Spartan Energy Acq. SPAQ.U = 1C, 1/3 W
Warrant 1 + $11.50. Call 18. Can call cashless.
Trust + $10.00 at IPO. ~$525 million trust.
Deadline 24 mo.
Joint Book-Running Managers Citigroup, Credit Suisse
Co-Managers, Jefferies, RBC Capital Markets, Tudor, Pickering, Holt & Co
Forward Purchase Agreement
We plan to enter into a Forward Purchase Agreement pursuant to which ANRP II, which is a private investment fund managed by Apollo, will agree to purchase an aggregate of up to 30,000,000 Forward Purchase Units, consisting of the Forward Purchase Shares and the Forward Purchase Warrants, for $10.00 per unit, or an aggregate maximum amount of $300,000,000, in a private placement that will close simultaneously with the closing of our initial business combination. ANRP II will purchase a number of Forward Purchase Units that will result in gross proceeds to us necessary to enable us to consummate our initial business combination and pay related fees and expenses, after first applying amounts available to us from the trust account (after paying the deferred underwriting discount and giving effect to any redemptions of public shares) and any other financing source obtained by us for such purpose at or prior to the consummation of our initial business combination, plus any additional amounts mutually agreed by us and ANRP II to be retained by the post-business combination company for working capital or other purposes. ANRP II’s obligation to purchase Forward Purchase Units will, among other things, be conditioned on our completing an initial business combination with a company engaged in a business that is within the investment objectives of ANRP II, on the business combination (including the target assets or business, and the terms of the business combination) being reasonably acceptable to ANRP II and on a requirement that such initial business combination is approved by a unanimous vote of our board of directors. The investment objective of ANRP II is to make investments in the natural resources industry, principally in the energy, metals and mining, and agriculture sectors. In determining whether a target is reasonably acceptable to ANRP II, we expect that ANRP II would consider many of the same criteria as we will consider, but will also consider whether the investment is an appropriate investment for ANRP II.