Another blank check company, Churchill Ventures, Ltd., has filed an S-1. The offering is being underwritten by Deutsche Bank Securities. The company is going to focus its acquisition efforts on acquiring an operating entity in the communications, media or technology industries.
Churchill Ventures, Ltd. – STILL IN REGISTRATION
Number of units being offered: 12,500,000 (does not include 500,000 units that will be purchased by the insiders)
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: Deutsche Bank Securities
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 16,250,000
Shares to be held by public shareholders: 12,500,000 (does not include 500,000 units to be purchased by the insiders)
Shares held by insiders: 3,750,000 (includes 500,000 units to be purchased by the insiders)
Percentage held by public shareholders: 76.92%
Gross proceeds being raised: $100 million (does not include the proceeds from the 500,000 units to be purchased by the insiders)
Net proceeds to be held in escrow: $96,100,000 (includes $2 million of offering costs deferred by the underwriter and $4 million from the sales of units to the insiders)
Escrowed proceeds per share applicable to future public shareholders: $9.69
Date of IPO: N/A
Date of original filing: July 13, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,250,000 shares purchased at $.005 per share. Total proceeds: $16,250.
Restrictions on insider shares: The common shares shall remain in escrow until the liquidation of the company or one year after the consummation of an acquisition
Other insider requirements: Certain of the insiders have agreed to purchase 500,000 units in a private placement for an aggregate purchase price of $4 million.
The underwriters have also agreed to defer $2 million of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: We are a Delaware blank check company incorporated on June 26, 2006 in order to serve as a vehicle for the acquisition of an unidentified operating business in the communications, media or technology industries. These industries encompass those companies that create, produce, deliver, distribute and market entertainment and information products, communication services, as well as companies that enable voice, video and data transmission.
Biographical information for significant officers: Itzhak Fisher has served as our executive Chairman and a director since our inception. Mr. Fisher is an active entrepreneur and private investor and, since 2000, has invested his own capital into a variety of ventures in the communications and technology sectors. He is a director and the executive Chairman of Neilsen BuzzMetrics, a subsidiary of VNU NV, an internet company that measures consumer-generated media on the internet for corporate clients. From 1994 until 2000, Mr. Fisher was the founder, Chairman and Chief Executive Officer of RSL Communications, Ltd. (NASDAQ: RSLC), a multinational telecommunications company. From 1992 until 1994, Mr. Fisher was the founder and general manager of Clalcom, an Israeli telecom company. From 1990 until 1992, Mr. Fisher was an executive at Bezeq, the Israeli incumbent postal service operator and telecom provider. Mr. Fisher is a former Treasurer of the Likud Party of Israel.
Christopher Bogart has served as our Chief Executive Officer and a director since our inception. Mr. Bogart is a Managing Director of Glenavy Capital LLC, a private investment vehicle and merchant banking firm, a position he has held since June 2003, and a member of the advisory board of Neilsen BuzzMetrics, a subsidiary of VNU NV, an internet company that measures consumer-generated media on the internet for corporate clients. From 1998 until June 2003, Mr. Bogart held several senior executive positions at Time Warner Inc. (NYSE: TWX), including Executive Vice President & General Counsel, Time Warner Inc.; President and Chief Executive Officer, Time Warner Cable Ventures; and President and Chief Executive Officer, Time Warner Entertainment Ventures. Prior to joining Time Warner, Mr. Bogart was a litigator and antitrust lawyer with a practice focused on communications, technology and media at Cravath, Swaine & Moore.
SEC filings: sec.gov |
