Full Press Release Details
LONGVIEW ACQUISITION CORP.
PRO FORMA BALANCE SHEET
| Actual as of May 26, 2020 | Pro Forma Adjustments June 9, 2020 | Pro Forma Adjustments June 26, 2020 | As Adjusted as of May 26, 2020 | |||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||
| ASSETS | ||||||||||||||||||
| Current Assets | ||||||||||||||||||
| Cash | $ | 3,044,596 | $ | (1,080,000 | ) | (d) | $ | - | $ | 1,964,596 | ||||||||
| Prepaid expenses and other current assets | 26,800 | - | - | 26,800 | ||||||||||||||
| Total Current Assets | 3,071,396 | (1,080,000 | ) | - | 1,991,396 | |||||||||||||
| Cash held in Trust Account | 360,000,000 | 40,000,000 | (a) | 14,000,000 | (f) | 414,000,000 | ||||||||||||
| (800,000 | ) | (b) | (280,000 | ) | (g) | |||||||||||||
| 800,000 | (d) | 280,000 | (i) | |||||||||||||||
| Total Assets | $ | 363,071,396 | $ | 38,920,000 | $ | 14,000,000 | $ | 415,991,396 | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||||
| Current Liabilities | ||||||||||||||||||
| Accrued expenses | $ | 1,000 | $ | - | $ | - | $ | 1,000 | ||||||||||
| Accrued offering costs | 497,248 | - | - | 497,248 | ||||||||||||||
| Due to Sponsor | 1,080,000 | (1,080,000 | ) | (d) | - | - | ||||||||||||
| Promissory note - related party | 191,000 | - | - | 191,000 | ||||||||||||||
| Total Current Liabilities | 1,769,248 | (1,080,000 | ) | - | 689,248 | |||||||||||||
| Deferred underwriting fee payable | 12,600,000 | 1,400,000 | (c) | 490,000 | (h) | 14,490,000 | ||||||||||||
| Total Liabilities | 14,369,248 | 320,000 | 490,000 | 15,179,248 | ||||||||||||||
| Commitments | ||||||||||||||||||
| Class A common stock, $0.0001 par value, subject to possible redemption, 34,370,214 and 39,581,214 shares as of May 26, 2020 and as adjusted as of May 26, 2020, respectively, at $10.00 per share | 343,702,140 | 38,600,000 | (e) | 13,510,000 | (j) | 395,812,140 | ||||||||||||
| Stockholders' Equity: | ||||||||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | - | - | - | - | ||||||||||||||
| Class A Common stock, $0.0001 par value; 200,000,000 shares authorized; 1,629,786 and 1,818,786 shares as of May 26, 2020 and as adjusted as of May 26, 2020, respectively, issued and outstanding (excluding 34,370,214 and 39,581,214 shares, respectively, subject to possible redemption) | 163 | 400 | (a) | 140 | (f) | 182 | ||||||||||||
| (386 | ) | (e) | (135 | ) | (j) | |||||||||||||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding | 1,035 | - | - | 1,035 | ||||||||||||||
| Additional paid-in capital | 4,999,810 | 39,999,600 | (a) | 13,999,860 | (f) | 4,999,791 | ||||||||||||
| (800,000 | ) | (b) | (280,000 | ) | (g) | |||||||||||||
| (1,400,000 | ) | (c) | (490,000 | ) | (h) | |||||||||||||
| 800,000 | (d) | 280,000 | (i) | |||||||||||||||
| (38,599,614 | ) | (e) | (13,509,865 | ) | (j) | |||||||||||||
| Accumulated deficit | (1,000 | ) | - | - | (1,000 | ) | ||||||||||||
| Total Stockholders' Equity | 5,000,008 | - | - | 5,000,008 | ||||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 363,071,396 | $ | 38,920,000 | $ | 14,000,000 | $ | 415,991,396 |
See accompanying note to the pro forma balance sheet.
LONGVIEW ACQUISITION CORP.
NOTE TO PRO FORMA BALANCE SHEET
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Longview Acquisition Corp. (the "Company") as of May 26, 2020, adjusted for the closing of the underwriters'
over-allotment option in full and related transactions, which occurred on June 9, 2020 and June 26, 2020, as described below.
