EX-99.A1B 3 ex_157737.htm EXHIBIT (A)(1)(B) ex_157694.htm

Exhibit (a)(1)(B)

 

LETTER OF TRANSMITTAL

 

Offer To Purchase Up to 20,700,000 Public Warrants

To Purchase Shares of Class A Common Stock

Par Value $0.0001 Per Share

Of

PURE ACQUISITION CORP.

At a Purchase Price of $1.00 In Cash Per Public Warrant

 

THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON OCTOBER 10, 2019, OR SUCH LATER TIME AND DATE TO WHICH THE OFFEROR MAY EXTEND. PUBLIC WARRANTS OF THE COMPANY TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW).

 

The Depositary for the Offer is:

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

By First Class Mail:
One State Street, 30th Floor

New York, NY 10004
Attn: Corporate Actions/Pure Warrant Tender

 

By Overnight or Hand Delivery:
One State Street, 30th Floor

New York, NY 10004
Attn: Corporate Actions/Pure Warrant Tender

 

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, PUBLIC WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH BOOK-ENTRY TRANSFER, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER OF PUBLIC WARRANTS, AND EXCEPT AS OTHERWISE PROVIDED IN THE INSTRUCTIONS BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE HOLDER OF PUBLIC WARRANTS HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL, THE TENDERED PUBLIC WARRANTS AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

 

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

 

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HighPeak Energy Partners II, LP (the “Offeror”), a Delaware limited partnership, has delivered to the undersigned a copy of the Offer to Purchase dated September 12, 2019 (the “Offer to Purchase”) and this letter of transmittal (as it may be supplemented and amended from time to time, this “Letter of Transmittal”), which together set forth the offer of the Offeror to purchase up to 20,700,000 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of Pure Acquisition Corp., a Delaware corporation (the “Company”), each of which was sold as part of the units issued in the Company’s initial public offering which closed on April 17, 2018 (the “IPO”), at a purchase price of $1.00 in cash per Public Warrant (the “Offer”).

 

This Offer is being made to all holders of Public Warrants. As of September 12, 2019, there were 20,700,000 Public Warrants outstanding. Pursuant to the Offer, the Offeror is offering to purchase up to an aggregate of 20,700,000 Public Warrants at a purchase price of $1.00 per Public Warrant.

 

The Public Warrants are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PACQW.” The Public Warrants are governed by the Warrant Agreement, dated as of April 12, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

 

The Offer is made solely upon the terms and conditions in the Offer to Purchase and in this Letter of Transmittal. The Offer will be open until 11:59 p.m., Eastern Time, on October 10, 2019, or such later time and date to which the Offeror may extend (the period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period,” and the date and time at which the Offer Period ends is referred to as the “Expiration Date”).

 

Each holder of Public Warrants whose Public Warrants are purchased pursuant to the Offer will receive a payment of $1.00 in cash per Public Warrant tendered. Any holder of Public Warrants that participates in the Offer may tender some or all of its Public Warrants for purchase.

 

The Offeror may withdraw the Offer only if the conditions to the Offer are not satisfied or waived prior to the Expiration Date. Promptly upon any such withdrawal, the Offeror will return the tendered Public Warrants to the holders.

 

This Letter of Transmittal is to be used to accept the Offer if the applicable Public Warrants are to be tendered by effecting a book-entry transfer into the Depositary’s account at the Depository Trust Company (“DTC”) and instructions are not being transmitted through DTC’s Automated Tender Offer Program (“ATOP”). Except in instances where a holder intends to tender Public Warrants through ATOP, the holder should complete, execute and deliver this Letter of Transmittal to indicate the action it desires to take with respect to the Offer.

 

Holders of Public Warrants tendering Public Warrants by book-entry transfer to the Depositary’s account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal. DTC participants accepting the Offer may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Depositary’s account at DTC. DTC will then send an “Agent’s Message” to the Depositary for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the Agent’s Message.

 

As used in this Letter of Transmittal with respect to the tender procedures set forth herein, the term “registered holder” means any person in whose name Public Warrants are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the Public Warrants.

