Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TPGH | |
Entity Registrant Name | TPG Pace Holdings Corp. | |
Entity Central Index Key | 1,698,991 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 45,000,000 | |
Class F ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,250,000 |
Condensed Balance Sheets (unaud
Condensed Balance Sheets (unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 146,162 | $ 372,073 |
Prepaid expenses | 151,900 | 134,722 |
Total current assets | 298,062 | 506,795 |
Investments held in Trust Account | 451,414,985 | 450,000,000 |
Total assets | 451,713,047 | 450,506,795 |
Current liabilities: | ||
Accrued offering costs, formation costs and other expenses | 237,257 | 157,390 |
Total current liabilities | 237,257 | 157,390 |
Deferred underwriting compensation | 15,750,000 | 15,750,000 |
Total liabilities | 15,987,257 | 15,907,390 |
Commitments and contingencies | ||
Class A ordinary shares subject to possible redemption; 43,072,578 and 42,959,940 shares at March 31, 2018 and December 31, 2017, respectively, at a redemption value of $10.00 per share | 430,725,780 | 429,599,400 |
Shareholders' equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Ordinary shares value | 193 | 204 |
Additional paid-in capital | 4,248,679 | 5,375,048 |
Retained earnings (accumulated deficit) | 750,013 | (376,372) |
Total shareholders' equity | 5,000,010 | 5,000,005 |
Total liabilities and shareholders' equity | 451,713,047 | 450,506,795 |
Class F ordinary shares | ||
Shareholders' equity: | ||
Ordinary shares value | 1,125 | 1,125 |
Total shareholders' equity | $ 1,125 | $ 1,125 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) (unaudited) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Ordinary shares redemption per share | $ 10 | |
Preferred shares par value | $ 0.0001 | $ 0.0001 |
Preferred shares authorized | 1,000,000 | 1,000,000 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares subject to possible redemption | 43,072,578 | 42,959,940 |
Ordinary shares redemption per share | $ 10 | $ 10 |
Ordinary shares par value | $ 0.0001 | |
Ordinary shares authorized | 200,000,000 | |
Ordinary shares issued | 1,927,422 | 2,040,060 |
Ordinary shares outstanding | 1,927,422 | 2,040,060 |
Class F ordinary shares | ||
Ordinary shares par value | $ 0.0001 | $ 0.0001 |
Ordinary shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares issued | 11,250,000 | 11,250,000 |
Ordinary shares outstanding | 11,250,000 | 11,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations (unaudited) - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2017 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Professional fees and other expenses | $ 79,538 | $ 288,600 |
Loss from operations | (79,538) | (288,600) |
Interest income | 6 | 1,414,985 |
Net income (loss) attributable to ordinary shares | $ (79,532) | $ 1,126,385 |
Net income (loss) per ordinary share: | ||
Basic and diluted | $ (0.01) | $ 0.02 |
Weighted average ordinary shares outstanding: | ||
Basic and diluted | 9,500,000 | 56,250,000 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Deficit) (unaudited) - USD ($) | Total | Preferred Shares | Additional Paid In Capital | Accumulated Deficit | Class A ordinary shares | Class F ordinary shares |
Balance at Feb. 13, 2017 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, Shares at Feb. 13, 2017 | 0 | 0 | 0 | |||
Sale of stock | 25,000 | $ 0 | 23,850 | 0 | $ 0 | $ 1,150 |
Sale of stock , Shares | 0 | 0 | 11,500,000 | |||
Net income (loss)attributable to ordinary shares | (79,532) | $ 0 | 0 | (79,532) | $ 0 | $ 0 |
Balance at Mar. 31, 2017 | (54,532) | $ 0 | 23,850 | (79,532) | $ 0 | $ 1,150 |
Balance, Shares at Mar. 31, 2017 | 0 | 0 | 11,500,000 | |||
Balance at Dec. 31, 2017 | 5,000,005 | $ 0 | 5,375,048 | (376,372) | $ 204 | $ 1,125 |
Balance, Shares at Dec. 31, 2017 | 2,040,060 | 11,250,000 | ||||
Change in shares subject to possible redemption | (1,126,380) | $ 0 | (1,126,369) | 0 | $ (11) | $ 0 |
Changes in shares subject to possible redemption, Shares | 0 | (112,638) | 0 | |||
Net income (loss)attributable to ordinary shares | 1,126,385 | 1,126,385 | ||||
Balance at Mar. 31, 2018 | $ 5,000,010 | $ 0 | $ 4,248,679 | $ 750,013 | $ 193 | $ 1,125 |
Balance, Shares at Mar. 31, 2018 | 1,927,422 | 11,250,000 |
Condensed Statements of Change6
Condensed Statements of Changes in Shareholders' Equity (unaudited) (Parenthetical) | Feb. 22, 2017$ / shares |
Class F ordinary shares | |
Shares issued, price per share | $ 0.002 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (unaudited) - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2017 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss)attributable to ordinary shares | $ (79,532) | $ 1,126,385 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (17,178) |
Accrued offering costs, formation costs and other expenses | 79,538 | 99,496 |
Interest on Investments held in Trust Account | 0 | (1,414,985) |
Net cash provided by (used in) operating activities | 6 | (206,282) |
Cash flows from financing activities: | ||
Proceeds of notes payable from Sponsor | 300,000 | 0 |
Payment of accrued offering costs | 0 | (19,629) |
Net cash provided by financing activities | 325,000 | (19,629) |
Net change in cash | 325,006 | (225,911) |
Cash at beginning of period | 0 | 372,073 |
Cash at end of period | 325,006 | 146,162 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting compensation | 0 | 15,750,000 |
