Another blank check company, Granahan McCourt Acquisition Corp., has filed an S-1. The offering is being underwritten by Deutsche Bank Securities. The company is going to focus its acquisition efforts on acquiring an operating entity in either the telecommunications or media industries.
Granahan McCourt Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 15,812,500 (includes 187,500 units to be purchased by the founder of the company)
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $6.00 per share.
Underwriter: Deutsche Bank Securities
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 19,718,500 (includes 187,500 common shares to be purchased by the founder of the company)
Shares to be held by public shareholders: 15,625,000 (does not include 187,500 common shares to be purchased by the founder of the company)
Shares held by insiders: 4,093,750
Percentage held by public shareholders: 79.24%
Gross proceeds being raised: $126.5 million (includes the proceeds from the sale of 187,500 units to the founder)
Net proceeds to be held in escrow: $118,750,000 (includes $2.5 million of offering costs deferred by the underwriter and $3 million from the sale of securities to the founder)
Escrowed proceeds per share applicable to future public shareholders: $7.60
Date of IPO: N/A
Date of original filing: July 26, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,906,250 shares purchased at $.0005 per share. Total proceeds: $2,000.
Restrictions on insider shares: The common shares shall remain in escrow until after the consummation of an acquisition.
Other insider requirements: The founder of the company has agreed to purchase 187,500 units at $8.00 per unit and 1.5 million warrants at $1.00 per warrant in a private placement prior to the offering. Total proceeds: $3 million.
The underwriters have also agreed to defer $2.5 million of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: We are a blank check Delaware company recently formed for the purpose of acquiring one or more assets or operating businesses in the telecommunications and media industries through a merger, capital stock exchange, asset or stock acquisition or other similar business combination. To date, our efforts have been limited to organizational activities as well as other activities related to this offering.
Biographical information for significant officers: David C. McCourt has served as our President, Chief Executive Officer and Chairman of the Board since our inception. In addition, Mr. McCourt is the Founder, Chief Executive Officer and Chairman of the Board of Granahan McCourt Capital, LLC, a private investment firm focused on making minority investments and advising companies in the telecommunications and media industries, a position he has held since January 2005. Over the last 25 years, Mr. McCourt has been a pioneer across the telecommunications and media industries, founding or acquiring over ten companies in four countries in North America and Europe. Under his leadership, these companies completed capital raising and merger transactions valued in excess of $7.0 billion. In 1985, Mr. McCourt established Discovery TV, an independent television station in Grenada producing a range of programming for the Caribbean market. In 1987, Mr. McCourt founded a competitive telephone company, Corporate Communications Network. Corporate Communications Network was later merged with a subsidiary of MFS Communications to create MFS/McCourt. MFS Communications was later sold to Worldcom. In the early 1990's Mr. McCourt formed a partnership based in London, England called McCourt Kiewit International that designed and built telecommunication systems across Europe. In 1993, Mr. McCourt formed a $196 million partnership with Peter Kiewit Sons, Inc. and acquired control of C-TEC, a diversified telecommunications company based out of Wilkes-Barre, Pennsylvania. Under Mr. McCourt's leadership as Chief Executive Officer and Chairman, C-TEC recapitalized its balance sheet and divested its non-strategic assets. In September 1997, C-TEC completed a tax free transaction splitting the company into three publicly traded companies: Cable Michigan, Commonwealth Telephone Company, and RCN Corporation. Mr. McCourt was Chief Executive Officer and Chairman of Cable Michigan from 1993 to 1999, he was Chief Executive Officer and Chairman of Commonwealth Telephone Company from 1997 to 2000, served as Chairman from 2000 until 2003 and was Chief Executive Officer and Chairman of RCN Corporation from 1997 through 2004, the latter of which was reorganized under Chapter 11 of the U.S. Bankruptcy Code in 2004. RCN Corporation is a facilities-based competitive provider of bundled phone, cable and high speed internet services delivered over its own fiber-optic local network to consumers located in the Boston, New York, Philadelphia, Chicago, San Francisco and Los Angeles metropolitan markets. Mr. McCourt has received numerous awards over his career including "Entrepreneur of the Year" by Ernst & Young, LLP as well as the American Irish Historical Society Gold Medal Award. In 2005, Mr. McCourt received an Emmy Award for his role as Executive Producer of the award-winning children's show "Reading Rainbow." Mr. McCourt is on the National Advisory Board of JPMorgan Chase Bank, the North American Advisory Board of the Michael Smurfit Graduate School of Business at University College in Dublin, Ireland, the Board of Overseers of the Robert Wood Johnson Medical School of the University of Medicine and Dentistry in New Jersey, and is a Board member of Narrowstep, Inc. – a television over the internet company. Mr. McCourt holds a B.A. from Georgetown University and is a frequent public speaker and contributor to national and international publications on business and regulatory issues in the telecommunications and media industries.
George J. Tenet has served as a director since our inception. Since July 2004, Mr. Tenet has served as a distinguished professor at Georgetown University. From July 1997 through June 2004, Mr. Tenet served as the Director of the U.S. Central Intelligence Agency. Prior to that, Mr. Tenet served in other government positions, including as Deputy Director of the C.I.A., Special Assistant to the President and Senior Director for Intelligence Programs at the National Security Council and Staff Director of the Senate Select Committee on Intelligence. Mr. Tenet holds a B.S.F.S. from the Georgetown University School of Foreign Service and an M.I.A. from the School of International Affairs at Columbia University.
SEC filings: sec.gov |
