Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 09, 2016 | |
Entity Registrant Name | BOULEVARD ACQUISITION CORP. II | |
Entity Central Index Key | 1,649,173 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 37,000,000 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 9,250,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,142,015 | $ 1,472,216 |
Prepaid expenses | 103,909 | 161,075 |
Total current assets | 1,245,924 | 1,633,291 |
Non current assets: | ||
Investments held in Trust Account | 370,449,326 | 370,001,037 |
Total assets | 371,695,250 | 371,634,328 |
Current liabilities: | ||
Franchise tax payable | 135,000 | 82,500 |
Due to related party | 102,802 | 25,327 |
Income tax payable | 85,745 | |
Accrued expenses | 104,758 | 30,053 |
Total current liabilities | 428,305 | 137,880 |
Other liabilities: | ||
Deferred underwriting compensation | 12,950,000 | 12,950,000 |
Total liabilities | 13,378,305 | 13,087,880 |
Class A common stock subject to possible redemption 35,331,694 shares and 35,354,644 shares at September 30, 2016 and December 31, 2015, respectively (at a redemption value of approximately $10.00 per share) | 353,316,935 | 353,546,438 |
Stockholders' equity: | ||
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 5,440,733 | 5,211,232 |
Accumulated deficit | (441,814) | (212,311) |
Total stockholders' equity | 5,000,010 | 5,000,010 |
Total liabilities and stockholders' equity | 371,695,250 | 371,634,328 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock | 166 | 164 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock | $ 925 | $ 925 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Class A common stock subject to possible redemption, shares issued | 35,331,694 | 35,354,644 |
Class A common stock, redemption value (in dollar per share) | $ 10 | $ 10 |
Preferred stock, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Class A common stock | ||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 1,668,306 | 1,645,356 |
Common stock, shares outstanding | 1,668,306 | 1,645,356 |
Class B common stock | ||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 9,250,000 | 9,250,000 |
Common stock, shares outstanding | 9,250,000 | 9,250,000 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | |
STATEMENTS OF OPERATIONS (Unaudited) | |||
Revenue | $ 0 | $ 0 | $ 0 |
Expenses: | |||
General and administrative expenses | 139,492 | 13,096 | 456,205 |
State franchise taxes | 45,360 | 135,842 | |
Loss from operations | (184,852) | (13,096) | (592,047) |
Interest income | 165,923 | 448,289 | |
Loss before income tax expense | (18,929) | (13,096) | (143,758) |
Income tax expense | (34,189) | (85,745) | |
Net loss attributable to common shares outstanding | $ (53,118) | $ (13,096) | $ (229,503) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 10,913,000 | 10,202,000 | 10,895,000 |
Basic and diluted net loss per share (in dollars per share) | $ (0.005) | $ (0.001) | $ (0.021) |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) | Class A common stockCommon Stock | Class A common stock | Class B common stockCommon Stock | Class B common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2015 | $ 164 | $ 925 | $ 5,211,232 | $ (212,311) | $ 5,000,010 | ||
Balances (in shares) at Dec. 31, 2015 | 1,645,356 | 1,645,356 | 9,250,000 | 9,250,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Change in proceeds subject to possible redemption | $ 2 | 229,501 | 229,503 | ||||
Change in proceeds subject to possible redemption (in shares) | 22,950 | ||||||
Net loss attributable to common stockholders | (229,503) | (229,503) | |||||
Balances at Sep. 30, 2016 | $ 166 | $ 925 | $ 5,440,733 | $ (441,814) | $ 5,000,010 | ||
Balances (in shares) at Sep. 30, 2016 | 1,668,306 | 1,668,306 | 9,250,000 | 9,250,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (13,096) | $ (229,503) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest income | (448,289) | |
Increase (decrease) in cash attributable to changes in assets and liabilities | ||
Prepaid expense | (191,490) | 57,166 |
Franchise tax payable | 52,500 | |
Due to related party | 3,333 | 77,475 |
Income tax payable | 85,745 | |
Accrued expenses | 179,253 | 74,705 |
Net cash used in operating activities | (22,000) | (330,201) |
Net cash used in investing activities | ||
Cash held in Trust Account | (350,000,000) | |
Cash flows from financing activities | ||
Proceeds from issuance of common stock to initial stockholder | 25,000 | |
Payment of offering costs | (7,519,256) | |
Proceeds from the sale of warrants to Sponsor and an unaffiliated purchaser | 9,350,000 | |
Proceeds from Public Offering | 350,000,000 | |
Note payable to related party | 196,931 | |
Net cash provided by financing activities | 352,052,675 | |
Net increase (decrease) in cash | 2,030,675 | (330,201) |
Cash, beginning of period | 1,472,216 | |
Cash, end of period | 2,030,675 | $ 1,142,015 |
Supplemental schedule of non-cash financing activities: | ||
Deferred underwriting fees | 12,250,000 | |
Offering costs included in accrued expenses | $ 140,683 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2016 | |
Organization and Business Operations | |
