Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 28, 2016 | |
Entity Registrant Name | Silver Run Acquisition Corp. | |
Entity Central Index Key | 1,658,566 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 50,000,000 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 12,500,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,713,777 | $ 105,500 |
Prepaid expenses | 27,936 | |
Investment held in Trust Account | 500,062,592 | |
Deferred offering costs | 370,691 | |
Total assets | 501,804,305 | 476,191 |
Current liabilities: | ||
Accrued formation and offering costs | 530,975 | 280,116 |
Payable to affiliate | 23,075 | |
Sponsor note | 150,000 | |
Total current liabilities | 530,975 | 453,191 |
Deferred underwriting compensation | 17,500,000 | |
Total liabilities | 18,030,975 | $ 453,191 |
Class A common stock subject to possible redemption; 47,874,832 shares (at redemption value of approximately $10.00 per share | $ 478,773,320 | |
Statement of Stockholders' Equity [Abstract] | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | $ 4,967,865 | $ 23,850 |
Retained earnings (accumulated deficit) | 30,639 | (2,000) |
Total stockholders' equity | 5,000,010 | 23,000 |
Total liabilities and stockholders' equity | 501,804,305 | 476,191 |
Class A Common Stock | ||
Statement of Stockholders' Equity [Abstract] | ||
Common stock | 212 | |
Class B common stock | ||
Statement of Stockholders' Equity [Abstract] | ||
Common stock | $ 1,294 | $ 1,150 |
CONDENSED BALANCE SHEETS (paren
CONDENSED BALANCE SHEETS (parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Shares subject to redemption | 50,000,000 | |
Preferred stock, par value | $ 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 |
Class A Common Stock | ||
Shares subject to redemption | 47,877,332 | |
Redemption value per share | $ 10 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 2,122,668 | 0 |
Common stock, shares outstanding | 2,122,668 | 0 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | |
Common stock, shares issued | 12,937,500 | 11,500,000 |
Common stock, shares outstanding | 12,937,500 | 11,500,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
CONDENSED STATEMENT OF OPERATIONS | |
Revenues | $ 0 |
General and administrative expenses | 29,943 |
Loss from operations | (29,943) |
Other income - investment income on Trust Account | 62,582 |
Net income | $ 32,639 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 29,022,665 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2016 - USD ($) | Common stockClass A Common Stock | Common stockClass B common stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit). | Class A Common Stock | Class B common stock | Total |
Balance at Dec. 31, 2015 | $ 1,150 | $ 23,850 | $ (2,000) | $ 23,000 | |||
Balance (in shares) at Dec. 31, 2015 | 11,500,000 | 0 | 11,500,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Sale of stock | $ 5,000 | 499,995,000 | 500,000,000 | ||||
Sale of stock (in shares) | 50,000,000 | ||||||
Class B stock dividend to Sponsor | $ 144 | (144) | |||||
Class B stock dividend to Sponsor (in shares) | 1,437,500 | ||||||
Underwriters' discount and offering expenses | (28,282,309) | (28,282,309) | |||||
Shares subject to possible redemption | $ (4,788) | (478,768,532) | (478,773,320) | ||||
Shares subject to possible redemption (in shares) | (47,887,332) | ||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 12,000,000 | 12,000,000 | |||||
Net income | 32,639 | 32,639 | |||||
Balance at Mar. 31, 2016 | $ 212 | $ 1,294 | $ 4,967,865 | $ 30,639 | $ 5,000,010 | ||
Balance (in shares) at Mar. 31, 2016 | 2,122,668 | 12,937,500 | 2,122,668 | 12,937,500 |
CONDENSED STATEMENT OF CHANGES6
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - Private Placement Warrants - Silver Run Sponsor, LLC, Related Party - $ / shares | Feb. 29, 2016 | Mar. 31, 2016 |
Warrants issued | 8,000,000 | 8,000,000 |
Warrant price | $ 1.50 | $ 1.50 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Cash flow from operating activities: | |
Net income | $ 32,639 |
Adjustments to reconcile net income to net cash used by operations: | |
Increase in prepaid expenses | (27,936) |
Increase in accounts payable and accrued liabilities | 7,554 |
Net cash provided by operating activities | 12,257 |
Cash flows from investing activities: | |
Cash deposited into trust account | (500,000,010) |
Trust income retained in Trust Account | (62,582) |
Net cash used in investing activities | (500,062,592) |
Cash flows from financing activities: | |
Proceeds from public offering | 500,000,000 |
Proceeds from sale of Private Placement Warrants | 12,000,000 |
Payment of underwriting discounts | (10,000,000) |
Payment of offering costs | (191,388) |
Proceeds from Sponsor note | 150,000 |
Payment of Sponsor note | (300,000) |
Net cash provided by financing activities | 501,658,612 |
Net increase in cash | 1,608,277 |
Cash at beginning of period | 105,500 |
Cash at end of period | 1,713,777 |
Supplemental disclosure of non-cash financing activities: | |
Deferred Underwriting Commission | 17,500,000 |
