- Catcha Investment Corp (CHAA) to acquire Crown LNG Holdings AS (Private) in a transaction valuing the pro forma entity at $685 million in Enterprise Value ($725 million equity value) assuming zero redemptions from the current level of 92.6%.
- Crown LNG Holdings AS shareholders will receive an equity consideration of $600 million at $10.0 per share and additionally 10% of the issued and outstanding PubCo Common Stock as of the Closing as earnout shares in four equal tranches at $12.0, $14.0, $16.0, and $18.0 respectively over a period of seven years post-closing.
- Minimum net cash condition of $20.0 million.
- No termination fees.
- Business combination transaction is targeted to close in the fourth quarter of 2023.
- SPAC Details:
- Unit Structure: 1 Class A Ordinary Share + 0.3 Redeemable Warrant
- #Cash in Trust: #$22,908,670.26 (103.4 % of Public Offering)
- Public Shares Outstanding: 2,214,859 shares
- Private Shares Outstanding: 7,500,000 shares
- Estimated Trust Value/Share: $10.34
- Current Liquidation Date: August 17, 2023
- Outside Liquidation Date: February 17, 2024
- Name of Target: Crown LNG Holdings AS
- Target Description: Crown LNG Holdings AS is a leading provider of offshore LNG liquefaction and regasification terminal infrastructure solutions for harsh weather locations, which represent a significant addressable market for bottom-fixed, gravity based (“GBS”) liquefaction and regasification plants, as well as associated green hydrogen, ammonia and power projects. Through this approach, Crown aims to provide lower carbon sources of energy securely to under-served markets across the globe
- Announced Date: August 3, 2023
- Expected Close: “Fourth Quarter of 2023”
- Press Release: https://www.sec.gov/Archives/edgar/data/1838293/000121390023062772/ea182687ex99-1_catchainves.htm
- Transaction Terms: (https://www.sec.gov/Archives/edgar/data/1838293/000121390023062772/ex99-2_031.jpg)
| Redemption Rate | 0% from current level of 93% |
| Share Price | $10.0 per share |
| Enterprise Value | $685 million |
| Market Cap Value | $725 million |
- SPAC Public Shareholders Receive (~3.1%):
- 2.2 million Pubco common stock (one for one)
- SPAC Sponsor Receive (~10.3%):
- 7.5 million Pubco common stock (one for one)
- Target Shareholders Receive (~82.8%):
- Equity consideration of $600 million at $10.0 per share (60 million PubCo Common Stock)
- Earnout consideration 10% of the issued and outstanding PubCo Common Stock as of the Closing $10.0 per share (7 years after closing):
- 25% shares @$12.0 per share
- 25% shares @$14.0 per share
- 25% shares @$16.0 per share
- 25% shares @$18.0 per share
- PIPE / Financing:
- Transaction terms assumes 2.80 million shares of PIPE investors at $10.0 per share (Expected PIPE raise of $28.0 million)
- Redemption Protections:
- Nil
- Support Agreement:
- Standard voting support
- Lock-up:
- SPAC Sponsor: 1 year post closing
- Early release: If price ≥ $12.0 after 150 days post-closing
- Target Key shareholder: Same as sponsor
- SPAC Sponsor: 1 year post closing
- Closing Conditions:
- Termination date: February 17, 2024
- Minimum net cash condition of $20 million
- Cash includes:
| Cash in Trust | |
| Less: | Redemptions |
| Add: | Amount of proceeds of the Private Placements |
| Less: | Accrued and unpaid Target Transaction Expenses |
| Less: | Accrued and unpaid SPAC Transaction Expenses |
- Financials by September 15, 2023
- Other customary closing conditions
- Termination:
- No termination fees
- Other standard termination clauses
- Advisors:
- SPAC Legal Advisors: Goodwin Procter LLP
- Target Legal Advisors: Nelson Mullins Riley & Scarborough LLP
- SPAC Energy Capital Markets Advisor: WestOak
- Target Financial Advisor: Emerging Asia Capital Partners Co Ltd
- SPAC Capital Market Advisors: Cohen & Company Capital Markets
- Comparable (https://www.sec.gov/Archives/edgar/data/1838293/000121390023062772/ex99-2_035.jpg):
- Equity Incentive Plan:
- No information provided
*Denotes estimated figures by CPC
#Reported as on 17th February 2023