Commitments and Contingencies Disclosure [Text Block] | NOTE 6. COMMITMENTS AND CONTINGENCIES Contingent Transaction Fee Arrangements The Company has entered into fee arrangements with certain service providers and advisors pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become payable only if the Company consummates such potential Business Combination. If the potential Business Combination does not occur, the Company will not be required to pay these contingent fees. As of June 30, 2016, the amount of these contingent fees was approximately $ 3,894,000 Committed Transaction Fee Arrangements In connection with the Merger discussed below, the Company has entered into commitments to pay certain creditors and advisors fees to be incurred by the Company in connection with the Merger. As of June 30, 2016, such fees have not been incurred and will become due and payable only if the Company consummates the Merger. If the Merger does not occur, the Company will not be required to pay these fees. As of June 30, 2016, the amount of the fees committed to be paid by the Company was approximately $ 26,270,000 Registration Rights Pursuant to a registration rights agreement entered into on May 19, 2015 with the holders of the founder shares, Private Placement Warrants and Warrants, the holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities and shares that may be issued upon conversion of the Private Placement Warrants, Warrants and Working Capital Loans, if any. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-Up Period (as defined in the registration rights agreement). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to an underwriting discount of 6.0 2.5 4,312,500 3.5 6,037,500 Merger Agreement On April 19, 2016, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Merger Sub Holder Representative The Merger Agreement provides that, among other things and in accordance with the terms and subject to the conditions thereof, Merger Sub will merge with and into WKI (the “ Merger The aggregate purchase price is $ 500,000,000 Merger Consideration 75 25 10.00 At the effective time of the Merger (the “ Effective Time The cash portion of the Merger Consideration is also subject to (i) a purchase price escrow of $ 5,000,000 The Company intends to finance the cash portion required for the Merger and related transactions primarily through a combination of cash held in the Trust Account after redemptions (as described herein), proceeds from the Credit Facilities and proceeds from the Equity Financing (in each case, as defined and as described below). However, the Merger Agreement is not conditioned on obtaining the debt financing under the Credit Facilities, the Equity Financing or any other third-party financing. In connection with the Merger Agreement, the Company has entered into a debt commitment letter, dated as of April 19, 2016, with Citigroup Global Markets Inc., Bank of Montreal and BMO Capital Markets Corp. (collectively, the “ Commitment Parties the Commitment Parties have committed to provide, in accordance with the terms and subject to the conditions thereof, (i) a $100 million senior secured asset-based revolving credit facility (the “ ABL Facility Term Facility Credit Facilities In connection with the Merger Agreement, the Company has entered into an equity commitment letter, dated April 19, 2016, with the Sponsor, which will provide equity financing by means of purchasing newly issued shares of the Company’s common stock based on a per share issue price of $10.00 per share in an aggregate amount of up to $58 million (the “ Equity Financing The Company's Board of Directors has unanimously (1) determined that the Merger Agreement and the Merger are fair to and in the best interests of the Company and its shareholders, (2) approved the execution, delivery and performance of the Merger Agreement and (3) resolved to recommend adoption of the Merger Agreement and other related matters by the Company's shareholders. Pursuant to the Company's Amended and Restated Memorandum and Articles of Association and in accordance with the terms and subject to the conditions of the Merger Agreement, the Company will provide certain of its shareholders with the opportunity to redeem, contemporaneously with a vote on the Merger, their common shares of the Company for cash equal to their pro rata share of the Trust Account. HSR The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to (1) make required HSR filings and to use its reasonable best efforts to obtain expiration or termination of the waiting period under the HSR, (2) prepare and submit a listing application to NASDAQ and take other related actions required to list the common shares of the Company to be issued in connection with the Merger, (3) use its reasonable best efforts to arrange and obtain the debt financing described above and (4) subject to certain conditions, appoint the Nominee Director to the Company’s board of directors, with such appointment to take effect on the first business day after the Closing Date (as defined in the Merger Agreement). WKI has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time. The Merger Agreement contains customary non-solicitation restrictions prohibiting (1) WKI and its subsidiaries from initiating, soliciting or otherwise encouraging an Acquisition Proposal (as defined in the Merger Agreement) or conducting discussions or negotiations or entering into a definitive agreement in connection therewith and (2) GPIAC from making any proposal or offer that constitutes a Business Combination Proposal (as defined in the Merger Agreement) or initiating discussions or negotiations or entering into a definitive agreement in connection therewith, provided, that, subject to certain conditions, the Company may take certain actions related to an Acquiror Acquisition Proposal (as defined in the Merger Agreement). The Merger Agreement may be terminated at any time prior to the consummation of the Merger (whether before or after the required Company stockholder votes have been obtained) by mutual written consent of the Company and WKI and, in certain other limited circumstances, including if the Merger has not been consummated by September 20, 2016, subject to extension until November 19, 2016 in certain circumstances. In connection with the Merger Agreement, and the receipt by certain of WKI's stockholders of shares of the Company's common stock in connection with the Merger, the Company, the Principal Stockholders of WKI and the Lock-up Stockholders of WKI (in each case, as defined in the Merger Agreement) have executed a letter agreement (the “Stockholder Letter”), dated as of April 19, 2016, pursuant to which, among other things, (i) the Principal Stockholders and the Lock-up Stockholders have agreed to certain restrictions regarding the transfer of the shares of the Company’s common stock to be received by such persons in connection with the Merger and (ii) the Company has agreed to provide certain registration rights to the Principal Stockholders and the Lock-up Stockholders. The Merger will be accounted for as an acquisition in accordance with GAAP. Under this method of accounting, the assets (including identifiable intangible assets) and liabilities of WKI as of the effective time of the Merger will be recorded at their respective fair values and added to those of the Company. Any excess of the purchase price over the fair value will be recorded as goodwill. Amendment to the Merger Agreement As described below in Note 9, on July 28, 2016, the Company entered into an amendment to the Merger Agreement to, among other things: (i) allow for the issuance of additional stock of the Company, at a price of $10.00 per share (the “Incremental Equity Issuances”), in certain instances and subject to certain limitations; (ii) the waiver of certain closing conditions relating to the Incremental Equity Issuances; and (iii) the Company’s consent to certain corporate restructuring actions by WKI and the treatment of certain liabilities related thereto. Please refer to Note 9 for further details. |