Industrea - INDUU = 1C,1W
April 1, 2019, And Secondary. Expires April 26
we commenced (i) an offer - 0.2105 shares of common stock in exchange for each outstanding public warrant tendered and 0.1538 shares of common stock in exchange for each private placement warrant tendered pursuant to the offer (the “Offer”), and (ii) the solicitation of consents (the “Consent Solicitation”) from holders of the public warrants to amend the Warrant Agreement, dated as of July 26, 2017, by and between the Company and Continental Stock Transfer & Trust Company, which governs all of the warrants. If approved, the Warrant Amendment would permit us to require that each warrant that is outstanding upon the closing of the Offer be converted into 0.1895 shares of common stock.
On September 7, 2018, Industrea Merger Agreement with Concrete Pumping Holdings Acquisition Corp. EdgarFiling
The proposed transaction will introduce CPH as a publicly traded company with an anticipated initial enterprise value of approximately $696 million, with net debt of approximately $244 million.
Industrea has secured the required financing to complete the proposed business combination, including a new $350.0 million debt facility, a $25.0 million zero-dividend convertible perpetual preferred stock investment from Nuveen (a TIAA company), and a $71.9 million private investment in public equity (PIPE) investment from Argand Partners and another institutional investor. Members of CPH management have also agreed to reinvest a minimum of approximately $42.0 million in the combined company. Peninsula Pacific has agreed to reinvest a minimum of $9.0 million in the combined company and former CPH management shareholders have agreed to reinvest approximately $9.0 million. The closing of the business combination is not subject to any minimum cash or maximum redemption conditions, and it is expected to occur in the fourth quarter of 2018.
The cash portion of the consideration payable in the CPH Merger is expected to be between $446.9 million and $550.0 million, depending on the number of the Company’s public shares that are redeemed (“Redemptions”) in connection with the closing of the Business Combination (the “Closing”).The cash portion of the consideration payable in the CPH Merger is expected to be between $446.9 million and $550.0 million, depending on the number of the Company’s public shares that are redeemed (“Redemptions”) in connection with the closing of the Business Combination (the “Closing”).
Trust = 10.20
1 Warrant + 11.50 > 1 common - Call > 18 20 of 30 days. Can require cashless exercise.
Exp 8/1/19 - 24 months from close of offering.
Sponsor, Industrea Alexandria LLC, ---- Argand Partners
FBR & B Riley
Of the net proceeds of this offering and the sale of the private placement warrants, $204,000,000, or $10.20 per unit ($234,600,000, or $10.20 per unit, if the underwriters' over-allotment option is exercised in full) will be placed into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. These proceeds include $7,000,000 (or $8,050,000 if the underwriters' over-allotment option is exercised in full) in deferred underwriting commissions.
Argand Partners, a private equity firm and an affiliate of our sponsor, after working together for a combined 40 years at Castle Harlan, Inc. and affiliates (“Castle Harlan”), a private equity firm.
Howard D. Morgan has been our Chief Executive Officer and a member of our board of directors since April 2017. Mr. Morgan has been a co-founder, Partner and Senior Managing Director of Argand Partners as well as a member of its Management Committee and Investment Committee since September 2015. Prior to forming Argand Partners, Mr. Morgan was the President of Castle Harlan from September 2014 to July 2015 and Co-President from August 2010 to September 2014.
Our Non-Executive Chairman and independent directors sourced, led, and/or were actively involved in over 70 mergers, acquisitions, and divestitures of an aggregate of approximately $18.0 billion in transaction value.