Business Context and Reporting Period
This Form 8-K reports on events for Foley Trasimene Acquisition Corp. (a Special Purpose Acquisition Company or SPAC), with the report date of May 26, 2020. The filing details the effectiveness of the Registration Statement on Form S-1 and the subsequent consummation of the Company's Initial Public Offering (IPO) on May 29, 2020. The Company is incorporated in Delaware and its securities trade on the New York Stock Exchange.
Key Financial Metrics
- Gross IPO Proceeds: $1,035,000,000 from the sale of 103,500,000 Units at $10.00 per Unit (including full exercise of the underwriters' over-allotment option).
- Private Placement Proceeds: Approximately $22,700,000 from the sale of 15,133,333 Private Placement Warrants at $1.50 per warrant to the Sponsors.
- Total Trust Account Funding: $1,035,000,000 (comprised of IPO proceeds and Private Placement Warrant proceeds) deposited into a trust account at JP Morgan Chase Bank, N.A.
- Founder Shares: 25,875,000 shares of Class B common stock held by initial stockholders following a stock dividend.
- Warrant Exercise Price: $11.50 per share for both public and private warrants.
- Revenue, Profit, and Cash Flow: The filing text does not provide operating revenue, net profit, or operating cash flow figures as the Company is a pre-business combination SPAC.
Material Changes and Events
The primary material event is the transition from a private entity to a public company via the IPO. Key changes include:
- Capital Structure: Issuance of 103,500,000 Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant.
- Liquidity: Establishment of a trust account holding $1,035,000,000, which will not be released until the completion of an initial business combination, a redemption vote, or the expiration of the 24-month combination period.
- Corporate Governance: Execution of multiple agreements including a Warrant Agreement, Investment Management Trust Agreement, Registration Rights Agreement, and an Administrative Services Agreement with Cannae Holdings, Inc.
Outlook, Risks, and Contingencies
Outlook and Timeline: The Company has 24 months from the closing of the IPO (May 29, 2020) to complete its initial business combination. If no combination is completed within this period, the Company must redeem all public shares.
Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the trust account (approximately $10.00 per share) in connection with a vote to amend the certificate of incorporation or if the Company fails to complete a business combination within the specified timeframe.
Private Placement Warrants: These warrants are non-redeemable by the Company (with limited exceptions) and cannot be transferred by Sponsors until 30 days after the initial business combination. They may be exercised on a cashless basis.
Risks: The primary risk is the failure to identify and consummate a business combination within 24 months, which would result in liquidation and redemption of public shares.
Investor Verification Checklist
- Verify the exact date of the IPO closing (May 29, 2020) and the 24-month deadline for a business combination.
- Confirm the total amount held in the trust account ($1,035,000,000) and the terms regarding interest earnings available for tax payments.
- Review the terms of the Administrative Services Agreement with Cannae Holdings, Inc. for potential ongoing costs.
- Check the specific redemption thresholds and procedures outlined in the Second Amended and Restated Certificate of Incorporation.
- Monitor the status of the over-allotment option, which was exercised in full, increasing the total units sold to 103,500,000.