Accrued offering costs | $ 243,305 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2016 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations. | 1. Description of Organization and Business Operations Organization and General Rockstream Corp. (the “ Company ”) was incorporated in Delaware on November 4, 2015. On November 11, 2015, the Company changed its name from Rockstream Corp. to Silver Run Acquisition Corporation. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “ Initial Business Combination ”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”). The Company’s sponsor is Silver Run Sponsor, LLC; a Delaware limited liability company (the “ Sponsor ”). At March 31, 2016, the Company had not engaged in any significant operations. All activity for the three months ended March 31, 2016 relates to the Company’s formation, the initial public offering (“ Public Offering ” as described below) and efforts directed towards locating a suitable Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investment held in trust account. The Company has selected December 31st as its fiscal year end. Financing On February 23, 2016, the registration statement for the Public Offering was declared effective by the Securities and Exchange Commission (the “ SEC ”). On February 29, 2016 (the “ IPO Closing Date ”), the Company consummated the Public Offering of $500,000,000 in Units (as defined in Note 3), and the sale of $12,000,000 in warrants (the “ Private Placement Warrants ”) to the Sponsor (the “ Private Placement ”). On the IPO Closing Date, the Company placed $500,000,000 of proceeds (including the Deferred Discount (as defined in Note 3)) from the Public Offering and the Private Placement into a trust account at J.P. Morgan Chase Bank, N.A. (the “ Trust Account ”). The Company intends to finance the Initial Business Combination from proceeds held in the Trust Account. At the IPO Closing Date, the Company held $12,000,000 of proceeds from the Public Offering and the Private Placement outside the Trust Account. Of these amounts, $10,000,000 was used to pay underwriting discounts in the Public Offering and $300,000 was used to repay a note payable to the Sponsor (see Note 4), with the balance reserved to pay accrued offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses. Trust Account The proceeds held in the Trust Account are invested in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended and that invest only in direct U.S. government obligations. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of the Company’s Class A common stock, par value $0.0001 per share (the “ Class A Common Stock ”) included in the Units (the “ Public Shares ”) sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an 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 public stockholders may seek to redeem their Public 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 but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public 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 the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public 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, unless a vote is required by law or under NASDAQ rules. 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 its 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 its 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 or there is a tender offer for Public Shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its Public Shares for an amount in cash equal to its 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 but less taxes payable. As a result, such shares of Class A Common Stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (‘‘ FASB ’’) Accounting Standards Codification (‘‘ ASC ’’) 480, ‘‘Distinguishing Liabilities from Equity.’’ Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest income but less taxes payable (less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 4) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its public stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination and the other circumstances described above, subject to the limitations described herein. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies. | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company has evaluated subsequent events through the issuance of the financial statements. Operating results for the quarter ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on February 25, 2016, as well as the Company’s Form 8-K filed with the SEC on March 4, 2016. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until 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) are required to comply with the new or revised financial accounting standards. 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 an 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. Net Income Per Common Share Net income per common share is computed by dividing net income 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. At March 31, 2016, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per common share is the same as basic income per common share for the period. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities held in Trust Account The amounts held in the Trust Account represent proceeds from the Public Offering and the Private Placement of $500,000,000 which were invested in a money market instrument that invests in United States Treasury Securities with original maturities of six months or less and are classified as restricted assets because such amounts can only be used by the Company in connection with the consummation of an Initial Business Combination. As of March 31, 2016, marketable securities held in the Trust Account had a fair value of $500,062,592 . At March 31, 2016, there was $62,582 of interest income held in the Trust Account available to be released to the Company to pay taxes. Redeemable Common Stock As discussed in Note 1, all of the 50,000,000 Public Shares contain a redemption feature which allows for the redemption of Class A Common Stock under the Company's liquidation or tender offer/stockholder approval provisions. In accordance with FASB 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 FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets 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 shares of Class A Common Stock shall be affected by charges against additional paid in capital. Accordingly, at March 31, 2016, 47,877,332 of the 50,000,000 shares of Class A Common Stock included in the Units were classified outside of permanent equity at their redemption value. 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. 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 balance sheet. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs of approximately $28,282,000 , consisting primarily of underwriting discounts of $27,500,000 (including $17,500,000 of which is deferred), and approximately $782,000 of professional, filing, regulatory and other costs, were charged to additional paid in capital upon the closing of the Public Offering on February 29, 2016. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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. There were no unrecognized tax benefits as of March 31, 2016. 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 March 31, 2016. 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. Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Recent Accounting Pronouncements The Company complies with the reporting requirements of FASB Accounting Standards Update (“ ASU ”) 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirements for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholders’ equity. Early application of each of the amendments is permitted for any annual reporting periods or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For private entities and emerging growth companies under the JOBS Act, the amendments are effective for annual reporting periods beginning after December 15, 2015. The Company has elected early adoption and incorporated the methodologies prescribed by ASU 2014-10 in the accompanying financial statements. In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2016 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering On the IPO Closing Date, the Company sold 50,000,000 units (the “ Units ”) at a price of $10.00 per Unit, including 5,000,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option, generating gross proceeds to the Company of $500,000,000 . Each Unit consists of one share of Class A Common Stock and one -third of one warrant (each whole warrant, a “ Warrant ” and, collectively, the “ Warrants ”). Each whole Warrant entitles the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. 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 and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders. The Company paid an upfront underwriting discount of 2.0% ($10,000,000) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “ Deferred Discount ”) of 3.5% ($17,500,000) of the gross offering proceeds payable upon the Company’s completion of an Initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes an Initial Business Combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On November 6, 2015, the Sponsor purchased 11,500,000 shares (the “ Founder Shares ”) of Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ”), for an aggregate purchase price of $25,000 , or approximately $0.002 per share. In February 2016, the Sponsor transferred 40,000 Founder Shares to each of the Company’s independent directors (together with the Sponsor, the “ Initial Stockholders ”) at their original purchase price. On February 24, 2016, the Company effected a stock dividend of approximately 0.125 shares for each outstanding share of Class B Common Stock, resulting in the initial stockholders holding an aggregate of 12,937,500 Founder Shares. On April 8, 2016, following the expiration of the underwriters’ remaining over-allotment option in connection with the Public Offering, the Sponsor forfeited 437,500 Founder Shares, so that the remaining 12,500,000 Founder Shares held by the Initial Stockholders would represent 20.0% of the issued and outstanding shares of common stock. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A Common Stock issuable upon conversion thereof. