Another blank check company, Global Entertainment & Media Holdings Corp., has filed an S-1. The offering is being underwritten by Merrill Lynch & Co.. According to the company, it will be focusing its acquisition efforts on the entertainment and media industries.
Global Entertainment & Media Holdings 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 acquire an additional share of common stock at $7.50 per share.
Percentage of non-insider shares that can block an acquisition: 30%
Underwriter: Merrill Lynch & Co.
Corporate sponsors: None
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 15,000,000
Shares to be held by public shareholders: 18,750,000
Shares held by insiders: 3,750,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $150 million
Net proceeds to be held in escrow: $147,915,470 (includes $3.75 million from the sale of warrants to certain affiliates of the insiders, and $5.25 million in commissions deferred by the underwriter). The company may utilize up to $2.15 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: $9.86
Date of IPO: N/A
Date of original filing: February 11, 2008
Insider units: 3,750,000 units purchased at $.00667. Total proceeds: $25,000.
Restrictions on insider units and warrants: The insiders have agreed that their units shall remain in escrow until one year 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 3,750,000 warrants (@ $1.00 per warrant) immediately prior to the public offering. The total proceeds of $3,750,000 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 and the underwriter will not receive any of the escrowed proceeds.
Description of business: We are a recently organized Delaware blank check company formed for the purpose of effecting a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination with one or more businesses or assets. We intend to focus initially on businesses and assets in the media and entertainment industries, but we may pursue opportunities in other industries. 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 any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.
Description of principals: Jules Haimovitz, our Chairman and Chief Executive Officer, has 37 years of operating experience in the media and entertainment industry. He was most recently Vice Chairman and Managing Partner of Dick Clark Productions. Prior to joining Dick Clark, Mr. Haimovitz was President of MGM Networks, Inc. and had also served as special consultant to the Chairman and CEO of Metro- Goldwyn-Mayer, Inc. From 1997-1999, Mr. Haimovitz was President and Chief Operating Officer of King World Productions Inc., the leading worldwide distributor of first-run syndicated programming such as Wheel of Fortune, Jeopardy! and The Oprah Winfrey Show. In 1993, he was appointed Chief Executive Officer of ITC Entertainment Group, which was later sold to PolyGram N.V. in 1995. He continued to serve as ITC’s Chief Executive Officer until 1997, overseeing the integration of ITC into PolyGram. Previously, he was President and Chief Operating Officer of Spelling Entertainment Inc., which was formed when he led a team that acquired Worldvision Enterprises Inc. and Laurel Entertainment Inc. and merged them with Aaron Spelling Productions Inc. Mr. Haimovitz served in that capacity until 1992, when the company was sold to American Financial Corp. Prior to Spelling Entertainment, Mr. Haimovitz held numerous senior executive positions at Viacom Inc., and was part of the executive team that built the business into a media conglomerate that was sold to National Amusements for approximately $3.5 billion in 1987. Mr. Haimovitz began his career with ABC Television in 1971. He currently serves on the Board of Directors of Blockbuster Inc., Infospace, Inc., TVN Entertainment and ImClone Systems Incorporated and, over the course of his career, has also served on the Board of Directors of DIVA Systems Corp., Video Jukebox Network Inc., Spelling Entertainment, Orion Pictures Corporation, Showtime, The Movie Channel and Lifetime. Mr. Haimovitz also currently serves on the Board of the Brooklyn College Foundation.
Ronald Bernard, our Chief Financial Officer and Treasurer, has 30 years of experience in the entertainment, sports and media industries in both operating and financial capacities. Since 2003, he has been working with a number of major private equity firms and venture capital firms in identifying and acquiring media properties. From 2000-2003, Mr. Bernard was CEO of Sekani, Inc., a media licensing and digital asset management company, that was sold to Corbis, Inc. Between 1993 and 2000, Mr. Bernard was President of NFL Enterprises, the media business division of the National Football League and, prior to that, he held a number of senior level positions at Viacom Inc., including serving as Corporate Treasurer. He also held senior executive positions at Viacom subsidiaries, such as Showtime Networks, where he was Chief Financial Officer and Executive Vice President of Operations, and President of Viacom Network Enterprises, where he was responsible for developing the pay-per-view and satellite television distribution businesses, as well as numerous cable networks. Mr. Bernard currently serves on the Advisory Board of the Sports Management Program at Syracuse University and also as a Director of Mentor, Inc., the Lauri Strauss Leukemia Foundation and the Sports and Entertainment Academy at the Kelley School of Business, Indiana University.
Mark Piegza, our President and Secretary, has 16 years of investment banking experience in the technology, media and telecommunications industries, over which time he has developed senior relationships across a broad range of sectors and companies and has executed a variety of transactions, including public and private offerings of debt and equity, merchant banking transactions, mergers, acquisitions, divestitures and restructurings. Mr. Piegza was a Managing Director in the Technology, Media & Telecommunications Group, and its predecessor, at Banc of America Securities from February 2003 until October 2007. At Banc of America Securities, Mr. Piegza had global responsibility for the satellite sector and was also responsible for coverage of accounts in several other sub-sectors, including cable, diversified entertainment and sports. Prior to joining Banc of America Securities, Mr. Piegza was an Executive Director in UBS’ Media Group, focused on the satellite and broadband sectors. Prior to joining UBS, Mr. Piegza worked in the Media & Telecom Group, in New York and Hong Kong, of Donaldson, Lufkin & Jenrette from 1993 to 2000 and Credit Suisse First Boston (after its acquisition of Donaldson, Lufkin & Jenrette) from 2000 to 2001. Prior to joining Donaldson, Lufkin & Jenrette, Mr. Piegza worked in the Mergers & Acquisitions Group at Citibank and had previously started his investment banking career in 1989 in the Mergers & Acquisitions Group at Drexel Burnham Lambert.
SEC filings: sec.gov |