Accrued offering costs | 199,343 | 101,172 |
Class F ordinary shares | ||
Cash flows from operating activities: | ||
Net income (loss)attributable to ordinary shares | 0 | |
Cash flows from financing activities: | ||
Proceeds from sale of Class F ordinary shares to Sponsor | $ 25,000 | $ 0 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General TPG Pace Holdings Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on February 14, 2017 (“Inception”). 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, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s sponsor is TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), which is an affiliate of TPG Global, LLC. All activity for the period from Inception to March 31, 2018 relates to the Company’s formation and the initial public offering of units, each consisting of one of the Company’s Class A ordinary shares and one-third of one warrant to purchase one Class A ordinary share (the “Public Offering”), and the identification and evaluation of prospective acquisition targets for a Business Combination. The Company will not generate operating revenues prior to the completion of the Business Combination and will generate non-operating income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end. Financing The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 27, 2017. The Public Offering closed on June 30, 2017 (the “Close Date”). The Sponsor purchased an aggregate of 7,333,333 warrants at a purchase price of $1.50 per warrant, or $11,000,000 in the aggregate, in a private placement on the Close Date (the “Private Placement”). The warrants are included in additional paid-in capital at the balance sheet. The Company intends to finance a Business Combination with proceeds from its $450,000,000 Public Offering (see Note 3) and $11,000,000 Private Placement (see Note 4). At the Close Date, proceeds of $450,000,000, net of underwriting discounts of $9,000,000 and funds designated for operational use of $2,000,000, 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 On January 2, 2018, funds held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively, “Permitted Investments”). Funds will remain in the Trust Account except for the withdrawal of interest to fund working capital requirements, subject to an annual limit of $750,000, and/or to pay taxes. The proceeds from the Public Offering will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any public shares properly submitted 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 the Business Combination within 24 months from the Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date and (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 Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date, subject to applicable law. Of the remaining proceeds of $2,000,000 held outside the Trust Account, $300,000 was used to repay the loan from the Sponsor, with the remainder available to pay offering costs, business, legal and accounting due diligence on prospective acquisitions, listing fees 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 Business Combination 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 (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each public shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to 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 earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements, subject to an annual limit of $750,000, and/or to pay taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commissions payable to underwriters. 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 under the law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A 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 after payment of the deferred underwriting commission. In such an instance, 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. The Company has 24 months from the Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date, to complete its Business Combination. If the Company does not complete a Business Combination within this 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 earned on the funds in the Trust Account and not previously released to the Company to fund its working capital requirements, subject to an annual limit of $750,000, and/or to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 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 Company’s Sponsor and four independent directors (collectively, “Initial Shareholders”) and the Company’s officers and directors 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 (as defined in Note 4) if the Company fails to complete the Business Combination within 24 months from the Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date. However, if the Initial Shareholders acquire public shares after the Close Date, 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 the allotted 24-month time period, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date. The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s public shares. If the Company fails to complete the Business Combination, the redemption of the Company’s public shares will reduce the book value of the shares held by the Initial Shareholders, who will be the only remaining shareholders after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its 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 earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements, subject to an annual limit of $750,000, and/or to pay taxes. As a result, such ordinary shares are recorded at their redemption amount and classified as temporary equity on the balance sheet, in accordance with ASC 480, “Distinguishing Liabilities from Equity.