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A Common Stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. The Company’s Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a 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 an aggregate of 8,000,000 Private Placement Warrants at a price of $1.50 per whole warrant ($12,000,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account such that at the closing of the Public Offering $500,000,000 was placed in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) as stated in the registration rights agreement signed on the date of the prospectus for the Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. 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 for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On November 6, 2015, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note (the “ Note ”). This loan was non-interest bearing and payable on the earlier of March 31, 2016 or the completion of the Public Offering. On November 10, 2015, the Company borrowed $150,000 under the Note. In February 2016, the Company borrowed the remaining $150,000 under the Note. On February 29, 2016, the full $300,000 balance of the Note was repaid to the Sponsor. Administrative Support Agreement On February 23, 2016, the Company entered into an administrative support agreement pursuant to which it agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period ended March 31, 2016, the Company paid the affiliate of the Sponsor $10,000 for such services. |
Investment Held in Trust Accoun
Investment Held in Trust Account | 3 Months Ended |
Mar. 31, 2016 | |
Investment Held in Trust Account | |
Investment Held in Trust Account | 5. Investment Held in Trust Account On the IPO Closing Date, gross proceeds of $500,000,000 and $12,000,000 from the Public Offering and the Private Placement, respectively, less underwriting discounts of $10,000,000 and $2,000,000 designated to fund the Company’s accrued formation and offering costs (including the note payable to the Sponsor), business, legal and accounting due diligence expenses on prospective acquisitions, and continuing general and administrative expenses, were placed in the Trust Account. As of March 31, 2016, marketable securities held in the Trust Account had a fair value of $500,062,592 which was invested in a money market instrument that invests in United States Treasury Securities with original maturities of six months or less. |
Deferred Underwriting Commissio
Deferred Underwriting Commission | 3 Months Ended |
Mar. 31, 2016 | |
Deferred Underwriting Commission. | |
Deferred Underwriting Commission | 6. Deferred Underwriting Commission The Company is committed to pay the Deferred Discount of 3.5% of the gross proceeds of the Public Offering, or $17,500,000 , to the underwriters upon the Company’s completion of an Initial Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if an Initial Business Combination is not completed within 24 months after the Public Offering. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 7. Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B Common Stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A Common Stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At March 31, 2016, there were 50,000,000 shares of Class A Common Stock, of which 47,877,332 were classified outside of permanent equity, and 12,937,500 shares of Class B Common Stock issued and outstanding . On April 8, 2016, following the expiration of the underwriters’ remaining over-allotment option in connection with the Public Offering, the Sponsor forfeited 437,500 Founder Shares, so that the remaining 12,500,000 Founder Shares held by the Initial Stockholders would represent 20.0% of the issued and outstanding shares of common stock . Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2016, there were no shares of preferred stock issued or outstanding . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 8. Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2016 and indicates the fair value hierarchy of the valuation techniques that 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 or liability, and includes situations where there is little, if any, market activity for the asset or liability. Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description March 31, 2016 (Level 1) Inputs (Level 2) Inputs (Level 3) Investments held in Trust Account $ $ $ — $ — |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Emerging Growth Company | Basis of Presentation The Company’s unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company has evaluated subsequent events through the issuance of the financial statements. Operating results for the quarter ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on February 25, 2016, as well as the Company’s Form 8-K filed with the SEC on March 4, 2016. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until 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) are required to comply with the new or revised financial accounting standards. 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 an 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. |