Organization and Business Operations | 1. Organization and Business Operations Incorporation Boulevard Acquisition Corp. II (the “Company”) was incorporated in Delaware on July 16, 2015. Sponsor The Company’s sponsor is Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company selected December 31 st as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet identified (the “Initial Business Combination”). The Company has neither engaged in any significant operations nor generated revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering of Units (as defined in Note 3 below), although substantially all of the net proceeds from the Public Offering (as defined below) are intended to be generally applied toward consummating a business combination. However, there is no assurance that the Company will be able to successfully effect a business combination. Financing The Company intends to finance a business combination in part with proceeds from the $350,000,000 public offering (the “Public Offering”) (as described in Note 3) and from the $9,350,000 private placement of warrants (the “Private Placement”) (as described in Note 4) that were simultaneously consummated on September 25, 2015. On October 9, 2015, the underwriters for the Public Offering purchased additional units pursuant to the partial exercise of their over-allotment option and the Sponsor and an affiliated purchaser purchased additional private placement warrants generating aggregate additional gross proceeds of $20,400,000. As of September 30, 2016 and December 31, 2015, approximately $370 million is held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). Trust Account The Trust Account is invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act’’), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The Company’s amended and restated certificate of incorporation provides that, except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations, the proceeds will not be released from the Trust Account until the earlier of (a) the completion of the Company’s Initial Business Combination or (b) the redemption of the shares of Class A common stock included in the Units sold in the Public Offering (the “Public Shares”) if the Company is unable to complete its Initial Business Combination within 24 months from the closing of the Public Offering (or 27 months, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within such 24-month period), subject to applicable law. Business Combination The Company, after signing a definitive agreement for the Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company or to pay the Company’s franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote in connection with the Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, less franchise and income taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification, or ASC 480, “Distinguishing Liabilities from Equity.” The Company will only have 24 months from the closing of the Public Offering to complete its Initial Business Combination (or 27 months, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within such 24-month period). If the Company does not complete its Initial Business Combination within this period of time, it shall: (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial purchasers of the Founder Shares and Private Placement Warrants (as described in Note 4) (the “Initial Stockholders”) have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the Initial Stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete the Initial Business Combination within the required time period. In the event of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2016 and December 31, 2015 and the results of operations for the three and nine months ended September 30, 2016. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the periods ended September 30, 2016 are not necessarily indicative of the results of operations to be expected for a full fiscal year. The balance sheet at December 31, 2015 was derived from the Company’s audited financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets. Net Income/(Loss) Per Common Share Net income/(loss) per common share is computed by dividing net income/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Since the Company is reflecting a loss for the three and nine months ended September 30, 2016 and for the period ended September 30, 2015, the effect of dilutive securities, which consists of 28,250,000 and 26,850,000 warrants at September 30, 2016 and September 30, 2015, respectively, would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for the periods ended September 30, 2016 and September 30, 2015. Redeemable Common Stock As discussed in Note 1, all of the 37,000,000 shares of Class A common stock sold as part of the units in the Public Offering and the underwriters’ partial exercise of their over-allotment option contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, a tender offer or stockholder approval of the Initial Business Combination. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings or additional paid-in capital. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2016 and December 31, 2015, the Company has deferred tax assets of approximately $0 and $28,000 respectively related to net loss carry forwards and $200,000 and $44,000 respectively related to start-up costs. Management has determined that a full valuation allowance of the deferred tax assets is appropriate at this time. For the nine months ended September 30, 2016, the Company recorded a provision for income tax of approximately $86,000, or 60% of the net loss before taxes. The difference between the effective tax rate and the statutory rate is due to the change in valuation allowance and the utilization of the net loss carry forwards. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2016 and December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2016 | |
Public Offering | |
