Merger Agreement (Details Textual) |
9 Months Ended | ||
|---|---|---|---|
|
Sep. 07, 2018
USD ($)
$ / shares
shares
|
Sep. 30, 2018
USD ($)
$ / shares
shares
|
Sep. 30, 2018
£ / shares
|
|
| Business Combination, Consideration Transferred | $ 610,000,000 | ||
| Business Acquisition, Share Price | $ / shares | $ 10.20 | ||
| Share Price | (per share) | $ 10.20 | £ 0.02 | |
| Appointment Of Directors Description | (i) one additional director to the Newco board of directors if it owns more than 5% of the issued and outstanding shares of Newco common stock post-Closing; (ii) two additional directors to the Newco board of directors if it owns more than 15% of the issued and outstanding shares of Newco common stock post-Closing; and (ii) three additional directors to the Newco board of directors if it owns more than 25% of the issued and outstanding shares of Newco common stock post-Closing. | ||
| Additional Common Stock To Be Issued Number | shares | 190,632 | ||
| Conversion of Stock, Description | The Series A Preferred Stock will not pay dividends and will be convertible into shares of Industrea common stock at a 1:1 ratio (subject to customary adjustments) at any time following six months after the Closing. Newco will have the right to redeem all or a portion of the Series A Preferred Stock at its election after four years for cash at a redemption price equal to the amount of the principal investment plus an additional cumulative amount that will accrue at an annual rate of 7.0% thereon. In addition, if the volume weighted average price of shares of Newco common stock equals or exceeds $13.00 for 30 consecutive days, then Newco shall have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Newco common stock, at a ratio of 1:1 (subject to customary adjustments). | ||
| Proceeds from Other Short-term Debt | $ 350,000,000 | ||
| Proceeds from Lines of Credit | 60,000,000 | ||
| Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | $ 106,500,000 | 106,500,000 | |
| Reimbursement Of OutOfPocket Fees And Expenses | $ 3,000,000 | ||
| Additional Remaining Redemption Offset Description | (i) 1,523,965 plus (ii) 25% of the total number of shares of Class A common stock purchased by the Argand Investor pursuant to its obligation to offset up to $25.0 million of Redemptions under the Argand Subscription Agreement. | ||
| Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Description | Under the Merger Agreement and related agreements (including certain of the Rollover Agreements), Redemptions, if any, will be offset in the following manner: (i) the first $106.5 million of Redemptions will be offset using proceeds from the Debt Financing and the PIPE Financing; (ii) the next $25.0 million of Redemptions will be offset by the sale to the Argand Investor of Industrea common stock at $10.20 per share under the Argand Subscription Agreement; and (iii) any remaining Redemptions will be offset by the contribution by Peninsula of additional shares of CPH’s capital stock to Newco in exchange for additional shares of Newco common stock, with the Sponsor forfeiting to Industrea for cancellation a number of shares of Founder Shares equal to 10% of the number of shares issued to Peninsula under this clause (iii) (such that the net dilutive effect of such sale is equivalent to a sale price of $10.20). | ||
| Term Loan [Member] | |||
| Debt Instrument, Term | 7 years | ||
| Revolving Credit Facility [Member] | |||
| Debt Instrument, Term | 5 years | ||
| Maximum [Member] | |||
| Business Combination Consideration Payable in Cash | $ 550,000,000 | ||
| Minimum [Member] | |||
| Business Combination Consideration Payable in Cash | $ 446,900,000 | ||
| Argand Partners Fund LP [Member] | |||
| Share Price | $ / shares | $ 10.20 | $ 10.20 | |
| Common Stock To Be Issued Number | shares | 5,333,333 | ||
| Common Stock To Be Issued Value | $ 54,400,000 | ||
| Additional Common Stock To Be Issued Number | shares | 2,450,980 | ||
| Additional Common Stock To Be Issued Value | $ 25,000,000 | $ 25,000,000 | |
| Investor [Member] | |||
| Share Price | $ / shares | $ 10.20 | ||
| Common Stock To Be Issued Number | shares | 1,715,686 | ||
| Common Stock To Be Issued Value | $ 17,500,000 | ||
| Series A Preferred Stock [Member] | Investor [Member] | |||
| Share Price | $ / shares | $ 10.20 | ||
| Common Stock To Be Issued Number | shares | 2,450,980 | ||
| Common Stock To Be Issued Value | $ 25,000,000 | ||
| Common Class A [Member] | |||
| Surrender Of Shares Description | In addition, the Sponsor has agreed to surrender for no consideration upon the closing of the Rollover, a number of Founder Shares (or at the Sponsor’s option, shares of Class A common stock) equal to ten percent (10%) of the aggregate number of shares of Newco common stock issued to Peninsula, if any, pursuant to Peninsula’s agreement to offset Redemptions pursuant to its Rollover Agreement. |