IFR 03.7.2020

(Ann) #1
US$18m on US$32.6m of revenue last year,
with a 67% gross margin.
COPD is expected to account for US$49bn
of medical costs this year, with 25% of those
costs coming from patients with severe
emphysema.
4HISûISûAûSIGNIlCANTûMARKETûOPPORTUNITYû
for Pulmonx, though its US$28.3m of cash
and equivalents as of December 31 is a
“going concern”, according to its
accountants.
Until now, Pulmonx has been able to rely
ONûITSûCLOSEûTIESûTOû"OSTONû3CIENTIlC ûTHEû
medical device giant with US$10.7bn of
GLOBALûSALESûLASTûYEAR ûFORûlNANCIALûSUPPORT
"OSTONû3CIENTIlCûISûALSOû0ULMONXSûTOPû
shareholder with a 30% equity stake,
including a US$27.5m commitment to a
US$65m Series G funding round last April
and US$30m to the previous Series F round
that closed in 2017.

PALIHAPITIYA FILES FOR CONCURRENT
SPAC IPOs

Silicon Valley wunderkind Chamath
0ALIHAPITIYAûLASTûWEEKûSIMULTANEOUSLYûlLEDû
for the SPAC IPOs of SOCIAL CAPITAL HEDOSOPHIA
II and SOCIAL CAPITAL HEDOSOPHIA III.
There is no doubt a lot of investor
goodwill was created from the early success
OFûHISûlRSTû30!#SûMERGERûWITHû2ICHARDû
Branson’s Virgin Galactic, but there are
QUESTIONSûOVERûCONmICTûOFûINTEREST
Can you simultaneously be looking
FORûTWOûACQUISITIONSûWITHOUTûCONmICTINGû
the interests of shareholders in either
vehicle?
Social Capital II and Social Capital III are
differently sized at US$300m and US$600m,
respectively, with the former targeting
acquisitions outside the US and the latter
US-focused.
They are identically structured, as one-
share and one-quarter warrant, and feature
a similar tech-focused target.
The vehicles will also feature distinct
independent directors.
Credit Suisse is currently sole bookrunner
on both.
“When doing the last deal, they saw a lot
of potential targets that couldn’t absorb the
large amount of capital they raised,” said
one CS banker of the US$690m haul.
The sizing of II and III was informed by
how that last process went.
Palihapitiya, the CEO and founder of tech-
focused VC sponsor Social Capital, and
Hedosophia co-founder Ian Osborne, the
president of both II and III, openly
ACKNOWLEDGEûTHEûCONmICTûBUTûDOûNOTûBELIEVEû
THEûhlDUCIARYûDUTIESûORûCONTRACTUALû
obligations” will materially affect the ability
to pursue or complete a business
combination.

LIVE OAK FILES FOR US$200m IPO

LIVE OAK ACQUISITION, a SPAC headed by former
.UVEENûCHAIRMANûANDû#%/û*OHNû!MBOIAN ûlLEDû
documents on Monday for a US$200m IPO.
Jefferies is sole bookrunner, with BMO Capital
Markets and BTIG signing on as co-managers.
The vehicle is typically structured as one-
share, one-half warrant with a 24-month
investment horizon, but does not offer a
SPECIlCûINDUSTRYûOFûTARGETûFORûACQUISITIONS
Of the US$200m funding target, credit-
focused money manager Atalaya Capital
Management has indicated for US$15m.
Live Oak boasts a star-studded
management team.
Amboian, the vehicle’s chairman,
oversaw dramatic expansion during a 19-
year tenure at Nuveen that culminated in
the sale of the investment manager to
Madison Dearborn in 2007 and eventually to
TIAA in 2014 for US$6.5bn.
Richard Hendrix, the vehicle’s CEO,
BRINGSûlNANCIALûSERVICESûEXPERTISEûASûTHEû
former CEO of mid-market focused FBR
ahead of that bank’s merger with B. Riley.
Andrea Tarbox, the vehicle’s CFO, adds
SPAC expertise, having served as CFO of
corrugated package producer KapStone
Paper & Packaging after the acquisition by
Stone Arcade Acquisition and overseeing
US$3bn of acquisitions post-merger.
KapStone was subsequently acquired in
2018 by WestRock for US$4.9bn or US$35.00
a share, marking a nearly six-fold return
from the split-adjusted US$6.00 SPAC IPO
price.
Gary Wunderlich, the founder and CEO of
Wunderlich Securities (merged into B. Riley)
and co-founder of Live Oak sponsor Live Oak
Merchant Partners, is the vehicle’s president.
Former US Congressman Harold Ford Jr. is
one of Live Oak’s independent directors.