Public Offering | 3. Public Offering On September 25, 2015, the Company sold 35,000,000 units at a price of $10.00 per unit (the “Units”) in the Public Offering. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value per share, and one-half of one warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete its Initial Business Combination on or prior to the 24-month (or 27-month, as applicable) period allotted to complete the Initial Business Combination, the Warrants will expire at the end of such period. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act of 1933, as amended (the “Securities Act”), following the completion of the Company’s Initial Business Combination. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. On October 9, 2015, the underwriters for the Public Offering purchased an additional 2,000,000 Units (the “Additional Units”) pursuant to the partial exercise of their over-allotment option. Each Additional Unit consists of one share of the Company’s Class A common stock and one-half of one Warrant entitling the holder to purchase one share of the Company’s common stock at a price of $11.50 per share. The Additional Units were sold at an offering price of $10.00 per Additional Unit, generating gross proceeds to the Company of $20,000,000. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions | |
Related Party Transactions | 4. Related Party Transactions Founder Shares In July 2015, the Sponsor purchased 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for $25,000, or approximately $.002 per share. On September 3, 2015, the Sponsor assigned 100,626 Founder Shares to the independent director nominees at their original purchase price. In addition, the Sponsor also transferred 251,563 Founder shares to an unaffiliated purchaser. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Initial Shareholders have waived their rights to participate in any redemption with respect to the Founder Shares (see Note 1). The Initial Stockholders collectively own 20.0% of the Company’s issued and outstanding shares following the Public Offering. On October 9, 2015, the Sponsor, an unaffiliated purchaser and the Company’s independent directors forfeited 812,500 Founder Shares in connection with the purchase by the underwriters of 2,000,000 Additional Units pursuant to the partial exercise of their over-allotment option. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment as described below. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the Public Shares and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock issued and outstanding upon completion of the Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination or pursuant to Private Placement Warrants (as defined below) issued to the Sponsor. Holders of the Class B common stock and holders of the Class A common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s Initial Business Combination, or earlier if, subsequent to the Company’s Initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Initial Business Combination or (B) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 9,350,000 Warrants at a price of $1.00 per Warrant (a purchase price of $9.35 million), in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). On October 9, 2015, the Sponsor and an unaffiliated purchaser purchased from the Company an additional 400,000 Private Placement Warrants at a price of $1.00 per Warrant (a purchase price of $400,000) in a private placement that occurred simultaneously with the underwriters’ partial exercise of their over-allotment option. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the trust account pending completion of the Company’s Initial Business Combination. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination and they will be non-redeemable so long as they are held by the Initial Stockholders or their permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a business combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor will expire worthless. Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to certain registration rights pursuant to a rights agreement. 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 under the Securities Act. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Administrative Services Agreement Commencing on the date the Company’s securities were initially listed for trading on the NASDAQ Capital Market, the Company has agreed to pay $10,000 per month to Avenue Capital Management II, L.P, an affiliate of the Sponsor, for office space, utilities, secretarial support and administrative services. Upon consummation of the Company’s Initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2016, the Company recognized $30,000 and $90,000, respectively, of expense pursuant to the administrative services agreement. For the period ended September 30, 2015, the Company recognized $3,333 of expenses pursuant to the agreement. At September 30, 2016 and December 31, 2015, $30,000 and $10,000 were unpaid and included in due to related party on the accompanying balance sheets. Due to Related Party Due to related party represents amounts payable pursuant to the administrative services agreement and amounts payable to an affiliate for certain expenses paid on behalf of the Company. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Underwriting Compensation | |
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company has agreed to pay the deferred underwriting commission totaling $12,950,000 (the “Deferred Commission”), or 3.5% of the gross offering proceeds (including the gross proceeds from the underwriters’ partial exercise of their over-allotment option) payable upon the Company’s completion of the Initial Business Combination. The Deferred Commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. |
