Another blank check company, Builder Acquisition Corp., has filed an S-1. The offering is being underwritten by JMP Securities. The company is going to focus its acquisition efforts on acquiring an operating entity in the homebuilding industry.
Builder Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 12,500,000
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: JMP Securities
Proposed ticker symbols
Common stock: N/A
Warrants: N /A
Units: N/A
Common shares to be outstanding subsequent to IPO: 15,625,000
Shares to be held by public shareholders: 12,500,000
Shares held by insiders: 3,125,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $100,000,000
Net proceeds to be held in escrow: $92,900,000 (includes $2 million of offering costs deferred by the underwriters)
Escrowed proceeds per share applicable to future public shareholders: $7.43
Date of IPO: N/A
Date of original filing: June 9, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,125,000 shares purchased at $.008 per unit. Total proceeds: $25,000.
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: The insides have agreed that within forty days after the warrants begin trading separately, they will purchase $1 million worth of warrants on the open market at a price not to exceed $1.20 per warrant.
The underwriters have also agreed to defer $2 million 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 blank check company incorporated in the State of Delaware on May 17, 2006, solely to serve as a vehicle for the acquisition of an operating business in the homebuilding industry. Our target acquisition candidates will include domestic businesses or assets. Given the experience and background of our management, our strategic initiative will be to identify target business candidates that we believe possess characteristics that would demonstrate enhanced value through the repositioning and combination with future homebuilding industry assets. Our management has extensive experience in acquiring, building and enhancing properties within the homebuilding industry.
Biographical information for significant officers: Michael D. Sivage has been Chairman, Chief Executive Officer and a member of our board of directors since inception. Since June 15, 2005, Mr. Sivage has been the sole owner and Chief Executive Officer of Michael Sivage Homes & Communities, Ltd., a homebuilding and land development company operating in San Antonio, Texas. Since February 2004, Mr. Sivage has been the sole owner and manager of Sivage Community Development, LLC, a homebuilding and land development company operating in New Mexico. Prior to that time, he was the President and Chief Executive Officer of Sivage-Thomas Homes, which was sold to Pulte Homes, Inc. on July 1, 2003. Mr. Sivage began his career in the homebuilding industry in 1986. Since that time, Mr. Sivage has overseen the sales and construction of over 9,000 homes in New Mexico, Arizona and Texas for revenues totaling more than $1.1 billion. In addition to leading the sale of Sivage-Thomas to Pulte Homes, Inc., Mr. Sivage orchestrated the acquisition of two homebuilding companies, New American Homes of Phoenix, Arizona in 1998 and Obra Homes’ San Antonio Division in 2005. Mr. Sivage is active in the homebuilding industry having served as president of the Home Builder’s Association of Central New Mexico in 1993 and the New Mexico Homebuilders Association in 1994. He also serves on numerous boards and committees for the National Association of Homebuilders (the NAHB) and is a life director of that organization. He is the current Chairman of the Homebuilders Institute, the workforce development arm of the NAHB. He currently serves as Vice Chairman of the New Mexico Mortgage Finance Authority, as appointed by Governor Bill Richardson, the state housing agency that manages, among other things, the mortgage revenue bond program which finances loans for first-time homebuyers. Mr. Sivage currently serves as a director of the Bank of Albuquerque. Mr. Sivage received his BA degree from New Mexico State University.
SEC filings: sec.gov |
