PROXY STATEMENT
The special meeting (the “special
meeting”) of stockholders of Terrapin 3 Acquisition Corporation (“Terrapin,” “Company,” “we,”
“us” or “our”), a Delaware corporation, will be held on July 13, 2016 at 10:00 a.m, local time, at the
offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166 to consider and vote
upon the following proposals:
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a proposal to amend (the “Charter Amendment”) Terrapin’s amended and restated certificate of incorporation
(the “charter”) to extend the date by which Terrapin has to consummate a business combination (the “Extension”)
for an additional 150 days, from July 22, 2016 to December 19, 2016 (the “Extended Date”), provided that Terrapin has
executed a definitive agreement for a business combination on or before July 22, 2016; and
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a proposal to amend (the “Trust Amendment”) Terrapin’s investment management trust agreement, dated July
16, 2014 (the “trust agreement”), by and between Terrapin and Continental Stock Transfer & Trust Company (the “trustee”)
to extend the date on which to commence liquidating the trust account (“trust account”) established in connection with
the Company’s initial public offering (“IPO”) in the event Terrapin has not consummated a business combination
by the Extended Date.
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The Charter Amendment and the Trust Amendment
proposals are essential to the overall implementation of the board of directors’ plan to extend the date that Terrapin has
to complete a business combination. The purpose of the Charter Amendment and the Trust Amendment is to allow Terrapin more time
to complete an initial business combination, provided that Terrapin executes a definitive agreement for such business combination
on or prior to July 22, 2016. In the event that Terrapin enters into a definitive agreement for a business combination prior to
the special meeting, Terrapin will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing
the proposed business combination.
The affirmative vote of at least 65% of
the outstanding shares of Terrapin’s common stock is required to approve the Charter Amendment, and the affirmative vote
of at least 65% of the outstanding shares of Terrapin’s Class A common stock is required to approve the Trust Amendment.
Holders (“public stockholders”)
of shares of Terrapin’s Class A common stock (“public shares”) may elect to redeem their shares for their
pro
rata
portion of the funds available in the trust account in connection with the Charter Amendment and the Trust Amendment (the
“Election”) regardless of how such public stockholders vote in regard to those amendments. However, the Company will
not proceed with the Charter Amendment and the Trust Amendment if the redemption of public shares in connection therewith would
cause the Company to have net tangible assets of less than $5,000,001. If the Charter Amendment and the Trust Amendment are approved
by the requisite vote of stockholders (and not abandoned) and Terrapin executes a definitive agreement for a business combination
on or prior to July 22, 2016, the remaining public stockholders will retain their right to redeem their public shares for their
pro rata
portion of the funds available in the trust account upon consummation of the business combination when it is submitted
to the stockholders.
The withdrawal of funds from the trust account
in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining
in the trust account may be significantly reduced from the approximately $212.78 million that was in the trust account as of March
31, 2016. In such event, Terrapin may need to obtain additional funds to complete a business combination and there can be no assurance
that such funds will be available on terms acceptable to the parties or at all.
If the Charter Amendment and Trust Amendment
proposals are not approved and we do not consummate a business combination by July 22, 2016, as contemplated by our IPO prospectus
and in accordance with our charter, or if the Charter Amendment and Trust Amendment proposals are approved and we do not execute
a definitive agreement for a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of
winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available
funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working
capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
Prior to the IPO, Terrapin’s initial
stockholders waived their rights to participate in any liquidation distribution with respect to their shares of Terrapin’s
Class F common stock, par value $0.0001 per share, which were acquired by them prior to the IPO (the “founder shares”).
As a consequence of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be
no distribution from the trust account with respect to Terrapin’s warrants, which will expire worthless in the event we wind
up.
To protect amounts held in the trust account,
Messrs. Nathan Leight, Sanjay Arora and Guy Barudin have agreed that they will be jointly and severally liable to us, and MIHI
LLC, one of our sponsors and a subsidiary of Macquarie Group Limited, or Macquarie (ASX: MQG) (“MIHI”), has agreed
to indemnify such individuals for 50% of any such liability, if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a business combination transaction
agreement, reduce the amount of funds in the trust account to below $10.00 per public share or such lesser amount per public share
held in the trust account as of the date of the liquidation of the trust account due to reductions in value of the trust assets
other than due to the failure to obtain a waiver, in each case net of the amount of interest which may be withdrawn to pay taxes
or for working capital purposes. There is no assurance, however, that Messrs. Leight, Arora and Barudin will be able to satisfy
their joint and several obligations. Based on the cash available to Terrapin outside of its trust account for working capital and
Terrapin’s outstanding expenses owed to all creditors (both those that have signed trust waivers and those that have not),
it is not anticipated that Messrs. Leight, Arora and Barudin will have any indemnification obligations. Accordingly, regardless
of whether an indemnification obligation exists, the per share liquidation price for the public shares is anticipated to be approximately
$10.00. Nevertheless, Terrapin cannot assure you that the per share distribution from the trust account, if Terrapin liquidates,
will not be substantially less than $10.00 due to unforeseen claims of creditors.
Under the Delaware General Corporation Law
(the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions
received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended
to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party
claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and
an additional 150-day waiting period before any liquidating distributions can be made to stockholders, any liability stockholders
may have with respect to a liquidating distribution is limited to the lesser of such stockholder’s
pro rata
share
of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
anniversary of the dissolution.
However, because Terrapin will not be complying
with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at the time of
the adoption of the plan that will provide for our payment of all existing and pending claims or claims that may be potentially
brought against us within the ten years following our dissolution. Since we are a blank check company, rather than an operating
company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise
are from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
Approval of the Trust Amendment proposal
will constitute consent for Terrapin to instruct the trustee to (i) remove from the trust account an amount (the “Withdrawal
Amount”) equal to the
pro rata
portion of funds available in the trust account relating to the redeemed public shares
and (ii) deliver to the holders of such redeemed public shares their
pro rata
portion of the Withdrawal Amount. The remainder
of such funds shall remain in the trust account and be available for use by Terrapin to complete a business combination on or before
the Extended Date. Holders of public shares who do not redeem their public shares now, will retain their redemption rights and
their ability to vote on a business combination through the Extended Date if the Charter Amendment is approved.
At the time the Charter Amendment and Trust
Amendments become effective, Terrapin will amend the trust account agreement to (i) permit the withdrawal of the Withdrawal Amount
from the trust account and (ii) extend the date on which the trustee will liquidate the trust account to the Extended Date.
The record date for the special meeting
is May 27, 2016. Record holders of Terrapin common stock at the close of business on the record date are entitled to vote or have
their votes cast at the special meeting. On the record date, there were 26,593,750 outstanding shares of Terrapin common stock
including 21,275,000 outstanding public shares. Terrapin’s warrants do not have voting rights.
This proxy statement contains important
information about the special meeting and the proposals. Please read it carefully and vote your shares.
This proxy statement is dated June 10, 2016
and is first being mailed to stockholders on or about that date.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries
of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully
the entire document, including the annexes to this proxy statement.
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Why am I receiving this proxy statement?
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A. Terrapin is a blank check company incorporated in December 2013 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. In July 2014, Terrapin consummated its IPO from which it derived gross proceeds of $212,750,000, including proceeds from the exercise of the underwriters’ over-allotment option. Like most blank check companies, our charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if no qualifying business combinations are consummated on or before a certain date (in our case, July 22, 2016). The board of directors believes that it is in the best interests of the stockholders to continue Terrapin’s existence until the Extended Date, provided that it has executed a definitive agreement for a business combination by July 22, 2016, in order to allow Terrapin more time to complete such business combination and is submitting these proposals to the stockholders to vote upon.
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What is being voted on?
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A. You are being asked to vote on:
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a proposal to amend Terrapin’s charter to extend the date by which Terrapin has to consummate a business combination to the Extended Date; and
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a proposal to amend Terrapin’s trust agreement to extend the date on which to commence liquidating the trust account in the event Terrapin has not consummated a business combination by the Extended Date.
