Transaction Criteria

Unique solutions for companies and investors…

What is in it for a Business?

Terrapin 3 is more than just a purchaser of good businesses for cash. We offer great flexibility in what we acquire and how we structure the transaction. We can either buy the business with cash or issue stock. The seller can divest completely or partially and may retain control in the newly public company. This flexibility provides sellers the opportunity to go public without the pitfalls of the IPO process, such as market timing risk or the need to be in “fashionable” sectors. Most importantly, by merging with a SPAC like Terrapin 3, a seller knows up-front what “price” they will receive — as opposed to being subjected to the uncertainties of the IPO market and underwriter decisions at the time of the offering.

Terrapin 3 is a solution that can create liquidity and infuse capital

Terrain 3 has $213 million in trust in addition to $40 million committed from our Macquarie co-sponsor.  Therefore, there is up to $253 million available for a transaction (though we may also raise additional capital from our existing or new investors)  – and there is up to $122 million of additional capital available if and when investors exercise warrants to purchase TRTL shares at $11.50 per share.

Terrapin 3 capital may be used to:

  • Access liquidity and growth capital, reduce debt
  • Monetize current owners’ stake
  • Bridge valuation gaps from short-term events
  • Enable merger of two companies while going public
  • Sell a non-traditional story to public market investors
  • Certainty of minimum funding to close transaction from Macquarie component
  • Retain and provide future incentive to management
  • Create equity “currency” for future acquisitions

Broad range of potential targets

Terrapin 3 can provide solutions for a range of businesses and shareholders.

Enterprise value:  $200 million to $1.25 billion or greater

Location:  US or international

Current equity ownership type: Private company or public company in need of restructuring

Corporate status:  Standalone company or division of larger entity

Acquisition currency: Cash, public stock, preferred shares, debt

Post-transaction ownership by existing shareholders: Preferably 20% or more (including retaining control)

Sector / company:  Any, subject to certain priorities:

  • Solid management team in place
  • Long-term growth story, organic or acquisition
  • Some or complete public reporting infrastructure
  • Limited fundamental regulatory risk (e.g. not subject to FDA approval)
  • Not based on fad or transient trend
  • Competitive advantage, barriers to entry
  • Desire and justifiable reason to be public

Special Purpose Acquisition Company