Churchill Capital Says, “Go Big or Go Home”

Increases Deal Size to $600 Million.

Churchill Capital just filed an amended prospectus around 1:45PM today, increasing their deal size to $600 million. This most likely means pricing is off tonight since the $150 million increase is larger than a 20% upsize and therefore, it does not qualify for rule 462(b).

However, stranger things have happened and maybe Citigroup can get this through the SEC today and still price tonight.

Additionally, B. Riley FBR has been added as an underwriter. This is a nice cover for B. Riley and they’ll certainly be able to help out with rounding up a minimum of 350 round lot shareholders needed to comply with a NYSE listing.

Updated Summary of Terms below:

• Focus:  Technology / Software
• Size: $600 million
• 100% held in trust ($10.00 per share)
• At-risk Capital: $16.5 million (16,500,000 warrants at $1.00)
• $10.00 unit comprised of one share of Class A Common Stock + 1/2 of one Warrant
• 24 months to complete an acquisition
• Limitation on redemption rights: 15%
• Warrant call (cash/cashless):  >$18.00
• Underwriter fees: 2.0% + 3.5% deferred
• Citigroup: sole bookrunner; co-manager: B. Riley FBR