Investments Held in Trust Accou
Investments Held in Trust Account | 9 Months Ended |
Sep. 30, 2016 | |
Investments Held in Trust Account | |
Investments Held in Trust Account | 6. Investments Held in Trust Account Upon the closing of the Public Offering, the simultaneous private placement of the Sponsor warrants and the underwriters’ partial exercise of their over-allotment option, a total of $370,000,000 was placed in the Trust Account. These funds can only be used by the Company in connection with the consummation of an Initial Business Combination. As of September 30, 2016 and December 31, 2015, investment securities in the Company’s Trust Account consisted of approximately $370 million in shares in money market accounts invested in United States Treasury securities with a maturity of 180 days or less. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 7. Fair Value Measurements The Company complies with FASB ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset, and includes situations where there is little, if any, market activity for the asset: Description December 31, 2015 Quoted Significant Significant Assets: United States Treasury Securities $ $ $ — $ — Description September 30, 2016 Quoted Significant Significant Assets: United States Treasury Securities $ $ $ — $ — |
Equity
Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity | |
Equity | 8. Equity Common Stock — The authorized common stock of the Company includes up to 400,000,000 shares, of which 350,000,000 are Class A common stock, par value $0.0001, and 50,000,000 are Class B common stock, par value $0.0001 (see Note 4 for rights of Class B common stock). Holders of the Company’s Class A and Class B common stock are entitled to one vote for each share of common stock. At both September 30, 2016 and December 31, 2015, there were 9,250,000 shares of Class B common stock issued and outstanding and 37,000,000 shares of Class A common stock issued and outstanding, including 35,331,694 and 35,354,644 shares subject to possible redemption. Preferred Stock — The authorized preferred stock of the Company includes up to 1,000,000 shares. At September 30, 2016 and December 31, 2015, there were no shares of preferred stock issued and outstanding. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2016 and December 31, 2015 and the results of operations for the three and nine months ended September 30, 2016. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the periods ended September 30, 2016 are not necessarily indicative of the results of operations to be expected for a full fiscal year. The balance sheet at December 31, 2015 was derived from the Company’s audited financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets. |
Net Income/(Loss) Per Common Share | Net Income/(Loss) Per Common Share Net income/(loss) per common share is computed by dividing net income/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Since the Company is reflecting a loss for the three and nine months ended September 30, 2016 and for the period ended September 30, 2015, the effect of dilutive securities, which consists of 28,250,000 and 26,850,000 warrants at September 30, 2016 and September 30, 2015, respectively, would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for the periods ended September 30, 2016 and September 30, 2015. |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 1, all of the 37,000,000 shares of Class A common stock sold as part of the units in the Public Offering and the underwriters’ partial exercise of their over-allotment option contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, a tender offer or stockholder approval of the Initial Business Combination. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings or additional paid-in capital. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2016 and December 31, 2015, the Company has deferred tax assets of approximately $0 and $28,000 respectively related to net loss carry forwards and $200,000 and $44,000 respectively related to start-up costs. Management has determined that a full valuation allowance of the deferred tax assets is appropriate at this time. For the nine months ended September 30, 2016, the Company recorded a provision for income tax of approximately $86,000, or 60% of the net loss before taxes. The difference between the effective tax rate and the statutory rate is due to the change in valuation allowance and the utilization of the net loss carry forwards. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2016 and December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements | |
Schedule of assets that are measured at fair value on a recurring basis | Description December 31, 2015 Quoted Significant Significant Assets: United States Treasury Securities $ $ $ — $ — Description September 30, 2016 Quoted Significant Significant Assets: United States Treasury Securities $ $ $ — $ — |
Organization and Business Ope17
Organization and Business Operations (Details) - USD ($) | Oct. 09, 2015 | Sep. 25, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2016 |
Organization and Business Operations | |||||
Proceeds from Public Offering | $ 350,000,000 | $ 350,000,000 | |||
Proceeds from the sale of warrants to Sponsor and an unaffiliated purchaser | $ 9,350,000 | $ 9,350,000 | |||
Aggregate gross proceeds from issuance of additional units and private placement warrants | $ 20,400,000 | ||||
Investments held in Trust Account | $ 370,001,037 | $ 370,449,326 | |||
Maturity period of trust account investments (in days) | 180 days | 180 days | |||
