Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SCACU | |
Entity Registrant Name | Saban Capital Acquisition Corp. | |
Entity Central Index Key | 1,671,854 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Class F Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 628,052 | $ 787,889 |
Prepaid expenses | 136,085 | 163,274 |
Total current Assets | 764,137 | 951,163 |
Investments held in Trust Account | 250,306,920 | 250,095,953 |
Total Assets | 251,071,057 | 251,047,116 |
Current Liabilities: | ||
Accrued expenses | 117,473 | 81,738 |
Due to related party | 4,600 | 4,849 |
Total current liabilities | 122,073 | 86,587 |
Deferred underwriting compensation | 8,750,000 | 8,750,000 |
Total Liabilities | 8,872,073 | 8,836,587 |
Class A ordinary shares subject to possible redemptions; 23,719,898 shares and 23,721,053 shares at March 31, 2017 and December 31, 2016 respectively | 237,198,983 | 237,210,528 |
Shareholders' equity: | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding | ||
Additional paid-in capital | 5,272,445 | 5,260,901 |
Accumulated deficit | (273,197) | (261,653) |
Total Shareholders' equity | 5,000,001 | 5,000,001 |
Total liabilities and shareholders' equity | 251,071,057 | 251,047,116 |
Class A Ordinary Shares [Member] | ||
Shareholders' equity: | ||
Ordinary shares value | 128 | 128 |
Total Shareholders' equity | 128 | 128 |
Class F Ordinary Shares [Member] | ||
Shareholders' equity: | ||
Ordinary shares value | 625 | 625 |
Total Shareholders' equity | $ 625 | $ 625 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Class A ordinary shares subject to possible redemption, shares | 23,719,898 | 23,721,053 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 5,000,000 | 5,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Class A ordinary shares subject to possible redemption, shares | 23,719,898 | |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 | 500,000,000 |
Ordinary shares, issued | 1,280,102 | 1,278,947 |
Ordinary shares, outstanding | 1,280,102 | 1,278,947 |
Class F Ordinary Shares [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 6,250,000 | 6,250,000 |
Ordinary shares, outstanding | 6,250,000 | 6,250,000 |
Statement of Operations
Statement of Operations | 3 Months Ended |
Mar. 31, 2017USD ($)$ / shares | |
Revenue | |
Interest Income | $ 210,968 |
Total Revenue | 210,968 |
Professional fees and other expenses | 222,512 |
Net loss attributable to ordinary shares | (11,544) |
Class A Ordinary Shares [Member] | |
Revenue | |
Interest Income | 210,968 |
Professional fees and other expenses | 178,010 |
Net loss attributable to ordinary shares | $ 32,958 |
Ordinary shares - basic and diluted | $ / shares | $ 0 |
Class F Ordinary Shares [Member] | |
Revenue | |
Professional fees and other expenses | $ 44,502 |
Net loss attributable to ordinary shares | $ (44,502) |
Ordinary shares - basic and diluted | $ / shares | $ (0.01) |
Statement of Shareholders' Equi
Statement of Shareholders' Equity - USD ($) | Total | Class A Ordinary Shares [Member] | Class F Ordinary Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance, value at Dec. 31, 2015 | $ 0 | ||||
Balance, shares at Dec. 31, 2015 | 0 | ||||
Sale of Class F ordinary shares on April 11, 2016 to Sponsor at $0.004 per share, value | $ 25,000 | $ 575 | $ 24,425 | ||
Sale of Class F ordinary shares on April 11, 2016 to Sponsor at $0.004 per share, shares | 5,750,000 | ||||
Capitalization of Class F ordinary shares on September 15, 2016, value | $ 50 | (50) | |||
Capitalization of Class F ordinary shares on September 15, 2016, shares | 500,000 | ||||
Proceeds from initial public offering of Units on September 21, 2016 at $10.00 per Unit, value | 250,000,000 | $ 2,500 | 249,997,500 | ||
Proceeds from initial public offering of Units on September 21, 2016 at $10.00 per Unit, shares | 25,000,000 | ||||
Sale of 7,000,000 Private Placement Warrants to Sponsor on September 15, 2016 at $1.00 per Private Placement Warrant | 7,000,000 | 7,000,000 | |||
Underwriters discounts | (5,000,000) | (5,000,000) | |||
Offering costs charged to additional paid-in capital | (802,818) | (802,818) | |||
Deferred underwriting compensation | (8,750,000) | (8,750,000) | |||
Class A ordinary shares subject to possible redemption; 23,721,053 shares at a redemption value of $10.00 per share, value | (237,374,260) | $ (2,374) | (237,371,886) | ||
Class A ordinary shares subject to possible redemption; 23,721,053 shares at a redemption value of $10.00 per share, shares | (23,737,426) | ||||
Change in Shares Subject to Possible Redemption | 163,732 | $ 2 | 163,730 | ||
Change in Shares Subject to Possible Redemption, shares | 16,373 | ||||
Net loss attributable to ordinary shares | (261,653) | $ (261,653) | |||
Balance, value at Dec. 31, 2016 | 5,000,001 | $ 128 | $ 625 | 5,260,901 | (261,653) |
Balance, shares at Dec. 31, 2016 | 1,278,947 | 6,250,000 | |||
Change in Shares Subject to Possible Redemption | 11,544 | 11,544 | |||
Change in Shares Subject to Possible Redemption, shares | 1,155 | ||||
Net loss attributable to ordinary shares | (11,544) | $ 32,958 | $ (44,502) | (11,544) | |
