Another blank check company, Open Acquisition Corp., has filed an S-1. The offering is being underwritten by Deutsche Bank Securities. According to the company, its acquisition efforts “will not be limited to a particular industry or group of industries, however, we will not complete a business combination with any entity engaged in any of the following as its principal business: (i) real estate brokerage, (ii) insurance brokerage and employee benefits, (iii) retail investment advisory and asset management services, (iv) quick service restaurants or (v) tobacco.”
Open Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 12,500,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to acquire an additional share of common stock at $7.50 per share.
Underwriter: Deutsche Bank Securities
Corporate sponsors: Open Lcq LLC
Proposed ticker symbols
Common stock: OXE
Warrants: OXE-WT
Units: OXE-U
Common shares to be outstanding subsequent to IPO: 15,625,000
Shares to be held by public shareholders: 12,500,000
Shares held by insiders: 3,125,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $125 million
Net proceeds to be held in escrow: $122,500,000 (includes $3.5 million from the sale of warrants to certain affiliates of the insiders, and $3.75 million in commissions deferred by the underwriter). The company may utilize up to $2.1 million of the interest earned in the trust account for working capital to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $9.80
Date of IPO: N/A
Date of original filing: January 29, 2008
Insider units: 3,125,000 units purchased at $.00696. Total proceeds: $21,739.
Restrictions on insider units and warrants: The insiders have agreed that their units shall remain in escrow until 180 days after the consummation of an acquisition or the liquidation of the company. The warrants are not transferable until after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 3,500,000 warrants (@ $1.00 per warrant) immediately prior to the public offering. The total proceeds of $3,500,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $3.75 million.
In the event that the company is liquidated, the insiders and the underwriter will not receive any of the escrowed proceeds.
Description of business: We are a blank check company organized under the laws of the State of Delaware on January 9th, 2008. We were formed for the purpose of effecting a merger, capital stock exchange, asset or stock acquisition or other similar business combination with one or more domestic or international businesses or assets. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries, however, we will not complete a business combination with any entity engaged in any of the following as its principal business: (i) real estate brokerage, (ii) insurance brokerage and employee benefits, (iii) retail investment advisory and asset management services, (iv) quick service restaurants or (v) tobacco.
Profiles of principals: Howard M. Lorber, our Chairman of the Board, serves as President and Chief Executive Officer of Vector Group. Mr. Lorber has been with Vector Group and its diversified interests since 1994 and is actively involved in the management of all of Vector’s assets. In addition to his role at Vector Group, Mr. Lorber was President, Chief Operating Officer and a Director of New Valley Corporation from November 1994 until its merger with Vector Group in December 2005. Mr. Lorber was Chairman of the Board of Hallman & Lorber Assoc., Inc., consultants and actuaries of qualified pension and profit sharing plans, and various of its affiliates from 1975 until December 2004 and has been a consultant to these entities since January 2005; a stockholder and a registered representative of Aegis Capital Corp., a broker-dealer and a member firm of the National Association of Securities Dealers, since 1984; Chairman of the Board of Directors since 1987 and Chief Executive Officer since November 1993 of Nathan’s Famous, Inc., a chain of quick service restaurants; a consultant to Vector Group and Liggett Group from January 1994 to January 2001; a director of United Capital Corp., a real estate investment and diversified manufacturing company, since May 1991; a director of Prime Hospitality Corp., a company doing business in the lodging industry, from May 1994 until its acquisition by Blackstone Group LP in November 2004; Chairman of the Board of Ladenburg Thalmann Financial Services from May 2001 until July 2006 when he became Vice Chairman, in which capacity he currently serves; and a director of SP Acquisition Holdings, Inc., a blank check company, since June 2007. Mr. Lorber holds a Bachelor of Arts degree, a Master of Science degree in Taxation and an Honorary Doctorate from Long Island University, where he is also a trustee.
Michael S. Liebowitz, our President, Chief Executive Officer, Secretary and Treasurer, served as Chairman, President and Chief Executive Officer of Harbor Group, Ltd. (“Harbor”), a property and casualty brokerage firm, since its formation in 1994 through June 2007 when Mr. Liebowitz sold his remaining interest in the company and currently serves as an advisor to that company. Mr. Liebowitz became Chairman and Chief Executive Officer of Preferred Services Group of New York LTD (“PSG”), a property and casualty insurance provider, in January 2005 when PSG was acquired by Harbor. In January 2006, Mr. Liebowitz became Chairman and Chief Executive Officer of Innova Risk Management, LLC (formerly Parks and Associates LLC) (“Innova”), a property and casualty insurance provider in the New York co-op and condominium market, when Innova was acquired in a joint venture with Harbor and an entity controlled by Prudential Douglas Elliman Real Estate. Mr. Liebowitz is the managing member of Sunrise Realty Group, Inc. Mr. Liebowitz is the President and Chief Executive Officer of Hallman and Lorber Associates, Inc., a provider of consultant and actuarial services related to qualified pension plans. Mr. Liebowitz is the President and Chief Executive Officer of Insreview, Inc., an insurance consultant for many of the largest and most high profile commercial mortgage backed securities real estate and corporate transactions, which currently represents many of the major top tier investment banks, capital market and mezzanine lenders as well as several real estate opportunity funds. Mr. Liebowitz regularly provides expert testimony related to complex insurance issues. Mr. Liebowitz wasalso special consultant to GMAC for all insurance matters related to the World Trade Center placement, claim and litigation. Mr. Liebowitz holds a Bachelor of Science Degree in Finance from CW Post College of Long Island University.
SEC filings: sec.gov |
