Another blank check company, Mercator Partners Acquisition, has filed an S-1. The deal is being underwritten by HCFP/Brenner Securities LLP, the firm that took Trinity Partners public. This transaction is more ambitious than the Trinity offering. This time HCFP is looking to raise over $50 million; the Trinity transaction raised only $9 million. Mercator is going to focus its acquisition search on the communications industry. Mercator’s CEO, H. Brian Thompson, is a heavy hitter in the communications industry.
Mercator Partners Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 500,000 Class A units and 4,600,000 Class B units
Proposed price per unit: $10.50 per Class A unit and $10.10 per Class B unit
Terms of deal: Each Class A unit consists of two shares of common stock and five Class W warrants and five Class Z warrants to purchase common stock at $5.00 per share. Each Class B unit consists of two shares of Class B common stock and one Class W warrant and one Class Z warrant to purchase common stock at $5.00 per share.
Underwriters: HCFP/Brenner Securities LLP
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 1,000,100 shares of Class A common stock and 9,200,000 shares of Class B common stock
Shares to be held by public shareholders: 1,000,000 shares of common stock and 9,200,000 shares of Class B common stock
Shares held by insiders: 100 shares of common stock
Percentage held by public shareholders: Less than 1.00%. The management team has been issued a large number of warrants as an incentive.
Gross proceeds being raised: $51,710,000
Net proceeds to be held in escrow: $46,460,000
Escrowed proceeds per share applicable to future public shareholders: $5.05 (Class B shares only)
Date of IPO: N/A
Date of original filing: January 26, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Description of business: We are a blank check company organized under the laws of the State of Delaware on January 3, 2005. We were formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Our efforts in identifying a prospective target business will not be limited to a particular industry. Nevertheless, we intend to initially focus on the communications industry. To date, our efforts have been limited to organizational activities.
The communications industry encompasses companies which create, produce, deliver, distribute and/or market communications services and content, or provide equipment, software or technology which enables the creation and provisioning of communications services. Communications services consist of any voice, data or video transmission regardless of the medium of transmission. Examples of segments of the communications industry include but are not limited to:
-- wireline local and long distance telecommunications (including voice over internet protocol);
-- wireless voice and data;
-- cable and satellite radio and television;
-- network equipment software and hardware; and
-- information technology services and network outsourcing.
Biographical information for significant officer: H. Brian Thompson has been our Chairman and Chief Executive Officer since our inception. Since January 2003, Mr. Thompson also has been the Chairman of Comsat International, one of the largest independent telecommunications operators serving Latin America. Comsat, acquired from Lockheed Martin in a transaction completed in October 2002, provides international data and voice communications services to commercial customers and other telecommunications carriers through a fully integrated fiber, wireless, and satellite network. Mr. Thompson has also been the Chief Executive Officer of Universal Telecommunications, Inc., a private equity investment and advisory firm, focused on consolidations and start-up companies in the communications industry, since he formed it in June 1991. Since October 1998, Mr. Thompson has also served as the Co-Chairman for the Americas of the Global Information Infrastructure Commission, a multinational organization comprised of international communication industry professionals, the strategic objective of which is to chart the role of the private sector in the developing global information and telecommunications infrastructure. From March 1999 to September 2000, Mr. Thompson was Chairman and Chief Executive Officer of Global TeleSystems, Inc. (formerly Global TeleSystems Group, Inc.), a provider of broadband, internet and voice services, serving businesses and carriers throughout Europe. From 1991 to June 1998, Mr. Thompson served as Chairman and Chief Executive Officer of LCI International, Inc., which became a leading telecommunications provider during his tenure. In June 1998, LCI merged with Qwest Communications International Inc. and until December 1998, Mr. Thompson served as Vice Chairman of the board of Qwest. From 1981 to 1990, Mr. Thompson served as Executive Vice President of MCI Communications Corporation, with responsibility for eight operating divisions, including MCI International. Mr. Thompson was previously a management consultant specializing in telecommunications and technology enterprises with McKinsey & Company, a management consulting firm.
Mr. Thompson currently serves as a member of the board of directors of the following public companies: Sonus Networks, Inc. (NASDAQ: SONS), United Auto Group Inc. (NYSE: UAG), Axcelis Technologies, Inc. (NASDAQ: ACLS), and Bell Canada International, Inc. (NEX: BI.H). Mr. Thompson also serves as a member of the board of directors of ArrayComm, Inc., a privately held company engaged in the development of broadband wireless technology. Mr. Thompson is a trustee of Capitol College in Laurel, Maryland, and serves as a member of the Irish Prime Minister’s Ireland-America Economic Advisory Board. Mr. Thompson formerly served on the boards of DynCorp, Williams Communications Group, Inc. and Comcast UK Cable Partners Limited. Mr. Thompson is a former Chairman of the U.S. Competitive Telecommunications Association (CompTel) and also served as Chairman of both the Advisory Committee for Telecommunications and, more recently, the Advisory Committee on Infocoms, for Ireland’s Department of Public Enterprise. From January 1999 to March 1999, Mr. Thompson served as non-executive Chairman of Telecom Eireann, Ireland’s incumbent telephone company. Mr. Thompson received a B.S. from the University of Massachusetts and an M.B.A. from Harvard Business School.
SEC filings: sec.gov |
