Another blank check company, Overture Acquisition Corp., has filed an S-1. The offering is being underwritten by JP Morgan. According to the company, it will not be focusing its acquisition efforts on any specific industry, though management may take a close look at the luxury and lifestyle sectors.
Overture Acquisition 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 shares of common stock at $7.50 per share.
Underwriter: JP Morgan
Proposed ticker symbols
Common stock: NLX
Warrants: NLX-WT
Units: NLX-U
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: $147,080,000 (includes $3.18 million from the sale of warrants to the insiders and $5.25 million in commissions deferred by the underwriter). Up to $2.85 million 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: $9.81
Date of IPO: N/A
Date of original filing: October 26, 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, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 3,180,000 warrants (@ $1.00 per warrant) in a private placement prior to the offering. The total proceeds of $3.18 million will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $5.25 million.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Additionally, certain of the insiders have agreed to purchase up to $6 million in common shares in the open market after the announcement of an acquisition.
Description of business: We are a blank check company formed under the laws of the Cayman Islands as an exempted company with limited liability on September 25, 2007. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands. As an exempted company, we are able to avoid direct taxation from the Cayman Islands government for a period of 20 years if such direct taxation were introduced in the Cayman Islands by obtaining a tax undertaking from the Cayman Islands government. We were formed for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more operating businesses, which we refer to as the initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We do not have any specific initial business combination under consideration. We have not, nor has anyone on our behalf, contacted or been contacted by any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.
Our efforts in identifying a prospective target business will not be limited to a particular industry or geography, although we initially intend to leverage the respective industry knowledge, operating experience and relationships of our officers, directors and special advisor in a range of luxury and lifestyle sectors. We will seek to capitalize on the global network and combination of operating private investing and transaction experience of our officers, directors and special advisor.
Description of principals: John F. W. Hunt has been our Chief Executive Officer, Secretary and Chairman of the Board since our inception in September 2007. Since 1994 Mr. Hunt founded or co-founded six companies, including Oriel LLC, a wine company he currently oversees, Amanyara, a resort in the Turks & Caicos Islands, The Seattle Coffee Company, a chain of espresso bars in England ultimately acquired by Starbucks, Syzygy AG, an internet professional services firm listed on the Frankfurt stock exchange, and Obongo Inc., a payment processing technology firm that was acquired by AOL Time Warner. Mr. Hunt also co-founded and helped develop iGabriel, an investment club, which later merged with PiCapital to form one of the UK’s leading private investor networks, and First Tuesday, a financial networking forum that was subsequently acquired by an Israeli investment bank. Mr. Hunt began his career in marketing. From 1987 to 1992 he held positions of increasing responsibility at Procter & Gamble, ultimately becoming the European Brand Manager responsible for integrating the acquisition of the Max Factor brand across Europe. From 1992 to 1994, Mr. Hunt was Head of Marketing at Kraft Jacobs Suchard (a division of Philip Morris) for the Middle East & Africa. Mr. Hunt received an Honors degree in Economics and Public Administration from the London University in 1987.
Marc Blazer has been our President, Treasurer and a Director since our inception in September 2007. From November 2000 to August 2007 Mr. Blazer was a partner, and until May 2007, the global head of investment banking at Cantor Fitzgerald. While at Cantor Fitzgerald, Mr. Blazer served on the advisory board of Enertech Capital III, a venture capital fund from March 2006 to July 2007. Prior to joining Cantor Fitzgerald, Mr. Blazer spent six years at ChaseMellon Financial Corp. (now Mellon Investor Services), a joint-venture between Chase Manhattan Corporation and Mellon Financial Group LLC from 1994 to 2000. In this capacity he advised clients on governance and shareholder related issues including accessing the capital markets, investor relations, and proxy solicitation matters and structural defenses. Prior to his career on Wall Street, Mr. Blazer was an advisor to members of Congress in both the House and Senate on tax matters, banking and securities legislation, international trade policy, and foreign relations. Mr. Blazer earned a graduate degree from the London School of Economics in 1992, and a BA from the University of Maryland in 1990.
Lawton Fitt has been a Director since October 2007. Ms. Fitt is currently a director on the boards of Ciena Corporation, Citizens Communications Company, and Reuters Group PLC and has served as a senior advisor to GSC Group, Inc., an alternative asset investment management firm since October 2006. From October 2002 to March 2005 Ms. Fitt served as Secretary (Chief Executive) of the Royal Academy of Arts in London. From 1979 to October 2002 Ms. Fitt worked at Goldman, Sachs, becoming a partner in 1994. During her career at Goldman Sachs, Ms. Fitt held leadership positions, including that of managing director, in investment banking, equity capital markets and asset management and was a senior member of that firm’s High Technology investment banking team in New York and London. Ms. Fitt earned an A.B. from Brown University in 1974 and received an M.B.A. from the Colgate Darden School of Business Administration of the University of Virginia in 1979.
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SEC filings: sec.gov |
