Nextpoint Acquisition Corp, a newly-organized special purpose acquisition corporation, has filed a preliminary prospectus for an initial public offering on the Toronto Stock Exchange. The IPO is priced to raise US$200 million. NextPoint, sponsored by an affiliate of BasePoint Capital’s Andrew Neuberger, will focus on acquiring alternative lending and financial services companies with target market capitalizations of $50 million to $600 million.
Nextpoint Acquisition Corp. Files Preliminary Prospectus for U.S.$200,000,000 Initial Public Offering
TORONTO, July 20, 2020 /CNW/ – NextPoint Acquisition Corp. (“NAC”) has filed a preliminary prospectus for an initial public offering (the “Offering”) as a newly-organized special purpose acquisition corporation formed for the purpose of effecting an acquisition of one or more businesses or assets within a specified period of time.
NAC intends to focus its search for target businesses in the alternative lending and financial services sector; however, it is not limited to a particular industry or geographic region for purposes of completing its qualifying acquisition. NAC intends to focus its search for target businesses on alternative lending and financial services companies with target market capitalizations of between $50 million and $600 million.
The NAC management team and board of directors include:
Andrew Neuberger – Chief Executive Officer and Chairman of the Board
Founder and former Chief Executive Officer, BasePoint;
Frank Amato – Chief Financial Officer, Chief Operating Officer and Director
Chief Financial Officer and Chief Operating Officer, BasePoint;
Brian A. Benjamin – Director
Senator and Acting President, New York State Senate;
George Coleman – Director
Retired Managing Director and Vice Chairman of Global Equities at Credit Suisse;
Wendy Lane – Director
Former Principal and Managing Director at Donaldson, Lufkin & Jenrette; and
John A. Lederer – Director
Executive Chairman of Staples, Inc. and a Senior Advisor at Sycamore Partners.
The preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada other than Québec. The Offering is for class A restricted voting units of NAC (the “Class A Restricted Voting Units”) at an offering price of U.S.$10.00 per Class A Restricted Voting Unit, the aggregate proceeds of which will be placed in escrow pending completion of a qualifying acquisition by NAC and will only be released upon certain prescribed conditions. Each Class A Restricted Voting Unit is comprised of a class A restricted voting share of NAC (a “Class A Restricted Voting Share”) and one-half of a share purchase warrant of NAC (a “Warrant”). Each whole Warrant will entitle the holder to purchase one Class A Restricted Voting Share for a purchase price of U.S.$11.50, commencing 65 days after the completion of the qualifying acquisition and will expire on the day that is five years after the closing date of the qualifying acquisition or earlier.
The Offering is being distributed by Canaccord Genuity Corp. (the “Underwriter”).
NAC has granted the Underwriter a non-transferable over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 3,000,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriter up to 30 days following closing of the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering would be U.S. $230,000,000.
Prior to the qualifying acquisition, the Class A Restricted Voting Shares may only be redeemed upon the occurrence of certain events. Class A Restricted Voting Shares will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.
NAC has filed an application to list the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants on the Toronto Stock Exchange. Listing will be subject to NAC fulfilling all the listing requirements of the Toronto Stock Exchange.
The sponsor of NAC is NextPoint Acquisition Sponsor LLC (the “Sponsor”). The Sponsor is controlled by Andrew Neuberger, our CEO and Chairman. The Sponsor intends to purchase 600,000 class B units of NAC (“Class B Units”) at an offering price of U.S.$10.00 per Class B Unit for aggregate proceeds equal to U.S.$6,000,000, concurrently with the closing of the Offering. The Sponsor intends to purchase up to an additional 52,500 Class B Units, depending on whether the Over-Allotment Option is exercised in whole or in part. Each Class B Unit will consist of one class B share and one-half of a Warrant.
Blake, Cassels & Graydon LLP is acting as legal counsel to NAC and the Sponsor. Goodmans LLP is acting as legal counsel to the Underwriter.
A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada other than Quebec. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from the underwriter listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the preliminary prospectus will be available on SEDAR at www.sedar.com.
Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.
About NextPoint Acquisition Corp.
NextPoint Acquisition Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying acquisition within a specified period of time.
For further information: NextPoint Acquisition Corp., Frank Amato, Chief Financial Officer, firstname.lastname@example.org