NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
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1.
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INTERIM
FINANCIAL INFORMATION
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The accompanying unaudited
interim condensed financial statements of Terrapin 3 Acquisition Corporation (the “Company”) should be read in conjunction
with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the United
States Securities and Exchange Commission (the “SEC”) on March 1, 2016. The accompanying financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
since they are interim statements, the accompanying financial statements do not include all the information and notes required
by GAAP for complete financial statement presentation. In the opinion of management, the interim financial statements reflect all
adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position,
results of operations, and cash flows for the interim periods presented. Interim results are not necessarily indicative of results
for a full year.
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2.
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DESCRIPTION
OF ORGANIZATION AND BUSINESS OPERATIONS
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The Company is a blank
check company incorporated in Delaware on December 27, 2013. The Company was formed for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business
transaction, one or more operating businesses or assets that the Company has not yet identified (“Business Combination”).
The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s management has
broad discretion with respect to the Business Combination. However, there is no assurance that the Company will be able to successfully
complete a Business Combination. The Company has selected December 31 as its fiscal year end.
The initial stockholders
of the Company, Apple Orange LLC, Noyac Path LLC, Periscope LLC, (together the “Terrapin sponsor”), along with Terrapin
Partners Employee Partnership 3 LLC, and MIHI LLC (the “Macquarie sponsor”; together with the Terrapin sponsor, the
“Sponsors”) and Terrapin Partners Green Employee Partnership, LLC have agreed, in the event the Company is required
to seek stockholder approval of its Business Combination, to vote their Founders Shares, as defined below, and any public shares
held, in favor of approving the Business Combination.
Financing
The registration statement
for the Company’s initial public offering (the “Public Offering” as described in Note 4) was declared effective
by the SEC on July 17, 2014. The Sponsors purchased, simultaneously with the closing of the Public Offering, $6,000,000 of warrants
in a private placement (Note 5).
Upon the closing of
the Public Offering and the private placement, $212,750,000 was placed in a trust account with the Continental Stock Transfer &
Trust Company (the “Trust Account”) acting as trustee.
Trust Account
The Trust Account can
be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government
obligations.
The Company’s
amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes or for working
capital, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination;
or (ii) the redemption of 100% of the shares of common stock included in the units sold in the Public Offering if the Company is
unable to complete the Business Combination within 24 months from the closing of the Public Offering.
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 the Business Combination
with (or acquisition of) a Target Business. As used herein, “Target Business” means 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) at the time the Company signs a definitive agreement in connection with the Business Combination.
There is no assurance that the Company will be able to successfully effect the Business Combination.
The Company, after
signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination
at a meeting called for such purpose in connection with which stockholders 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 and funds released for working capital, or (ii) provide stockholders with the opportunity to sell their
shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal
to their
pro rata
share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement
of the tender offer, including interest but less taxes payable and funds released for working capital. The decision as to whether
the Company will seek stockholder approval of the Business Combination or will allow stockholders 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 stockholder approval, unless a
vote is required by NASDAQ rules. If the Company seeks stockholder approval, it will complete its Business Combination only if
a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event
will the Company redeem or repurchase 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 or repurchase of its public shares and the related Business Combination,
and instead may search for an alternate Business Combination.
If the Company holds
a stockholder vote or there is a tender offer for shares in connection with the Business Combination, public stockholders will
have the opportunity to have public shares redeemed or repurchased 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 or commencement
of the tender offer, respectively, including interest but less taxes payable and funds released for working capital. As a result,
such shares have been classified as common stock subject to possible redemption, in accordance with Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") 480, “Distinguishing Liabilities from Equity.”
Liquidation and Going Concern
If the Company does
not complete a Business Combination within 24 months from the closing date of the Public Offering, the Company will (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 of common stock for a per share pro rata portion of the Trust Account, including interest,
but less taxes payable and funds released for working capital (less up to $50,000 of such net interest to pay dissolution expenses)
and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets
to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsors and other initial stockholders
have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption
with respect to their initial shares; however, if the Sponsors or any of the Company’s officers, directors or affiliates
acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account
upon the Company’s redemption or liquidation in the event the Company does not complete the Business Combination within the
required time period. This mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability
to continue as a going concern.
In the event of liquidation,
it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets)
will be less than the initial public offering price per unit in the Public Offering.