Balance, value at Mar. 31, 2017 | $ 5,000,001 | $ 128 | $ 625 | $ 5,272,445 | $ (273,197) |
Balance, shares at Mar. 31, 2017 | 1,280,102 | 6,250,000 |
Statement of Shareholders' Equ6
Statement of Shareholders' Equity (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Sale of Private Placement warrants, number of warrants | 7,000,000 | |
Sale of Private Placement warrants, price per warrant | $ 1 | $ 1 |
Class A ordinary shares subject to possible redemption, shares | 23,719,898 | 23,721,053 |
Class A ordinary shares subject to possible redemption, redemption value per share | $ 10 | $ 10 |
IPO [Member] | ||
Sale of shares, price per share | 10 | |
Sponsor [Member] | ||
Sale of shares, price per share | $ 0.004 |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Cash flows from operating activities: | |
Net loss attributable to ordinary shares | $ (11,544) |
Changes in operating assets and liabilities | |
Prepaid expenses | 27,189 |
Accrued expenses | 35,735 |
Interest on Investments Held in Trust Account | (210,968) |
Net cash used by operating activities | (159,588) |
Cash flows from financing activities: | |
Due to related party | (249) |
Net cash provided by financing activities | (249) |
Net decrease in cash | (159,837) |
Cash at beginning of period | 787,889 |
Cash at end of period | $ 628,052 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General: Saban Capital Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 15, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “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 Saban Sponsor LLC, a Delaware limited liability company (the “Sponsor”). At March 31, 2017, the Company had not commenced any significant operations. All activity for the period from March 15, 2016 (“Inception”) through March 31, 2017 relates to the Company’s formation and activities related to the initial public offering of units, each consisting of one of the Company’s Class A ordinary shares and one half of one warrant where each whole warrant entitles the holder to purchase one Class A ordinary share (the “Public Offering”). The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company will generate non-operating Cash Cash consisted of cash held at one U.S. financial institution, and is subject to credit risk to the extent that the balance exceeds federal deposit insurance limits. Financing: The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 15, 2016. The Public Offering closed on September 21, 2016 (the “Close Date”). The Company’s Sponsor purchased an aggregate of 7,000,000 warrants at a purchase price of $1.00 per warrant, or $7,000,000 in the aggregate, in a private placement at the Close Date (the “Private Placement”). The warrants are included in additional paid-in The Company intends to finance a Business Combination with a portion of proceeds from its $250,000,000 Public Offering and $7,000,000 Private Placement (see Note 3). At the Close Date, proceeds from the Public Offering of $250,000,000, net of underwriting discounts of $5,000,000, and $5,000,000 of the Private Placement proceeds, were deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as described below. The Trust Account: As of September 21, 2016, the net proceeds from the Public Offering and a portion of the Private Placement Proceeds were deposited in the Trust Account. The Trust Account may be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 3a-1 2a-7. Funds will remain in the Trust Account except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares (as defined below) properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance and timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete its Business Combination within 24 months from the closing of this offering, or (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the closing of this offering, subject to applicable law. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. 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 a Business Combination with (or acquisition of) a Target Business. As used herein, the “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account, net of any deferred underwriting commissions and taxes payable on interest earned, at the time of the Company signing a definitive agreement to proceed with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the 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 Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder 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 but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders 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 shareholder approval, unless a vote is required by NASDAQ rules. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the 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 Business Combination, and instead may search for an alternate Business Combination. If the Company holds a shareholder vote or there is a tender offer for its Public Shares in connection with a Business Combination, a public shareholder 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 Business Combination, including interest but less taxes payable. As a result, such Public Shares are recorded at their redemption amount and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) except for the portion of Public Shares required to maintain net tangible assets at least $5,000,001. That portion of Public Shares is classified as permanent shareholder’s equity. The Company has 24 months after the Close Date to complete a Business Combination. If the Company does not complete a Business Combination within this time period, 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, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest, net of taxes payable (less up to $50,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the public shareholders’ rights as owners of Class A ordinary shares (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders (as defined below) have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within 24 months after the Close Date. However, if the Initial Shareholders acquire Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within 24 months after the Close Date. If the Company fails to complete a Business Combination within 24 months after the Close Date, the resulting redemption of the Company’s Class A ordinary shares will reduce the book value per share for the Founder Shares held by the Initial Shareholders, who would be the only remaining shareholders after such a redemption. If the Company completes a Business Combination within 24 months after the Close Date, the funds in the Trust Account will be used to pay for the Business Combination, redemptions of Class A ordinary shares, if any, the deferred underwriting commission of $8,750,000 and accrued expenses related to the Business Combination. Any funds remaining will be made available to the Company to provide working capital to finance the Company’s business operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation: The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“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 Company’s financial position at March 31, 2017 and the results of operations and cash flows for the period presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for the full year or any future periods. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K 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 Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions 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 values of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented on the balance sheet. Redeemable Ordinary Shares: All 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature as discussed in Note 1. 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 Class A ordinary shares in an amount that would cause its net tangible assets to fall below $5,000,001. Accordingly, at March 31, 2017, 23,719,898 of the Company’s 25,000,000 Class A ordinary shares were classified outside of permanent equity at their redemption value. Net Loss per Ordinary Share: The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class F ordinary shares. The Company’s public shareholders have the opportunity to redeem their shares upon the completion of the Business Combination at a per share price that is equal to the aggregate amount then on deposit in the Trust Account including interest, divided by the number of then outstanding public shares, subject to certain limitations. Accordingly, the Company uses the two-class two-class Three Months Ended Class A Class F Revenue: Interest income $ 210,968 Operating expenses: Professional fees and other expenses $ 178,010 $ 44,502 Numerator: Allocation of net loss $ 32,958 $ (44,502 ) Denominator: Weighted-average shares outstanding 25,000,000 6,250,000 Basic and diluted net loss per share $ 0.00 $ (0.01 ) Use of Estimates: The preparation of the Company’s balance sheet 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs: The Company complies with the requirements of ASC 340-10-S99-1 paid-in Income Taxes: The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred 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. 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 Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, the Company has applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2011 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares or other obligations of us or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to the Company shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Consequently, income taxes have not been reflected in the Financial Statements. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Recent Accounting Pronouncements: Management does not believe that any 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, 2017 | |
Text Block [Abstract] | |