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What is being voted on?
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The Charter Amendment and the Trust Amendment proposals are
essential to the overall implementation of the board of directors’ plan to extend the date that Terrapin has to complete
a business combination in the event it executes a definitive agreement for a business combination by July 22, 2016. In the event
that Terrapin enters into a definitive agreement for a business combination prior to the special meeting, Terrapin will issue a
press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination. Approval
of the Charter Amendment and the Trust Amendment is a condition to the implementation of the Extension.
If the Extension is implemented, the stockholders’ approval
of the Trust Amendment proposal will constitute consent for Terrapin to remove the Withdrawal Amount from the trust account, deliver
to the holders of such redeemed public shares their
pro rata
portion of the Withdrawal Amount and retain the remainder of
the funds in the trust account for Terrapin’s use in connection with consummating a business combination on or before the
Extended Date.
We will not proceed if we do not have at least $5,000,001 of
net tangible assets following approval of the Charter Amendment and the Trust Amendment proposals, after taking into account the
Election.
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If the Charter Amendment and Trust Amendment proposals are approved
and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will
reduce the amount held in the trust account following the Election. Terrapin cannot predict the amount that will remain in the
trust account if the Charter Amendment and Trust Amendment proposals are approved; and the amount remaining in the trust account
may be significantly reduced from the approximately $212.78 million that was in the trust account as of March 31, 2016. In such
event, Terrapin may need to obtain additional funds to complete a business combination and there can be no assurance that such
funds will be available on terms acceptable to the parties or at all.
If the Charter Amendment and Trust Amendment proposals are not
approved and we have not consummated a business combination by July 22, 2016, or if the Charter Amendment and Trust Amendment proposals
are approved and we have not executed a definitive agreement for a business combination by July 22, 2016, we will (a) cease all
operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter,
subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released
to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law.
Terrapin’s initial stockholders have waived their rights
to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust
account with respect to our warrants, which will expire worthless in the event we wind up. Terrapin will pay the costs of liquidation
from its remaining assets held outside of the trust account.
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Why is the Company proposing the Charter Amendment and the Trust Amendment proposals?
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A. Terrapin’s charter provides for the return of the
IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if no qualifying business combinations are
consummated on or before July 22, 2016. Accordingly, the trust agreement provides for the trustee to liquidate the trust account
and distribute to each public stockholder its
pro rata
share of such funds if a qualifying business combination is not consummated
on or before July 22, 2016. As we explain below, Terrapin may not be able to complete a business combination by that date.
While Terrapin is currently in discussions with respect to several
business combination opportunities, Terrapin has not yet executed a definitive agreement for a business combination. Terrapin currently
anticipates entering into such an agreement with one of its prospective targets by July 22, 2016, but
Terrapin may not be
able to consummate such a business combination given the actions that must occur prior to closing.
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Because Terrapin may not be able
to conclude a business combination within the permitted time period, Terrapin has determined to seek stockholder approval to extend
the date by which Terrapin has to complete a business combination in the event it executes a definitive agreement for such business
combination by July 22, 2016.
Terrapin believes that given Terrapin’s expenditure of
time, effort and money on finding a business combination, circumstances warrant providing public stockholders an opportunity to
consider a business combination. Accordingly, Terrapin’s board of directors is proposing the Charter Amendment to extend
Terrapin’s corporate existence.
You are not being asked to vote on a business combination
at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to
vote on any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for
a
pro rata
portion of the trust account in the event such business combination is approved and completed or the Company
has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination by the
Extended Date.
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Why should I vote for the Charter Amendment?
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A. Terrapin’s board of directors believes stockholders
should have an opportunity to evaluate an initial business combination with one or more of the targets with which Terrapin is in
discussions, if Terrapin is able to successfully negotiate and enter into a definitive agreement with respect to such a transaction
by July 22, 2016. Accordingly, Terrapin’s board is proposing the Charter Amendment to extend the date by which Terrapin has
to complete a business combination until the Extended Date and to allow for the Election. The Extension would give Terrapin the
opportunity to complete a business combination, provided that it enters a definitive agreement for the business combination by
July 22, 2016.
Terrapin’s charter requires the affirmative vote
of the holders of at least 65% of all then outstanding shares of common stock to effect an amendment to certain of its provisions,
including any amendment that would extend its corporate existence beyond July 22, 2016, except in connection with, and effective
upon consummation of, a business combination. Additionally, Terrapin’s charter requires that all public stockholders have
an opportunity to redeem their public shares in the case Terrapin’s corporate existence is extended as described above.
We believe that these charter provisions were included to protect Terrapin stockholders from having to sustain their investments
for an unreasonably long period if Terrapin failed to find a suitable business combination in the timeframe contemplated by the
charter. We also believe, however, that given Terrapin’s expenditure of time, effort and money on the potential business
combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether a potential
business combination with one or more of such targets is an attractive investment with an opportunity to consider such transaction,
inasmuch as Terrapin is also affording stockholders who wish to redeem their public shares the opportunity to do so, as required
under its charter. Accordingly, we believe the Extension is consistent with Terrapin’s charter and IPO prospectus.
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Should I vote for the Trust Amendment?
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A. Approval of the Trust Amendment is a condition to the
implementation of the Charter Amendment.
Whether a holder of public shares votes in favor of or against
the Trust Amendment, or abstains, the holder may, but is not required to, redeem all or a portion of its public shares for its
pro rata
portion of the trust account represented by the redeemed shares. We will not proceed if we do not have at least
$5,000,001 of net tangible assets following approval of the Charter Amendment and Trust Amendment proposals, after taking into
account the Election.
Liquidation of the trust account is a fundamental obligation
of Terrapin to the public stockholders under its charter and Terrapin is not proposing and will not propose to change that obligation
to the public stockholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption
rights in connection with any future business combination Terrapin proposes. Assuming the Charter Amendment is approved, Terrapin
will have until the Extended Date to complete a business combination.
Terrapin’s board of directors recommends that
you vote in favor of the Trust Amendment proposal, but expresses no opinion as to whether you should redeem your public shares.
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How do the Terrapin insiders intend to vote their shares?
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A. All of Terrapin’s directors, executive officers
and their respective affiliates are expected to vote any common stock over which they have voting control (including any public
shares owned by them) in favor of the Charter Amendment proposal and, to the extent they hold public shares, the Trust Amendment
proposal.
Terrapin’s directors, executive officers and their respective
affiliates are not entitled to redeem their founder shares. With respect to shares purchased on the open market by Terrapin’s
directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, Terrapin’s
directors, executive officers and their affiliates beneficially owned and were entitled to vote 5,318,750 founder shares, representing
approximately 20% of Terrapin’s issued and outstanding common stock. Terrapin’s directors, executive officers and their
affiliates did not beneficially own any public shares as of such date.
Terrapin’s directors, executive officers and
their affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event
that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the
Charter Amendment and Trust Amendment. Any public shares held by affiliates of Terrapin may be voted in favor of the Charter Amendment
and the Trust Amendment proposals.
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What vote is required to adopt the Charter Amendment?
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A. Pursuant to Terrapin’s charter, approval of the
Charter Amendment will require the affirmative vote of holders of at least 65% of Terrapin’s outstanding common stock on
the record date. Approval of the Trust Amendment is a condition to the implementation of the Charter Amendment.
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What vote is required to approve the Trust Amendment?
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A. Pursuant to the trust agreement, approval of the Trust
Amendment will require the affirmative vote of holders of at least 65% of Terrapin’s outstanding Class A common stock on
the record date.
Any holder of public shares may redeem all of or a
portion of its public shares for its
pro rata
portion of the trust account whether such holder votes in favor of or against
the Trust Amendment or abstains. You are not required to redeem your public shares regardless of whether you vote for or against
the Trust Amendment or abstain.
