Another blank check company, Cold Spring Capital, Inc. has filed an S-1. The deal is being underwritten by Ferris, Baker Watts. The company is going to focus its acquisition efforts on acquiring an operating company in the commercial finance or real estate sectors.
Cold Spring Capital, Inc. – STILL IN REGISTRATION
Number of units being offered: 20,000,000
Proposed price per unit: $6.00
Terms of deal: One share of common stock and two warrants to purchase one share of common stock at $6.00 per share.
Underwriters: Ferris, Baker Watts
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 25,000,000
Shares to be held by public shareholders: 20,000,000
Shares held by insiders: 5,000,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $120,000,000
Net proceeds to be held in escrow: $107,526,000
Escrowed proceeds per share applicable to future public shareholders: $5.38
Date of IPO: N/A
Date of original filing: June 15, 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 May 26, 2005. We were formed for the purpose of undertaking one or more business combinations, portfolio of financial assets acquisitions and/or real estate acquisitions that we expect will generate financial assets. We do not have any specific operating business, portfolio acquisition or real estate acquisition under consideration, and we have not had any preliminary contacts or discussions with any target regarding a business combination, portfolio acquisition or real estate acquisition. Our efforts in identifying a prospective target will not be limited to a particular industry, although we intend to focus our efforts on consumer and commercial finance companies, portfolios of financial assets originated by consumer and commercial finance companies, and real estate assets that are expected to generate a portfolio of financial assets. To date, our efforts have been limited to organizational activities and activities related to this offering.
Biographical information for significant officers: Richard A. Stratton has been our Chairman of the Board and Chief Executive Officer since our inception. Mr. Stratton is also Chairman of the Board and controlling stockholder of Directors of Developer Finance Corporation, or DFC, which generates a portfolio of financial assets by providing financing to consumers and developers for the purchase of rural, recreational and other real estate. Additionally, Mr. Stratton co-founded and is a controlling stockholder and Chief Executive Officer of Resort Finance Corporation, or RFC, which provides financing to developers of vacation ownership, or timeshare interests. Since the inception of DFC in December of 2001, and RFC in 2002, Mr. Stratton has been responsible for strategic planning, general oversight and raising capital for these entities. Since July 2003, RFC has owned a 40% interest in, and Mr. Stratton has been chief executive officer of, Resort Finance LLC, or RFL. RFL is in the business of acquiring, maintaining, administering, and financing a portfolio of timeshare loans and loans to timeshare developers, and certain related activities. Prior to co-founding DFC, Mr. Stratton was a co-founder, president and from 1996 to October 1999 CEO of Litchfield Financial Corporation (NASDAQ: LTCH), a specialty finance company with land, timeshare, financial services and tax lien divisions. Litchfield Financial was acquired by Textron Financial in October 1999 and Mr. Stratton served as Senior Vice President of Textron Financial from October 1999 until September 2000. Prior to Litchfield, Mr. Stratton held senior finance and marketing positions at Patten Corporation (now known as Bluegreen Corporation), Summit Software Technology, Gillette Company, and American Appraisal Company. Mr. Stratton received his B.A. degree from The College of the Holy Cross.
Joseph S. Weingarten has been our President, and a Director since our inception. Mr. Weingarten is the President of Cold Spring Capital Management Corporation which is principally in the business of providing management support to Developer Finance Corporation and Resort Finance Corporation (see the description of Mr. Stratton above) and also evaluates other opportunities in consumer and commercial finance. Mr. Weingarten was a Director in the Asset Backed Securities group of Nomura Securities International Inc., from August 2001 through June 2004, where he was primarily responsible for originating warehouse and term securitization transactions with focus on first time issuers and emerging asset classes, and has experience in financing a wide variety of asset types. He was also responsible for international asset backed securities clients issuing term securities in the United States, completing transactions for issuers in Australia, Brazil, Japan, and the United Kingdom. From January 2000 to August 2001, Mr. Weingarten was a Managing Director with ING Barings where he was responsible for originating, structuring, and executing securitized transactions in the term and asset-backed commercial paper markets. From March 1997 to December 1999, Mr. Weingarten was with Litchfield Financial Corporation (NASDAQ: LTCH), a specialty finance company with land, timeshare, financial services and tax lien divisions. During 1997 and 1998, he served first as Senior Vice President, and Executive Vice President from 1998 through December 1999. At Litchfield Financial, Mr. Weingarten was responsible for business development activities and was a member of senior management. Mr. Weingarten also served as a Vice President of ING's Asset Backed Finance Group at ING from 1993 to 1997, and with the Consumer Finance and Mortgage Finance Groups of USWEST Financial Services from 1991 to 1992, and as a certified public accountant with Arthur Andersen & Company from 1987 through 1991. Mr. Weingarten is a graduate of New York University and holds a B.A. in Finance and Accounting.
SEC filings: sec.gov |