Public Offering | Note 3—Public Offering In its Public Offering, the Company sold 25,000,000 units at a price of $10.00 per unit (the “Units”). Each unit consists of one of the Company’s Class A ordinary shares, $0.0001 par value per share (each, a “Public Share”), and one half of one warrant (“Warrant”). Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Warrants may be exercised only for a whole number of Class A ordinary shares; no fractional shares will be issued upon exercise of the Warrants. Each Warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months after the Close Date, and will expire after the earlier of five years after the completion of the initial Business Combination, or upon redemption or liquidation. Alternatively, if the Company does not complete a Business Combination within 24 months after the Close Date, the Warrants will expire worthless at the end of such period. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of Warrants issued in connection with the 25,000,000 Units during the exercise period, the Warrants will expire worthless, except to the extent that they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 (subject to adjustments) per share for any 20 trading days within the 30-trading The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $5,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, payable upon the Company’s completion of a 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 a 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. The Deferred Discount is recorded as deferred underwriter compensation at the Company’s balance sheet. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On April 11, 2016, the Company’s Sponsor purchased 5,750,000 Class F ordinary shares (“Founder Shares”) for $25,000, or approximately $0.004 per share. In August 2016, the Company repurchased 99,000 Founder Shares from the Sponsor at their original per share issuance price and subsequently issued such number of Founder Shares pursuant to The 2016 Share Award Plan of the Company for the same per share price to certain individuals who will assist in the evaluation of investment opportunities. In September 2016, the Company’s Sponsor transferred 30,000 Founder Shares to each of the Company’s independent director nominees at their original per share issue price (together with the Sponsor and the other individuals that received founder shares, the “Initial Shareholders”). On September 15, 2016, the Company effected a pro rata share capitalization resulting in an increase in the total number of Founder Shares outstanding from 5,750,000 to 6,250,000 in order to maintain the ownership of Founder Shares by the Initial Shareholders at 20% of the Company’s issued and outstanding shares upon consummation of the Public Offering. Following the Public Offering and the pro rata share capitalization, the Sponsor held 6,044,570 Founder Shares, each of the Company’s three independent directors owned 32,610 Founder Shares, and the other individuals, including the Company’s executive officers, held 107,600 Founder Shares. On March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from the Company’s board of directors, the Company acquired 25,110 Founders Shares from Mr. Rosenblum and concurrent therewith, in connection with Mr. Casey Wasserman’s appointment to the board of directors, the Company re-issued Private Placement Warrants Simultaneously with the consummation of the Public Offering, the Sponsor purchased 7,000,000 warrants at a price of $1.00 per warrant, or $7,000,000 in the aggregate, in a Private Placement (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share for $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were placed in the Trust Account. The Private Placement Warrants may not be redeemed by the Company so long as they are held by the Sponsor. If any Private Placement Warrants are held by holders other than the Sponsor or certain permitted transferees, such Private Placement Warrants will be redeemable and exercisable by the holders on the same basis as the Warrants included in the Units sold under the Public Offering. The Sponsor has the option to exercise the Private Placement Warrants on a cashless basis. If the Company does not complete a Business Combination within 24 months after the Close Date, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Registration Rights Holders of the Founder Shares and Private Placement Warrants, have registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands that the Company register the Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and Class F ordinary shares. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed by the Company subsequent to its completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Notes Between Inception and the Close Date, the Sponsor loaned the Company $250,000 in unsecured promissory notes. The funds were used to pay up-front non-interest Due to Related Party Saban Capital Group, Inc. is an affiliate of the Sponsor which advanced various costs on behalf of the Company. Total related party advances amounted to $6,013 for the period January 1, 2017 through March 31, 2017 and were reported as general and administrative expenses. As of March 31, 2017, the amount due to related party was $4,600. Administrative Service Agreement Effective September 15, 2016, the Company entered into an agreement to pay monthly expenses of $10,000 for office space, administrative services and support services to an affiliate of the Company’s Sponsor. The agreement terminates upon the earlier of the completion of a Business Combination or the liquidation of the Company. For the period from January 1, 2017 to March 31, 2017, the Company incurred expenses of $30,000 under this agreement. Other Related Party Transactions The Company’s Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket The Company’s audit committee will review on a quarterly basis all payments that were made to its Sponsor, officers, directors or the Company’s or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company complete a Business Combination, it would repay such loaned amounts. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,000,000 of such loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. The Company is not prohibited from pursuing a Business Combination with a company that is affiliated with its Sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with its Sponsor, officers or directors. In the event the Company seeks to complete a Business Combination with a target that is affiliated with its Sponsor, officers or directors, the Company, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, that such an initial Business Combination is fair to the Company from a financial point of view. The Company is not required to obtain an opinion with respect to the fairness of the Business Combination in any other context. After the Business Combination, directors or members of the Company’s management team who remain with the Company may be paid consulting, management or other compensation from the combined company. All of this compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to the Company’s shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to the Company’s executive officers after the completion of its initial business combination will be determined by a compensation committee constituted solely by independent directors. |
Investments Held in Trust
Investments Held in Trust | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Investments Held in Trust | Note 5—Investments Held in Trust Gross proceeds of $250,000,000 and $5,000,000 from the Public Offering and Private Placement, respectively, less underwriting discounts of $5,000,000 were placed in the Trust Account at the Close Date. At March 31, 2017, funds in the Trust Account totaled $250,306,920 and were held in money market funds. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Underwriting Compensation | Note 6—Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, to the underwriters upon the Company’s completion of a 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 a Business Combination is not completed within 24 months after the Close Date. |
Shareholder's Equity
Shareholder's Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Shareholder's Equity | Note 7—Shareholder’s Equity Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary shares are entitled to one vote for each held on all matters to be voted on by shareholders. At March 31, 2017, there were 25,000,000 Class A ordinary shares issued and outstanding (Public Shares), of which 23,719,898 shares were subject to possible redemption and are classified outside of shareholders’ equity on the balance sheet. Class F Ordinary Shares The Company is authorized to issue 20,000,000 Class F ordinary shares. Holders of the Company’s Class F ordinary shares are entitled to one vote for each ordinary share. Class F ordinary shares are automatically converted to Class A common shares on a one-for-one Preferred Shares The Company is authorized to issue 5,000,000 preferred shares. The Company’s board of directors has the authority to determine the voting rights, if any, designations, powers, preferences, and the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the preferred shares of each series. The board of directors may, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of Public Shares, and which could have anti-takeover effects. At March 31, 2017, there were no preferred shares issued or outstanding. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 8—Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, 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. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e. the exit price) in an orderly transaction between market participants at the measurement date. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2017, 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 utilized quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize date 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. Description March 31, 2017 Quoted Prices significant Significant Investments and cash held in Trust Account $ 250,306,920 $ 250,306,920 — — Total $ 250,306,920 $ 250,306,920 — — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events Subsequent Events: Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no other items which require adjustment or disclosure. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“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 Company’s financial position at March 31, 2017 and the results of operations and cash flows for the period presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for the full year or any future periods. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K |