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What if I don’t want to vote for the Charter Amendment or Trust Amendment proposals?
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A. If you do not want the Charter Amendment or Trust Amendment to be approved, you must abstain, not vote, or vote against the proposals. If the Charter Amendment and the Trust Amendment are approved, and the Extension is implemented, the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming public stockholders.
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Will you seek any further extensions to liquidate the trust account?
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A. Other than the extension until the Extended Date as described in this proxy statement, Terrapin does not anticipate seeking any further extension to consummate a business combination. Terrapin has provided that all holders of public shares, including those who vote for the Charter Amendment and the Trust Amendment, may elect to redeem their public shares into their
pro rata
portion of the trust account and should receive the funds shortly after the stockholder meeting which is scheduled for July 13, 2016. Those holders of public shares who elect not to redeem their shares now shall retain redemption rights with respect to future business combinations, or, if Terrapin does not execute a definitive agreement for a business combination by July 22, 2016, such holders shall be entitled to their
pro rata
portion of the trust account on such date.
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What happens if the Charter Amendment is not approved?
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A. If the Charter Amendment is not approved and we have not
consummated a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of winding up, (b)
as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest income (net of taxes payable and any amounts released to us to fund our working capital requirements,
and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Terrapin’s initial stockholders waived their
rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from
the trust account with respect to our warrants which will expire worthless in the event we wind up. Terrapin will pay the costs
of liquidation from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
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If the Charter Amendment and Trust Amendment proposals are approved, what happens next?
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A. Terrapin will continue its efforts to execute a definitive
agreement for a business combination with one or more targets by July 22, 2016.
If Terrapin executes such an agreement, we will seek
to complete the business combination, which will involve:
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completing proxy materials;
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establishing a meeting date and record date for considering a proposed business combination, and distributing proxy materials
to stockholders; and
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holding a special meeting to consider such proposed business combination.
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Terrapin is seeking approval of the Charter Amendment and the
Trust Amendment because Terrapin may not be able to complete all of the above listed tasks prior to July 22, 2016.
Upon approval by holders of 65% of the common stock outstanding
as of the record date of the Charter Amendment and holders of 65% of the Class A common stock outstanding as of the record date
of the Trust Amendment proposals, Terrapin will file an amendment to the charter with the Secretary of State of the State of Delaware
in the form of
Annex A
hereto and enter into an amendment to the trust agreement with the trustee in the form of
Annex
B
hereto. Terrapin will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and
warrants will remain publicly traded.
If the Charter Amendment and Trust Amendment proposals are
approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and
increase the percentage interest of Terrapin’s common stock held by Terrapin’s directors and officers through the
founder shares.
If the Charter Amendment and Trust Amendment proposals are
approved, but Terrapin does not execute a definitive agreement for a business combination by July 22, 2016, we will (a) cease
all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days
thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts
released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board
of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
Terrapin’s initial stockholders waived their rights to
participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust
account with respect to our warrants which will expire worthless in the event we wind up. Terrapin will pay the costs of liquidation
from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
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Would I still be able to exercise my redemption rights if I vote against the proposed business combination?
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A. Unless you elect to redeem all of your shares, you will be able to vote on any proposed business combination when it is submitted to stockholders. If you disagree with the business combination, you will retain your right to redeem your public shares upon consummation of a business combination in connection with the stockholder vote to approve the business combination, subject to any limitations set forth in Terrapin’s charter.
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How do I change my vote?
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A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow & Co., LLC, Terrapin’s proxy solicitor, prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902.
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How are votes counted?
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A. Votes will be counted by the inspector of election appointed
for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes.
The Charter Amendment proposal must be approved by the affirmative vote of at least 65% of the outstanding shares as of the record
date of Terrapin’s common stock, voting together as a single class, and the Trust Amendment proposal must be approved by
the affirmative vote of at least 65% of the outstanding shares as of the record date of Terrapin’s Class A common stock.
With respect to the Charter Amendment and Trust Amendment
proposals, abstentions and broker non-votes will have the same effect as “AGAINST” votes. If your shares are held
by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution
that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items,
but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the
rules of the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine matters your broker
has the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for
which you do not give your broker instructions, the shares will be treated as broker non-votes.
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If my shares are held in “street name,” will my broker automatically vote them for me?
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A. No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.
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Q.
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What is a quorum requirement?
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A. A quorum of stockholders is necessary to hold a valid
meeting. A quorum will be present with regard to the Charter Amendment proposal if at least a majority of the outstanding shares
of common stock on the record date are represented by stockholders present at the meeting or by proxy. A quorum will be present
with regard to the Trust Amendment proposal if at least a majority of the outstanding shares of Class A common stock on the record
date are represented by stockholders present at the meeting or by proxy.
Your shares will be counted towards the quorum only
if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person
at the special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum,
the chairman of the special meeting may adjourn the special meeting to another date.
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Q.
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Who can vote at the special meeting?
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A. Only holders of record of Terrapin’s common stock
at the close of business on May 27, 2016 are entitled to have their vote counted at the special meeting and any adjournments or
postponements thereof. On this record date, 26,593,750 shares of common stock, including 21,275,000 shares of Class A common stock,
were outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
.
If on the record date your shares were registered directly in your name with Terrapin’s transfer agent, Continental Stock
Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special
meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, we urge you to fill out and return the
enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name
of a Broker or Bank
. If on the record date your shares were held, not in your name, but rather in an account at a brokerage
firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name”
and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct
your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However,
since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request
and obtain a valid proxy from your broker or other agent.
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Q.
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Does the board recommend voting for the approval of the Charter Amendment and the Trust Amendment?
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A. Yes. After careful consideration of the terms and conditions of these proposals, the board of directors of the Company has determined that the Charter Amendment and the Trust Amendment are fair to and in the best interests of Terrapin and its stockholders. The board of directors recommends that Terrapin’s stockholders vote “FOR” the Charter Amendment and the Trust Amendment.
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Q.
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What interests do the Company’s directors and officers have in the approval of the proposals?
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A. Terrapin’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of founder shares and warrants that may become exercisable in the future, committed loans by them, that if drawn upon, will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “
The Charter Amendment and Trust Amendment Proposals—Interests of Terrapin’s Directors and Officers
.”
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Q.
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What if I object to the Charter Amendment and the Trust Amendment? Do I have appraisal rights?
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A. Terrapin stockholders do not have appraisal rights in connection with the Charter Amendment or the Trust Amendment under the DGCL.
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Q.
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What happens to the Terrapin warrants if either of the Charter Amendment or Trust Amendment is not approved?
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A. If either of the Charter Amendment or the Trust Amendment is not approved and we have not consummated a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.
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What happens to the Terrapin warrants if the Charter Amendment and Trust Amendment proposals are approved?
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A. If the Charter Amendment and Trust Amendment proposals are approved, Terrapin will continue to attempt to execute a definitive agreement for a business combination until July 22, 2016, and if successful, will attempt to complete such business combination by the Extended Date, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms and will become exercisable 30 days after the completion of a business combination. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial business combination or earlier upon redemption or liquidation.
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Q.
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What do I need to do now?
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A. Terrapin urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the proposals will affect you as a Terrapin stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.
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Q.
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How do I vote?
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A. If you are a holder of record of Terrapin common stock,
you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend
the special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing,
signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend
the special meeting and vote in person if you have already voted by proxy.
If your shares of Terrapin common stock are held in
“street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the
shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record,
you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or
other agent.
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Q.
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How do I redeem my shares of Terrapin common stock?
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A. If the Extension is implemented, each public stockholder
may seek to redeem such stockholder’s public shares for its
pro rata
portion of the funds available in the trust account,
less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with
any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by
the Extended Date.
