Another blank check company, Tailwind Financial, Inc., 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 financial services industry.
Tailwind Financial, Inc. – STILL IN REGISTRATION
Number of units being offered: 13,125,000 (includes 625,000 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: 13,125,000 (includes 625,000 units to be purchased by the insiders)
Shares held by insiders: 3,750,000 (includes 625,000 units to be purchased by the insiders)
Percentage held by public shareholders: 76.92%
Gross proceeds being raised: $105 million (includes the proceeds from the 625,000 units to be purchased by the insiders)
Net proceeds to be held in escrow: $100,400,000 (includes $2 million of offering costs deferred by the underwriter and $2 million from the sale of warrants to the insiders)
Escrowed proceeds per share applicable to future public shareholders: $7.65 (the calculation includes the 625,000 units sold to the insiders)
Date of IPO: N/A
Date of original filing: July 14, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,125,000 shares purchased at $.01 per share. Total proceeds: $31,250.
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 625,000 units for an aggregate purchase price of $5 million and warrants in a second private placement for an aggregate purchase price of $2 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 (except of the 625,000 units purchased in a private placement).
Description of business: We are a blank check development stage company organized under the laws of the State of Delaware on June 30, 2006. We were formed to acquire, through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination, one or more businesses in the financial services industry.
Biographical information for significant officers: Gordon A. McMillan has been an entrepreneur in the financial services industry in Canada for the past twelve years. From December 2005 until the present, he has served as Chairman and a director of Fairway Asset Management Corp., an asset management holding company focused on private equity and structured investment products. From 2000 to 2005, Mr. McMillan was the Chief Executive Officer and a director of NGB Management Ltd., a private equity firm he founded which was focused on providing growth capital to life sciences companies in Canada. From 2000 to 2003, Mr. McMillan was the Chief Executive Officer and a director of Skylon Capital Corp., a private investment management holding company and VentureLink Capital Corp., a private equity firm providing growth capital to a broad range of companies in Canada, including firms operating in the Canadian financial services sector. Prior to co-founding Skylon and VentureLink, from 1995 to 2000 Mr. McMillan was the President, Chief Executive Officer and a director of Triax Capital Corp., a private Canadian investment management holding company. In addition to his activities in the Canadian investment management industry, Mr. McMillan was a founder and serves as Trustee of Impax Energy Services Income Trust, a publicly traded Canadian income trust which, through its subsidiaries, provides services to the Canadian oil and gas industry. Mr. McMillan holds a Bachelor of Laws degree from Queen's University in Kingston, Ontario and is a member of the Law Society of Upper Canada.
Andrew A. McKay was founder and Chief Executive Officer since November 2003 of Fairway Capital Management Corp., a private Canadian asset management firm which was sold to Jovian Capital Corporation, a public Canadian asset management firm, in 2006. Previously, from January 2000, to November 2003, Mr. McKay was a co-founder, Chief Operating officer and a Director of Skylon Capital Corp., an investment holding company. Prior to co-founding Skylon, from 1994 until 1999, Mr. McKay was a Director of Altamira International Bank (Barbados) Inc., the offshore asset management subsidiary of Altamira Management Ltd., a major Canadian investment counselor, and an officer of Ivory & Sime plc, a leading U.K. investment management firm. Mr. McKay is a Fellow of both the Institute of Chartered Management Accountants and the Institute of Chartered Secretaries and Administrators.
Robert Penteliuk has been a principal of Genuity Capital Markets since February 2005 and in that capacity, has advised on a variety of major public financings and mergers and acquisitions. His most recent financing clients include Addenda Capital, Canaccord Capital, Gluskin Sheff and GMP Capital. Mr. Penteliuk has also acted as an advisor for numerous financial services mergers and acquisition transactions including CI Financial conversion to an income trust, Manulife's acquisition of John Hancock, Assante Corporation's sale to CI Fund Management, Mackenzie Financial Corporation's sale to Investors Group, as well as advising AMVESCAP PLC in its acquisition of Trimark Financial Corporation. Prior to joining Genuity Capital Markets in 2004, Mr. Penteliuk worked for CIBC World Markets from November 1997 until December 2004, most recently as a Managing Director in Investment Banking. Mr. Penteliuk's background includes experience in real estate, hospitality and technology
SEC filings: sec.gov |