Emerging Growth Company
Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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3.
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SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
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Basis of presentation
The accompanying financial
statements are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC.
Net loss per common share
Basic net loss per
share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
Diluted net loss per share is computed by dividing net loss per share by the weighted average number of shares of common stock
outstanding, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using
the treasury stock method. At March 31, 2016 and December 31, 2015, the Company had outstanding warrants to purchase 16,637,500
shares of common stock. The weighted average of these shares was excluded from the calculation of diluted loss per share of common
stock because their inclusion would have been anti-dilutive. Therefore, dilutive loss per share of common stock was equal to basic
loss per share of common stock.
Concentration of credit risk
Financial instruments
that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which,
at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
Fair value of financial instruments
The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements
and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due
to their short-term nature.
Use of estimates
The preparation of
financial statements in conformity with GAAP requires 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.
Redeemable Common Stock
As discussed in Note
4, all of the 21,275,000 shares of Class A common stock sold as part of the units in the Public Offering contain a redemption feature
which allows for the redemption of shares of Class A common stock under the Company’s liquidation, tender offer, or stockholder
approval provisions. 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 public shares in an amount that would
cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognizes changes in redemption
value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of
each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by changes in
retained earnings, or in the absence of retained earnings, by charges against paid-in capital in accordance with FASB ASC 480-10-S99.
Accordingly, at March 31, 2016 and December 31, 2015, 20,055,344 and 20,064,603 shares, respectively were classified outside of
permanent equity at their redemption value.
Income taxes
The Company complies
with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At March 31, 2016
and December 31, 2015, the Company has a net deferred tax asset, before valuation allowance, of approximately $403,000 and $366,000,
respectively, related to net operating loss carry forwards, organization costs, and start-up costs. Management has determined that
a full valuation allowance of the deferred tax asset is appropriate at this time.
FASB ASC Topic 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. There were no unrecognized tax benefits as of March 31, 2016. No amounts were accrued for the
payment of interest and penalties at March 31, 2016. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by
major taxing authorities since inception.
The Company may be
subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes.
These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax
jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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
consolidated financial statements.
On July 22, 2014, the
Company sold 21,275,000 units at a price of $10.00 per unit (the “Public Units’) in the Public Offering, including
the sale of units upon full exercise of the underwriters’ overallotment option. Each Unit consists of one share of the Company’s
Class A common stock, $0.0001 par value per share, and one redeemable Class A common stock purchase warrant (the “Public
Warrants”).
Under the terms
of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities
Act following the completion of the Business Combination. Each Public Warrant entitles the holder to purchase one-half of one share
of Class A common stock at an exercise price of $5.75 per half share. No fractional shares will be issued upon exercise of the
warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company
will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.
Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination
or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Business
Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or
prior to the 24-month period allotted to complete the Business Combination, the Public Warrants will expire at the end of such
period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Public Warrants issued
in connection with the 21,275,000 Public Units during the exercise period, there will be no net cash settlement of these Public
Warrants and the Pubic Warrants will expire worthless, unless 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 and not
in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event
that the last sale price of the Company’s shares of common stock equals or exceeds $24.00 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.
The Company paid an
upfront underwriting discount of $4,250,000 (approximately 2.0%) of the per unit offering price to the underwriters at the closing
of the Public Offering, with an additional fee (the “Deferred Discount”) of $7,451,250 (approximately 3.5%) of the
gross offering proceeds payable upon the Company’s completion of the 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 its Business Combination.
The underwriters are not entitled to any interest accrued on the Deferred Discount.
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5.
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RELATED PARTY TRANSACTIONS
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Founder Shares
On December 31, 2013,
the Company issued an aggregate of 5,250,000 units, each unit consisting of 1 share of common stock and 1 warrant to purchase one
half of one share of common stock, to the Terrapin sponsor and Terrapin Partners Employee Partnership 3 LLC (the “Founder
Units”) for an aggregate purchase price of $25,000. On May 15, 2014, the Company cancelled the warrants issued as part of
these Founder Units resulting in the net issuance of 5,250,000 shares (“Founder Shares”). On M
ay
19, 2014, the Company implemented an approximate 1.0131 -for- 1 stock split, re-characterized its Founder Shares as Class F common
shares, and authorized the issuance of Class A common stock and undesignated shares. Further, on May 19, 2014, Apple Orange LLC
sold 1,211,563 Founder Shares to the Macquarie Sponsor and transferred 56,061 Founder Shares to Terrapin Partners Green Employee
Partnership, LLC, an affiliate of Apple Orange LLC.