Emerging Growth Company | 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 |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions 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 values of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented on the balance sheet. |
Redeemable Ordinary Shares | Redeemable Ordinary Shares: All 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature as discussed in Note 1. 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 Class A ordinary shares in an amount that would cause its net tangible assets to fall below $5,000,001. Accordingly, at March 31, 2017, 23,719,898 of the Company’s 25,000,000 Class A ordinary shares were classified outside of permanent equity at their redemption value. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share: The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class F ordinary shares. The Company’s public shareholders have the opportunity to redeem their shares upon the completion of the Business Combination at a per share price that is equal to the aggregate amount then on deposit in the Trust Account including interest, divided by the number of then outstanding public shares, subject to certain limitations. Accordingly, the Company uses the two-class two-class Three Months Ended Class A Class F Revenue: Interest income $ 210,968 Operating expenses: Professional fees and other expenses $ 178,010 $ 44,502 Numerator: Allocation of net loss $ 32,958 $ (44,502 ) Denominator: Weighted-average shares outstanding 25,000,000 6,250,000 Basic and diluted net loss per share $ 0.00 $ (0.01 ) |
Use of Estimates | Use of Estimates: The preparation of the Company’s balance sheet 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs: The Company complies with the requirements of ASC 340-10-S99-1 paid-in |
Income Taxes | Income Taxes: The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred 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. 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 Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, the Company has applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2011 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares or other obligations of us or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to the Company shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. Consequently, income taxes have not been reflected in the Financial Statements. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Reconciliation of Numerators and Denominators Used to Compute Basic and Diluted Net Loss Per Share | The table below presents for the periods indicated a reconciliation of the numerators and denominators used to compute basic and diluted net loss per share for each class of the ordinary shares: Three Months Ended Class A Class F Revenue: Interest income $ 210,968 Operating expenses: Professional fees and other expenses $ 178,010 $ 44,502 Numerator: Allocation of net loss $ 32,958 $ (44,502 ) Denominator: Weighted-average shares outstanding 25,000,000 6,250,000 Basic and diluted net loss per share $ 0.00 $ (0.01 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2017, 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 utilized quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize date 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. Description March 31, 2017 Quoted Prices significant Significant Investments and cash held in Trust Account $ 250,306,920 $ 250,306,920 — — Total $ 250,306,920 $ 250,306,920 — — |
Description of Organization a20
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Sep. 21, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Organization And Business Operations [Line Items] | ||||
Sale of Private Placement warrants, price per warrant | $ 1 | $ 1 | $ 1 | |
Proceeds from initial public offering | $ 250,000,000 | |||
Proceeds from private placement | 7,000,000 | |||
Payment of underwriters discounts | $ 5,000,000 | $ 5,000,000 | ||
Percentage of public shares required to repurchase if business combination is not completed within specified period | 100.00% | |||
Period from closing of public offering to complete business combination | 24 months | |||
Percentage of fair market value to that of balance in the trust account | 80.00% | |||
Minimum net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Deferred underwriting commission | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 | |
Class A Ordinary Shares [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Warrants outstanding | 19,500,000 | 19,500,000 | ||
Class A Ordinary Shares [Member] | IPO [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Number of shares in each unit | 1 | 1 | ||
Number of warrants in each unit | 0.5 | 0.5 | ||
Maximum [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Net interest to pay dissolution expenses | $ 50,000 | |||
Sponsor [Member] | Private Placement [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Warrants outstanding | 7,000,000 | 7,000,000 | 7,000,000 | |