 

THE OFFER IS NOT MADE TO THOSE HOLDERS OF PUBLIC WARRANTS WHO RESIDE IN ANY JURISDICTION WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

 

PLEASE SEE THE INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL BEGINNING ON PAGE 9 FOR THE PROPER USE AND DELIVERY OF THIS LETTER OF TRANSMITTAL.

 

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DESCRIPTION OF PUBLIC WARRANTS TENDERED

 

List below the Public Warrants to which this Letter of Transmittal relates. If the space below is inadequate, list the registered Public Warrant certificate numbers on a separate signed schedule and affix the list to this Letter of Transmittal.

 

Name(s) and Address(es)
of Registered Holder(s)
of Public Warrants

 

Number of

Public Warrants
Tendered

     
     
   

Total:

 

CHECK HERE IF THE PUBLIC WARRANTS LISTED ABOVE ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

 

Name of Tendering Institution:        
     
Account Number:     
     
Transaction Code Number:    

 

By crediting the Public Warrants to the Depositary’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Offer, including, if applicable, transmitting to the Depositary an Agent’s Message in which the holder of the Public Warrants acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in this Letter of Transmittal, the participant in DTC confirms on behalf of itself and the beneficial owner(s) of such Public Warrants all provisions of this Letter of Transmittal applicable to it and such beneficial owner(s) as fully as if it had completed the required information and executed and transmitted this Letter of Transmittal to the Depositary.

 

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

 

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Pure Acquisition Corp.
c/o Continental Stock Transfer & Trust Company, as the Depositary
One State Street, 30th Floor

New York, NY 10004
Attn: Corporate Actions/Pure Warrant Tender

 

Upon and subject to the terms and conditions set forth in the Offer to Purchase and in this Letter of Transmittal, receipt of which is hereby acknowledged, the undersigned hereby:

 

 

(i)

tenders to the Offeror for purchase, pursuant to the Offer, the number of Public Warrants indicated above under “Description of Public Warrants Tendered—Number of Public Warrants Tendered;”

 

 

(ii)

subscribes to the purchase price of $1.00 per Public Warrant tendered pursuant to the Offer; and

 

Except as stated in the Offer to Purchase, the tender made hereby is irrevocable. The undersigned understands that this tender will remain in full force and effect unless and until such tender is withdrawn and revoked in accordance with the procedures set forth in the Offer to Purchase and this Letter of Transmittal. The undersigned understands that this tender may not be withdrawn after the Expiration Date, and that a notice of withdrawal will be effective only if delivered to the Depositary in accordance with the specific withdrawal procedures set forth in the Offer to Purchase.

 

If the undersigned holds Public Warrants for beneficial owners, the undersigned represents that it has received from each beneficial owner thereof a duly completed and executed form of  “Instructions Form” in the form attached to the “Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees,” which was sent to the undersigned by the Offeror with this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

 

If the undersigned is not the registered holder of the Public Warrants indicated under “Description of Public Warrants Tendered” above or such holder’s legal representative or attorney-in-fact (or, in the case of Public Warrants held through DTC, the DTC participant for whose account such Public Warrants are held), then the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in fact) to deliver a consent in respect of such Public Warrants on behalf of the holder thereof, and such proxy is being delivered to the Depositary with this Letter of Transmittal.

 

The undersigned understands that, upon and subject to the terms and conditions set forth in the Offer to Purchase and this Letter of Transmittal, Public Warrants properly tendered and not withdrawn that are accepted for purchase will be purchased at the purchase price of $1.00 per Public Warrant tendered. The undersigned understands that, under certain circumstances, the Offeror may not be required to accept any of the Public Warrants tendered (including any Public Warrants tendered after the Expiration Date). If any Public Warrants are not accepted for purchase for any reason or if tendered Public Warrants are withdrawn, such unpurchased or withdrawn Public Warrants will be returned without expense to the tendering holder.

