Another blank check company, Endeavor Acquisition Corp., has filed an S-1. The deal is being underwritten by Landenburg Thalmann & Co., Inc. The company is going to focus its acquisition efforts on acquiring an operating company in the services industries, possibility in the marketing, health care, consumer or distribution sectors.
Endeavor Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 25,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one share of common stock at $6.00 per share.
Underwriters: Landeburg Thalmann & Co., Inc.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 31,250,000
Shares to be held by public shareholders: 25,000,000
Shares held by insiders: 6,250,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $200,000,000
Net proceeds to be held in escrow: $186,950,000
Escrowed proceeds per share applicable to future public shareholders: $7.48
Date of IPO: N/A
Date of original filing: September 20, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 6,250,000 shares purchased at $.004 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years, or when the common stock has a price in excess of $15.00 for any 20 trading days within any 30-trading day after the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: The principals have agreed to purchase up to 10,000,000 warrants, at a price not to exceed $1.00 per warrant, within the first ninety days after the warrants begin trading independently.
Description of business: We are a recently organized Delaware blank check company incorporated on July 22, 2005 in order to serve as a vehicle for the acquisition of an operating business. Our efforts in identifying a prospective target business will not be limited to a particular industry. However, we intend to focus on service businesses in one of the following segments, although we have not prioritized any of them: Business services, marketing services, consumer services, healthcare services, or distribution services.
Biographical information for significant officers: Jonathan J. Ledecky has been our president and secretary since our inception. Since June 1999, Mr. Ledecky has served as chairman of the Ledecky Foundation, a philanthropic organization which contributes funds to programs for the education of disadvantaged inner city youth in Washington, D.C., New York and Boston. Since 1998, Mr. Ledecky has also served as chairman of Ironbound Partners Fund LLC. In 1994, Mr. Ledecky founded U.S. Office Products and served as its chief executive officer until November 1997 and chairman until June 1998. During his tenure, U.S. Office Products completed over 260 acquisitions, and grew to a Fortune 500 company with over $2.6 billion in revenues. In June 1998, U.S. Office Products completed a comprehensive restructuring plan whereby four separate entities were spun off to shareholders and U.S. Office Products underwent a leveraged recapitalization. In connection with these transactions, Mr. Ledecky resigned from his position as chairman of U.S. Office Products and became a director of each of the four spin-off entities. In February 1997, Mr. Ledecky founded Building One Services Corporation (originally Consolidation Capital Corporation), an entity formed to identify attractive consolidation opportunities which ultimately focused on the facilities management industry. In November 1997, Building One raised $552 million in an initial public offering. Mr. Ledecky served as Building One’s chief executive officer from November 1997 through February 1999 and as its chairman from inception through its February 2000 merger with Group Maintenance America Corporation. During his tenure with Building One, it completed 46 acquisitions and grew to over $1.5 billion in revenues. From July 1999 to July 2001, Mr. Ledecky was vice chairman of Lincoln Holdings, owners of the Washington sports franchises in the NBA, NHL and WNBA. Since June 1998, Mr. Ledecky has served as a director of School Specialty, a NASDAQ National Market listed education company that provides products, programs and services that enhance student achievement and development. School Specialty spun out of U.S. Office Products in June 1998. In May 2005, School Specialty entered into an agreement to be acquired by an affiliate of Bain Capital in a transaction valued at approximately $1.8 billion which is scheduled to close in late September 2005. In his role as a board member of School Specialty, Mr. Ledecky initiated the transaction with Bain Capital. Since 1994, Mr. Ledecky has been involved with numerous other companies in director positions. Two of these companies, U.S.A. Floral Products Inc. and UniCapital, filed for voluntary bankruptcy in the last five years. In addition, after resigning from his position as a director and executive officer with U.S. Office Products, it filed for bankruptcy protection. In no case was Mr. Ledecky an executive officer of these companies during the two years preceding the bankruptcy filings. Mr. Ledecky was a trustee of George Washington University and served as commissioner on the National Commission on Entrepreneurship. He is also director of the Washington Educational Television Association. In addition, in 2004, Mr. Ledecky was elected the Chief Marshal of the 2004 Harvard University Commencement, a singular honor bestowed by his alumni peers for a 25th reunion graduate deemed to have made exceptional contributions to Harvard and the greater society while achieving outstanding professional success. Mr. Ledecky received a B.A. (cum laude) from Harvard University and a M.B.A from Harvard Business School.
Eric J. Watson has been our chairman of the board and treasurer since our inception. Mr. Watson has been the chairman and controls Cullen Investments Limited, a private investment company which he founded in 1996. Cullen Investments Limited now has interests in approximately 20 companies in various industries including retail, manufacturing, consumer finance, healthcare and real estate. Cullen Investments’ holds an 81% ownership interest in Pacific Retail Group, a publicly listed company in New Zealand that operates several consumer focused companies, including Powerhouse, a significant specialty appliance retail chain in the United Kingdom, Bendon, an international manufacturer and retailer of women’s lingerie, and Pacific Retail Finance Group, a New Zealand consumer finance company. Another major investment of Mr. Watson’s is control of 50% of the Hanover Group, one of the largest privately owned financial service firms in New Zealand. Prior to founding Cullen Investments, Mr. Watson was the founding chairman and largest shareholder of Blue Star Group, a retail and distribution group he founded in 1993. In 1996, Blue Star Group was sold to U.S. Office Products, a diversified supplier of a broad range of office products and business services to corporate customers, and Mr. Watson continued as executive chairman of Blue Star Group until 1998. In October 2001, the SEC issued a cease and desist order against Mr. Watson in connection with certain purchases and sales made by Mr. Watson of shares of a company U.S. Office Products was seeking to acquire while he was executive chairman of Blue Star Group and acting as chief negotiator for U.S. Office Products. The SEC found Mr. Watson had violated Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder with respect to such purchases and sales by not disclosing his ownership of such shares to U.S. Office Products. After the SEC began investigating Mr. Watson’s conduct in connection with these transactions, Mr. Watson voluntarily established a fund to return any profits he received as a result of the purchases and sales. Prior to serving with U.S. Office Products, Mr. Watson held several positions with Xerox Corporation including president of operations for Australasia. Mr. Watson received a diploma of general management from Auckland University.
SEC filings: sec.gov |