To demand redemption of your public shares, you must
check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided,
and, at the same time, ensure your bank or broker complies with the requirements identified elsewhere herein. You will only be
entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date
of the Charter Amendment and the Trust Amendment.
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In connection with tendering your shares for redemption, you
must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind,
mzimkind@continentalstock.com
, at least two business days prior to the special meeting or to deliver your shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election
would likely be determined based on the manner in which you hold your shares.
Certificates that have not been tendered in accordance
with these procedures at least two business days prior to the special meeting will not be redeemed for cash. In the event that
a public shareholder tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the
shareholder may withdraw the tender. If you delivered your shares for r Certificates that have not been tendered in accordance
with these procedures at least two business days prior to the special meeting will not be redeemed for cash. In the event that
a public shareholder tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the
shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the
special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically).
You may make such request by contacting our transfer agent at the address listed above.edemption to our transfer agent and decide
prior to the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically
or electronically). You may make such request by contacting our transfer agent at the address listed above.
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Q.
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What should I do if I receive more than one set of voting materials?
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A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Terrapin shares.
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Q.
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Who is paying for this proxy solicitation?
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A. Terrapin will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
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Q.
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Who can help answer my questions?
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A. If you have questions, you may write or call Terrapin’s
proxy solicitor:
Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: TRTL.info@morrowco.com
You may also obtain additional information about the
Company from documents filed with the SEC by following the instructions in the section entitled “
Where You Can Find More
Information
.”
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FORWARD-LOOKING STATEMENTS
This proxy statement and the documents to
which we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private
Securities Litigation Reform Act of 1995, which we refer to as the Act, and the federal securities laws. Any statements that do
not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking
statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,”
“expect,” “intend,” “should,” “may” and other similar expressions, although not
all forward-looking statements contain these identifying words. There can be no assurance that actual results will not materially
differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate
a business combination, and any other statements that are not statements of current or historical facts. These forward-looking
statements are based on information available to the Company as of the date of the proxy materials and current expectations, forecasts
and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon
as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date they were made.
These forward-looking statements involve
a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to
differ include:
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the ability of the Company to effect the Extension Amendment and the Trust Amendment or consummate a business combination;
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unanticipated delays in the distribution of the funds from the trust account;
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claims by third parties against the trust account; or
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the ability of the Company to finance and consummate a business combination.
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You should carefully consider these risks,
in addition to the risk factors set forth in our other filings with the SEC, including the final prospectus related to our IPO
dated July 17, 2014 (Registration No. 333-196980), our Definitive Proxy Statement on Schedule 14A, filed November 13, 2015, our
Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2016. The documents we file with the SEC, including those referred to above, also discuss some of the risks
that could cause actual results to differ from those contained or implied in the forward-looking statements. See “
Where
You Can Find More Information
” for additional information about our filings.
BACKGROUND
Terrapin
We are a Delaware company incorporated on
December 27, 2013 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
exchangeable share transaction or other similar business transaction, one or more operating businesses or assets.
On July 22, 2014, we consummated our IPO
of 21,275,000 units, including the exercise of the underwriters’ over-allotment option of 2,775,000 units, with each unit
consisting of one share of Class A common stock and one warrant to purchase one half of one share of Class A common stock. The
units were sold at an offering price of $10.00 per unit, generating gross proceeds of $212,750,000.
The units began trading on July 17, 2014
on the NASDAQ Stock Market under the symbol “TRTLU.” Commencing on August 18, 2014, the securities comprising the units
began separate trading. The units, Class A common stock, and warrants are trading on the NASDAQ Stock Market under the symbols
“TRTLU,” “TRTL” and “TRTLW,” respectively.
Prior to our IPO, our Terrapin sponsor and
an affiliate purchased an aggregate of 5,250,000 founder shares for an aggregate purchase price of $25,000. On May 19, 2014, we
effectuated a recapitalization of the company, which included a 1.0131-for-1 stock split resulting in an aggregate of 5,318,750
founder shares outstanding and held by our Terrapin sponsor and its affiliate. Simultaneously with the consummation of the IPO,
MIHI, Apple Orange LLC, Noyac Path LLC and Periscope, LLC purchased an aggregate of 12,000,000 warrants (the “private placement
warrants”) for $6,000,000. The net proceeds of the IPO plus the proceeds of the sale of the private placement warrants were
deposited in the trust account. As of March 31, 2016, Terrapin had approximately $212,781,852 in the trust account.
The mailing address of Terrapin’s
principal executive office is Terrapin 3 Acquisition Corporation, c/o Terrapin Partners, LLC, 1700 Broadway, 18th Floor, New York,
New York 10019, and its telephone number is (212) 710-4100.
The Potential Business Combination
Terrapin is currently in discussions with
multiple targets to complete a business combination that will qualify as an initial business combination under its charter. In
the event that Terrapin enters into a definitive agreement for a business combination prior to the special meeting, Terrapin will
issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.
You are not being asked to vote on a
business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will
retain the right to vote on any proposed business combination if and when it is submitted to stockholders and the right to redeem
your public shares for a
pro rata
portion of the trust account in the event such business combination is approved and completed
or the Company has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination
by the Extended Date.
THE CHARTER
AMENDMENT AND TRUST AMENDMENT PROPOSALS
Charter Amendment Proposal
Terrapin is proposing to amend its charter
to extend the date by which Terrapin has to consummate a business combination, provided that it has executed a definitive agreement
for a business combination, from July 22, 2016 to the Extended Date.
The Charter Amendment and the Trust Amendment
are essential to the overall implementation of the board of directors’ plan to allow Terrapin more time to complete a business
combination. Approval of the Charter Amendment and the Trust Amendment is a condition to the implementation of the Extension.
If the Charter Amendment proposal is not
approved and we have not consummated a business combination by July 22, 2016, we will (a) cease all operations except for the purpose
of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available
funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working
capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event
we wind up.
A copy of the proposed amendment to the
charter of Terrapin is attached to this proxy statement as
Annex A
.
Trust Amendment Proposal
Terrapin is proposing to amend the trust
agreement to extend the date on which to commence liquidating the trust account in the event Terrapin has not consummated a business
combination, provided that it has executed a definitive agreement for a business combination by July 22, 2016, to the Extended
Date.
A stockholder’s approval of the Trust
Amendment will constitute consent to the use of the trust account proceeds to pay, at the time the Charter Amendment becomes effective,
and in exchange for the surrender of public shares,
pro rata
portions of the funds available in the trust account to the
public stockholders making the election to redeem their public shares in lieu of later distributions to which they would otherwise
be entitled.
If the Trust Amendment proposal is not approved
and we have not consummated a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of
winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available
funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working
capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event
we wind up.
A copy of the proposed amendment to the
trust agreement is attached to this proxy statement as
Annex B
.
Reasons for the Proposals
Terrapin’s IPO prospectus and charter
provide that Terrapin has until July 22, 2016 to consummate a business combination. While we are currently in discussions with
respect to several business combination opportunities, our board currently believes that there may not be sufficient time before
July 22, 2016 to complete a business combination. Terrapin’s IPO prospectus and charter provide that the affirmative vote
of the holders of at least 65% of all outstanding shares of common stock is required to extend Terrapin’s corporate existence,
except in connection with, and effective upon consummation of, a business combination. Additionally, Terrapin’s IPO prospectus
and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case Terrapin’s
corporate existence is extended as described above. Because Terrapin continues to believe that a business combination would be
in the best interests of Terrapin’s stockholders, and because Terrapin may not be able to conclude a business combination
within the permitted time period, Terrapin has determined to seek stockholder approval to extend the date by which Terrapin has
to complete a business combination beyond July 22, 2016 to the Extended Date; provided that it executes a definitive agreement
for such business combination by July 22, 2016.
