Another blank check company, Liberty Lane Acquisition Corp., has filed an S-1. The offering is being underwritten by Goldman, Sachs & Co.. According to the company, it will not be focusing its initial acquisition efforts in any particular industry.
Liberty Lane Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 35,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and one-half of 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: 35%
Underwriter: Goldman, Sachs & Co.
Corporate sponsors: Liberty Lane Funding LLC
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 37,838,000
Shares to be held by public shareholders: 35,000,000
Shares held by insiders: 2,838,000
Percentage held by public shareholders: 92.5%
Gross proceeds being raised: $350 million
Net proceeds to be held in escrow: $340,950,000 (includes $3.5 million from the sale of warrants to certain affiliates of the insiders, and $10.5 million in commissions deferred by the underwriter). The company may utilize up to $5 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: $9.74
Date of IPO: N/A
Date of original filing: March 25, 2008
Insider shares and warrants: 2,838,000 shares purchased at $.00881. Total proceeds: $25,000. The insiders also received 3,784,000 warrants with an exercise price of $7.50 per share and another 3,784,000 warrants with an exercise price of $10.00 per share.
Restrictions on insider shares and warrants: The insiders have agreed that their shares 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 180 days after the consummation of an acquisition and the filing of an effective registration statement.
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 $10.5 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 March 7, 2008. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating businesses, which we refer to as our business combination. Our efforts in identifying a prospective target business will not be limited to a particular industry or geographic region. We do not currently have any specific business combination or specific target under consideration. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable target, although we may do so following this offering. To date, our efforts have been limited to organizational activities, including the issuance of the initial shares and the initial warrants to our initial stockholders, and activities related to this offering.
Description of principals: Paul M. Montrone. Mr. Montrone has been the Chairman of our Board and a Director since our inception. Mr. Montrone is a founding member and has been Chairman of Liberty Lane Partners LLC, a private management and investment company, since its inception in 2007. Mr. Montrone was the President and Chief Executive Officer of Fisher Scientific from 1991 until 1998, and its Chairman and Chief Executive Officer from 1998 until the company’s merger with Thermo Electron Corporation in November 2006. Mr. Montrone is currently a director of the Foundation for the National Institute of Health. Mr. Montrone is a founder and the Chairman of the Board of Perspecta Trust LLC. Perspecta Trust is a commercial trust company which offers wealth management services to high net worth individuals and families. In addition, Mr. Montrone is the Chairman of the Board of Latona Associates Inc., a private investment company owned by Mr. Montrone and affiliated trusts. During the Clinton Administration, Mr. Montrone was a member of the President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry.
Paul M. Meister. Mr. Meister has been our Chief Executive Officer, President and a Director since our inception. Mr. Meister is a founding member and has been the Chief Executive Officer of Liberty Lane Partners LLC, a private management and investment company, since its inception in 2007. Mr. Meister is also a Vice President of Latona Associates. Mr. Meister was Chairman of the Board of Thermo Fisher Scientific Inc., a company formed by the merger of Fisher Scientific and Thermo Electron Corporation, from November 2006 until April 2007. Mr. Meister was Vice Chairman of Fisher Scientific from 2001 until November 2006. Mr. Meister served as Fisher Scientific’s Chief Financial Officer from 1991 until 2001. Mr. Meister is also a director of M & F Worldwide Corp., a diversified products and services company, and LKQ CorporationTM, a provider of automotive aftermarket collision replacement products as well as recycled and refurbished automotive replacement products. In addition, Mr. Meister is the Co-Chair of the University of Michigan’s Life Sciences Institute External Advisory Board.
SEC filings: sec.gov |