The Founder Shares are identical to the Class A common stock included
in the Public Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions and
contingent adjustments, as described in more detail below (Note 9,
Class F Common Stock
).
The initial stockholders
have agreed not to transfer, assign or sell any of their Founder Shares until one year after the Business Combination (the “lock
up”). Notwithstanding the foregoing, if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the initial Business Combination, or if the Company consummates a transaction after
the initial Business Combination which results in the stockholders having the right to exchange their shares for cash or property,
the Founder Shares will be released from the lock-up.
Rights
– The
Founder Shares are identical to the public shares except that (i) Founder Shares are subject to certain transfer restrictions,
as described above, and (ii) the initial stockholders have agreed to waive redemption rights in connection with the Business Combination
with respect to the Founders Shares. However, the initial stockholders will be entitled to redemption rights with respect to any
shares they hold by way of public market purchase if the Company fails to consummate the Business Combination within 24 months
from the closing of the Public Offering.
Voting
–
If the Company seeks stockholder approval of the Business Combination, the initial stockholders have agreed to vote their Founder
Shares and any public shares purchased during or after the Public Offering in favor of the Business Combination.
Redemption
–
Although the initial stockholders have waived their redemption rights with respect to the Founder Shares if the Company fails to
complete the Business Combination within the prescribed time frame, they will be entitled to redemption rights with respect to
any public shares they may own.
Contingent Forward
Purchase
The Macquarie sponsor
has committed to purchase, and the Company has committed to sell, 4,000,000 units on the same terms as the sale of units in the
Public Offering (except for certain transfer restrictions) at $10.00 per unit, in a private placement for gross proceeds of approximately
$40,000,000 to occur concurrently with the consummation of the Business Combination. The funds will be used as part of consideration
to the sellers in the Business Combination; any excess funds from this private placement will be used for working capital in the
post-transaction company. This commitment is independent of the percentage of stockholders selecting to redeem their shares and
provides the Company with a minimum funding level for the Business Combination. In exchange for this commitment, the Company has
agreed to issue to the Macquarie Sponsor 1,000,000 Class F Founder Shares at the closing of the Business Combination and such private
placement.
Private Placement
Warrants
The Sponsors have purchased
from the Company an aggregate of 12,000,000 warrants at a price of $0.50 per warrant (a purchase price of $6,000,000) in a private
placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”).
Each Private Placement Warrant entitles the holder to purchase one-half of one share of Class A common stock at $5.75 per half
share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust
Account pending completion of the Business Combination.
The Private Placement
Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable,
assignable or salable until 30 days after the completion of the Business Combination and they will be non-redeemable so long as
they are held by the Sponsors or their permitted transferees. If the Private Placement Warrants are held by someone other than
the Sponsors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by
such holders on the same basis as the Public Warrants included in the units sold in the Public Offering. Otherwise, the Private
Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the units in the
Public Offering and have no net cash settlement provisions.
If the Company does
not complete the Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution
to the public stockholders and the Private Placement Warrants will expire worthless.
Registration Rights
The holders of the
Founder Shares and Private Placement Warrants hold registration rights to require the Company to register the sale of any of the
securities held by them pursuant to a registration rights agreement. The holders of Units (and underlying securities) and Founder
Shares purchased in the Contingent Forward Purchase hold similar registration rights. The holders of these securities will be entitled
to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under
the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities
in other registration statements filed by the Company. 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 costs and expenses of filing any such registration statements.
Expense Advance
Agreement
On July 16, 2014, the
Sponsors entered into an agreement to advance to the Company, as may be requested by the Company, up to $500,000 each, for an aggregate
of $1,000,000, in working capital loans in the form of promissory notes to be provided to fund expenses relating to investigating
and selecting a target business and other working capital requirements prior to the Business Combination. Such note(s) shall bear
no interest and shall be convertible into Public Warrants at a price of $0.50 at the option of the note holder. At March 31, 2016
and December 31, 2015, no balance was due under this agreement.
