Software Platform Partners Corp, a Canadian special purpose acquisition corporation (SPAC), has filed with domestic regulators for an initial public offering of $90 million Class A restricted voting units. The proceeds will be used to make one or more acquisitions that result in the creation of an enterprise software platform. The SPAC is sponsored by SPP Management LP, the principals of which are Daniel Klass, founder of Klass Capital, and Jill Denham, a former CIBC executive. Klass, Denham and Power Corp‘s Sagard Holdings ULC will buy about $41 million of Class B and forward purchase units to align the interests of founders with other investors.
Photo: Daniel Klass, founder and managing director, Klass Capital.
Software Platform Partners Corp. Files Preliminary Prospectus for Initial Public Offering
TORONTO, July 4, 2017 /CNW/ – Software Platform Partners Corp. (the “Corporation”) announces that the Corporation has filed a preliminary prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in respect of the Corporation’s initial public offering (the “Offering”) of $90,000,000 of Class A Restricted Voting Units (the “Units”). Each Unit has an offering price of $10.00 and is comprised of one Class A Restricted Voting Share and one-half of one share purchase warrant of the Corporation (each whole share purchase warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one common share of the Corporation (a “Common Share”) for $11.50, subject to adjustment, during the period commencing 30 days after closing a qualifying acquisition (as defined below) and ending five years thereafter subject to adjustments and subject to early expiry as further described in the preliminary prospectus. SPP Management LP (“SPP”), the principals of which are Daniel Klass and Jill Denham, is the sponsor of the Corporation.
The Corporation is a newly organized special purpose acquisition corporation (“SPAC”) incorporated under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Corporation (a “qualifying acquisition”). The Corporation is uniquely focusing on the software and software-enabled service industry and/or related sectors. The Corporation intends to build an industry leading enterprise software platform through acquisitions and organic growth strategies.
The Corporation believes that it will provide a long-term source of capital, expertise, and sponsorship for entrepreneurs in the enterprise software market.
The Corporation’s founders intend to purchase an aggregate of 507,500 Class B Units at an offering price of $10.00 per Class B Unit for an aggregate purchase price of $5,075,000 (including an aggregate of $4,625,000 intended to be purchased by SPP and Sagard Holdings ULC (a member of the Power Corporation Group of Companies) (“Sagard”)). Closing of this investment will occur simultaneously with the closing of the Offering. Each Class B Unit consists of one Class B Share (convertible into one Common Share upon the closing of a qualifying acquisition) and one-half of one Warrant.
Additionally, prior to the filing of the final prospectus, the Corporation will enter into forward purchase agreements with Sagard, Daniel Klass and Jill Denham for the purchase of an aggregate of 3,600,000 Forward Purchase Units for an aggregate purchase price of $36,000,000 concurrently with the closing of a qualifying acquisition. Each Forward Purchase Unit will be comprised of one Common Share and one-half of one Warrant. This commitment, together with the proceeds from the sale of Class B Units, for gross proceeds of approximately $41,075,000, by certain of the Corporation’s founders further aligns their interests with those of the Corporation’s shareholders and provides certainty on a significant portion of available cash at the time of a qualifying acquisition (representing approximately 31% of the Corporation’s total capital and 100% of the Corporation’s permanent (non-redeemable) capital). The Corporation believes that this structure will not only reduce the chance of not completing a qualifying acquisition, but will also serve to increase the calibre of potential acquisition targets given the enhanced certainty of capital.
The Corporation’s board of directors, officers and advisors, include:
Daniel Klass, Chief Executive Officer and Director. Founder of Klass Capital.
Jill Denham, Managing Director. Director of Kinaxis Inc., Morneau Shepell Inc., Canadian Pacific Railway Limited and National Bank of Canada and formerly ran the Private Equity Business and Retail Bank for CIBC.
Douglas Colbeth, Chair and Director. Chairman of the Board and former President and Chief Executive Officer of Kinaxis Inc.
Adam Felesky, Director. President and Managing Partner of Portag3 Ventures LP.
Arthur Mesher, Director. Chancellor of CleanSL8(Slate)DNA, Executive Director and Vice Chairman of the Board of Directors of Livingston International and former Chief Executive Officer and Chairman of the board of directors of The Descartes Systems Group Inc.
Adrian Schauer, Director. Founder and Chief Executive Officer of AlayaCare.
Adam Vigna, Director. Vice-President of Power Corporation of Canada and Managing Partner and Chief Investment Officer of Sagard Holdings, Sagard Credit Partners and certain affiliated entities.
Will Anderson, Advisor. Chief Executive Officer of Resolver Inc.
Paul Desmarais III, Advisor. Senior Vice-President of Power Corporation of Canada and Power Financial Corporation, Executive Chairman of Sagard Holdings ULC and Portag3 Ventures LP.
Michael Hyatt, Advisor. Co-founder of BlueCat and Dyadem.
Michele Trogni, Advisor. Former Executive Vice-President of Consolidated Markets and Solutions for IHS Markit.
The proceeds from the distribution of the Units will be deposited into an escrow account and, after taking into account redemptions, will be released to the Corporation upon the successful closing of a qualifying acquisition. Upon certain events, the Class A Restricted Voting Shares forming part of the Units will be redeemable by holders for a pro-rata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the preliminary prospectus. Following the qualifying acquisition, each unredeemed Class A Restricted Voting Share will be automatically converted into one Common Share and each whole Warrant will entitle the holder thereof to purchase one Common Share, subject to the terms and conditions described in the preliminary prospectus.
The Offering is being distributed by a syndicate of underwriters led by TD Securities Inc., CIBC Capital Markets and National Bank Financial Inc.
Goodmans LLP is acting as Canadian legal counsel to SPP and the Corporation and Blake, Cassels & Graydon LLP is acting as Canadian legal counsel to the underwriters.
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. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the underwriters 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 Corporation’s initial public offering is subject to the receipt of customary approvals, including regulatory approvals.
About Software Platform Partners Corp.
Software Platform Partners Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying acquisition.
For further information: Daniel Klass, Chief Executive Officer, Phone: 416-901-2190
Photo of Daniel Klass courtesy of Klass Capital