Corp - OMAD.U
Pack
Unit = 1 com + 1/2 warrant.
1 Wt. + 11.50 > 1 com. Call 18. Callable cashless.
Trust = $10.00. ~~$345,000,000mm.
Deadline 24 months. Exp. 1/22/20
Credit Suisse, Bofa Merrill, and IBankers
Trust accountat JP Morgan Chase. Trustee Continental.
While we may pursue an acquisition opportunity in any industry or location, we intend to focus on the consumer sector and consumer-related businesses based predominantly in North America with global reach.
Mr Omar Asali was previously CEO of HRG, Harbinger Group. HRG brought Fidelity Guaranty and Life public in 2013. Mr Asali was Board Chairman of FGL. FGL merged with SPAC CFCO in 2017. Asali is now CEO of One Madison.
Certain investors (including Mr. Asali and each of our other executive officers), whom we refer to collectively as “anchor investors,” together with the BSOF Entities (as defined below), .....One Madison Group LLC (our “sponsor”), entities affiliated with The Blackstone Group L.P. (collectively, the “BSOF Entities”), and the anchor investors own 12,375,000 Class B ordinary shares as of the date of this prospectus, which will automatically convert into Class A ordinary shares or Class C ordinary shares, as applicable, at the time of our initial business combination as described herein and in our amended and restated memorandum and articles of association. The Class C ordinary shares have identical terms as the Class A ordinary shares except the Class C ordinary shares do not grant their holders any voting rights. Class C ordinary shares are convertible into Class A ordinary shares as described under “Summary — The Offering — Forward Purchase Agreements.”
The anchor investors have entered into forward purchase agreements with us which provide for the purchase by the anchor investors of an aggregate of 15,000,000 Class A ordinary shares and Class C ordinary shares, plus an aggregate of 5,000,000 redeemable warrants to purchase one Class A ordinary share or one Class C ordinary share at $11.50 per share, for an aggregate purchase price of $150,000,000, or $10.00 per Class A ordinary share or Class C ordinary share, as applicable, in a private placement to close concurrently with the closing of our initial business combination. The forward purchase agreements provide that prior to signing a definitive agreement with respect to a potential initial business combination, and prior to making any material amendment to such definitive agreement following signing, anchor investors representing over 50% of the forward purchase shares must approve such potential initial business combination or amendment, as applicable. 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, we issued the anchor investors an aggregate of 3,750,000 Class B ordinary shares, which represent 33.33% of the Class B ordinary shares issued and outstanding immediately after this offering (assuming no exercise of the underwriters’ over-allotment option).
In addition, we and our sponsor have entered into a strategic partnership agreement with the BSOF Entities pursuant to which such entities have agreed to act as a strategic partner and may provide debt or equity financing in connection with our initial business combination. See “Summary — Strategic Partnership Agreement with the BSOF Entities.”
The forward purchase agreements... anchor investors representing over 50% of the forward purchase shares must approve such potential initial business combination or amendment, as applicable.
Mr. Asali has an extensive background of relevant industry and public company experience. Most recently, he served as President and Chief Executive Officer of HRG Group, a publicly traded diversified holding company (“HRG”), from March 2015 until April 2017, as its President since October 2011 and a director from May 2011 to April 2017. In addition to HRG, Mr. Asali served as Vice Chairman of the board of directors of Spectrum Brands Holdings, Inc. (“Spectrum Brands”), HRG’s majority owned and NYSE listed consumer products company with an $8.3 billion market capitalization at the time of Mr. Asali’s departure from HRG, and as a member of the board of directors of Fidelity & Guaranty Life (formerly the US Life and Annuity business of Old Mutual PLC, “FGL”), HRG’s majority owned NYSE-listed insurance company, which had a $1.6 billion market capitalization at the time of Mr. Asali’s departure from HRG. As Chief Executive Officer and President of HRG, Mr. Asali was responsible for overseeing its day-to-day activities, including M&A activity and overall business strategy for HRG and its subsidiaries as well as identifying performance metrics to better align management teams with meeting business objectives. During his time at HRG, Mr. Asali was directly involved in all of HRG’s acquisitions across all sectors and was actively involved in HRG’s management and investment activities. Under Mr. Asali’s leadership, HRG achieved substantial shareholder value both organically and through strategic transactions. During this time:
•
HRG grew from a public shell company with a market capitalization of $119 million in 2010 into a diversified holding company with a market capitalization of $3.9 billion as of April 14, 2017, the date of Mr. Asali’s departure from HRG. HRG completed numerous successful financings over this time period and lowered its blended cost of debt from 10.625% to 7.8%.
•
HRG shareholders achieved returns of 286% (or a compound annual growth rate of greater than 27%) from the time Mr. Asali became President in October 2011 until his departure in April of 2017