News Update: Pivotal, TKKS, Nebula & HL Acquisitions
Lots of news today…read below for a summary of the latest headlines
PIVOTAL ACQUISITION CORP. (PVT)
This morning, Pivotal Acquisition Corp. (PVT), announced that they had adjourned their shareholder vote to complete their combination with KLDiscovery. The meeting was originally scheduled for today, but will now occur tomorrow, December 13th, instead (at 10:00AM).
The reason given for the adjournment was, “The adjournment is intended to give the Company additional time to complete certain items necessary for the consummation of the Company’s proposed business combination…“. So presumably, this is a paperwork or administrative issue of some sort.
Look for results of the vote tomorrow, Friday, December 13th (spooky), but most likely, any 8-K or press release will not contain redemption amounts, just vote results. Those additional details tend to get filed in a later 8-K, especially if redemptions are heavy.
TKK SYMPHONY ACQUISITION CORP. (TKKS)
TKK Symphony Acquisition Corporation (TKKS), filed an amended Tender Offer this morning, increasing the offer purchase price to $10.28 per share, up from the previous offer of $10.26. Shareholders can tender their shares up to the December 16th, 5:00 pm deadline.
Additionally, TKKS also filed a proxy and scheduled their extraordinary meeting for December 23, 2019, where shareholders can vote on TKK Symphony’s combination with Glory Star New Media Group Limited. The record date for that meeting is November 29, 2019.
This might be a little confusing since the tender offer expires on December 16th, but the vote is to be held on December 23rd. HOWEVER, even if shareholders have tendered their shares via the tender offer, shareholders can still vote IF they were a shareholder of record as of November 29th.
NEBULA ACQUISITION CORP. (NEBU)
Nebula Acquisition Corp. (NEBU), filed their definitive proxy ahead of their extension vote, now scheduled for January 9th. Nebula will be asking for an additional five months, which moves their completion deadline from January 12, 2020 to June 12, 2020.
However, Nebula is NOT offering any contribution to trust for shareholders who do not redeem at the extension vote. Typically, when a SPAC asks for additional time, but does not contribute any additional funds, it results in a significant amount of redemptions. So it appears that Nebula, which raised $275 million at IPO, is trying to reduce their cash in trust via redeeming shareholders. Remember, you can always raise more money via a PIPE for an acquisition, but a SPAC can’t give money back. If a potential target is smaller than anticipated, the only way to reduce the trust size is via redemptions.
Record date is December 3, 2019, and you can redeem up to two days ahead of the vote, or January 7th, 2020.
HL ACQUISITION CORP. (HCCH)
HL Acquisition Corp. (LGC), also filed their definitive proxy for their upcoming extension vote, to be held January 2, 2020. HL will be asking for only a two months extension, which moves their deadline from January 2, 2020 to March 2, 2020.
However, HL will be contributing $0.03 per share per month to trust for non-redeeming shareholders, or $0.06 total if they need to use both months. Spoiler alert: they’re gonna need both months. Even if HL announces a combination today, it would be a herculean effort to close a combination by February 2nd, especially in the midst of the holiday season.
Regardless, a short, two-month extension, combined with an attractive $0.03/month contribution to trust, means that HL should have minimal redemptions. A short two-month extension also means maybe they have a combination in their pocket and they’re getting ready to announce something soon. Otherwise, maybe they would have asked for more time? We’ll have to wait and see.
Record date is December 4, 2019 and shareholders can redeem up to two days ahead of the vote, or December 30, 2019.