Sale of Private Placement warrants, price per warrant | $ 1 | $ 1 | $ 1 | |
Proceeds from sale of Private Placement Warrants to Sponsor | $ 7,000,000 | $ 7,000,000 | ||
Continental Stock Transfer and Trust Company [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Proceeds from private placement | $ 5,000,000 | |||
U.S. Government Treasury Bills [Member] | Maximum [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Debt instrument, maturity period | 180 days |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017USD ($)Class_of_Stockshares | Dec. 31, 2016USD ($)shares | |
Summary Of Significant Accounting Policy [Line Items] | ||
Federal depository insurance coverage | $ 250,000 | |
Shares subject to possible redemption | shares | 23,719,898 | 23,721,053 |
Minimum net tangible assets | $ 5,000,001 | |
Number of classes of ordinary shares | Class_of_Stock | 2 | |
Offering costs | $ 802,818 | |
Income tax expense | $ 0 | |
Cayman Islands [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Income tax holiday term | 20 years | |
Income taxes payable | $ 0 | |
IPO [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Offering costs | 802,818 | |
Underwriter discounts | $ 13,750,000 | |
Class A Ordinary Shares [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Common stock shares issued | shares | 25,000,000 | |
Shares subject to possible redemption | shares | 23,719,898 | |
Warrants to purchase Class A ordinary shares outstanding | shares | 19,500,000 | |
Class A Ordinary Shares [Member] | IPO [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Common stock shares issued | shares | 25,000,000 | |
Shares subject to possible redemption | shares | 23,719,898 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Reconciliation of Numerators and Denominators Used to Compute Basic and Diluted Net Loss Per Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Revenue: | ||
Interest Income | $ 210,968 | |
Operating expenses: | ||
Professional fees and other expenses | 222,512 | |
Numerator: | ||
Net loss attributable to ordinary shares | (11,544) | $ (261,653) |
Class A Ordinary Shares [Member] | ||
Revenue: | ||
Interest Income | 210,968 | |
Operating expenses: | ||
Professional fees and other expenses | 178,010 | |
Numerator: | ||
Net loss attributable to ordinary shares | $ 32,958 | |
Denominator: | ||
Weighted-average shares outstanding | 25,000,000 | |
Basic and diluted net loss per share | $ 0 | |
Class F Ordinary Shares [Member] | ||
Operating expenses: | ||
Professional fees and other expenses | $ 44,502 | |
Numerator: | ||
Net loss attributable to ordinary shares | $ (44,502) | |
Denominator: | ||
Weighted-average shares outstanding | 6,250,000 | |
Basic and diluted net loss per share | $ (0.01) |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Sep. 21, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Percentage of underwriting commission on gross proceeds | 2.00% | |||
Payment of underwriters discounts | $ 5,000,000 | $ 5,000,000 | ||
Additional fee payable on gross proceed | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 | |
Percentage of additional fee payable on gross proceed | 3.50% | |||
Class A Ordinary Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of units | 25,000,000 | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Share unit price per share | $ 10 | |||
IPO [Member] | Class A Ordinary Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of units | 25,000,000 | |||
Share unit price per share | $ 10 | $ 10 | ||
Number of shares in each unit | 1 | 1 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
Number of warrants in each unit | 0.5 | 0.5 | ||
Warrant exercise price per share | $ 11.50 | $ 11.50 | ||
Warrant exercisable, term | 30 days | |||
Warrant expiration, term | 5 years | |||
Period from closing of Public Offering for exercise of warrants | 12 months | |||
Period from closing of public offering that warrants will expire if initial business combination is not complete | 24 months | |||
Warrant redemption price per share | $ 0.01 | $ 0.01 | ||
Warrant redemption stock price trigger | $ 18 | |||
Warrant redemption threshold trading days | 20 days | |||
Warrant redemption threshold consecutive trading days | 30 days | |||
Warrant registration period | 15 days | |||
IPO [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant redemption period | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 16, 2017shares | Sep. 21, 2016USD ($)$ / sharesshares | Sep. 15, 2016USD ($)shares | Apr. 11, 2016USD ($)$ / sharesshares | Sep. 30, 2016shares | Aug. 31, 2016shares | Mar. 31, 2017USD ($)Directors$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |||||||||
Stock issued during period, value, new issues | $ | $ 250,000,000 | ||||||||
Stock repurchased during period, shares | 99,000 | ||||||||
Founder shares transferred | 30,000 | ||||||||
Founder shares outstanding | 6,250,000 | ||||||||
Warrants price per share | $ / shares | $ 1 | $ 1 | $ 1 | ||||||
Period from closing of public offering to complete business combination | 24 months | ||||||||
Amount due to related party | $ | $ 4,600 | $ 4,600 | $ 4,849 | ||||||