Period from closing of public offering initial business combination required to be complete (in months) | 24 months | ||||
Alternative period, as applicable, from closing of public offering initial business combination required to be complete (in months) | 27 months | ||||
Number of business days prior to consummation of initial business combination that balance in trust account may be used to redeem shares of stockholders (in days) | 2 days | 2 days | |||
Number of business days prior to commencement of tender offer that balance in trust account may be used to redeem shares of stockholders (in days) | 2 days | 2 days | |||
Minimum net tangible assets required to be maintained to redeem the shares of common stock included in units sold in public offering | $ 5,000,001 | $ 5,000,001 | |||
Maximum number of business days from the required period that the entity is allowed to complete business combinations that the entity must redeem public shares of common stock if business combination is not complete | 10 days | 10 days | |||
Maximum amount interest earned on funds held in the trust account required to keep in trust account to pay dissolution expenses | $ 100,000 | $ 100,000 |
Significant Accounting Polici18
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Net Income/(Loss) Per Common Share | ||||
Anti-dilutive securities | 28,250,000 | 26,850,000 | 28,250,000 | |
Redeemable Common Stock | ||||
Number of shares issued in initial public offering which contain redemption features | 37,000,000 | 37,000,000 | 37,000,000 | |
Threshold limit of net tangible assets (stockholders' equity) used to determine maximum redemption of common stock | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |
Income Taxes | ||||
Deferred tax assets attributable to net loss carry forwards | 0 | 0 | 28,000 | |
Deferred tax assets attributable to start-up costs | 200,000 | 200,000 | 44,000 | |
Provision for income tax | 34,189 | 85,745 | ||
Income tax expense | (34,189) | $ (85,745) | ||
Effective tax rate | 60.00% | |||
Amount of interest and penalties accrued | $ 0 | $ 0 | $ 0 |
Public Offering (Details)
Public Offering (Details) - USD ($) | Oct. 09, 2015 | Sep. 25, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Public offering | ||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class A common stock | ||||
Public offering | ||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Public Offering. | ||||
Public offering | ||||
Period after the completion of the Initial Business Combination for exercise of warrants (in days) | 30 days | |||
Period from closing of Public Offering for exercise of warrants (in months) | 12 months | |||
Period from closing of public offering that warrants will expire if initial business combination not completed (in months) | 24 months | |||
Alternative period, as applicable, from closing of public offering that warrants will expire if initial business combination not completed (in months) | 27 months | |||
Public Offering. | Class A common stock | ||||
Public offering | ||||
Number of shares called by each warrant | 1 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Public Offering. | Units | ||||
Public offering | ||||
Sale of units | 35,000,000 | |||
Price of units or shares issued (in dollars per share) | $ 10 | |||
Number of warrants included in each unit | 0.5 | |||
Public Offering. | Units | Class A common stock | ||||
Public offering | ||||
Number of shares of common stock included in each unit | 1 | |||
Par value of common stock (in dollars per share) | $ 0.0001 | |||
Exercise of underwriter's over-allotment option | ||||
Public offering | ||||
Proceeds from sale of Additional Units | $ 20,000,000 | |||
Exercise of underwriter's over-allotment option | Class A common stock | ||||
Public offering | ||||
Number of shares called by each warrant | 1 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Exercise of underwriter's over-allotment option | Units | ||||
Public offering | ||||
Sale of units | 2,000,000 | |||
Price of units or shares issued (in dollars per share) | $ 10 | |||
Number of warrants included in each unit | 0.5 | |||
Exercise of underwriter's over-allotment option | Units | Class A common stock | ||||
Public offering | ||||
Number of shares of common stock included in each unit | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | Oct. 09, 2015USD ($)$ / sharesshares | Sep. 25, 2015USD ($)$ / sharesshares | Sep. 03, 2015shares | Jul. 28, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)item$ / shares | Sep. 30, 2016USD ($)item$ / shares |
Related party transactions | ||||||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Proceeds from issuance of common stock to initial stockholder | $ | $ 25,000 | |||||||
Proceeds from issuance of warrants to related party | $ | $ 9,350,000 | 9,350,000 | ||||||
Due to related party | $ | $ 102,802 | $ 25,327 | $ 102,802 | |||||
Class A common stock | ||||||||
Related party transactions | ||||||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class B common stock | ||||||||
Related party transactions | ||||||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock conversion ratio | 1 | 1 | ||||||
Sponsor | ||||||||
Related party transactions | ||||||||
Percentage of issued and outstanding shares held by initial stockholders after IPO | 20.00% | |||||||
Number of Founder Shares forfeited | shares | 812,500 | |||||||
Period after the consummation of initial business combination that founder share activity is restricted, subject to certain conditions | 1 year | 1 year | ||||||