We believe that the foregoing charter provisions
were included to protect Terrapin stockholders from having to sustain their investments for an unreasonably long period, if Terrapin
failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given
Terrapin’s expenditure of time, effort and money on the potential business combinations with the targets it has identified,
circumstances warrant providing those who would like to consider whether such potential business combinations are attractive investments
with an opportunity to consider such transactions, inasmuch as Terrapin is also affording stockholders who wish to redeem their
public shares the opportunity to do so, as required under its charter. Accordingly, the Extension is consistent with Terrapin’s
charter and IPO prospectus.
If the Charter Amendment or Trust Amendment Proposals
Are Not Approved
If the Charter Amendment or Trust Amendment
proposals are not approved and we have not consummated a business combination by July 22, 2016, we will (a) cease all operations
except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject
to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to
fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
Terrapin’s initial stockholders have
waived their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution
from the trust account with respect to Terrapin’s warrants which will expire worthless in the event we wind up. Terrapin
will pay the costs of liquidation from its remaining assets held outside of the trust account.
If either of the Charter Amendment or the
Trust Amendment proposals is not approved, the Company will not effect the Extension, and in the event the Company does not complete
a business combination on or before July 22, 2016, the trust account will be liquidated and distributed to the public shareholders
on a
pro rata
basis as described above.
If the Charter Amendment and the Trust Amendment
Proposals Are Approved
If the Charter Amendment and the Trust Amendment
proposals are approved, Terrapin will file an amendment to the charter with the Secretary of State of the State of Delaware in
the form of
Annex A
hereto and enter into an amendment to the trust agreement with the trustee in the form of
Annex B
hereto. Terrapin will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants
will remain publicly traded. Terrapin will then continue to work to execute a definitive agreement for a business combination July
22, 2016 and complete such a business combination by the Extended Date.
If the Charter Amendment and Trust Amendment
proposals are approved, but Terrapin does not execute a definitive agreement for a business combination by July 22, 2016, we will
(a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business
days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and
any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law.
Terrapin’s initial stockholders waived
their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution
from the trust account with respect to our warrants which will expire worthless in the event we wind up. Terrapin will pay the
costs of liquidation from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.
You are not being asked to vote on a
business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will
retain the right to vote on any proposed business combination when it is submitted to stockholders and the right to redeem your
public shares for a
pro rata
portion of the trust account in the event such business combination is approved and completed
or the Company has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination
by the Extended Date.
If the Charter Amendment and Trust Amendment
proposals are approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection
with the Election will reduce the amount held in the trust account and Terrapin’s net asset value. Terrapin cannot predict
the amount that will remain in the trust account if the Charter Amendment and Trust Amendment proposals are approved; and the amount
remaining in the trust account may be significantly reduced from the approximately $212.78 million that was in the trust account
as of March 31, 2016. However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval
of the Charter Amendment and Trust Amendment proposals.
Redemption Rights
If the Charter Amendment and Trust Amendment
proposals are approved, the Company will provide the public stockholders making the Election, the opportunity to receive, at the
time the Charter Amendment and the Trust Amendment become effective, and in exchange for the surrender of their shares, a
pro
rata
portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will
also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or
if the Company has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination
by the Extended Date.
TO DEMAND REDEMPTIOM, YOU MUST CHECK
THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED, AND,
AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR
SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE CHARTER AMENDMENT AND TRUST AMENDMENT
. You will only be entitled to receive
cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Charter Amendment
and the Trust Amendment.
In connection with tendering your shares
for redemption, you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company,
the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004,
Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Charter Amendment and Trust Amendment or to deliver
your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical
or electronic delivery prior to the vote at the special meeting ensures that a redeeming holder’s election is irrevocable
once the Charter Amendment and the Trust Amendment are approved. In furtherance of such irrevocable election, stockholders making
the election will not be able to tender their shares after the vote at the special meeting.
Through the DWAC system, this electronic
delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street
name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering
shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker
and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine
whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally
allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this
process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders
will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system.
Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their
shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered
in accordance with these procedures prior to the vote for the Charter Amendment and Trust Amendment will not be redeemed for a
pro rata
portion of the funds held in the trust account. In the event that a public stockholder tenders its shares and decides
prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If
you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem
your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request
by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Charter
Amendment and the Trust Amendment are not approved or are abandoned, these shares will not be redeemed and the physical certificates
representing these shares will be returned to the stockholder promptly following the determination that the Charter Amendment and
the Trust Amendment will not be approved or will be abandoned. The Company anticipates that a public stockholder who tenders shares
for redemption in connection with the vote to approve the Charter Amendment and the Trust Amendment would receive payment of the
redemption price for such shares soon after the completion of the Charter Amendment. The transfer agent will hold the certificates
of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
If properly demanded, the Company will redeem
each public share for a
pro rata
portion of the funds available in the trust account, less any income taxes owed on such
funds but not yet paid, calculated as of two days prior to the filing of the amendment to the charter. As of the record date, this
would amount to approximately $10.00 per share. The closing price of Terrapin’s common stock on June 9, 2016 was $9.95. Accordingly,
if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in
a public stockholder receiving $0.05 more for each share than if such stockholder sold the shares in the open market.
If you exercise your redemption rights,
you will be exchanging your shares of Terrapin’s Class A common stock for cash and will no longer own the shares. You will
be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the
Company’s transfer agent at least two business days prior to the special meeting. If the Charter Amendment and the Trust
Amendment are not approved or if they are abandoned, these shares will be returned promptly following the special meeting as described
above.
The Special Meeting
Date, Time and Place
. The special
meeting of Terrapin’s stockholders will be held on July 13, 2016 at 10:00 a.m., local time, at the offices of Greenberg Traurig,
LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166.
Voting Power; Record Date
. You will
be entitled to vote or direct votes to be cast at the special meeting, if you owned Terrapin common stock at the close of business
on May 27, 2016, the record date for the special meeting. Holders of public shares will have one vote per proposal for each share
of Terrapin’s Class A common stock owned on the record date. Holders of founder shares will have one vote with regard to
the Charter Amendment proposal only for each share of Terrapin’s Class F common stock owned on the record date. Terrapin
warrants do not carry voting rights.
Votes Required
. Approval of the Charter
Amendment proposal will require the affirmative vote of holders of at least 65% of all of Terrapin’s common stock outstanding
on the record date, and approval of the Trust Amendment proposal will require the affirmative vote of holders of at least 65% of
Terrapin’s Class A common stock outstanding on the record date. If you do not vote (i.e., you “abstain” from
voting on a proposal), your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same
effect as “AGAINST” votes.
At the close of business on the record date,
there were 26,593,750 outstanding shares of Terrapin common stock, including 21,275,000 shares of Terrapin Class A common stock,
each of which entitles its holder to cast one vote per proposal and 5,318,750 shares of Terrapin Class F common stock, each of
which entitles its holder to cast one vote regarding the Charter Amendment proposal.
If you do not want the Charter Amendment
or the Trust Amendment approved, you must abstain, not vote, or vote against each of the amendments. If you want to obtain your
pro rata
portion of the trust account in the event the Extension is implemented, which will be paid shortly after the special
meeting which is scheduled for July 13, 2016, you must demand redemption of your shares. Holders of public shares may redeem their
public shares regardless of whether they vote for or against either of the amendments or abstain.
Proxies; Board Solicitation
. Your
proxy is being solicited by the Terrapin board of directors on the proposals to approve the Charter Amendment and the Trust Amendment
being presented to stockholders at the special meeting. No recommendation is being made as to whether you should elect to redeem
your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote
your shares in person at the special meeting.
Terrapin has retained Morrow & Co.,
LLC to aid in the solicitation of proxies. Morrow & Co., LLC will receive a fee of approximately $25,000, as well as reimbursement
for certain costs and out-of-pocket expenses incurred by them in connection with their services, all of which will be paid by Terrapin.
