Another blank check company, Columbus Acquisition Corp., has filed an S-1. The offering is being underwritten by Ladenburg Thalmann & Co. According to the company, its acquisition efforts will not be limited to any specific industry.
Columbus Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 12,500,000
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: Landenburg Thalmann & Co.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 15,625,000
Shares to be held by public shareholders: 12,500,000
Shares held by insiders: 3,125,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $100 million
Net proceeds to be held in escrow: $97.35 million (includes $3 million from the sale of warrants to the insiders and $2 million of offering costs deferred by the underwriter)
Escrowed proceeds per share applicable to future public shareholders: $7.79
Date of IPO: N/A
Date of original filing: November 22, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,125,000 shares purchased at $.008 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until after the completion of the offering.
Other insider requirements: Certain of the insiders have agreed to purchase 3 million warrants in a private placement prior to the offering. The total proceeds of $3 million will be placed into the trust account.
The underwriters have also agreed to defer $2 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 recently organized Delaware blank check company incorporated on August 1, 2006 in order to serve as a vehicle for the acquisition of an operating business. Our efforts in identifying prospective target businesses will not be limited to a particular industry.
Description of principals: Andrew Intrater has been our Chairman of the Board, President and Chief Executive Officer since our inception. Since January 2000, Mr. Intrater has been the Chief Executive Officer of Columbus Nova, a private investment firm with offices in New York, Los Angeles, Charlotte and Moscow. Columbus Nova manages in excess of $1.5 billion of investor capital through public and private investment vehicles. Mr. Intrater also serves as the Senior Managing Partner of Columbus Nova’s investment business, including Columbus Nova Capital and Columbus Nova Opportunity Fund, and is a former Director of Renova Management, a global leader in energy, base metals and mining industries. Columbus Nova is the U.S.-based affiliate of the Renova Group of companies, one of the largest Russian strategic investors in the metallurgical, oil, machine engineering, mining, chemical, construction, housing & utilities and financial sectors, with net assets of approximately $9 billion at the end of 2005. Renova Group of companies is a shareholder of leading mining and industrial entities in the Russian and global business communities, such as TNK-BP, OJSC SUAL-Holding and CJSC Integrated Energy Systems. Its social and municipal operations include OJSC Russian Utilities, Koltsovo Airport (Yekaterinburg) and the Nongovernmental Large Pension Fund. In addition, Renova Group of companies have affiliated investment companies that operate in real estate (Renova-Development, Renova-Stroi-Group), portfolio investment (Direct Investments Fund) and intangible asset management (Institute for Corporate Development). From 1985 to 2000, Mr. Intrater served as President and Chief Operating Officer of Oryx Technology Corp., and its predecessor, ATI, a leading manufacturer of semi-conductor testing equipment, based in Silicon Valley. Mr. Intrater serves as Chairman of the Board of Directors of Moscow Cablecom Corp., a company listed on the Nasdaq Global Market. In early November 2006, Renova Media Enterprises Ltd., a principal shareholder of Moscow Cablecom Corp., offered to acquire all of the common shares of Moscow Cablecom that it does not own. Mr. Intrater is also a member of the Board of Directors of Oryx Technology Corp., Clareos, Inc. and Ethertouch, Ltd. Mr. Intrater received a B.S. from Rutgers University.
Michael W. Ernestus has been our Executive Director since November 2006. Since October 2001, Mr. Ernestus has been a Managing Partner of Artus Advisors, LLC, a financial advisory firm for hedge funds, start-up and second stage investments as well as leveraged buyout transactions. Since June 2005, Mr. Ernestus has also been a Managing Partner of Atlantic European Partners, LLC, a privately-held investment company with focus on investments in European “old-economy” manufacturing industries. From 1997 to 2001, Mr. Ernestus was the Managing Member of Recovery Asset Management, LLC, an advisory firm to hedge funds as well as to a Luxemburg-based publicly traded fund. From 1993 to 1996, Mr. Ernestus was a member of the Board of Directors and the Head of Investment Banking and Origination & Syndication of Swiss Bank’s German operation, SBC-Warburg (Deutschland) AG, formerly Schweizerischer Bankverein (Deutschland) AG. During that period, Mr. Ernestus was also the Managing Director, Corporate Finance of SBC-Warburg, London, formerly Swiss Bank Corporation, London. From 1991 to 1993, Mr. Ernestus was a Director, Investment Banking at Salomon Brothers AG in Frankfurt, Germany. From 1986 to 1991, Mr. Ernestus was a Vice President at Bankers Trust in New York, first in their Corporate Finance, Foreign Direct Investment Group and later in their Merchant Banking Origination Group. From 1983 to 1986, Mr. Ernestus was a Vice President in the Commercial Banking Division of Deutsche Bank AG’s New York Branch. From 1978 to 1982, Mr. Ernestus assumed various positions at Berliner Handels- und Frankfurter Bank (BHF-Bank) in Frankfurt and New York. Mr. Ernestus received a Graduate Degree in Law and a Doctorate in Law from Johann-Wolfgang-Goethe-Universität in Frankfurt, Germany and an LL.M. from the University of California, Boalt Hall School of Law as well as an M.B.A. from New York University, Stern School of Business.
