Another blank check company, Marathon Acquisition Corp., has filed an S-1. The offering is being underwritten by Citigroup and Ladenburg Thalmann & Co. The company is going to focus its acquisition efforts on acquiring an operating entity in either the United States or Europe.
Marathon Acquisition Corp. – 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.
Proposed ticker symbols
Common stock: MAQ
Warrants: MAQ-W
Units: MAQ-U
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: $300,000,000
Net proceeds to be held in escrow: $289,050,000 (including $6,000,000 of offering costs deferred by the underwriters and $5,500,000 from the sale of warrants to Michael Gross prior to the offering)
Escrowed proceeds per share applicable to future public shareholders: $7.71
Date of IPO: N/A
Date of original filing: May 12, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 9,375,000 units purchased at $.0027 per unit. Total proceeds: $25,000.
Restrictions on insider shares: None
Other insider requirements: Prior to the public offering, Michael Gross, the chairman of the company, will purchase 5,500,000 warrants at a price of $1.00 per warrant, for a total purchase price of $5,500,000. The gross proceeds from this transaction will be placed into the escrow account. In the event that the company is liquidated, the insiders will not receive any of the escrowed funds.
The underwriters have also agreed to defer $6,000,000 of their commissions until the company completes an acquisition. In the event that the company is liquidated, the underwriters will not receive any of the deferred fees.
Description of business: We are a recently organized Delaware blank check company formed 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: Michael S. Gross has been the chairman of our board of directors, chief executive officer and secretary since our inception in April 2006. Between February 2004 and February 2006, Mr. Gross was the president and chief executive officer of Apollo Investment Corporation, a publicly traded business development company that he founded and whose board of directors and investment committee he currently serves as chairman, and was the managing partner of Apollo Investment Management, L.P., the investment adviser to Apollo Investment Corporation. Apollo Investment Corporation invests primarily in middle-market companies in the form of mezzanine and senior secured loans as well as by making direct equity investments in such companies. Under his management, Apollo Investment Corporation raised approximately $930 million in gross proceeds in an initial public offering in April 2004 and invested more than $1.7 billion in over 50 businesses. From 1990 to February 2006, Mr. Gross was a senior partner at Apollo Management, L.P., a leading private equity firm which he founded in 1990 with five other persons. Since its inception, Apollo Management, L.P. has invested $13.2 billion in over 150 companies in the United States and Western Europe. During his tenure at Apollo Management, L.P., Mr. Gross was a member of an investment committee that was responsible for overseeing over such investments. In addition, from 2003 to February 2006, Mr. Gross was the managing partner of Apollo Distressed Investment Fund, an investment fund he founded to invest principally in non-control oriented distressed debt and other investment securities of leveraged companies. Mr. Gross currently serves on several boards of directors of public companies, including Apollo Investment Corporation, Saks, Inc. and United Rentals, Inc., and in the past has served on the boards of directors of more than 20 public and private companies. He is a founding member, and serves on the executive committee, of the Youth Renewal Fund, is the chairman of the board of Mt. Sinai Children’s Center Foundation, serves on the Board of Trustees of the Trinity School and on the corporate advisory board of the University of Michigan Business School.
SEC filings: sec.gov |
