Another blank check company, iStar Acquisition Corp., has filed an S-1. The offering is being underwritten by Banc of America Securities, LLC. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in the alternative asset management sector.
iStar Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 50,000,000
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: Banc of America Securities, LLC
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 62,500,000 (not including 2,500,000 shares to be purchased by the sponsor of the company prior to the IPO)
Shares to be held by public shareholders: 50,000,000
Shares held by insiders: 12,500,000 (not including the 2,500,000 shares referenced above)
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $525 million (includes the proceeds from the 2,500,000 units referenced above)
Net proceeds to be held in escrow: $516,610,108 (includes $10 million from the sale of warrants to the insiders, $25 million from the sales of units to the sponsor, and $17.5 million in commissions deferred by the underwriter). Up to $6,000,000 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: $9.84
Date of IPO: N/A
Date of original filing: November 13, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 12,500,000 shares purchased at $.002 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 10,000,000 warrants (@ $1.00 per warrant) in a private placement prior to the offering. The total proceeds of $10,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $17.5 million.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
The insiders will purchase 2.5 million units in the initial public offering. The units will have rights that are identical to the rights of the public shareholders,
IStar Financial, the sponsor of the company, will purchase 2.5 million units, at a cost of $25 million, immediately prior to the consummation of an acquisition.
Description of business: We are a blank check company formed under the laws of the State of Delaware on September 13, 2007. We were formed for the purpose of acquiring one or more operating businesses, or a portion of such business or businesses, through a merger, capital stock exchange, stock purchase, asset acquisition, or other similar business combination. We intend to focus initially on operating businesses in the alternative asset management industry, but we may pursue opportunities in other industries, subject to our corporate stockholder's right of first offer. We do not have any specific merger, capital stock exchange, asset acquisition, or other similar business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted, or been contacted by, any potential target business or had any discussions, formal or otherwise, with respect to such a transaction or taken any direct or indirect measures to locate a specific target business or consummate a business combination.
Description of principals: Jay Sugarman has served as our chairman since our inception. Mr. Sugarman is the chairman and chief executive officer of iStar Financial. Having led iStar Financial since its beginning, Mr. Sugarman has built iStar Financial into one of the largest providers of investment capital to the high-end real estate and corporate markets, growing its total market capitalization from under $50 million in 1997 to nearly $20 billion as of September 30, 2007. Prior to 1997, Mr. Sugarman founded and was co-general partner of Starwood Mezzanine Investors, L.P., a private investment partnership specializing in structured real estate finance. Prior to forming Starwood Mezzanine Investors, L.P. in 1994, Mr. Sugarman managed diversified investment funds on behalf of the Burden family, a branch of the Vanderbilts, and the Ziff family. While in that position, he was jointly responsible for the formation of Starwood Capital Group L.P., a private equity firm specializing in real estate investments, and the formation of HBK Investments, one of the nation's largest multi-strategy trading operations. Mr. Sugarman received his undergraduate degree summa cum laude from Princeton University, where he was nominated for valedictorian and received the Paul Volcker Award in Economics, and his M.B.A. degree with highest distinction from Harvard Business School, graduating as a Baker Scholar and recipient of the school's academic prizes for both finance and marketing.
Jay S. Nydick has served as our chief executive officer, president and secretary since our inception, 2007. Mr. Nydick is the president of iStar Financial and has served in that capacity since November 2004. Mr. Nydick has primary responsibility for identifying, evaluating and executing strategic expansion opportunities for iStar Financial. In that capacity he has overseen iStar Financial's acquisition of a 47.5% interest in Oak Hill Advisors, L.P., the development of iStar Financial's AutoStar platform including the accumulation of over $1 billion in assets under management, the launch of TimberStar which most recently completed the $1.2 billion acquisition of timberlands sold by International Paper, and responsibility for iStar Financial's European expansion, including strategic joint ventures with MoorPark and London and Regional. Prior to joining iStar Financial, Mr. Nydick spent 14 years at Goldman, Sachs & Co. in various capacities in that firm's corporate finance, leverage finance and real estate investment banking groups. Among his roles at Goldman, he served as a managing director based in Hong Kong heading the Corporate Finance Group and Mergers Practice for non-Japan Asia, and as a member of the Products and Financial Sponsors Group based in New York. Prior to his assignment in Asia, Mr. Nydick was in Goldman's Real Estate Investment Banking Group, and co-headed the firm's Lodging and Gaming Business and spent time in the Debt Capital Markets and Derivatives Group. During his career, he has been involved in a broad range of transactions including mergers, acquisitions, debt and equity financings, leveraged buyout transactions and the development of innovative products across many different markets in the world. Mr. Nydick holds a bachelors degree from Cornell University where he graduated as a Presidential Scholar and an M.B.A. degree from Columbia University.
SEC filings: sec.gov |
