Business Context and Reporting Period
This Form 8-K, dated January 11, 2018, reports on Platinum Eagle Acquisition Corp., a Cayman Islands-based special purpose acquisition company (SPAC). The filing details the consummation of the Company's initial public offering (IPO) on January 17, 2018, and the entry into various material definitive agreements associated with the offering.
Key Financial Metrics
- Gross IPO Proceeds: $325,000,000 from the sale of 32,500,000 Units at $10.00 per Unit.
- Private Placement Proceeds: Approximately $8,000,000 from the sale of 5,333,334 Private Placement Warrants at $1.50 per warrant.
- Trust Account Funding: $325,000,000 deposited into a U.S.-based trust account. This includes $318,500,000 from IPO proceeds (incorporating $11,375,000 of deferred underwriting discount) and $6,500,000 from Private Placement Warrant proceeds.
- Warrant Exercise Price: $11.50 per share for public warrants.
- Revenue/Profit/Cash Flow: The filing does not provide operating revenue, profit, or cash flow metrics as the Company is a pre-business combination SPAC.
Material Changes and Transactions
The primary material change is the transition from a private entity to a public company via the IPO. Key transactional details include:
- Over-Allotment Exercise: Underwriters partially exercised their over-allotment option, resulting in the issuance of an additional 2,500,000 Units.
- Share Forfeiture: The Sponsor (Platinum Eagle Acquisition LLC) and Harry E. Sloan forfeited 255,000 and 245,000 Class B ordinary shares, respectively, due to the partial exercise of the over-allotment option.
- Corporate Governance: Three new directors (James A. Graf, Joshua Kazam, and Fredric Rosen) were appointed to the Board of Directors and assigned to Audit and Compensation Committees.
Outlook, Risks, and Contingencies
Business Combination Timeline: The Company has 24 months from the closing of the IPO to complete an initial business combination. If unsuccessful, public shares must be redeemed.
Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption event, or a shareholder vote to amend the obligation to redeem. Interest earned may be released to fund working capital expenses (capped at $250,000 annually) or to pay taxes.
Private Placement Warrants: These warrants are not redeemable by the Company while held by initial purchasers and cannot be transferred until 30 days after the completion of the initial business combination.
Investor Verification Checklist
- Verify the exact amount of deferred underwriting discount ($11,375,000) and its impact on net proceeds available for the business combination.
- Confirm the terms of the Amended and Restated Memorandum and Articles of Association regarding the 24-month deadline for a business combination.
- Review the specific restrictions on the transferability of Private Placement Warrants compared to public warrants.
- Check the composition of the Board of Directors and the specific roles of the newly appointed directors.