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed 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 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, 2018 and the results of operations and cash flows for the periods 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 condensed 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 for the year ended December 31, 2017 filed by the Company on February 14, 2018 with the SEC. 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 Securities Exchange Act of 1934, as amended) 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. Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents at March 31, 2018. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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 ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Redeemable Ordinary Shares All 45,000,000 Class A ordinary shares sold as part of the Units (as defined below) in the Public Offering contain a redemption feature as discussed above. 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, or total shareholders’ equity, to fall below $5,000,001. Accordingly, at March 31, 2018 and December 31, 2017, 43,072,578 and 42,959,940, respectively, of the Company’s 45,000,000 Class A ordinary shares were classified outside of permanent equity at their redemption value. Use of Estimates The preparation of 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 ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs of $1,299,223 in connection with the Public Offering. These costs, together with the underwriter discount and Deferred Discount (as defined below), totaling $24,750,000, were charged to additional paid-in capital upon completion of the Public Offering. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At March 31, 2018, the Company had outstanding warrants to purchase up to 22,333,333 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net loss per ordinary share since the exercise of the warrants is contingent upon the occurrence of future events. At March 31, 2018, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary 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 of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. 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, 2018 | |
Equity [Abstract] | |
Public Offering | 3. Public Offering In its Public Offering, the Company sold 45,000,000 units at a price of $10.00 per unit. Each unit consists of one Class A ordinary share of the Company at $0.0001 par value and one-third of one warrant (a “Unit”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share (a “Warrant”). Only whole Warrants may be exercised and no fractional Warrants will be issued upon separation of the Units and only whole Warrants may be traded. The Warrants will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the Close Date, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Alternatively, if the Company does not complete a Business Combination within 24 months after the Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date, the Warrants will expire 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 45,000,000 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 agreement governing the Warrants. 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 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. Additionally, 90 days after the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, for Class A ordinary shares at a price based on the redemption date and “fair market value” of the Company’s Class A ordinary shares 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 Class A ordinary shares equals or exceeds $10.00 per share on the trade date prior to the date on which the Company sends the notice of redemption to the Warrant holders. The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders. The Company has agreed to use its best efforts to file a registration statement for the Class A ordinary shares issuable upon exercise of the Warrants under the Securities Act as soon as practicable, but in no event later than 15 business days following the completion of a Business Combination. The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $9,000,000, 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 $15,750,000, 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 has been recorded as a deferred liability on the balance sheet at March 31, 2018 as management has deemed the consummation of a Business Combination to be probable. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On February 22, 2017, the Sponsor purchased an aggregate of 11,500,000 Company’s Class F ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.002 per share. Prior to the Sponsor’s initial investment in the Company of $25,000, the Company had no assets. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued by the Company. On June 19, 2017, the Sponsor transferred 40,000 Founder Shares to each of the Company’s five independent directors at their original purchase price. On August 14, 2017, the Sponsor forfeited 250,000 Founder Shares on the expiration of the underwriters’ over-allotment option. At March 31, 2018, the Initial Shareholders held, collectively, 11,250,000 Founder Shares. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that: • only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination • the Founder Shares are subject to certain transfer restrictions, as described in more detail below; • the Initial Shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. If the Company submits the Business Combination to the public shareholders for a vote, the Initial Shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any public shares purchased during or after the Public Offering in favor of the Business Combination; and • the Founder Shares are automatically convertible into Class A ordinary shares at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Additionally, the Initial Shareholders have agreed not to transfer, assign or sell any of their respective Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”). Private Placement Warrants On the Close Date, the Sponsor purchased from the Company an aggregate of 7,333,333 private placement warrants at a price of $1.50 per warrant, or approximately $11,000,000, in a private placement that occurred in the Private Placement (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was placed in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 24 months from the Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date, the proceeds from the sale of the Private Placement Warrants 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 are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the 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 that 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. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $750,000, and/or to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Related Party Note Payable Between Inception and the Close Date, the Company’s Sponsor loaned the Company $300,000 in unsecured promissory notes. The funds were used to pay up front expenses associated with the Public Offering. These notes were non-interest bearing and were repaid in full to the Sponsor at the Close Date. Administrative Services Agreement On June 30, 2017, the Company entered into an agreement to pay $20,000 a month for office space, administrative and support services to an affiliate of the Sponsor, and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. For the three months ended March 31, 2018, the Company incurred expenses of $60,000 under this agreement. Private Aircraft Travel The Company reimburses affiliates for reasonable travel related expenses incurred while conducting business on behalf of the Company, including the use of private aircraft. The Company did not incur any private aircraft expenses for either the three months ended March 31, 2018 or the period from Inception to March 31, 2017. Private aircraft services are provided by independent third parties, coordinated by an affiliate of the Company and billed to the Company at cost. |
Investments Held in Trust Accou
Investments Held in Trust Account | 3 Months Ended |
Mar. 31, 2018 | |
Assets Held In Trust [Abstract] | |
Investments Held in Trust Account | 5. Investments Held in Trust Account Gross proceeds of $450,000,000 and $11,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $9,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $300,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date. On January 2, 2018, all funds held in the Trust Account were invested in Permitted Investments, which are considered Level 1 investments under ASC 820. For the three months ended March 31, 2018, the Permitted Investments generated interest income of $1,414,985, all of which was reinvested in Permitted Investments. At March 31, 2018, the balance of funds held in the Trust Account was $451,414,985. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Underwriting Compensation [Abstract] | |
Deferred Underwriting Compensation | 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 $15,750,000, 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, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Shareholders’ Equity | 7. Shareholders’ Equity Class A Ordinary Shares The Company is currently authorized to issue 200,000,000 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 share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. At March 31, 2018, there were 45,000,000 Class A ordinary shares issued and outstanding, of which 43,072,578 shares were subject to possible redemption and are classified outside of shareholders’ equity at the balance sheet. Class F Ordinary Shares The Company is currently authorized to issue 20,000,000 Class F ordinary shares. At March 31, 2018, there were 11,250,000 Class F ordinary shares (Founder Shares) issued and outstanding. Preferred Shares The Company is authorized to issue 1,000,000 preferred shares. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without stockholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At March 31, 2018, there were no preferred shares issued or outstanding. Dividend Policy The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events Management has performed an evaluation of subsequent events through May 8, 2018, the date the unaudited interim condensed financial statements were issued, noting no subsequent events which require adjustment or disclosure. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed 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 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, 2018 and the results of operations and cash flows for the periods 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 condensed 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 for the year ended December 31, 2017 filed by the Company on February 14, 2018 with the SEC. |