In addition, officers and directors of Terrapin may solicit proxies by mail, telephone, facsimile, and personal interview, for
which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. Terrapin will bear
the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be
sent to stockholders in connection with this solicitation. Terrapin may reimburse brokerage firms and other nominee holders for
their reasonable expenses in sending proxies and proxy material to the beneficial owners of our shares.
Possible Claims Against and Impairment of the Trust Account
To protect the amounts held in the trust
account, Messrs. Leight, Arora and Barudin have agreed that they will be jointly and severally liable to Terrapin, and MIHI has
agreed to indemnify such individuals for 50% of any such liability, if and to the extent any claims by a vendor for services rendered
or products sold to Terrapin, or a prospective target business with which Terrapin has discussed entering into a transaction agreement,
reduce the amount of funds in the trust account to below $10.00 per public share or such lesser amount per public share held in
the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in
each case net of the interest which may be withdrawn to pay taxes and fund working capital requirements, except as to any claims
by a third party who executed a waiver of any and all rights to seek access to the trust account. Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, Messrs. Leight, Arora and Barudin will not be responsible
to the extent of any liability for such third party claims. We have not independently verified whether Messrs. Leight, Arora and
Barudin have sufficient funds to satisfy their joint and several indemnity obligations and, therefore, Messrs. Leight, Arora and
Barudin may not be able to satisfy those obligations. We have not asked Messrs. Leight, Arora and Barudin to reserve for such eventuality.
In the event that the proceeds in the trust
account are reduced below $10.00 per public share or such lesser amount per public share held in the trust account as of the date
of the liquidation of the trust account, due to reductions in value of the trust assets other than due to the failure to obtain
a waiver, in each case net of the amount of interest which may be withdrawn to pay taxes or fund Terrapin’s working capital
requirements, and Messrs. Leight, Arora and Barudin assert that they are unable to satisfy their joint and several indemnification
obligations or that they have no indemnification obligations related to a particular claim, Terrapin’s independent directors
would determine whether to take legal action against Messrs. Leight, Arora and Barudin to enforce their joint and several indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against Messrs. Leight,
Arora and Barudin to enforce their joint and several indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that
due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share.
Required Vote
Approval of the Charter Amendment proposal
requires the affirmative vote of holders of at least 65% of Terrapin’s common stock outstanding on the record date, and approval
of the Trust Amendment proposal requires the affirmative vote of holders of at least 65% of Terrapin’s Class A common stock
outstanding on the record date. Terrapin’s board of directors will abandon the Trust Amendment if the Charter Amendment is
not approved. In that case, if Terrapin is unable to complete a business combination on or before July 22, 2016, it will be required
by its charter to (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not
more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes
payable and any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law.
All of Terrapin’s directors, executive
officers and their affiliates are expected to vote any common stock owned by them in favor of the Charter Amendment and any Class
A common stock owned by them in favor of the Trust Amendment. On the record date, directors and executive officers of Terrapin
and their affiliates beneficially owned and were entitled to vote 5,318,750 shares of Terrapin Class F common stock representing
approximately 20% of Terrapin’s issued and outstanding common stock. On the record date, none of Terrapin’s directors,
executive officers or their affiliates beneficially owned any shares of Terrapin’s Class A common stock.
In addition, Terrapin’s directors,
executive officers and their affiliates may choose to buy shares of Terrapin public common stock in the open market and/or through
negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders
who would otherwise have voted against the Charter Amendment and Trust Amendment proposals and elected to redeem their shares for
a portion of the trust account. Any shares of Terrapin public common stock held by affiliates will be voted in favor of the Charter
Amendment and Trust Amendment proposals.
Interests of Terrapin’s Directors and Officers
When you consider the recommendation of
the Terrapin board of directors, you should keep in mind that Terrapin’s executive officers and members of Terrapin’s
board of directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests
include, among other things:
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If either of the Charter Amendment or the Trust Amendment is not approved and we do not consummate a business combination by
July 22, 2016 as contemplated by our IPO prospectus and in accordance with our charter, the 5,318,750 shares of Class F common
stock held by Terrapin officers, directors and affiliates and their permitted transferees, which were acquired prior to the IPO
for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such
shares), as will the 12,000,000 warrants that were acquired simultaneously with the IPO for an aggregate purchase price of $6,000,000,
which will expire. Such common stock, which will convert into Class A common stock on a one-for-one basis, upon the consummation
of a business combination, and warrants had an aggregate market value of approximately $54,721,562.50 based on the last sale price
of Terrapin’s Class A common stock and warrants of $9.95 and $0.15, respectively, on Nasdaq on June 9, 2016;
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MIHI entered into a contingent forward purchase contract (the “contingent forward purchase contract”) with Terrapin
to purchase, in a private placement for gross proceeds of approximately $40,000,000 to occur concurrently with the consummation
of Terrapin’s initial business combination, 4,000,000 of Terrapin’s units (the “private placement units”)
on substantially the same terms as the sale of units in the IPO at $10.00 per unit, and 1,000,000 shares of Class F common stock
(the “private placement shares”) on the same terms as the sale of shares of Class F common stock to Terrapin’s
sponsors prior to the IPO;
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In connection with the IPO, Terrapin’s executive officers have agreed that they will be liable under certain circumstances
to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or vendors or other entities
that are owed money by the Company for services rendered, contracted for or products sold to the Company;
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All rights specified in Terrapin’s charter relating to the right of officers and directors to be indemnified by Terrapin,
and of Terrapin’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions,
will continue after a business combination. If the business combination is not approved and Terrapin liquidates, Terrapin will
not be able to perform its obligations to its officers and directors under those provisions;
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None of Terrapin’s executive officers or directors has received any cash compensation for services rendered to Terrapin.
All of the current members of Terrapin’s board of directors are expected to continue to serve as directors at least through
the date of the special meeting and may continue to serve following any potential business combination and receive compensation
thereafter;
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Our sponsors have committed an aggregate of $1,000,000 in unsecured promissory notes Terrapin will issue to its sponsors in
the event that funds held outside of the trust are insufficient to fund Terrapin’s expenses prior to its initial business
combination. Terrapin has not yet utilized these commitments but expects to repay any such loaned amounts out of the proceeds of
the trust account released upon completion of a business combination. Otherwise, such loans would be repaid only out of funds held
outside the trust account. In the event that Terrapin does not complete an initial business combination, it may use a portion of
the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be
used for such repayment. Accordingly, if Terrapin draws on these loans, it will most likely not be able to repay the loans if a
business combination is not completed;
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Terrapin’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket
expenses incurred by them in connection with certain activities on Terrapin’s behalf, such as identifying and investigating
possible business targets and business combinations. These individuals have negotiated the repayment of any such expenses upon
completion of Terrapin’s initial business combination. However, if Terrapin fails to obtain the Extension and consummate
a business combination, they will not have any claim against the trust account for reimbursement. Accordingly, Terrapin will most
likely not be able to reimburse these expenses if the proposed business combination is not completed. Although as of the record
date, Terrapin’s officers, directors, initial stockholders and their affiliates had not incurred any unpaid reimbursable
expenses, they may incur such expenses in the future;
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Terrapin has entered into an Administrative Services Agreement with Terrapin Partners, LLC, an affiliate of the Terrapin sponsor,
pursuant to which, Terrapin pays $10,000 per month for office space, utilities and secretarial support. Upon the earlier of completion
of a business combination or liquidation, Terrapin will cease paying these monthly fees. Accordingly, Terrapin Partners LLC may
receive payments in excess of the 24 payments originally contemplated, if the Charter Amendment and Trust Amendment are implemented;
and
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Terrapin has entered into a letter agreement with Macquarie Capital (USA) Inc. (“Macquarie Capital”), pursuant
to which Terrapin has agreed that prior to July 16, 2017, Terrapin will engage Macquarie Capital, or an affiliate of Macquarie
Capital designated by it, to act in certain capacities, on any and all transactions with a notional value greater than $30 million.