Barry J. Rourke has been a member of our Board of Directors since November 2006. Since August 2004, Mr. Rourke has served as Chairman of the Audit Committee of SUAL Holding, the company responsible for the management of the SUAL Group assets. The SUAL Group is a fully vertically integrated aluminum company that ranks amongst the world’s top ten aluminum producers, comprised of 20 businesses that are located in nine Russian regions and in Ukraine, Zaporozhye City and are involved in the production of bauxite, alumina, primary aluminum, silicon, semi-finished and finished aluminum products. The SUAL Group has recently entered into an agreement with RUSAL, the world’s third largest aluminum producer, and Glencore International AG, the Swiss natural resources group, to create the “United Company RUSAL,” by merging their respective aluminum and alumina assets. SUAL Holding is affiliated with Columbus Nova through common ownership. Since April 2001, Mr. Rourke has served as Chairman of the Board of Threshold Housing, a social housing provider with over 6,000 residential units. Mr. Rourke also serves as non-executive Chairman of Cadogan Petroleum plc, a company with oil and gas exploration and development interests in Ukraine; as an independent member of the Audit Committee for the Department of Trade and Industry in the United Kingdom; and as a non-executive Director of Surrey and Borders Partnership NHS Trust, a leading mental health and learning disability trust in the United Kingdom. Mr. Rourke was an Audit Partner with PricewaterhouseCoopers in the United Kingdom from 1984 until his retirement in December 2001.
Paul F. Lipari has been our Senior Vice President since November 2006. Mr. Lipari has been a partner of Columbus Nova since July 2006. Since February 2003, Mr. Lipari has been a founding partner of Hudson Capital Advisors, an affiliate of Columbus Nova, focused on providing investment banking advisory services (including M&A, debt and equity capital raising and restructuring services), to middle market companies. From 2001 to 2003, Mr. Lipari worked for Trimaran Capital Partners, a $1.0 billion private equity fund. At Trimaran, Mr. Lipari primarily focused on Media and Telecommunications investments. From 1997 to 2001, Mr. Lipari worked as an Executive Director in the Leveraged Finance Group for CIBC World Markets, and worked on a variety of senior bank debt, high yield debt and private/public equity transactions. While in the Leveraged Finance Group at CIBC, Mr. Lipari spent considerable time working on numerous financings for Global Crossing, a provider of telecommunications services, and was involved with monitoring CIBC’s private equity investment in Global Crossing. Mr. Lipari sat on the board of Global Crossing prior to 2000. From 1994 to 1997, Mr. Lipari worked at Salomon Brothers, Inc. where he was an associate in their High Yield Group and an analyst in their Merchant Banking Group. Mr. Lipari currently serves as the Chairman of White Energy Partners, LLC, in which Columbus Nova holds a 33% interest. Mr. Lipari received an M.B.A. from The Amos Tuck Business School at Dartmouth and a B.A. from Yale University.
Jason Epstein has been our Senior Vice President since August 2006. Since 2002, Mr. Epstein has been a partner of Columbus Nova, primarily responsible for private investment activities. In 1998, Mr. Epstein founded eLink Communications, a provider of broadband, networking and application services, and served as its Chief Executive Officer for three years. Mr. Epstein has twice been a finalist for the Ernst & Young Entrepreneur of the Year Award and was named one of forty “Rising Stars” in the Washington Business Forward’s “The Next Network.” Mr. Epstein serves on various Boards of Directors of portfolio companies. Mr. Epstein received a B.A. from Tufts University.
Michael Sloan has been our Senior Vice President since November 2006. Since 2002, Mr. Sloan has been a partner of Columbus Nova, primarily responsible for origination and management of investments for Columbus Nova’s private investment activities along with providing financial and strategic planning advice. In 1998, Mr. Sloan co-founded eLink Communications and served as its President and Chief Financial Officer for three years. Mr. Sloan has twice been a finalist for the Ernst & Young Entrepreneur of the Year Award. Mr. Sloan received a B.A. from Cornell University.
SEC filings: sec.gov |
