Business Context and Reporting Period
This Form 8-K, dated January 22, 2018, reports the consummation of the initial public offering (IPO) by One Madison Corporation (the "Company"). The Company is a Cayman Islands entity incorporated as a Special Purpose Acquisition Company (SPAC) with no current operating business. The filing details the closing of the IPO and related private placement transactions.
Key Financial Metrics
- Gross Proceeds from IPO: $300,000,000 from the sale of 30,000,000 Units at $10.00 per unit.
- Gross Proceeds from Private Placement: $8,000,000 from the sale of 8,000,000 Private Placement Warrants at $1.00 per warrant.
- Total Funds Raised: $308,000,000.
- Trust Account Balance: $300,000,000 deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. This includes $294,000,000 from IPO proceeds (including $10,500,000 of deferred underwriting discount) and $6,000,000 from Private Placement Warrant proceeds.
- Warrant Exercise Price: $11.50 per share.
- Revenue, Profit, and Cash Flow: The filing does not provide operating revenue, profit, or cash flow metrics as the Company has not yet consummated a business combination.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company following the IPO closing on January 22, 2018. The Company has raised significant capital specifically earmarked for a future business combination, with the majority of funds restricted in a trust account.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the closing of the IPO to complete an initial business combination.
- Redemption Rights: If the Company fails to complete a business combination within 24 months, public shareholders are entitled to redeem their shares for a pro rata share of the trust account.
- 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 trust terms. Interest earned may be released to pay taxes.
- Private Placement Warrants: These warrants are non-redeemable while held by the initial investors and cannot be transferred until 30 days after the completion of the initial business combination.
- Underwriting: The underwriters include Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Investor Verification Checklist
- Verify the exact date of the IPO closing (January 22, 2018) and the 24-month deadline for a business combination.
- Confirm the total amount held in the trust account ($300,000,000) and the terms regarding the release of interest for tax purposes.
- Review the deferred underwriting discount amount ($10,500,000) and its impact on net proceeds available for operations prior to a merger.
- Examine the restrictions on the Private Placement Warrants, specifically the 30-day post-combination transfer lock-up.
- Check the warrant exercise price ($11.50) relative to the IPO unit price ($10.00) to understand the dilution potential.