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 Securities Exchange Act of 1934, as amended) 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. |
Cash | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents at March 31, 2018. |
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 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 ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Redeemable Ordinary Shares | Redeemable Ordinary Shares All 45,000,000 Class A ordinary shares sold as part of the Units (as defined below) in the Public Offering contain a redemption feature as discussed above. 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, or total shareholders’ equity, to fall below $5,000,001. Accordingly, at March 31, 2018 and December 31, 2017, 43,072,578 and 42,959,940, respectively, of the Company’s 45,000,000 Class A ordinary shares were classified outside of permanent equity at their redemption value. |
Use of Estimates | Use of Estimates The preparation of 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 ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs of $1,299,223 in connection with the Public Offering. These costs, together with the underwriter discount and Deferred Discount (as defined below), totaling $24,750,000, were charged to additional paid-in capital upon completion of the Public Offering. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At March 31, 2018, the Company had outstanding warrants to purchase up to 22,333,333 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net loss per ordinary share since the exercise of the warrants is contingent upon the occurrence of future events. At March 31, 2018, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. |
Income Taxes | Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary 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 of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. |
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. |
Organization and Business Ope17
Organization and Business Operations - Additional Information (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Incorporation date | Feb. 14, 2017 | ||
Proceeds from issuance of private placement | $ 11,000,000 | $ 11,000,000 | |
Public offering closing date | Jun. 30, 2017 | ||
Proceeds from issuance of public offering | 450,000,000 | $ 450,000,000 | |
Cash | 146,162 | $ 372,073 | |
Trust account interest withdrawal annual limit to fund working capital and tax payment | $ 750,000 | ||
Percentage obligation to redeem public shares | 100.00% | ||
Remaining proceeds held outside trust account | $ 2,000,000 | ||
Repayments on loans | 300,000 | ||
Minimum value of net tangible assets | $ 5,000,001 | ||
Trust account amount price per public share | $ 10 | ||
Business combination condition, description | The Company has 24 months from the Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date, to complete its Business Combination. If the Company does not complete a Business Combination within this 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 earned on the funds in the Trust Account and not previously released to the Company to fund its working capital requirements, subject to an annual limit of $750,000, and/or to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 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 Company’s Sponsor and four independent directors (collectively, “Initial Shareholders”) and the Company’s officers and directors 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 (as defined in Note 4) if the Company fails to complete the Business Combination within 24 months from the Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date. However, if the Initial Shareholders acquire public shares after the Close Date, 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 the allotted 24-month time period, or 27 months from the Close Date | ||
Minimum | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Percentage of trust account balance equal to target businesses fair market value | 80.00% | ||
Maximum | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Net interest to pay dissolution expenses | $ 100,000 | ||
Private Placement | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Cash | 2,000,000 | ||
Private Placement | Minimum | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Trust Account term after Close Date for completion of Business Combination | 24 months | ||
Private Placement | Maximum | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Trust Account term after Close Date for completion of Business Combination | 27 months | ||
Initial Public Offering | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Underwriting discounts | 9,000,000 | $ 9,000,000 | |
Trust Account term after Close Date for completion of Business Combination | 24 months | ||
Initial Public Offering | Minimum | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Trust Account term after Close Date for completion of Business Combination | 24 months | ||