Accordingly, Macquarie Capital may receive additional fees in connection with future transactions if the Charter Amendment and
Trust Amendment are implemented.
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The Board’s Reasons for the Charter Amendment and
Trust Amendment Proposals and Its Recommendation
As discussed below, after careful consideration
of all relevant factors, Terrapin’s board of directors has determined that the Charter Amendment and Trust Amendment proposals
are fair to, and in the best interests of, Terrapin and its stockholders. The board of directors has approved and declared advisable
adoption of the Charter Amendment and Trust Amendment proposals, and recommends that you vote “FOR” such adoption.
The board expresses no opinion as to whether you should redeem your public shares.
We are a Delaware company incorporated on
December 27, 2013 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
exchangeable share transaction or other similar business transaction, one or more operating businesses or assets. On July 22, 2014,
we consummated our IPO of 21,275,000 units, including the full exercise of the underwriters’ over-allotment option of 2,775,000
units, with each unit consisting of one share of Class A common stock and one warrant to purchase one half of one share of Class
A common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $212,750,000.
Terrapin’s IPO prospectus and charter
provide that Terrapin has until July 22, 2016 to consummate a business combination. While we are currently in discussions with
respect to several business combination opportunities, our board currently believes that there may not be sufficient time before
July 22, 2016 to complete a business combination. Terrapin’s IPO prospectus and charter provide that the affirmative vote
of the holders of at least 65% of all outstanding shares of common stock is required to extend Terrapin’s corporate existence,
except in connection with, and effective upon consummation of, a business combination. Additionally, Terrapin’s IPO prospectus
and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case Terrapin’s
corporate existence is extended as described above. Because Terrapin continues to believe that a business combination would be
in the best interests of Terrapin’s stockholders, and because Terrapin may not be able to conclude a business combination
within the permitted time period, Terrapin has determined to seek stockholder approval to extend the date by which Terrapin has
to complete a business combination beyond July 22, 2016 to the Extended Date; provided that it executes a definitive agreement
for such business combination by July 22, 2016.
Terrapin is not asking you to vote on a
business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will
retain the right to vote on any proposed business combination when it is submitted to stockholders and the right to redeem your
public shares for a
pro rata
portion of the trust account in the event such business combination is approved and completed
or the Company has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination
by the Extended Date.
Terrapin’s charter requires the affirmative
vote of the holders of at least 65% of all then outstanding shares of common stock to effect an amendment to certain of its provisions,
including any amendment that would extend its corporate existence beyond July 22, 2016, except in connection with, and effective
upon consummation of, a business combination. Additionally, Terrapin’s charter requires that all public stockholders have
an opportunity to redeem their public shares in the case Terrapin’s corporate existence is extended as described above. We
believe that these charter provisions were included to protect Terrapin stockholders from having to sustain their investments for
an unreasonably long period, if Terrapin failed to find a suitable business combination in the timeframe contemplated by the charter.
We also believe, however, that given Terrapin’s expenditure of time, effort and money on the potential business combinations
with the targets it has identified, circumstances warrant providing those who would like to consider whether such potential business
combinations are attractive investments with an opportunity to consider such transactions, inasmuch as Terrapin is also affording
stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly, the Extension
is consistent with Terrapin’s charter and IPO prospectus.
After careful consideration of all relevant
factors, Terrapin’s board of directors determined that the Charter Amendment and Trust Amendment are fair to and in the best
interests of Terrapin and its stockholders.
The Board of Directors recommends that
you vote “FOR” the Charter Amendment and Trust Amendment proposals. The Board of Directors expresses no opinion as
to whether you should redeem your public shares.
STOCKHOLDER
PROPOSALS
If the Charter Amendment and Trust Amendment
proposals are approved, Terrapin’s 2016 annual meeting of stockholders will likely be held on or about December 8, 2016,
unless the date is changed by Terrapin’s board of directors. If you are a stockholder and you want to include a proposal
in the proxy statement for the year 2016 annual meeting, you need to provide it to Terrapin by no later than approximately September
12, 2016. You should direct any proposals to Terrapin’s secretary at Terrapin’s principal office. If you are a stockholder
and you want to present a matter of business to be considered or nominate a director to be elected at the year 2016 annual meeting,
under Terrapin’s bylaws you must give timely notice of the matter or the nomination, in writing, to Terrapin’s secretary.
To be timely, the notice has to be given between 90 and 120 days before the anniversary of the year 2015 annual meeting date (or
between August 11, 2016 and September 12, 2016).
If the Charter Amendment and Trust Amendment
proposals are not approved and Terrapin fails to complete a qualifying business combination on or before July 22, 2016, there will
be no annual meeting in 2016.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS
Unless we have received contrary instructions,
we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders
are members of the same family. This process, known as “householding,” reduces the volume of duplicate information
received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our
disclosure documents at the same address in the future, the stockholders should follow the instructions described below. Similarly,
if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set
of our disclosure documents, the stockholders should follow these instructions:
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If the shares are registered in the name of the stockholder, the stockholder may notify us of his or her request by calling
or writing Morrow & Co., LLC, Terrapin’s proxy solicitor, at 470 West Avenue, Stamford, CT 06902, telephone number: (800)
607-0088, email: TRTL.info@morrowco.com; or
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If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly;
banks or brokers may call Morrow & Co., LLC collect at (203) 658-9400.
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WHERE YOU
CAN FIND MORE INFORMATION
We file annual and quarterly reports and
other reports and information with the Securities and Exchange Commission. These reports and other information can be inspected
and copied at, and copies of these materials can be obtained at prescribed rates from, the Public Reference Section of the Securities
and Exchange Commission, 100 F Street, NE, Washington, D.C. 20549. We distribute to our stockholders annual reports containing
financial statements audited by our independent registered public accounting firm and, upon request, quarterly reports for the
first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and other information
are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and are publicly available
on the Securities and Exchange Commission’s website, located at http://www.sec.gov. We will provide without charge to you,
upon written or oral request, a copy of the reports and other information filed with the Securities and Exchange Commission.
Any requests for copies of information,
reports or other filings with the Securities and Exchange Commission should be directed to Terrapin 3 Acquisition Corporation,
c/o Terrapin Partners, 1700 Broadway, 18th Floor, New York, New York 10019, Attn: Stephen Schifrin, Secretary.
In order to receive timely delivery of the
documents in advance of the special meeting, you must make your request for information no later than June 29, 2016.
ANNEX A
PROPOSED
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TERRAPIN 3 ACQUISITION CORPORATION
[●],
2016
Terrapin
3 Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware
(the “
Corporation
”),
DOES HEREBY CERTIFY AS FOLLOWS:
1.
The name of the Corporation is “Terrapin 3 Acquisition Corporation”. The original certificate of incorporation
was filed with the Secretary of State of the State of Delaware on December 27, 2013 (the “
Original Certificate
”).
Each of the first certificate of amendment of the Original Certificate, second certificate of amendment of the Original Certificate
and third certificate of amendment of the Original Certificate was filed with the Secretary of State of the State of Delaware on
May 19, 2014. The Amended and Restated Certificate of Incorporation (the “
Amended and Restated Certificate
”)
was filed with the Secretary of State of the State of Delaware on July 16, 2014;
2.
This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.
3.
This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the
Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State
of Delaware.
4.