 

Subject to, and effective upon, the Offeror’s acceptance of the undersigned’s tender of Public Warrants for purchase pursuant to the Offer as indicated under “Description of Public Warrants Tendered — Number of Public Warrants Tendered” above, the undersigned hereby:

 

 

(i)

assigns and transfers to, or upon the order of, the Offeror, all rights, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, such Public Warrants;

 

 

(ii)

waives any and all rights with respect to such Public Warrants (except as to any claims of such holder under Federal securities laws and the rules and regulations thereunder);

 

 

(iii)

releases and discharges the Offeror from any and all claims the undersigned may have now, or may have in the future, arising out of or related to such Public Warrants (except as to any claims of such holder under Federal securities laws and the rules and regulations thereunder);

 

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(iv)

acknowledges that the Offer is discretionary and may be extended, modified, suspended or terminated by the Offeror as provided in the Offer to Purchase; and

 

 

(v)

acknowledges the future value of the Public Warrants is unknown and cannot be predicted with certainty.

 

The undersigned understands that tenders of Public Warrants pursuant to any of the procedures described in the Offer to Purchase and in the instructions in this Letter of Transmittal, if and when accepted by the Offeror, will constitute a binding agreement between the undersigned and the Offeror upon the terms and subject to the conditions of the Offer.

 

Effective upon acceptance for purchase, the undersigned hereby irrevocably constitutes and appoints the Depositary, acting as agent for the Company, as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Public Warrants tendered hereby, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

 

 

(i)

transfer ownership of such Public Warrants on the account books maintained by DTC together with all accompanying evidences of transfer and authenticity to or upon the order of the Company;

 

 

(ii)

present such Public Warrants for transfer of ownership on the books of the Company;

 

 

(iii)

cause ownership of such Public Warrants to be transferred to, or upon the order of, the Company, on the books of the Company or its agent and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and

 

 

(iv)

receive all benefits and otherwise exercise all rights of beneficial ownership of such Public Warrants;

 

all in accordance with the terms of the Offer, as described in the Offer to Purchase and this Letter of Transmittal.

 

The undersigned hereby represents, warrants and agrees that:

 

 

(i)

the undersigned has full power and authority to tender the Public Warrants tendered hereby and to sell, exchange, assign and transfer all right, title and interest in and to such Public Warrants;

 

 

(ii)

the undersigned has full power and authority to receive cash payment for tendered Public Warrants pursuant to the Offer;

 

 

(iii)

the undersigned has good, marketable and unencumbered title to the Public Warrants tendered hereby, and upon acceptance of such Public Warrants by the Offeror for purchase pursuant to the Offer, the Offeror will acquire good, marketable and unencumbered title to such Public Warrants, in each case free and clear of any security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations of any kind, and not subject to any adverse claim;

 

 

(v)

the undersigned will, upon request, execute and deliver any additional documents deemed by the Offeror or the Depositary to be necessary or desirable to complete and give effect to the transactions contemplated hereby;

 

 

(vi)

the undersigned has received and reviewed the Offer to Purchase and this Letter of Transmittal;

 

 

(vii)

the undersigned acknowledges that none of the Offeror, the information agent, the Depositary, the dealer manager or any person acting on behalf of any of the foregoing has made any statement, representation or warranty, express or implied, to the undersigned with respect to the Company, the Offer, or the Public Warrants, other than the information included in the Offer to Purchase (as amended or supplemented prior to the Expiration Date);

 

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(viii)

the terms and conditions of the Offer to Purchase shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, which shall be read and construed accordingly;

 

 

(ix)

the undersigned understands that tenders of Public Warrants pursuant to the Offer and in the instructions hereto constitute the undersigned’s acceptance of the terms and conditions of the Offer;

 

 

(x)

the undersigned is voluntarily participating in the Offer; and

 

 

(xi)

the undersigned agrees to all of the terms of the Offer.

 

Unless otherwise indicated under “Special Issuance Instructions” below, the Offeror will issue in the name(s) of the undersigned as indicated under “Description of Public Warrants Tendered” above, the cash payment (less the amount of any federal income or backup withholding tax required to be withheld) to which the undersigned is entitled pursuant to the terms of the Offer in respect of the Public Warrants tendered and purchased pursuant to this Letter of Transmittal. If the “Special Issuance Instructions” below are completed, the Offeror will issue cash payment in the name of the person or account indicated under “Special Issuance Instructions.”

 

The undersigned agrees that the Offeror has no obligation under the “Special Issuance Instructions” provision of this Letter of Transmittal to effect the transfer of any Public Warrants from the holder(s) thereof if the Offeror does not accept for purchase any of the Public Warrants tendered pursuant to this Letter of Transmittal.