Initial Public Offering | Maximum | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Trust Account term after Close Date for completion of Business Combination | 27 months | ||
TPG Pace II Sponsor, LLC | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Proceeds from issuance of public offering | 450,000,000 | ||
Underwriting discounts | 9,000,000 | ||
Cash | $ 2,000,000 | ||
TPG Pace II Sponsor, LLC | Warrant | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Proceeds from issuance of private placement | $ 11,000,000 | ||
TPG Pace II Sponsor, LLC | Private Placement | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Private placement warrants, sponsor | 7,333,333 | ||
TPG Pace II Sponsor, LLC | Private Placement | Warrant | |||
Schedule Of Organization And Business Operations Plan [Line Items] | |||
Shares issued, price per share | $ 1.50 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | ||
Federal depository insurance coverage | 250,000 | ||
Minimum value of net tangible assets | 5,000,001 | ||
Maximum underwriter discount | $ 24,750,000 | ||
Dilutive securities | 0 | ||
Accrued interest and penalties | $ 0 | ||
State franchise taxes | $ 0 | ||
Public Offering | |||
Significant Accounting Policies [Line Items] | |||
Public offering, number of units sold | 45,000,000 | ||
Deferred offering costs | $ 1,299,223 | ||
Class A ordinary shares | |||
Significant Accounting Policies [Line Items] | |||
Public offering, number of units sold | 0 | ||
Minimum value of net tangible assets | $ 5,000,001 | ||
Ordinary shares subject to possible redemption | 43,072,578 | 42,959,940 | |
Class A ordinary shares | Maximum | |||
Significant Accounting Policies [Line Items] | |||
The maximum possible number of Class A shares that can be issued under warrants | 22,333,333 | ||
Class A ordinary shares | Public Offering | |||
Significant Accounting Policies [Line Items] | |||
Public offering, number of units sold | 45,000,000 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred discount payable upon completion of business combination | $ 15,750,000 | $ 15,750,000 | ||
Class A ordinary shares | ||||
Public offering, number of units sold | 0 | |||
Ordinary shares par value | $ 0.0001 | |||
Public Offering | ||||
Public offering, number of units sold | 45,000,000 | |||
Public offering, price per unit sold | $ 10 | |||
Sale of units description | Each unit consists of one Class A ordinary share of the Company at $0.0001 par value and one-third of one warrant (a “Unit”). | |||
Warrant redemption price | $ 0.01 | |||
Business combination period allowed after close date for private placement warrants to not expire | 24 months | |||
Warrant redemption terms | 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 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. Additionally, 90 days after the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, for Class A ordinary shares at a price based on the redemption date and “fair market value” of the Company’s Class A ordinary shares 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 Class A ordinary shares equals or exceeds $10.00 per share on the trade date prior to the date on which the Company sends the notice of redemption to the Warrant holders. The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders. The Company has agreed to use its best efforts to file a registration statement for the Class A ordinary shares issuable upon exercise of the Warrants under the Securities Act as soon as practicable, but in no event later than 15 business days following the completion of a Business Combination | |||
Underwriting discount percentage | 2.00% | |||
Underwriting discounts | $ 9,000,000 | $ 9,000,000 | ||
Deferred discount percentage | 3.50% | |||
Deferred discount payable upon completion of business combination | $ 15,750,000 | |||
Public Offering | Class A ordinary shares | ||||
Public offering, number of units sold | 45,000,000 | |||
Ordinary shares par value | $ 0.0001 | |||
Warrant holder entitled to purchase common stock percentage | 33.00% | |||
Warrant holder entitled to purchase common stock per one share | 100.00% | |||
Warrant redemption price | $ 11.50 | |||
Public Offering | Warrant | ||||
Sale of units description | Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share (a “Warrant”). | |||
Stock price at which warrants may be redeemed | $ 18 | |||
Public Offering | Warrant | Class A ordinary shares | ||||
Stock price at which warrants may be redeemed | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Aug. 14, 2017 | Jun. 30, 2017 | Feb. 22, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jun. 19, 2017 |
Related Party Transaction [Line Items] | ||||||||
Ordinary shares issued, value | $ 25,000 | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | $ 11,000,000 | ||||||
Administrative Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction expense | $ 60,000 | $ 20,000 | ||||||
Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants restriction period after the completion of business combination | 30 days | |||||||
Private Placement | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business combination period allowed after close date for private placement warrants to not expire | 24 months | |||||||
Private Placement | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business combination period allowed after close date for private placement warrants to not expire | 27 months | |||||||