Net Income Per Common Share | Net Income Per Common Share Net income per common share is computed by dividing net income 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. At March 31, 2016, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per common share is the same as basic income per common share for the period. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable Securities held in Trust Account | Marketable Securities held in Trust Account The amounts held in the Trust Account represent proceeds from the Public Offering and the Private Placement of $500,000,000 which were invested in a money market instrument that invests in United States Treasury Securities with original maturities of six months or less and are classified as restricted assets because such amounts can only be used by the Company in connection with the consummation of an Initial Business Combination. As of March 31, 2016, marketable securities held in the Trust Account had a fair value of $500,062,592 . At March 31, 2016, there was $62,582 of interest income held in the Trust Account available to be released to the Company to pay taxes. |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 1, all of the 50,000,000 Public Shares contain a redemption feature which allows for the redemption of Class A Common Stock under the Company's liquidation or tender offer/stockholder approval provisions. In accordance with FASB 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 FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets 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 shares of Class A Common Stock shall be affected by charges against additional paid in capital. Accordingly, at March 31, 2016, 47,877,332 of the 50,000,000 shares of Class A Common Stock included in the Units were classified outside of permanent equity at their redemption value. |
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. |
Financial Instruments | 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 balance sheet. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs of approximately $28,282,000 , consisting primarily of underwriting discounts of $27,500,000 (including $17,500,000 of which is deferred), and approximately $782,000 of professional, filing, regulatory and other costs, were charged to additional paid in capital upon the closing of the Public Offering on February 29, 2016. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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. There were no unrecognized tax benefits as of March 31, 2016. 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 March 31, 2016. 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. |
Related Parties | Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
Subsequent Events | Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company complies with the reporting requirements of FASB Accounting Standards Update (“ ASU ”) 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirements for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholders’ equity. Early application of each of the amendments is permitted for any annual reporting periods or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For private entities and emerging growth companies under the JOBS Act, the amendments are effective for annual reporting periods beginning after December 15, 2015. The Company has elected early adoption and incorporated the methodologies prescribed by ASU 2014-10 in the accompanying financial statements. In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description March 31, 2016 (Level 1) Inputs (Level 2) Inputs (Level 3) Investments held in Trust Account $ $ $ — $ — |
Description of Organization a18
Description of Organization and Business Operations (Details) | Feb. 29, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)item$ / shares | Dec. 31, 2015$ / shares |
Gross proceeds | $ 500,000,000 | $ 500,000,000 | |
Sale of private placement warrants | 12,000,000 | ||
Payments to Acquire Investments | 500,000,010 | ||
Proceeds from Public Offering and Private Placement held outside the Trust Account | 12,000,000 | ||
Underwriting discounts | 10,000,000 | 10,000,000 | |
Repayment of note payable to Sponsor | 300,000 | $ 300,000 | |
Trust Account | |||
Period to complete Initial Business Combination | 24 months | ||
Private Placement Warrants | |||
Sale of private placement warrants | $ 12,000,000 | ||
Trust Account | |||
Period to complete Initial Business Combination | 24 months | ||
Class A Units | |||
Gross proceeds | $ 500,000,000 | ||
Class A Common Stock | |||
Trust Account | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Uncompleted business combination, obligation to redeem (as a percent) | 100.00% | ||
Period to complete Initial Business Combination | 24 months | ||
Initial Business Combination | |||
Minimum number of target businesses for Initial Business Combination | item | 1 | ||
Initial Business Combination, fair value minimum percent of assets held in trust | 80.00% | ||
Initial Business Combination, redemption period prior to consummation | 2 days | ||
Redemption limitation, minimum net tangible assets | $ 5,000,001 | ||
