Another blank check company, MDC Acquisition Partners, Inc., has filed an S-1. The deal is being underwritten by Wedbush Morgan Securities and ThinkEquity Partners LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the consumer and business service sectors.
MDC Acquisition Partners, Inc. – STILL IN REGISTRATION
Number of units being offered: 10,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and one warrant to purchase one share of common stock at $6.00 per share.
Underwriters: Wedbush Morgan Securities and ThinkEquity Partners LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 12,500,000
Shares to be held by public shareholders: 10,000,000
Shares held by insiders: 2,500,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $80,000,000
Net proceeds to be held in escrow: $72,382,517
Escrowed proceeds per share applicable to future public shareholders: $7.24
Date of IPO: N/A
Date of original filing: July 1, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,500,000 shares purchased at $.01 per share. Total proceeds: $25,000.
Restrictions on insider shares: The insiders are subject to lock-up provisions which restrict the sale of their stock until six months after the consummation of an acquisition.
Other insider requirements: An entity associated with the principals of the company has agreed to purchase 500,000 of the warrants at a price not to exceed $1.20 per warrant within 45 days from the date that the warrants begin trading independently of the units. Additionally, Wedbush Morgan Securities, the underwriter, has agreed to purchase 1,000,000 warrants at prices not to exceed $1.20.
Description of business: We are a recently organized blank check company formed for the purpose of acquiring one or more operating businesses through a merger, capital stock exchange, asset acquisition or other similar business combination. We intend to focus on businesses within the consumer and business service industries, although our acquisition efforts will not be limited to any particular industry.
Biographical information for significant officers: Robert B. Hellman, Jr., Chairman and Chief Executive Officer. Mr. Hellman joined McCown De Leeuw in 1987 as a senior associate and was named a managing director in 1991 and chief executive officer in 2001. He currently serves on the boards of StoneMor Partners L.P., a publicly-traded cemetery operator, and On Stage Entertainment, Inc., a producer and marketer of theatrical productions and operator of live theaters worldwide. Prior to joining McCown De Leeuw, Mr. Hellman was an associate at Bain & Co. Inc. from 1982 to 1984. Mr. Hellman received a BA from Stanford University, an MBA from Harvard Business School, and an MSc from the London School of Economics.
Matthew P. Carbone, Director and President. Mr. Carbone joined McCown De Leeuw in 2005 as a managing director. From 2002 to 2004, Mr. Carbone was a private investor. In 1998, Mr. Carbone founded and, until 2001, led Wit Capital Group's west coast operations and was a member of the executive management team. Prior to joining Wit Capital Group, Mr. Carbone worked in the investment banking divisions of Smith Barney from 1993 to 1998, the First Boston Corporation from 1992 to 1993 and Morgan Stanley from 1988 to 1990. Mr. Carbone received an MBA from Harvard Business School and a BA from Amherst College.
SEC filings: sec.gov |