Number of days within 30 consecutive trading days in which closing sale price of the entity's common stock must exceed stated price of common stock in order to transfer, assign, sale or release founder shares from escrow account | item | 20 | 20 | ||||||
Number of consecutive trading days during which closing price of the entity's common stock must exceed stated price in order to transfer, assign, sale or release founder shares from escrow account | 30 days | 30 days | ||||||
Minimum period after initial business combination that founder shares can be transferred, assigned, sold or released from escrow account on the basis of sale price, subject to certain conditions | 150 days | 150 days | ||||||
Maximum number of registration demands entitled to holders of Founder Shares and Private Placement Warrants | item | 3 | 3 | ||||||
Sponsor | Minimum | ||||||||
Related party transactions | ||||||||
Sale price of common stock on which period to transfer, assign, sale or release founder shares from escrow account is based (in dollars per share) | $ 12 | $ 12 | ||||||
Sponsor | Class B common stock | ||||||||
Related party transactions | ||||||||
Founder Shares purchased | shares | 10,062,500 | |||||||
Par value of common stock (in dollars per share) | $ 0.0001 | |||||||
Proceeds from issuance of common stock to initial stockholder | $ | $ 25,000 | |||||||
Price of units or shares issued (in dollars per share) | $ 0.002 | |||||||
Founder Shares purchased assigned to independent directors nominees | shares | 100,626 | |||||||
Number of founder shares transferred to unaffiliated purchaser | shares | 251,563 | |||||||
Sponsor | Private Placement | ||||||||
Related party transactions | ||||||||
Number of warrants issued to related party | shares | 9,350,000 | |||||||
Price of warrants issued (in dollars per share) | $ 1 | |||||||
Proceeds from issuance of warrants to related party | $ | $ 9,350,000 | |||||||
Period from date of initial business combination that the lock-up period may commence for related party (in days) | 30 days | 30 days | ||||||
Sponsor and unaffiliated purchaser | Private Placement | ||||||||
Related party transactions | ||||||||
Number of warrants issued to related party | shares | 400,000 | |||||||
Price of warrants issued (in dollars per share) | $ 1 | |||||||
Proceeds from issuance of warrants to related party | $ | $ 400,000 | |||||||
Sponsor and unaffiliated purchaser | Private Placement | Class A common stock | ||||||||
Related party transactions | ||||||||
Number of shares of common stock to be converted upon exercise of Private Placement Warrant | shares | 1 | |||||||
Price per share of securities to convert warrant or right to common stock (in dollars per share) | $ 11.50 | |||||||
Avenue Capital Management II, L.P. | ||||||||
Related party transactions | ||||||||
Amount agreed to be paid to related party for office space, utilities, secretarial support and administrative services | $ | $ 10,000 | |||||||
Due to related party | $ | $ 30,000 | $ 10,000 | $ 30,000 | |||||
Amount of administrative service expense | $ | $ 30,000 | $ 3,333 | $ 90,000 | |||||
Units | Exercise of underwriter's over-allotment option | ||||||||
Related party transactions | ||||||||
Price of units or shares issued (in dollars per share) | $ 10 | |||||||
Units issued during the period | shares | 2,000,000 |
Deferred Underwriting Compens21
Deferred Underwriting Compensation (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Underwriting Compensation | ||
Deferred underwriting compensation | $ 12,950,000 | $ 12,950,000 |
Deferred underwriting discount payable (as a percent) | 3.50% | 3.50% |
Investments Held in Trust Acc22
Investments Held in Trust Account (Details) - USD ($) | 6 Months Ended | 9 Months Ended |
Dec. 31, 2015 | Sep. 30, 2016 | |
Investments Held in Trust Account | ||
Cash and investments held in the Trust Account | $ 370,001,037 | $ 370,449,326 |
Maturity period of trust account investments (in days) | 180 days | 180 days |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - United States Treasury Securities - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Assets measured at fair value | ||
Held-to-maturity securities at fair value | $ 370,449,326 | $ 370,001,037 |
Quoted Prices in Active Markets (Level 1) | ||
Assets measured at fair value | ||
Held-to-maturity securities at fair value | $ 370,449,326 | $ 370,001,037 |
Equity (Details)
Equity (Details) | 6 Months Ended | 9 Months Ended |
Dec. 31, 2015Vote$ / sharesshares | Sep. 30, 2016Vote$ / sharesshares | |
Authorized common stock (in shares) | 400,000,000 | 400,000,000 |
Par value of common stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of vote entitled by holders of common stock for each share of common stock | Vote | 1 | 1 |
Class A common stock subject to possible redemption, shares issued | 35,354,644 | 35,331,694 |
Class A common stock subject to possible redemption, shares outstanding | 35,354,644 | 35,331,694 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Class A common stock | ||
Authorized common stock (in shares) | 350,000,000 | 350,000,000 |
Par value of common stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock issued (in shares) | 1,645,356 | 1,668,306 |
Common stock, shares outstanding | 1,645,356 | 1,668,306 |
Number of Public Shares issued | 37,000,000 | 37,000,000 |
Number of Public Shares outstanding | 37,000,000 | 37,000,000 |
Class B common stock | ||
Authorized common stock (in shares) | 50,000,000 | 50,000,000 |
Par value of common stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock issued (in shares) | 9,250,000 | 9,250,000 |
Common stock, shares outstanding | 9,250,000 | 9,250,000 |