Class F ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Public offering, number of units sold | 11,500,000 | |||||||
Ordinary shares issued, value | $ 1,150 | |||||||
Ordinary shares issued, price per share | $ 0.002 | |||||||
Ordinary shares outstanding | 11,250,000 | 11,250,000 | ||||||
Class A ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Public offering, number of units sold | 0 | |||||||
Ordinary shares issued, value | $ 0 | |||||||
Ordinary shares outstanding | 1,927,422 | 2,040,060 | ||||||
Common stock conversion ratio | one-for-one basis | |||||||
Class A ordinary shares | Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business combination period allowed after close date for private placement warrants to not expire | 24 months | |||||||
TPG Pace II Sponsor, LLC | Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||||
TPG Pace II Sponsor, LLC | Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Initial shareholders purchased warrants | 7,333,333 | |||||||
TPG Pace II Sponsor, LLC | Private Placement | Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares issued, price per share | $ 1.50 | |||||||
TPG Pace II Sponsor, LLC | Class F ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Public offering, number of units sold | 11,500,000 | |||||||
Ordinary shares issued, value | $ 25,000 | |||||||
Ordinary shares issued, price per share | $ 0.002 | |||||||
Ordinary shares transferred | 40,000 | |||||||
TPG Pace II Sponsor, LLC | Class F ordinary shares | Over-Allotment Option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares forfeited | 250,000 | |||||||
T P G Pace I I Sponsor L L C And Initial Shareholders | Class F ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares outstanding | 11,250,000 | |||||||
Initial Shareholders | Class F ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, description of transaction | Additionally, the Initial Shareholders have agreed not to transfer, assign or sell any of their respective Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”). | |||||||
Initial Shareholders | Class F ordinary shares | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price per share for earlier end of lockup period | $ 12 | |||||||
Sponsor | Indemnity [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Working capital requirements annual withdrawal limit | $ 750,000 | |||||||
Sponsor | Maximum | Indemnity [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price per public share limit | $ 10 | |||||||
Sponsor | Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares issued, price per share | $ 1.50 | |||||||
Initial shareholders purchased warrants | 7,333,333 | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||||
Sponsor | Private Placement | Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of units description | Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share | |||||||
Sponsor | Class A ordinary shares | Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrant holder entitled to purchase common stock per one share | 1 | |||||||
TPACE Sponsor Corp. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Unsecured promissory notes | $ 300,000 | |||||||
Affiliates | ||||||||
Related Party Transaction [Line Items] | ||||||||
Travel related reimbursements | $ 0 | $ 0 |
Investments Held in Trust Acc21
Investments Held in Trust Account - Additional Information (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Assets Held in Trust Account [Line Items] | ||||
Gross proceeds from public offering | $ 450,000,000 | $ 450,000,000 | ||
Gross proceeds from private placement warrants | 11,000,000 | 11,000,000 | ||
Cash | 146,162 | $ 372,073 | ||
Repay notes payable | 300,000 | |||
Interest income | $ 6 | 1,414,985 | ||
Investments held in Trust Account | 451,414,985 | $ 450,000,000 | ||
Public Offering | ||||
Assets Held in Trust Account [Line Items] | ||||
Payments of underwriting discounts | 9,000,000 | $ 9,000,000 | ||
Private Placement | ||||
Assets Held in Trust Account [Line Items] | ||||
Cash | $ 2,000,000 |
Deferred Underwriting Compens22
Deferred Underwriting Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Deferred Underwriting Compensation [Line Items] | ||
Deferred discount payable upon completion of business combination | $ 15,750,000 | $ 15,750,000 |
Deferred discount | $ 0 | |
Underwriting commitments | no Deferred Discount is payable to the underwriters if a Business Combination is not completed within 24 months after the Close Date, or 27 months from the Close Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months of the Close Date. | |
Public Offering | ||
Deferred Underwriting Compensation [Line Items] | ||
Deferred discount percentage | 3.50% | |
Deferred discount payable upon completion of business combination | $ 15,750,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - shares | Mar. 31, 2018 | Dec. 31, 2017 |
Class Of Stock [Line Items] | ||
Preferred shares authorized | 1,000,000 | 1,000,000 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares authorized | 200,000,000 | |
Ordinary shares issued | 45,000,000 | |
Ordinary shares outstanding | 45,000,000 | |
Ordinary shares subject to possible redemption | 43,072,578 | 42,959,940 |
Ordinary shares issued | 1,927,422 | 2,040,060 |
Ordinary shares outstanding | 1,927,422 | 2,040,060 |
Class F ordinary shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares issued | 11,250,000 | 11,250,000 |
Ordinary shares outstanding | 11,250,000 | 11,250,000 |