 

The acknowledgments, representations, warranties and agreements of the undersigned in this Letter of Transmittal will be deemed to be automatically repeated and reconfirmed on and as of each of the Expiration Date and completion of the Offer. The authority conferred or agreed to be conferred in this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

 

The undersigned acknowledges that the undersigned has been advised to consult with its own legal counsel and other advisors (including tax advisors) as to the consequences of participating or not participating in the Offer.

 

 

 

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS, INCLUDING
INSTRUCTIONS 3, 4 AND 5)

 

 

To be completed ONLY if the cash payment issued pursuant to the Offer for Public Warrants tendered hereby and any Public Warrants delivered to the Depositary herewith but not tendered and purchased pursuant to the Offer, are to be issued in the name of someone other than the undersigned. Issue all such payments untendered Public Warrants to:

 
 
Name:    
 

Address:

   

 

 

(PLEASE PRINT OR TYPE)
(INCLUDE ZIP CODE)
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

 

 

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IMPORTANT: PLEASE SIGN HERE
(SEE INSTRUCTIONS AND ALSO COMPLETE ACCOMPANYING IRS FORM W-9 OR APPROPRIATE IRS FORM W-8)

 
 

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders the Public Warrants indicated in the table above entitled “Description of Public Warrants Tendered.”

 
 

SIGNATURES REQUIRED
Signature(s) of Registered Holder(s) of Public Warrants

 
 
X    
     

X

   

 

Date:    

 

 

(The above lines must be signed by the registered holder(s) of Public Warrants as the name(s) appear(s) on the Public Warrants or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed assignment from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Public Warrants to which this Letter of Transmittal relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by the Offeror, submit evidence satisfactory to the Offeror of such person’s authority so to act. See Instruction 3 regarding the completion and execution of this Letter of Transmittal.)

 
Name:    
     
Capacity:    
     
Address:    

 

Area Code and Telephone Number: 

   

 

 

(PLEASE PRINT OR TYPE)
(INCLUDE ZIP CODE)

 
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GUARANTEE OF SIGNATURE(S) (IF REQUIRED)
(SEE INSTRUCTIONS, INCLUDING INSTRUCTION 4)

 

Certain signatures must be guaranteed by Eligible Institution.

Signature(s) guaranteed by an Eligible Institution:

 
 

Authorized Signature

 
 

Title

 
 

Name of Firm

 
 

Address, Including Zip Code

 
 

Area Code and Telephone Number

 

Date:    
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

 

1.           Delivery of Letter of Transmittal and Public Warrants. This Letter of Transmittal is to be used only if tenders of Public Warrants are to be made by book-entry transfer to the Depositary’s account at DTC and instructions are not being transmitted through ATOP with respect to such tenders.

 

Public Warrants may be validly tendered pursuant to the procedures for book-entry transfer as described in the Offer to Purchase. In order for Public Warrants to be validly tendered by book-entry transfer, the Depositary must receive the following prior to the Expiration Date, except as otherwise permitted by use of the procedures for guaranteed delivery as described below:

 

 

(i)

timely confirmation of the transfer of such Public Warrants to the Depositary’s account at DTC (a “Book-Entry Confirmation”);

 

 

(ii)

either a properly completed and duly executed Letter of Transmittal, or a properly transmitted “Agent’s Message” if the tendering holder of Public Warrants has not delivered a Letter of Transmittal; and

 

 

(iii)

any other documents required by this Letter of Transmittal.

 

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC purchasing the Public Warrants that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Offeror may enforce such agreement against the participant. If you are tendering by book-entry transfer, you must expressly acknowledge that you have received and agree to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against you.

 

Delivery of a Letter of Transmittal to the Offeror or DTC will not constitute valid delivery to the Depositary. No Letter of Transmittal should be sent to the Offeror or DTC.

 

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, TENDERED PUBLIC WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR AGENT’S MESSAGE DELIVERED THROUGH ATOP, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER OF PUBLIC WARRANTS, AND EXCEPT AS OTHERWISE PROVIDED IN THESE INSTRUCTIONS, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE HOLDER OF PUBLIC WARRANTS HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL, THE TENDERED PUBLIC WARRANTS AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

 

Neither the Offeror nor the Depositary is under any obligation to notify any tendering holder of the Offeror’s acceptance of tendered Public Warrants.