LIFESCI ACQUISITION SECURES
US$60m ON SPAC IPO

LIFESCI ACQUISITION, a life sciences-focused
vehicle sponsored by LifeSci Capital, an
investment bank focused on lifesciences,
raised a slightly upsized US$60m on its IPO.
Chardan, sole bookrunner, set pricing on
Thursday on 6m units at US$10.00 apiece, a
slight increase from the 5m units the bank had
marketed for three days at that same price.
LifeSci traded midday on Friday on debut
at US$10.24.
The public units sold are structured as one
share, one warrant with each warrant
exercisable into one-half share at a price of
US$11.50 per whole share, so effectively a half-
warrant structure even though the private
warrants are exercisable for one share.
On the original terms marketed, LifeSci
Capital had committed to purchase 1.17m

private warrants for US$585,000 (50 cents
APIECE ûANDûANûAFlLIATEûOFûONEûOFûTHEû30!#Sû
directors was to have bought another
830,000 warrants for US$415,000.
LifeSci Acquisition will hold 100% of the
proceeds from the IPO and private-warrant
placement in trust, with US$620,000 held
back for working capital. The vehicle has a
24-month investment horizon.

COLLECTIVE GROWTH FILES FOR
US$150m IPO

Cannabis-focused SPAC COLLECTIVE GROWTH
lLEDûDOCUMENTSûONû-ONDAYûFORûAû53Mû
SPAC IPO, structured as one share and one-
half warrant.
Cantor is sole bookrunner on the offering.
Typical of Cantor-led SPAC IPOs, the bank
and the SPAC’s sponsor plan to invest
US$2.625m through the purchase of private
units concurrent with the IPO and another
US$1.875m in the form of private placement
warrants, or US$4.5m combined on the base
IPO terms.
Collective Growth is headed by former
Canopy Growth CEO Bruce Linton.

BRAZIL


POTENTIAL IPOs LINE UP

Brazil has queued up an imposing tally of
potential IPOs, but the coronavirus-induced
market sell-off has thrown their timing into
doubt.
About 25 companies have registered for
local IPOs this year.
The past week saw real estate and
construction companies ALPHAVILLE URBANISMO
and RIVA 9, retailers TRACK & FIELD and SOMA,
ANDûDATAûMANAGEMENTûlRMûBOA VISTA
SERVICIOSûALLûJOINûTHEûBACKLOGûWITHûlLINGS
Bradesco, BTG Pactual, Itau and XP will lead
the IPO of Alphaville, a developer of urban
gated communities with more than 120
projects under development.
Riva 9, a construction company controlled
by Direcional Engenharia, was founded in
2011 to develop projects for families with a
monthly income of R$4,000–R$10,000
(US$862–US$2,155).
BTG Pactual, Bradesco BBI, XP Investimentos
and Caixa are slated to lead its offering.
Track & Field, a lifestyle and wellness
retailer with 231 stores, has hired BTG Pactual,
Bank of America, Itau and Santander for its IPO.
JP Morgan, Citigroup and Morgan Stanley are
leading the IPO of Boa Vista Servicios, the
second-largest data management and
analysis company in Brazil.
The IPO of fashion e-commerce platform
Soma will be led by Itau, JP Morgan, Bank of
America and XP.

86 International Financing Review March 7 2020

10 IFR Equities and SE 2323 p 77 - 87 .indd 86 06 / 03 / 2020 19 : 36 : 30

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