On June 9, 2020, the Company consummated the closing of the sale of 4,000,000 additional units (the "Units") at a price of $10.00 per Unit upon receiving notice of the underwriters' election to
partially exercise their over-allotment option, generating additional gross proceeds of $40,000,000 to the Company. Each Unit consists of one share of the Company's Class A common stock (the "Common Stock") and one-third of one redeemable warrant
("Public Warrant"). Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Simultaneously with the exercise of the over-allotment option, the Company consummated the private placement of an
additional 533,333 warrants (the "Private Placement Warrants"), at a purchase price of $1.50 per Private Placement Warrant, to Longview Investors LLC, generating gross proceeds of $800,000. Transaction costs amounted to $2,200,000, consisting of
$800,000 in cash underwriting fees and $1,400,000 of additional underwriting fees, which have been deferred until the completion of the Company's Business Combination. As a result of the underwriters' election to partially exercise their
over-allotment option, 1,000,000 Founder Shares are no longer subject to forfeiture.
On June 26, 2020, the Company consummated the closing of the sale of 1,400,000 additional Units at a price of $10.00 per Unit upon receiving notice of the underwriters' election to exercise their
remaining over-allotment option, generating additional gross proceeds of $14,000,000 to the Company. Simultaneously with the exercise of the remaining over-allotment option, the Company consummated the private placement of an additional 186,667
Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, to Longview Investors LLC, generating gross proceeds of $280,000. Transaction costs amounted to $770,000, consisting of $280,000 in cash underwriting fees and
$490,000 of additional underwriting fees, which have been deferred until the completion of the Company's Business Combination. As a result of the underwriters' election to exercise their remaining over-allotment option, 1,350,000 Founder Shares are
no longer subject to forfeiture.
Pro forma adjustments to reflect the exercise of the underwriters' over-allotment option are as follows:
| Pro forma entries: | Debit | Credit | |||||||
| a. | Cash held in Trust Account | 40,000,000 | |||||||
| Class A common stock | 400 | ||||||||
| Additional paid-in capital | 39,999,600 | ||||||||
| To record sale of 4,000,000 Units on over-allotment option at $10.00 per Unit. | |||||||||
| b. | Additional paid-in capital | 800,000 | |||||||
| Cash held in Trust Account | 800,000 | ||||||||
| To record payment of 2.0% of cash underwriting fee on over-allotment option. | |||||||||
| c. | Additional paid-in capital | 1,400,000 | |||||||
| Deferred underwriting fee payable | 1,400,000 | ||||||||
| To record the liability for the 3.5% deferred underwriting fees on over-allotment option. | |||||||||
| d. | Cash held in Trust Account | 800,000 | |||||||
| Due to Sponsor | 1,080,000 | ||||||||
| Cash | 1,080,000 | ||||||||
| Additional paid in capital | 800,000 | ||||||||
| To record sale of 533,333 over-allotment Private Placement Warrants at $1.50 per warrant and repayment of funds due to Sponsor. | |||||||||
| e. | Class A common stock | 386 | |||||||
| Additional paid-in capital | 38,599,614 | ||||||||
| Common Stock Subject to Redemption | 38,600,000 | ||||||||
| To reclassify Class A common stock out of permanent equity into mezzanine redeemable shares. | |||||||||
| f. | Cash held in Trust Account | 14,000,000 | |||||||
| Class A common stock | 140 | ||||||||
| Additional paid-in capital | 13,999,860 | ||||||||
| To record sale of 1,400,000 Units on over-allotment option at $10.00 per Unit. |
LONGVIEW ACQUISITION CORP.
NOTE TO PRO FORMA BALANCE SHEET
| g. | Additional paid-in capital | 280,000 | |||||||
| Cash held in Trust Account | 280,000 | ||||||||
| To record payment of 2.0% of cash underwriting fee on over-allotment option. | |||||||||
| h. | Additional paid-in capital | 490,000 | |||||||
| Deferred underwriting fee payable | 490,000 | ||||||||
| To record the liability for the 3.5% deferred underwriting fees on over-allotment option. | |||||||||
| i. | Cash held in Trust Account | 280,000 | |||||||
| Additional paid in capital | 280,000 | ||||||||
| To record sale of 186,667 over-allotment Private Placement Warrants at $1.50 per warrant and repayment of funds due to Sponsor. | |||||||||
| j. | Class A common stock | 135 | |||||||
| Additional paid-in capital | 13,509,865 | ||||||||
| Common Stock Subject to Redemption | 13,510,000 | ||||||||
| To reclassify Class A common stock out of permanent equity into mezzanine redeemable shares. |