 

2.     Guaranteed Delivery. Holders of Public Warrants desiring to tender Public Warrants pursuant to the Offer but whose Public Warrants cannot otherwise be delivered with all other required documents to the Depositary prior to the Expiration Date may nevertheless tender Public Warrants, as long as all of the following conditions are satisfied:

 

 

(i)

the tender must be made by or through an “Eligible Institution” (as defined in Instruction 4);

 

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(ii)

a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Offeror to the undersigned with this Letter of Transmittal (with any required signature guarantees) must be received by the Depositary, at its address set forth in this Letter of Transmittal, prior to the Expiration Date; and

 

 

(iii)

a confirmation of a book-entry transfer into the Depositary’s account at DTC of all Public Warrants delivered electronically, in each case together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees (or, in the case of a book-entry transfer without delivery of a Letter of Transmittal, an Agent’s Message), and any other documents required by this Letter of Transmittal, must be received by the Depositary within two days that the Nasdaq is open for trading after the date the Depositary receives such Notice of Guaranteed Delivery, all as provided in the Offer to Purchase.

 

A holder of Public Warrants may deliver the Notice of Guaranteed Delivery by facsimile transmission or mail to the Depositary.

 

Except as specifically permitted by the Offer to Purchase, no alternative or contingent purchases will be accepted.

 

3.     Signatures on Letter of Transmittal and other Documents. For purposes of the tender procedures set forth in this Letter of Transmittal, the term “registered holder” means any person in whose name Public Warrants are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the Public Warrants.

 

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or others acting in a fiduciary or representative capacity, such person must so indicate when signing and, unless waived by the Offeror, must submit to the Depositary proper evidence satisfactory to the Offeror of the authority so to act.

 

4.     Guarantee of Signatures. No signature guarantee is required if:

 

 

(i)

this Letter of Transmittal is signed by the registered holder of the Public Warrants and such holder has not completed the box entitled “Special Issuance Instructions”; or

 

 

(ii)

such Public Warrants are tendered for the account of an Eligible Institution. An “Eligible Institution” is a bank, broker dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

 

IN ALL OTHER CASES, AN ELIGIBLE INSTITUTION MUST GUARANTEE ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL BY COMPLETING AND SIGNING THE TABLE ENTITLED “GUARANTEE OF SIGNATURE(S)” ABOVE.

 

5.     Public Warrants Tendered. Any holder of Public Warrants who chooses to participate in the Offer may tender some or all of such holder’s Public Warrants pursuant to the terms of the Offer.

 

6.     Inadequate Space. If the space provided under “Description of Public Warrants Tendered” is inadequate, the name(s) and address(es) of the registered holder(s), number of Public Warrants being delivered herewith, and number of such Public Warrants tendered hereby should be listed on a separate, signed schedule and attached to this Letter of Transmittal.

 

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7.     Validity of Tenders. All questions as to the number of Public Warrants to be accepted, and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Public Warrants will be determined by the Offeror in its sole discretion, which determinations shall be final and binding on all parties. The Offeror reserves the absolute right to reject any or all tenders of Public Warrants it determines not to be in proper form or to reject those Public Warrants, the acceptance of which may, in the opinion of the Offeror’s counsel, be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in the tender of any particular Public Warrant, whether or not similar defects or irregularities are waived in the case of other tendered Public Warrants. The Offeror’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Public Warrants must be cured within such time as the Offeror shall determine. None of the Offeror, the Depositary, the information agent, the dealer manager or any other person is or will be obligated to give notice of any defects or irregularities in tenders of Public Warrants, and none of them will incur any liability for failure to give any such notice. Tenders of Public Warrants will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Any Public Warrants received by the Depositary that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Depositary to the holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date. Holders of Public Warrants who have any questions about the procedure for tendering Public Warrants in the Offer should contact the information agent at the address and telephone number indicated herein.

 

8.     Waiver of Conditions. The Offeror reserves the absolute right to waive any condition, other than as described in the section of the Offer to Purchase entitled “The Offer— General Terms — Conditions to the Offer.

