Another blank check company, Doubloon Corp., has filed an S-1. The offering is being underwritten by Maxim Group LLC. The company is going to focus its acquisition efforts on acquiring an operating entity in the financial services industry.
Doubloon Corp. – STILL IN REGISTRATION
Number of units being offered: 10,000,000 (does not include 200,000 units that will be purchased by the insiders)
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $8.00 per share.
Underwriter: Maxim Group LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 12,750,000
Shares to be held by public shareholders: 10,000,000 (does not include 200,000 units to be purchased by the insiders)
Shares held by insiders: 2,750,000 (includes 200,000 units to be purchased by the insiders)
Percentage held by public shareholders: 78,43%
Gross proceeds being raised: $100 million
Net proceeds to be held in escrow: $97,000,000 (includes $750,000 of offering costs deferred by the underwriter, $2 million from the sales of units to the insiders and an $840,000 loan from the insiders)
Escrowed proceeds per share applicable to future public shareholders: $9.70
Date of IPO: N/A
Date of original filing: July 11, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,550,000 shares purchased at $.01 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until the earliest of three years, the liquidation of the company, or the consummation of an acquisition
Other insider requirements: Certain of the insiders have agreed to purchase 200,000 units in a private placement for an aggregate purchase price of $2 million and arrange for a $840,000 loan to the company.
The underwriters have also agreed to defer $750,000 of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: We are a blank check company known as a Business Combination Company™ or BCC™. We were organized under the laws of the State of Delaware on June 16, 2006 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more operating businesses. We intend to focus our efforts on the financial services industry but will not be limited to pursuing acquisition opportunities only within that industry.
Biographical information for significant officers: Thomas R. Hudson Jr. has been our Chairman of our Board of Directors and Chief Executive Officer since our inception. Mr. Hudson is the Head Portfolio Manager and Managing Member of Pirate Capital LLC, which he founded in May 2002. Mr. Hudson started Pirate Capital with $2 million and has grown the assets under management to $1.8 billion over the last four years. Assets are currently deployed in four funds with investments in approximately 55 different positions. Since inception, the Pirate funds have invested in approximately 226 companies in 40 different industries. From September 1999 to February 2001, Mr. Hudson served as a Managing Director at Amroc Investments, LLC, where he directed all distressed research and managed the bank loan trading desk. From 1997 to 1999, he served as a Vice President and Portfolio Manager at Goldman, Sachs & Co., responsible for investing and trading a $500 million portfolio of distressed domestic and international private assets. From 1993 to 1997, he served as a Vice President and Portfolio Manager at Merrill, Lynch, Pierce, Fenner & Smith Incorporated, and was responsible for investing and trading a $200 million portfolio of distressed domestic private assets. Mr. Hudson also served as Chairman of the Loan Syndications and Trading Association’s Distressed Debt Committee from 1996 to 1999. Currently Mr. Hudson serves as the Lead Independent Director for Cornell Companies, Inc. and sits on the board of PW Eagle, Inc. as well as the Centurion Foundation and the Norwalk YMCA. Mr. Hudson earned a B.S. in 1988 from Babson College in Babson Park, Massachusetts, majoring in Entrepreneurial Studies. He also earned an M.B.A. in 1993 from the Tuck School at Dartmouth College in Hanover, New Hampshire.
Carlton Klein has been our President and a member of our Board of Directors since our inception. Mr. Klein has been the senior fixed income Portfolio Manager for Pirate Capital LLC since May 2005. From February 2005 through May 2005, Mr. Klein served as a Managing Director and Chief Risk Officer at Citigroup Alternative Investments, where he was responsible for risk management of $90 billion in proprietary and third party assets invested in hedge funds, venture capital, real estate, managed futures, and structured loan products. From 1994 through January 2005, he was a Managing Director and Portfolio Manager at Citigroup/Citibank, N.A, responsible for actively managing a $200 million portfolio of secured and unsecured debt of troubled companies. From 1989 to 1994, he was a Vice President at Citibank, completing eight restructurings as agent and workout specialist for bank syndicates in several industries during which time he served as Chairman of one portfolio company, Haydon Corp. for seven years and President of WKEF Corp for two years. From 1985 to 1988, he was a Vice President of Private Placements at General Electric Investment Corp. where he was responsible for a private placement and venture capital portfolio, of approximately $400 million and served on the board of directors of several private companies. From 1982 to 1985, he was a Vice President at Fleet Venture Resources completing eight early stage and leveraged buyout investments in multiple industries. From 1978 to 1981, Mr. Klein was with the General Electric Company in manufacturing and strategic planning. Mr. Klein earned a B.S. in 1978 from Worcester Polytechnic Institute in Worcester, Massachusetts, majoring in Management Engineering. He earned an M.B.A. in 1982 from Harvard Business School in Boston, Massachusetts.
SEC filings: sec.gov |
