Another blank check company, Stoneleigh Partners Acquisition Corp. has filed an S-1. The offering is being underwritten by HCFP/Brenner Securities LLC. The company is going to focus its acquisition efforts on acquiring a middle market sized (defined as an entity with an enterprise value between $100 million and $250 million) operating company.
Stoneleigh Partners Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 850,000 Series A units and 9,200,000 Series B units
Proposed price per unit: $8.50 per Series A unit; $10.10 per Series B unit
Terms of deal: Series A units: Two shares of common stock and warrants to purchase ten shares of common stock at $5.00 per share. Series B units: Two shares of Class B common stock and warrants to purchase two shares of common stock at $5.00 per share.
Underwriter: HCFP/Brenner Securities LLC. Note that the underwriting fees for this transaction will total only 5% of the gross proceeds, 2% less than the normal amount.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: Common stock: 1,700,100; Class B common stock: 18,400,000
Shares to be held by public shareholders: Common stock: 1,700,000; Class B common stock: 18,400,000
Shares held by insiders: 100 shares of common stock
Percentage held by public shareholders: N/M
Gross proceeds being raised: $100,145,000
Net proceeds to be held in escrow: $92,920,000
Escrowed proceeds per share applicable to future public shareholders: $5.05
Date of IPO: N/A
Date of original filing: April 12, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 100 shares purchased at $.01 per share. Total proceeds: $100. Also, 9,550,000 warrants were purchased at $.05 per warrant. Total proceeds: $477,500.
Restrictions on insider shares: None of the securities can be sold until after the consummation of an acquisition.
Other insider requirements: None.
The underwriting fees for this deal are only 5%, 2% lower than the normal amount.
Description of business: We are a blank check company organized under the laws of the State of Delaware on September 9, 2005. We were formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Our efforts in identifying prospective target businesses will not be limited to a particular business, although our management intends to focus on middle market companies (generally defined in the financial community as companies with an enterprise value of between $100 million and $250 million) with significant real estate or other physical assets.
Biographical information for significant officers: Gary D. Engle has been our Chief Executive Officer and Chairman since our inception. From December 1994 until December 2005, Mr. Engle served as President, Chief Executive Officer and controlling shareholder of Equis Corporation, a corporate real estate services firm. Through Equis and other affiliates, Mr. Engle owned and operated a variety of real estate and equipment finance and leasing companies. Equis and its affiliates have managed in excess of $1 billion of real estate assets and equipment leasing assets, have structured and financed more than $2 billion in lease financing transactions and remarketed over $1 billion in equipment. Since February 2001, Mr. Engle has been a director of PLM International Inc., a transportation company that leases marine containers, shipping vessels, commercial aircraft and other assets. PLM sold its rail leasing assets to CIT Group in August 2005 and its marine, aviation and other leasing businesses to an affiliate of AMA Capital Partners in November 2005. Since August 2003, Mr. Engle has served as a member of the executive committee of CBI Acquisition, LLC, the holding company of Caneel Bay, a luxury resort on the island of St. John. Since May 2000, Mr. Engle has served on the Board of Managers of DSC/Purgatory, LLC and, since 1999, he has served on the Board of Managers of Mountain Springs Kirkwood, LLC. DSC and Mountain Springs own and operate ski resorts in the western United States. Since March 2000, Mr. Engle has been a member of the Board of Managers of Echelon Development Holdings, LLC, a Florida-based commercial and residential real estate development company. Since 1997, Mr. Engle has been the Chairman and Chief Executive Officer of Semele Group Inc., which serves as a holding company for a number of investments and is a joint venture partner in Rancho Malibu, a 264 acre residential development in Malibu, California. Semele Group also owns the general partner of Kettle Valley, a 1,012 unit residential development in Kelowna, British Columbia. From 1987 to 1990, Mr. Engle was a principal of Cobb Partners Development Inc., a real estate and mortgage trading company which he co-founded in 1987. From 1980 to 1987, Mr. Engle served in various capacities with Arvida Disney Company, a large-scale community real estate company owned by The Walt Disney Company, including Senior Vice President from April 1980 to 1987; Chief Financial Officer and Senior Vice President - Acquisitions from May 1984 to 1987; and Chief Executive Officer of Arvida Disney Financial Services from May 1984 to 1987. Mr. Engle was a founding Director of Disney Development, the real estate development division of The Walt Disney Company. Mr. Engle received a B.S. from the University of Massachusetts (Amherst) and an M.B.A. from Harvard University.
Milton J. Walters has been our President and a member of our Board of Directors since our inception. Mr. Walters has served as the President of MJW Partners, Inc., doing business as Tri-River Capital, a boutique investment banking company, since he founded that company in 1999. Mr. Walters also founded and served as the President of the predecessor company to Tri-River, Walters & Co. Incorporated, doing business as Tri-River Capital Group, from 1988 to 1997. From 1997 to 1999, Mr. Walters served as a Managing Director in the financial institutions investment banking group of Prudential Securities. From 1984 to 1988, Mr. Walters served as the Manager of the financial institutions investment banking group of Smith Barney. At AG Becker, and its successor, Warburg, Paribas Becker, Mr. Walters headed investment banking for financial institutions from 1969 to 1984. Since November 2001, Mr. Walters has served on the Board of Directors and as Chairman of the Audit and Compensation Committee of Sun Healthcare Group, Inc., a Nasdaq-listed company. Mr. Walters received a B.A. from Hamilton College.
James A. Coyne has been our Chief Financial Officer and a member of our Board of Directors since our inception. He has also served as President and Chief Executive Officer of PLM International Inc. since August 2002, and has been a member of its Board of Directors since February 2001. From November 1994 until December 2005, Mr. Coyne served as the Senior Vice President of Equis Corporation. Since May 2000, Mr. Coyne has served on the Board of Managers of DSC/Purgatory, LLC and, since 1999, has served on the Board of Managers of Mountain Springs Kirkwood, LLC, respectively. Since March 2000, Mr. Coyne has been a member of the Board of Directors of Echelon Development Holdings, LLC. Since 1997, Mr. Coyne has served as President and a member of the Board of Directors of Semele Group, Inc. Mr. Coyne received a B.S. from John Carroll University, a Master of Accountancy from Case Western Reserve University, and is a certified public accountant.
SEC filings: sec.gov |