Warrant [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loans convertible into warrants | $ | $ 1,000,000 | $ 1,000,000 | |||||||
Independent Directors [Member] | Founders Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares held | 32,610 | ||||||||
Number of directors | Directors | 3 | ||||||||
Bruce Rosenblum [Member] | Founders Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock repurchased during period, shares | 25,110 | ||||||||
Casey Wasserman [Member] | Founders Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued to director on appointment | 25,110 | ||||||||
Number of additional shares issued to director on appointment | 7,500 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 0.004 | ||||||||
Proceeds of notes payable from Sponsor | $ | $ 250,000 | ||||||||
Sponsor [Member] | Founders Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares held | 6,037,070 | 6,044,570 | |||||||
Sponsor [Member] | Private Placement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants outstanding | 7,000,000 | 7,000,000 | 7,000,000 | ||||||
Warrants price per share | $ / shares | $ 1 | $ 1 | $ 1 | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ | $ 7,000,000 | $ 7,000,000 | |||||||
Initial Stockholders [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of shares held by related party | 20.00% | ||||||||
Saban Capital Group, Inc. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total related party advances | $ | $ 6,013 | ||||||||
Amount due to related party | $ | $ 4,600 | 4,600 | |||||||
Affiliate of Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly expense for office space, administrative services and support services to an affiliate | $ | $ 10,000 | $ 30,000 | |||||||
Other Individuals Including Executive Officers [Member] | Founders Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares held | 107,600 | ||||||||
Class F Ordinary Shares [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued to director on appointment | 5,750,000 | ||||||||
Stock issued during period, value, new issues | $ | $ 25,000 | ||||||||
Shares issued, price per share | $ / shares | $ 0.004 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued to director on appointment | 25,000,000 | ||||||||
Stock issued during period, value, new issues | $ | $ 2,500 | ||||||||
Warrants outstanding | 19,500,000 | 19,500,000 | |||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares per warrant entitled for purchase | 1 | 1 | |||||||
Warrant exercise price per share | $ / shares | $ 11.50 | $ 11.50 |
Investments Held in Trust - Add
Investments Held in Trust - Additional Information (Detail) - USD ($) | Sep. 21, 2016 | Mar. 31, 2017 |
Cash and Cash Equivalents [Line Items] | ||
Gross proceeds from public offering | $ 250,000,000 | |
Gross proceeds from private placement | 7,000,000 | |
Payment of underwriters discounts | 5,000,000 | $ 5,000,000 |
Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Funds held in Trust Account | $ 250,306,920 | |
Continental Stock Transfer and Trust Company [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Gross proceeds from private placement | $ 5,000,000 |
Deferred Underwriting Compens26
Deferred Underwriting Compensation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred underwriting discount payable | 3.50% |
Deferred underwriting compensation | $ 8,750,000 |
Period from closing of public offering to complete business combination | 24 months |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Shares subject to possible redemption | 23,719,898 | 23,721,053 | |
Ordinary shares, outstanding | 0 | ||
Common stock conversion basis | Class F ordinary shares are automatically converted to Class A common shares on a one-for-one basis at the time of a Business Combination, subject to certain adjustments. | ||
Common stock conversion basis ratio | 100.00% | ||
Preferred shares, authorized | 5,000,000 | 5,000,000 | |
Preferred shares, issued | 0 | 0 | |
Preferred shares, outstanding | 0 | 0 | |
Class A Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | |
Ordinary shares, including shares subject to redemption, issued | 25,000,000 | ||
Ordinary shares, including shares subject to redemption, outstanding | 25,000,000 | ||
Shares subject to possible redemption | 23,719,898 | ||
Common stock voting rights | One vote for each held on all matters to be voted on by shareholders. | ||
Ordinary shares, issued | 1,280,102 | 1,278,947 | |
Ordinary shares, outstanding | 1,280,102 | 1,278,947 | |
Class F Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | |
Common stock voting rights | One vote for each ordinary share | ||
Ordinary shares, issued | 6,250,000 | 6,250,000 | |
Ordinary shares, outstanding | 6,250,000 | 6,250,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments and cash held in Trust Account | $ 250,306,920 | $ 250,095,953 |
Fair Value on Recurring Basis [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments and cash held in Trust Account | 250,306,920 | |
Total | 250,306,920 | |
Fair Value on Recurring Basis [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments and cash held in Trust Account | 250,306,920 | |
Total | $ 250,306,920 |