That all Quinpario stockholders exercise their redemption rights, other than in respect of those shares for which a waiver of redemption or conversion rights has been obtained As a result of the commitments from the PIPE Investment (including in respect of those shares for which a waiver of redemption or conversion rights has been obtained), weĮxpect to be able to meet the $275.0 million minimum condition. In no event, however, will we consummate an initial business combination if such transaction would cause our net tangible assets toīe less than $5,000,001. PIPE Investment to meet the $275.0 million minimum condition. Each redemption of shares of Quinpario Common Stock by our public stockholders will decrease the amount in our Trust Account, requiring us to raise additional proceeds in the Our certificate of incorporation, holders of Quinpario Common Stock will have the right to redeem their shares for their pro rata portion of the Trust Account in connection with the completion of theīusiness Combination. As of March 31, 2017, there was approximately $201.1 million remaining in our Trust Account, and we have secured committed funds in anĪmount equal to $275.5 million in the PIPE Investment (including in respect of those shares for which a waiver of redemption or conversion rights has been obtained). Is a condition to closing under the Business Combination Agreement that the sum of (a) the amount in our Trust Account at closing and (b) the proceeds of the PIPE We refer to the transactions contemplated by the Business Combination Agreement and the anticipatedįinancing transactions collectively herein as the "Business Combination." A copy of the Business Combination Agreement is attached to the accompanying proxy statement as Annex A. Novitex, to pay fees and expenses related to the transaction and for general corporate purposes. Quinpario Common Stock and Series A Convertible Preferred Stock, in a private placement and the proceeds of our debt financing will be used to refinance the existing debt of SourceHOV and Statement, in connection with the Business Combination, the cash held in our Trust Account, the anticipated proceeds from the sale of newly issued securities of Quinpario, which will consist of As further discussed in the accompanying proxy Quinpario Common Stock at the closing, and (ii) a wholly owned subsidiary of the Company will merge with and into SourceHOV, with SourceHOV surviving the merger, as a result of which a newlyįormed entity owned by SourceHOV's former equity holders will be entitled to receive 80,600,000 shares of Quinpario Common Stock at the closing. Pursuant to the Business CombinationĪgreement, (i) a wholly owned subsidiary of the Company will merge with and into Novitex, with Novitex surviving the merger, as a result of which Novitex's equity holders will be entitled to ("Novitex") and of SourceHOV Holdings, Inc. "Business Combination Agreement"), for the acquisition by us of Novitex Holdings, Inc. The Special Meeting, you will be asked to consider and vote upon a proposal (the "Business Combination Proposal") to approve a business combination agreement, as amended (the 2 ("Quinpario" or the "Company") at 1:00 p.m., Eastern time, on July 11,Ģ017, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022 (the "Special Meeting"). 2 Stockholders:Īre cordially invited to attend a special meeting of the stockholders of Quinpario Acquisition Corp. Statement number, or the Form or Schedule and the date of its filing.įorm, Schedule or Registration Statement No.:ĭear Quinpario Acquisition Corp. Identify the previous filing by registration Proposed maximum aggregate value of transaction:įee paid previously with preliminary materials.Ĭheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Title of each class of securities to which transaction applies:Īggregate number of securities to which transaction applies: Payment of Filing Fee (Check the appropriate box):įee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) (Name of Registrant as Specified In Its Charter)
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