Uncompleted business combination, wind-up period | 10 days | ||
Portion of interest income allowed to pay dissolution expenses | $ 100,000 | ||
IPO | |||
Payments to Acquire Investments | $ 500,000,000 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2016shares | |
Net Income Per Common Share Policy | |
No dilutive securities | 0 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Detail 2) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Marketable Securities held in Trust Account Policy | |
Fair value of money market instruments held in trust | $ 500,062,592 |
Interest income held in Trust Account | 62,582 |
US Treasury Securities | Assets Held In Trust | |
Marketable Securities held in Trust Account Policy | |
Proceeds from Public Offering and Private Placement invested in Trust | 500,000,000 |
Fair value of money market instruments held in trust | 500,062,592 |
Interest income held in Trust Account | $ 62,582 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details 3) - USD ($) | Feb. 29, 2016 | Mar. 31, 2016 |
Redeemable Common Stock Policy | ||
Temporary equity outstanding | 50,000,000 | |
Offering Costs Policy | ||
Offering costs | $ 28,282,000 | $ 28,282,309 |
Underwriting discounts | 27,500,000 | |
Deferred offering cost | 17,500,000 | $ 17,500,000 |
Professional, filing, regulatory and other costs | $ 782,000 | |
Class A Common Stock | ||
Redeemable Common Stock Policy | ||
Temporary equity outstanding | 47,877,332 | |
Redemption limitation, minimum net tangible assets | $ 5,000,001 | |
Class A Common Stock | Common stock | ||
Redeemable Common Stock Policy | ||
Shares issued with redemption feature | 50,000,000 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details 4) | Mar. 31, 2016USD ($) |
Income Taxes Policy | |
No unrecognized tax benefits | $ 0 |
No interest and penaltized accrued | $ 0 |
Public Offering (Details)
Public Offering (Details) | Feb. 29, 2016USD ($)item$ / sharesshares | Mar. 31, 2016USD ($) |
Gross proceeds | $ 500,000,000 | $ 500,000,000 |
Payment Of Underwriting Discounts | 10,000,000 | $ 10,000,000 |
Percentage of Deferred Discount To Underwriters | 3.50% | |
Deferred Underwriting Commission | $ 17,500,000 | $ 17,500,000 |
Warrants | ||
Period after which warrants become exercisable after completion of initial business combination | 30 days | |
Period form the closing of public offering warrants become exercisable | 12 months | |
Expiration period after completion of initial business combination | 5 years | |
Redemption Price per warrant | $ / shares | $ 0.01 | |
Minimum period of prior written notice of redemption of warrants | 30 days | |
Class A Units | ||
Gross proceeds | $ 500,000,000 | |
Number of fractional shares issued upon separation of the Units | shares | 0 | |
Class A Units | Warrants | ||
Number of warrant per unit | shares | 0.333 | |
Number of shares issuable for each warrant | shares | 1 | |
Public Offering | ||
Percentage of underwriting discount | 2.00% | |
Payment Of Underwriting Discounts | $ 10,000,000 | |
Percentage of Deferred Discount To Underwriters | 3.50% | |
Deferred Underwriting Commission | $ 17,500,000 | |
Public Offering | Class A Units | ||
Units issued | shares | 50,000,000 | |
Price per unit | $ / shares | $ 10 | |
Over-Allotment Option | Class A Units | ||
Units issued | shares | 5,000,000 | |
Class A Common Stock | Warrants | ||
Price per share | $ / shares | $ 11.50 | |
Minimum price per share required for redemption of warrants | $ / shares | $ 18 | |
Warrants redemption covenant, threshold trading days | item | 20 | |
Warrants redemption covenant, threshold consecutive trading days | 30 days | |
Class A Common Stock | Class A Units | ||
Number of share of common stock per unit | item | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | Apr. 08, 2016shares | Feb. 29, 2016USD ($)$ / sharesshares | Feb. 24, 2016shares | Feb. 23, 2016USD ($) | Nov. 10, 2015USD ($) | Nov. 06, 2015USD ($)$ / sharesshares | Feb. 29, 2016USD ($)$ / sharesshares | Mar. 31, 2016USD ($)item$ / sharesshares | Dec. 31, 2015$ / shares |
Private Placement Warrants | |||||||||
Proceeds from sale of Private Placement Warrants | $ 12,000,000 | ||||||||
Proceeds from Issuance Initial Public Offering | $ 500,000,000 | $ 500,000,000 | |||||||
Redemption Covenant Initial Business Combination Period | 24 months | ||||||||
Related Party Loans | |||||||||
Note amount borrowed | $ 150,000 | ||||||||
Repayment of note | 300,000 | $ 300,000 | |||||||
Private Placement Warrants | |||||||||
Private Placement Warrants | |||||||||
Proceeds from sale of Private Placement Warrants | $ 12,000,000 | ||||||||
Number of shares each warrant is exercisable for | shares | 1 | 1 | |||||||
Price per share | $ / shares | $ 11.50 | $ 11.50 | |||||||
Redemption Covenant Initial Business Combination Period | 24 months | ||||||||
Class B common stock | |||||||||
Founder Shares | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Stock dividend per share | shares | 0.125 | ||||||||
Class A Common Stock | |||||||||
Founder Shares | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Private Placement Warrants | |||||||||
Redemption Covenant Initial Business Combination Period | 24 months | ||||||||