 

9.     Withdrawal. Tenders of Public Warrants may be withdrawn only pursuant to the procedures and subject to the terms set forth in the section of the Offer to Purchase entitled “The Offer  — Withdrawal Rights.” Holders of Public Warrants can withdraw tendered Public Warrants at any time prior to the Expiration Date, and Public Warrants that the Offeror has not accepted for purchase by October 10, 2019, may thereafter be withdrawn at any time after such date until such Public Warrants are accepted by the Offeror for purchase pursuant to the Offer. Except as otherwise provided in the ​Offer to Purchase, in order for the withdrawal of Public Warrants to be effective, a written notice of withdrawal satisfying the applicable requirements for withdrawal set forth in the section of the Offer to Purchase entitled “The Offer  — Withdrawal Rights” must be timely received from the holder by the Depositary at its address stated herein, together with any other information required as described in such section of the Offer to Purchase. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Offeror, in its reasonable discretion, and its determination shall be final and binding. None of the Offeror, the Depositary, the information agent, the dealer manager or any other person is under any duty to give notification of any defect or irregularity in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Public Warrants properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, at any time prior to the Expiration Date, a holder of Public Warrants may re-tender withdrawn Public Warrants by following the applicable procedures discussed in the Offer to Purchase and this Letter of Transmittal.

 

10.     Important Tax Information and Form W-9. Under the U.S. federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 24% of the gross proceeds payable to a Public Warrant holder or other payee pursuant to the Offer must be withheld and remitted to the Internal Revenue Service (the “IRS”), unless the Public Warrant holder or other payee provides its taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct and that the Public Warrant holder is exempt from backup withholding or otherwise establishes an exemption. Therefore, each tendering Public Warrant holder that is a U.S. Holder (as defined in “The Offer—Section 10. Material U.S. Federal Income Tax Consequences” of the Offer to Purchase) should complete and sign the Form W-9 included as part of this Letter of Transmittal in order to provide the information and certification necessary to avoid backup withholding. If a U.S. holder provides the Depositary with an incorrect taxpayer identification number, the U.S. holder may be subject to penalties imposed by the IRS. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures. Certain “exempt recipients” (including, among others, all corporations and certain Non-U.S. Holders, as defined in “The Offer—Section 10. Material U.S. Federal Income Tax Consequences” of the Offer to Purchase) are not subject to backup withholding. In order for a non-U.S. holder to qualify as an exempt recipient, that Public Warrant holder must submit to the Depositary an appropriate IRS Form W-8 (or successor form), signed under penalties of perjury, attesting to that Public Warrant holder’s exempt status. This form can be obtained from the Depositary. Backup withholding is not an additional tax and may be credited against U.S. federal income tax payable by a U.S. holder or, if such backup withholding exceeds such amount of tax payable, claimed as a refund.

 

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11.     Questions and Requests for Assistance and Additional Copies. Please direct questions or requests for assistance, or additional copies of the Offer to Purchase, Letter of Transmittal or other materials, in writing to the information agent for the Offer at:

 

 

The Information Agent for the Offer is:

 

Morrow Sodali LLC
470 West Avenue

Stamford, Connecticut 06902

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: PACQ.info@morrowsodali.com

 

IMPORTANT: THIS LETTER OF TRANSMITTAL, OR THE “AGENT’S MESSAGE” (IF TENDERING PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER WITHOUT EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL), TOGETHER WITH THE TENDERED PUBLIC WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO 11:59 P.M., EASTERN TIME, ON THE EXPIRATION DATE, UNLESS A NOTICE OF GUARANTEED DELIVERY IS RECEIVED BY THE DEPOSITARY BY SUCH DATE.

 

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The Depositary for the Offer is:

 

Continental Stock Transfer & Trust Company

 

One State Street, 30th Floor
New York, NY 10004
Attention: Corporate Actions/Pure Warrant Tender

 

Questions or requests for assistance may be directed to the information agent at the address and telephone number listed below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the information agent. Any holder of Public Warrants may also contact its broker, dealer, commercial bank or trust company for assistance concerning the Offer.

 

The Information Agent for the Offer is:

 

Morrow Sodali LLC
470 West Avenue

Stamford, Connecticut 06902

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: PACQ.info@morrowsodali.com 

 

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