The text of Paragraph (b) of Section 9.1 is hereby amended and restated to read in full as follows:
(b) Immediately
after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s
registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on June 23, 2014, as amended
(the “
Registration Statement
”), shall be deposited in a trust account (the “
Trust Account
”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement (the “
Trust Agreement
”). Except for the withdrawal of (x) interest to pay taxes and any interest
that the Corporation may withdraw in accordance with the terms of the Trust Agreement for working capital requirements and (y)
funds as consideration for the redemption of Offering Shares in connection with an amendment to
Section 9.2(d)
pursuant
to
Section 9.7
hereof, none of the funds held in the Trust Account (including the interest earned on the funds held in the
Trust Account) will be released from the Trust Account until the earlier of (i) the completion of the initial Business Combination
and (ii) the redemption of 100% of the Offering Shares (as defined below), that were not earlier redeemed pursuant to
Section
9.7
hereof, if the Corporation is unable to execute a definitive agreement for its initial Business Combination on or before
July 22, 2016 or in the event the Company does execute such agreement on or before July 22, 2016, the Corporation is unable to
complete its initial Business Combination within 150 days of July 22, 2016. Holders of shares of the Corporation’s Common
Stock included as part of the units sold in the Offering (the “
Offering Shares
”) (whether such Offering
Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates
of any of Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope, LLC (the “
Sponsors
”), or officers
or directors of the Corporation) are referred to herein as “
Public Stockholders
.”
5.
The text of Paragraph (b) of Section 9.2 is hereby amended by inserting the phrase: “or on an amendment to
Section
9.2(d)
in accordance with
Section 9.7
hereof” immediately after the phrase, “If the Corporation offers to
redeem the Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination pursuant to a proxy
solicitation”.
6.
The text of Paragraph (c) of Section 9.2 is hereby amended and restated to read in full as follows:
(c) If the Corporation
offers to redeem the Offering Shares in conjunction with a stockholder vote on an (i) initial Business Combination pursuant to
a proxy solicitation or (ii) amendment to
Section 9.2(d)
in accordance with
Section 9.7
hereof, a Public Stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking Redemption Rights with respect to 10%
or more of the Offering Shares.
7.
The text of Paragraph (d) of Section 9.2 is hereby amended and restated to read in full as follows:
(d) In the event
that the Corporation has not executed a definitive agreement for a Business Combination on or before July 22, 2016 or in the event
that the Corporation has entered into a definitive agreement for a Business Combination on or before July 22, 2016, but has not
consummated a Business Combination within 150 days of July 22, 2016, the Corporation shall (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the
quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (which interest
shall be net of taxes payable and any interest withdrawn in accordance with the terms of the Trust Agreement for working capital
requirements and less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding
Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and
liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other
requirements of applicable law.
IN WITNESS WHEREOF, Terrapin 3 Acquisition
Corporation has caused this Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized
officer as of the date first set above.
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TERRAPIN 3 ACQUISITION CORPORATION
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By:
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Name: Sanjay Arora
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Title: Chief Executive Officer
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ANNEX B
PROPOSED
AMENDMENT
TO THE
trust agreement
This Amendment No. 1 (this “
Amendment
”),
dated as of [●], 2016, to the Trust Agreement (as defined below) is made by and among Terrapin 3 Acquisition Corporation,
a Delaware corporation (the “
Company
”) and Continental Stock Transfer & Trust Company (the “
Trustee
”).
All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered
into an Investment Management Trust Agreement dated as of July 16, 2014 (the “
Trust Agreement
”);
and
WHEREAS, Section 1(i) of the Trust Agreement
sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at a special meeting of stockholders
of the Company (the “
Special Meeting
”) held on [●], 2016, the Company stockholders approved (i)
a proposal to amend (the “
Charter Amendment
”) the Company’s amended and restated certificate of
incorporation to provide that the date by which the Company shall be required to effect a Business Combination shall be within
150 days after July 22, 2016 (the “
Extended Date
”), provided that a definitive agreement for a business
combination is executed on or before July 22, 2016, and (ii) a proposal to extend the date on which to commence liquidating the
Trust Account (the “
Trust Amendment
”) in the event the Company has not consummated a business combination
by the Extended Date ; and
WHEREAS, on the date hereof, the Company
is filing the Charter Amendment with the Secretary of State of the State of Delaware.
NOW THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:
(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“
Termination Letter
”) in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or
Chairman of the board of directors (the “
Board
”) or other authorized officer of the Company, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall
be net of any taxes payable and any interest withdrawn for working capital requirements and less up to $50,000 of interest that
may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter or Amendment Notification
Letter (defined below) and the other documents referred to therein, or (y)(1) the date that is 150 days after July 22, 2016, provided
that the Company executes a definitive agreement for a business combination on or before July 22, 2016 or (2) July 22, 2016, in
the event the Company has not executed a definitive agreement for a business combination, if a Termination Letter has not been
received by the Trustee prior to such applicable date, in which case the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest
(which interest shall be net of any taxes payable and any interest withdrawn for working capital requirements and less up to $50,000
of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Stockholders of
record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially
similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter
by the dates described above, the Trustee shall keep the Trust Account open until twelve (12) months following the date the
Property has been distributed to the Public Stockholders;
2.
Section 1(k) of the Trust Agreement is hereby amended and restated to read in full as follows:
(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and
3.
A new Section 1(k) is hereby inserted into the Trust Agreement immediately following Section 1(j) to read as follows:
(k) Distribute
upon receipt of an Amendment Notification Letter (defined below), to Public Stockholders who exercised their redemption rights
in connection with an Amendment (defined below) an amount equal to the pro rata share of the Property relating to the shares of
Class A Common Stock for which such Public Stockholders have exercised redemption rights in connection with such Amendment;
4.
Section 1(l) of the Trust Agreement is hereby amended by renumbering it as Section 1(m) of the Trust Agreement.
5.
A new Section 2(g) is hereby inserted into the Trust Agreement immediately following Section 2(f) of the Trust Agreement
to read as follows:
(g) If
the Company seeks to amend any provision of its Amended and Restated Articles of Incorporation relating to stockholders’
rights or pre-Business Combination activity (including the time within which the Company has to complete a Business Combination)
(in each case an “
Amendment
”), the Company will provide the Trustee with a letter (an “
Amendment
Notification Letter
”) in the form of Exhibit D providing instructions for the distribution of funds to Public Stockholders
who exercise their redemption option in connection with such Amendment.
6.
A new Exhibit D, attached hereto, is hereby added to the Agreement immediately following Exhibit C of the Trust Agreement.
7.
All other provisions of the Agreement shall remain unaffected by the terms hereof.
8.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be
deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument.
A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.
9.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Agreement as required
by Section 7(c) of the Agreement, and every defect in fulfilling such requirements for an effective amendment to the Agreement
is hereby ratified, intentionally waived and relinquished by all parties hereto.
10.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[
Signature Page Follows
]
IN WITNESS WHEREOF
,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
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Continental Stock Transfer & Trust Company, as Trustee
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By:
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Name: Jeanne Schaffer
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Title: Vice President
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TERRAPIN 3 ACQUISITION CORPORATION
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By:
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Name: Sanjay Arora
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Title: Chief Executive Officer
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[
Signature
Page to Amendment No. 1 to the Investment Management Trust Agreement
]
EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson and Mark Zimkind
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Re:
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Trust Account No. Amendment Notification Letter
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Gentlemen:
Pursuant to
Section
1(k)
of the Investment Management Trust Agreement between Terrapin 3 Acquisition Corporation (“
Company
”)
and Continental Stock Transfer & Trust Company (“
Trustee
”), dated as of July 16, 2014 (as amended,
the “
Trust Agreement
”), the Company hereby requests that you deliver to the Company $_____ of the principal
and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
The Company needs such
funds to pay the Public Stockholders who have properly elected to redeem their shares of Class A Common Stock in connection with
the stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to extend
the time in which the Company must complete a Business Combination or liquidate the Trust Account. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:
[WIRE INSTRUCTION INFORMATION]
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Very truly yours,
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TERRAPIN 3 ACQUISITION CORPORATION
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By:
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Name:
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Title:
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cc: Deutsche Bank Securities Inc.
PROXY
Terrapin 3 Acquisition Corporation
c/o Terrapin Partners, LLC
1700 Broadway, 18th Floor
New York, New York 10019
SPECIAL
MEETING OF STOCKHOLDERS
July
13, 2016
YOUR
VOTE IS IMPORTANT