Administrative Service
Agreement
Commencing on July
17, 2014, the Company has agreed to pay $10,000 a month for office space, administrative services and secretarial support to Terrapin
Partners LLC, an affiliate of the Terrapin sponsor. Upon the completion of the Business Combination or the liquidation of the Company,
the Company will cease paying these monthly fees. As of March 31, 2016 and December 31, 2015, the Company had a balance of approximately
$8,571 and $273, respectively, payable to related parties.
The Company is committed
to pay the Deferred Discount totaling $7,451,250 (approximately 3.5%) of the gross offering proceeds of the Public Offering, to
the underwriters upon the Company’s consummation of the Business Combination. The underwriters are not entitled to any interest
accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.
A total of $212,750,000,
which includes $206,750,000 of the net proceeds from the Public Offering and $6,000,000 from the sale of the Private Placement
Warrants, has been placed in the Trust Account.
As of March 31, 2016,
the Company’s Trust Account consists of $212,781,852 invested in an Institutional Money Market Fund. As of December 31, 2015,
investment securities in the Company’s Trust Account consisted of $212,750,000 invested in an Institutional Money Market
Fund and another $1,267 held as cash and cash equivalents.
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8.
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FAIR
VALUE MEASUREMENT
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The Company complies
with ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported
at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value
at least annually.
The following table
presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of
March 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques the Company utilized to
determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets
for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted
prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset
or liability, and includes situations where there is little, if any, market activity for the asset or liability:
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March 31, 2016
(unaudited)
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Quoted Prices
in Active
Markets
(Level 1)
(unaudited)
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Significant
Other
Observable
Inputs
(Level 2)
|
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Significant
Other
Unobservable
Inputs
(Level 3)
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Assets:
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|
|
|
|
|
|
|
|
|
|
|
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Institutional Money Market Fund held in Trust
|
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$
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212,781,852
|
|
|
$
|
212,781,852
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
December 31,
2015
|
|
|
Quoted Prices
in Active
Markets
(Level 1)
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|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
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|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Money Market Fund held in Trust
|
|
$
|
212,750,000
|
|
|
$
|
212,750,000
|
|
|
$
|
-
|
|
|
$
|
-
|
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On May 19, 2014, the
Company implemented an approximate 1.0131-for-1 stock split, re-characterized its Founder Shares as shares of Class F common stock,
and authorized the issuance of Class A common stock and undesignated common stock. All share issuances prior to the stock split
have been retroactively adjusted to reflect the stock split.
Common Stock
Class A Common
Stock
— The Company is authorized to issue 90,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of the Company’s Class A common stock are entitled to one vote for each Class A common share. At March
31, 2016 and December 31, 2015, there were 21,275,000 shares of Class A common stock issued and outstanding, which includes 20,055,344
and 20,064,603 shares subject to possible redemption, respectively.
Class F Common
Stock
— The Company is authorized to issue 10,000,000 shares of Class F common stock with a par value of $0.0001
per share. Holders of the Company’s Class F common stock are entitled to one vote for each Class F common share. Shares of
Class F common stock are convertible into shares of Class A common stock at a ratio of one-for-one. In the case that additional
shares of Class A common stock, or equity-linked securities, are deemed issued in excess of the amounts offered in the Public Offering
and related to the closing of the Business Combination, shares of Class F common stock are subject to future modification to provide
for an adjustment to the ratio by which they shall convert into shares of Class A common stock. Such adjustment will result in
additional shares of Class A common stock issuable upon the conversion of Class F common stock. The number of shares of Class A
common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, 20% of the total number
of all shares of Class A common stock sold in the Public Offering plus all common shares or equity-linked securities deemed to
be issued in connection with the Business Combination, excluding any shares or equity-linked securities issued, or issuable, to
any seller in the Business Combination or pursuant to warrants issued to the Sponsors plus Class F common stock and the Class A
common stock (but not the warrants) issued pursuant to the forward purchase contract with the Macquarie sponsor. At March 31, 2016
and December 31, 2015, there were 5,318,750 shares of Class F common stock issued and outstanding.
Common Stock
— The Company is authorized to issue 10,000,000 shares of undesignated common stock with a par value of $0.0001 per share with
such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At
March 31, 2016 and December 31, 2015, there were no shares of undesignated common stock issued and outstanding.
Preferred Stock
Preferred
Stock —
The Company is authorized to issue 10,000,000 shares of preferred stock with such designations, voting
and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2016 and December
31, 2015, there were no shares of preferred stock issued and outstanding.