Another blank check company, Dekania Corp., has filed an S-1. The offering is being underwritten by Merrill Lynch & Co. and Maxim Group LLC. The company is going to focus its acquisition efforts on acquiring an operating entity in the insurance industry.
Dekania Corp. – STILL IN REGISTRATION
Number of units being offered: 9,950,000 (including 250,000 shares to be sold to certain of the insiders)
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $8.00 per share.
Underwriter: Merrill Lynch & Co. and Maxim Group LLC
Proposed ticker symbols
Common stock: N/A
Warrants: N /A
Units: N/A
Common shares to be outstanding subsequent to IPO: 12,437,500
Shares to be held by public shareholders: 9,700,000
Shares held by insiders: 2,737,500 (including 250,000 shares to be sold to certain of the insiders)
Percentage held by public shareholders: 78.00%
Gross proceeds being raised: $99,500,000
Net proceeds to be held in escrow: $97,000,000 (including $1,940,00 of offering costs deferred by the underwriters and a $3 million letter of credit from the insiders)
Escrowed proceeds per share applicable to future public shareholders: $10.00
Date of IPO: N/A
Date of original filing: June 6, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,487,500 shares purchased at $.01 per unit. Total proceeds: $24,875.
Restrictions on insider shares: The common shares shall remain in escrow until the earlier of three years or the consummation of an acquisition or the liquidation of the company.
Other insider requirements: Prior to the public offering certain of the insiders will purchase 250,000 units for a total purchase price of $2,500,000. They will also place a $3 million letter of credit in the trust account for the benefit of the non-insider shareholders, to be pulled down in the event that the company has to liquidate.
The underwriters have also agreed to defer $1,940,000 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 blank check company known as a Business Combination Company™, or BCC™. We were incorporated under Delaware law on February 28, 2006 for the purpose of acquiring one or more businesses through a business combination. We intend to focus our efforts on identifying businesses within the insurance industry in United States, Canada, Bermuda and the Cayman Islands, with particular interest in businesses that provide insurance coverage for uncommon or hard-to-place risks, an area known as specialty insurance. We expect that any target business that is incorporated in Canada, Bermuda or the Cayman Islands will have substantially all of its business, and all of its insurance risk, in the United States. We have not identified or begun discussions with any target business. Moreover, we have not engaged or retained any agent or other representative to identify or locate any suitable target business.
Biographical information for significant officers: Daniel G. Cohen has been the Chairman of the Company since its inception. Mr. Cohen was elected Chairman of the Board of Directors of The Bancorp, Inc. (NASDAQ:TBBK), a publicly-held bank holding company, and Chairman of the Executive Committee of its board of directors, in 1999. Mr. Cohen is Vice Chairman of The Bancorp Bank, The Bancorp, Inc.’s bank subsidiary, and served as its Chairman from September 2000 to November 2003. Mr. Cohen was the Chief Executive Officer of Cohen Brothers, LLC, and its subsidiary, Cohen Bros. & Company, an investment banking and securities brokerage firm, from September 2001 until February 2006. He remains the chairman of the board of Cohen Brothers, LLC. Mr. Cohen is Chairman and Chief Executive Officer of Taberna Realty Finance Trust, a Real Estate Investment Trust formed in 2005. From 1995 until October 2000, Mr. Cohen held senior executive positions with Resource America, Inc. (NASDAQ:REXI), a publicly-held proprietary asset management company in the financial fund management, real estate and equipment leasing sectors. Mr. Cohen is also a director and Chairman of the Board of TRM Corporation (NASDAQ:TRMM), a publicly-held provider of public access ATM and copier machines.
SEC filings: sec.gov |
