Each one in plain English, with the numbers worked through for a shareholder.
22 Mar 2013business combination● NeutralMajor
Trio Merger Corp. filed a preliminary proxy asking its shareholders to approve buying SAExploration Holdings (the private seismic contractor agreed in December 2012), with the deal valued at up to $104,404,770 ($30,000,000 in cash and promissory notes plus up to $74,404,770 in stock). Shareholders would also vote on renaming the company SAExploration Holdings, a 2013 incentive plan and eight directors, and warrant holders were told that majority consent had already raised the warrant exercise price from $7.50 to $12.00. The meeting date was still blank.
Polar Securities Inc, North Pole Capital Master Fund reported a SAExploration Holdings, Inc. shareholding of 714,700 shares (9.10% of votes) in a periodic institutional filing.
HighVista Strategies LLC, HighVista GP, LLC, HighVista GP Limited Partnership, HighVista I Limited Partnership, HighVista II Limited Partnership, HighVista III, Ltd, HighVista V Limited Partnership, XL Re Ltd, Brian H. Chu, Andr&# reported a SAExploration Holdings, Inc. shareholding of 690,000 shares (8.80% of votes) in a periodic institutional filing.
Brian Taylor, Pine River Capital Management L.P, Pine River Master Fund Ltd reported a SAExploration Holdings, Inc. shareholding of 42,500 shares (0.50% of votes) in a periodic institutional filing.
Trio found its target: SAExploration Holdings, a seismic data acquisition business working on land, in transition zones and shallow water across North America, South America and southeast Asia. Trio would take the SAExploration name; the private company's majority holder CLCH would come across as a controlling shareholder.
With the trust money untouchable until a deal closed, chairman Eric Rosenfeld funded day-to-day costs himself, lending $200,000 across April and September on interest-free notes convertible into warrants at $0.50.
THE K, SHAWN KIMEL, SHAWN KIMEL INVESTMENTS, INC reported a SAExploration Holdings, Inc. shareholding of 569,800 shares (7.30% of votes) in a periodic institutional filing.
HighVista Strategies LLC, HighVista GP, LLC, HighVista GP Limited Partnership, HighVista I Limited Partnership, HighVista II Limited Partnership, HighVista III, Ltd, HighVista V Limited Partnership, XL Re Ltd, Brian H. Chu, Andre F. Perold disclosed a new substantial SAExploration Holdings, Inc. shareholding (8.80% of votes).
Brian Taylor, Pine River Capital Management L.P, Pine River Master Fund Ltd disclosed a new substantial SAExploration Holdings, Inc. shareholding (7.10% of votes).
Trio raised $60 million selling 6 million units at $10, each unit a share plus a warrant at $7.50, alongside $3.55 million of warrants bought privately by the founders and the underwriter. The clock now started on finding an acquisition.
The company begins as Trio Merger Corp, a blank-cheque vehicle: its listing prospectus went effective and the offering was immediately increased by a fifth. Nothing was owned yet - the plan was to raise cash and find a business to buy.
