Filing Summary
Filing entity: Conyers Park II Acquisition Corp., not Advantage Solutions Inc. The filing reports events beginning July 17, 2019, and was signed July 23, 2019. It concerns the company’s initial public offering and formation as a special purpose acquisition company (SPAC).
Business Context and Reporting Period
On July 17, 2019, the SEC declared effective the company’s Form S-1 registration statement. On July 22, 2019, the company completed its IPO and related private placement. The company had not yet completed an initial business combination.
Key Financial and Capitalization Metrics
- IPO: 45,000,000 units sold at $10.00 per unit, generating gross proceeds of $450.0 million.
- Unit composition: Each unit included one Class A common share and one-fourth of one redeemable warrant.
- Public warrants: Each whole warrant is exercisable for one Class A share at $11.50 per share.
- Private placement: The sponsor purchased 7,333,333 warrants at $1.50 per warrant, generating $11.0 million.
- Trust account: Net IPO proceeds and certain private placement proceeds were placed in a trust account under an investment management trust agreement.
- Administrative fee: The sponsor agreed to provide office space and administrative services for $10,000 per month until the initial business combination or liquidation.
- Profit, cash flow, margins, debt and liquidity: The filing does not provide operating financial results, profitability, cash flow, margins, debt balances or a clear net liquidity figure.
Material Changes and Transaction Terms
- The company adopted an Amended and Restated Certificate of Incorporation on July 17, 2019.
- The IPO and private placement established the company’s initial capital structure and trust account.
- The sponsor and the company’s officers and directors agreed to vote their Class A shares in favor of the initial business combination.
- The company entered into underwriting, warrant, trust account, registration rights, letter agreement and administrative services agreements.
- The company generally must complete an initial business combination within 24 months or facilitate liquidation and winding up.
Outlook, Risks and Unusual Items
- The company’s future depends on identifying and completing an acceptable initial business combination; no target or transaction is identified in this filing.
- If no business combination is completed within the applicable 24-month period, the company may be required to liquidate.
- Public shareholders may have redemption rights in connection with the initial business combination, which could reduce available capital.
- Private placement warrants have terms that differ from public warrants, including cashless exercise and different redemption and transfer restrictions while held by the sponsor or permitted transferees.
- Warrants and the potential issuance of additional Class A shares may cause dilution to existing shareholders.
- The filing reflects a newly formed SPAC and does not provide business operating guidance or management forecasts.
Important Facts for Investors to Verify
- Confirm that the intended company is Conyers Park II Acquisition Corp.; the provided filing does not concern Advantage Solutions Inc.
- Review the complete underwriting, warrant, trust account, registration rights and sponsor agreements for redemption, voting, dilution and liquidation provisions.
- Verify the amount ultimately deposited into the trust account after underwriting discounts, offering expenses and other permitted deductions.
- Confirm the deadline and conditions for completing the initial business combination.
- Assess the sponsor’s incentives, warrant ownership and voting commitments in any future business combination.