Another blank check company, Seanergy Maritime Corp., has filed an S-1. The offering is being underwritten by Maxim Group LLC. According to the company, its acquisition efforts will be focused on acquiring an operating entity in the maritime shipping industry.
Seanergy Maritime Corp. – STILL IN REGISTRATION
Number of units being offered: 15,000.000
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 $6.50 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: 18,750,000
Shares to be held by public shareholders: 15,000,000
Shares held by insiders: 3,750,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $150 million
Net proceeds to be held in escrow: $150 million (includes $10.44 million from the sale of warrants to the insiders and $3.375 million in commissions deferred by the underwriter). Up to $506,250 of the post-offering interest earned on the trust fund balance may be used to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $10.00
Date of IPO: N/A
Date of original filing: July 10, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,750,000 shares purchased at $.0067 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 11,600,000 warrants (@ $.90 per warrant) in a private placement prior to the offering. The total proceeds of $10,440,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $3,375,000.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: We are a BCCTM incorporated under the laws of the Marshall Islands on August 15, 2006. We were formed to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more operating businesses or assets in the maritime shipping industry, but will not be limited to pursuing acquisition opportunities only within that industry.
Description of principals: Georgios Koutsolioutsos has been our President and Co-Chairman of the Board of Directors since inception. Mr. Koutsolioutsos has significant experience in the management and operations of public companies. He began his career at Folli Follie S.A. (ATSE: FOLLI), in 1992. Folli Follie is an international company with a multinational luxury goods brand and over three hundred points of sale (POS). Mr. Koutsolioutsos, who is currently the Vice-President and an executive member of the Board of Directors, has assisted with the growth of Folli Follie S.A. to a market capitalization of over $1.1 billion with revenues of over $500 million in 2006. Additionally, in 1997, Folli Follie SA was listed on the Athens Stock Exchange following an initial public offering conducted under his management. Mr. Koutsolioutsos also has extensive knowledge of business operations in the Asian markets where, for more than a decade, Folli Follie has had a presence. Furthermore, since 2002, Folli Follie was among the first companies in mainland China to obtain a full retail license. In 1999, Mr. Koutsolioutsos became a member of the Board of Directors of Hellenic Duty Free Shops S.A. (“HDFS” (ATSE: HDF)) and subsequently, as of May 2006, became the Chairman of the Board of Directors. HDFS is the exclusive duty free operator in Greece, one of the top fifteen duty free operators worldwide and has a market capitalization of approximately $1 billion. In 2003, Mr. Koutsolioutsos was awarded Manager of the Year in Greece. Mr. Georgios Koutsolioutsos received his B.Sc. in business and marketing from the University of Hartford, Connecticut, USA. He is fluent in five languages.
Panagiotis Zafet has been our Chief Executive Officer and Co-Chairman of the Board of Directors since inception. Mr. Zafet has extensive experience in the management of operations in the maritime shipping industry, as well as the purchase, sale and charter of vessels. Mr. Zafet started in the liner shipping industry in 1986 at Hellasco Shipping Ltd., of which he is a co-owner. Hellasco Shipping Ltd. is active in the trade of timber products and the regular service of vessels trading between Scandinavia, Greece and Cyprus. In 1991, he founded Balthellas Chartering S.A., a ship management and shipbroking company with 2006 revenues of approximately $25 million, where he currently serves as managing director. Under his leadership, Balthellas Chartering expanded its business from the commercial management of vessels into the full-scale management of multipurpose vessels of the highest ice class, container ships, timber carriers and dry cargo ships. The fleet is trading worldwide with a strong presence in ice bound navigational waters such as the Baltic Sea, White Sea and the Sea of Azov. The Company also specializes in feeder container services offering mostly service in places with limited port infrastructures, such as in the East Mediterranean, North and West African ports, the Caribbean, Indian Ocean and the Far East. Mr. Zafet is also a co-owner and managing director of Hellasco Transport Ltd. Mr. Zafet has a law degree from the Aristotelio University of Thessaloniki and is fluent in three languages. He is a member of the Piraeus Marine Club and the Hellenic Shipbrokers Association.
Simon Zafet has been our Chief Operating Officer and a director since inception. Mr. Zafet has extensive experience in the management of operations in the maritime shipping industry, as well as the purchase, sale and charter of vessels. He worked at Adams and Porter New York Insurance Brokers from 1994 to 1995 and Harley Mullion shipping brokers in London from 1995 to 1996. In May 1996, he joined Hellasco Shipping Ltd. as Chief Executive Officer, developing and creating an elaborate network of shipping contacts that included all of Scandinavia and the Eastern Mediterranean. Under his leadership, Hellasco Shipping Ltd. increased the transportation of its main forest products and expanded its liner business with the formation of a door-to-door shipping company, which runs high volumes and becoming the only and better alternative to a container for this part of the world. Mr. Zafet currently maintains the position of Chief Executive Officer at Hellasco Shipping Ltd. Mr. Zafet is also a co-owner of Hellasco Transport Ltd. He is an active member of the Greek-Finnish Commerce Association, the Swedish Commerce Association of Athens and the Baltic Exchange. Mr. Zafet received an undergraduate degree in Economics, Marketing and Computer Science from Boston University in Massachusetts in 1984 and a Master’s degree, with honors, in Shipping Trade and Finance from the London City University in 1998.
SEC filings: sec.gov |
