Another blank check company, Freedom Acquisition Holdings, has filed an S-1. The offering is being underwritten by Citigroup and Ladenburg Thalmann & Co., Inc. The company is going to focus its acquisition efforts on acquiring an operating entity in an as yet unidentified industry.
Freedom Acquisition Holdings – STILL IN REGISTRATION
Number of units being offered: 37,500,000
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: Citigroup and Ladenburg Thalmann & Co., Inc.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 46,875,000
Shares to be held by public shareholders: 37,500,000
Shares held by insiders: 9,375,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $300 million
Net proceeds to be held in escrow: $288,750,000 (includes $6 million of offering costs deferred by the underwriter and $4.5 million from the sale of securities to certain of the insiders)
Escrowed proceeds per share applicable to future public shareholders: $7.70
Date of IPO: N/A
Date of original filing: August 2, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 9,375,000 shares purchased at $.00267 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 4.5 million warrants at $1.0 per warrant in a private placement prior to the offering. Total proceeds: $4.5 million.
The underwriters have also agreed to defer $6 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.
The insiders have also agreed to purchase 6,250,000 units at $8,00 per unit immediately prior to the consummation of an acquisition.
Description of business: We are a Delaware blank check company formed on June 8, 2006 to complete a business combination with one or more operating businesses. Our efforts in identifying a prospective target business will not be limited to a particular industry. We do not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. To date our efforts have been limited to organizational activities as well as activities related to this offering.
Biographical information for significant officers: Nicolas Berggruen has been our president and chief executive officer since our inception in June 2006. Mr. Berggruen founded what became Berggruen Holdings, Inc. in 1984 to act as investment advisor to a Berggruen family trust that has made over 50 control and non-control direct investments in operating businesses over the last 20 years. Mr. Berggruen has served as the president of Berggruen Holdings, Inc. since its inception. In 1984 he also co-founded Alpha Investment Management, a multi-billion dollar hedge fund management company that was sold to Safra Bank in 2004. Prior to co-founding Alpha Investment Management and Berggruen Holdings, Inc., Mr. Berggruen served as an analyst on the real estate side of the family-held investment firm Bass Brothers Enterprises, and an associate of Jacobson and Co., Inc., a leveraged buyout company. Mr. Berggruen obtained a Bachelor of Science in Finance and International Business from New York University.
Martin E. Franklin has been the chairman of our board of directors since our inception in June 2006. Mr. Franklin has served as chairman and chief executive officer of Jarden Corporation, a broad based consumer products company, since 2001. Prior to joining Jarden Corporation, Mr. Franklin served as chairman and a director of Bollé, Inc. from 1997 to 2000, chairman of Lumen Technologies from 1996 to 1998, and as chairman and chief executive officer of its predecessor, Benson Eyecare Corporation from 1992 to 1996. Mr. Franklin also serves on the board of directors of Apollo Investment Corporation and Kenneth Cole Productions, Inc. Mr. Franklin also serves as a director and trustee of a number of private companies and charitable institutions.
SEC filings: sec.gov |