Class A Common Stock | Common stock | |||||||||
Founder Shares | |||||||||
Shares issued with redemption feature | shares | 50,000,000 | ||||||||
Initial Stockholders | |||||||||
Founder Shares | |||||||||
Holding period of founder shares | 1 year | ||||||||
Initial Stockholders | Common stock | |||||||||
Founder Shares | |||||||||
Percentage of shares held by related party | shares | 20 | ||||||||
Initial Stockholders | Class B common stock | |||||||||
Founder Shares | |||||||||
Shares owned by related party | shares | 12,500,000 | 12,937,500 | |||||||
Initial Stockholders | Class A Common Stock | |||||||||
Founder Shares | |||||||||
Threshold stock price to be transferred | $ / shares | $ 12 | ||||||||
Threshold trading days to allow transfer of founder shares | item | 20 | ||||||||
Threshold consecutive trading days to allow transfer of founder shares | 30 days | ||||||||
Minimum period after initial business combination to allow transfer of founders shares | 150 days | ||||||||
Silver Run Sponsor, LLC, Related Party | |||||||||
Related Party Loans | |||||||||
Maximum borrowing capacity | $ 300,000 | ||||||||
Note amount borrowed | $ 150,000 | $ 150,000 | |||||||
Repayment of note | $ 300,000 | ||||||||
Silver Run Sponsor, LLC, Related Party | Private Placement Warrants | |||||||||
Private Placement Warrants | |||||||||
Warrants issued | shares | 8,000,000 | 8,000,000 | |||||||
Warrant price | $ / shares | $ 1.50 | $ 1.50 | |||||||
Proceeds from sale of Private Placement Warrants | $ 12,000,000 | ||||||||
Holding period of private placement warrants | 30 days | ||||||||
Silver Run Sponsor, LLC, Related Party | Class B common stock | |||||||||
Founder Shares | |||||||||
Shares issued with redemption feature | shares | 11,500,000 | ||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||
Share Price | $ / shares | $ 0.002 | ||||||||
Shares forfeited by related party | shares | 437,500 | ||||||||
Directors | Sponsor | |||||||||
Founder Shares | |||||||||
Founder shares transferred | shares | 40,000 | ||||||||
Affiliate of Sponsor | Administrative Support Agreement | |||||||||
Administrative Support Agreement | |||||||||
Monthly service fees | $ 10,000 | ||||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 |
Investment Held in Trust Acco25
Investment Held in Trust Account (Details) - USD ($) | Feb. 29, 2016 | Mar. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Proceeds from public offering | $ 500,000,000 | $ 500,000,000 |
Payment of underwriting discounts | $ 10,000,000 | 10,000,000 |
Amount withheld from offering proceeds to fund future expenses | 2,000,000 | |
Fair value of money market instruments held in trust | 500,062,592 | |
US Treasury Securities | Assets Held In Trust | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Proceeds from public offering | 500,000,000 | |
Proceeds from issuance of private placement warrants | 12,000,000 | |
Fair value of money market instruments held in trust | $ 500,062,592 |
Deferred Underwriting Commiss26
Deferred Underwriting Commission (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Feb. 29, 2016 | |
Deferred Underwriting Commission. | ||
Percentage of deferred discount | 3.50% | |
Deferred Underwriting Commission | $ 17,500,000 | $ 17,500,000 |
Amount of deferred discount payable if business combination is not completed | $ 0 | |
Redemption Covenant Initial Business Combination Period | 24 months |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Apr. 08, 2016shares | Mar. 31, 2016itemshares | Feb. 24, 2016shares | Dec. 31, 2015shares |
Number of votes | item | 1 | |||
Shares subject to redemption | 50,000,000 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock | Initial Stockholders | ||||
Percentage of shares held by related party | 20 | |||
Class A Common Stock | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Total equity | 50,000,000 | |||
Shares subject to redemption | 47,877,332 | |||
Common stock, shares issued | 2,122,668 | 0 | ||
Common stock, shares outstanding | 2,122,668 | 0 | ||
Class A Common Stock | Common stock | ||||
Common stock, shares issued | 2,122,668 | |||
Class B common stock | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, shares issued | 12,937,500 | 11,500,000 | ||
Common stock, shares outstanding | 12,937,500 | 11,500,000 | ||
Class B common stock | Initial Stockholders | ||||
Shares owned by related party | 12,500,000 | 12,937,500 | ||
Class B common stock | Silver Run Sponsor, LLC, Related Party | ||||
Shares forfeited by related party | 437,500 | |||
Class B common stock | Common stock | ||||
Common stock, shares issued | 12,937,500 | 11,500,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Mar. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | $ 500,062,592 |
US Treasury Securities | Assets Held In Trust | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 500,062,592 |
Recurring | US Treasury Securities | Assets Held In Trust | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 500,062,592 |
Recurring | Level 1 | US Treasury Securities | Assets Held In Trust | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | $ 500,062,592 |