Another blank check company, Union Street Acquisition, has filed an S-1. The offering is being underwritten by Morgan Joseph and Banc of American Securities LLC. The company is going to focus its acquisition efforts on acquiring an operating entity in the business services industry.
Union Street Acquisition – 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: Morgan Joseph and Banc of America Securities LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
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 million
Net proceeds to be held in escrow: $95.075 million (includes $2 million of offering costs deferred by the underwriter and $2.475 million from the sale of securities to certain of the insiders)
Escrowed proceeds per share applicable to future public shareholders: $7.606
Date of IPO: N/A
Date of original filing: August 11, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,125,000 shares purchased at $.008 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 2,475,000 warrants at $1.00 per warrant in a private placement prior to the offering. Total proceeds: $2.475 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 recently organized Delaware blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination, one or more operating businesses in the business services industry.
Biographical information for significant officers:
A. Clayton Perfall, our Chairman, Chief Executive Officer and President since our formation, has served as Chief Executive Officer of AHL Services, Inc. since September 2001. During that period, AHL Services has owned and operated marketing services and industrial staffing businesses throughout North America and Europe. Mr. Perfall is also the Managing Member of our sponsor, Union Street Capital Management, LLC. From January 2001 through June 2001, Mr. Perfall was the Chief Executive Officer of Convergence Holdings Limited, a company backed by GTCR Golder Rauner. From 1996 through 2000, Mr. Perfall was the CFO and member of the board of directors of Snyder Communications, Inc., an international provider of direct marketing, advertising, communications and professional services. Prior to joining Snyder Communications, Inc., Mr. Perfall was a partner at Arthur Andersen LLP.
Mr. Perfall has remained a Director of inVentiv Health, a leading provider of value-added services to the pharmaceutical and life sciences industries, since its spin-off from Snyder Communications, Inc. in 1999. Mr. Perfall has also served as a Director of Affinity Direct, a private marketer of student loan consolidation, since 2003, and he has served as a Director of Comstock Homebuilding Company, a residential real estate developer, since 2004. Prior to May 2005, Mr. Perfall was a Director of Imagitas, a marketing services portfolio company backed by The Carlyle Group and Bain Capital and later sold to Pitney Bowes for $265 million. Mr. Perfall is a Trustee of the Mason School of Business at the College of William & Mary and is a Governor of St. Stephen’s & St. Agnes School in Alexandria, Virginia. He is a member of the Young Presidents Organization.
Brian H. Burke, our Chief Financial Officer, Treasurer and Director since our formation, has served as both Chief Financial Officer and Senior Vice President of Corporate Development of AHL Services, Inc. since September 2001. Mr. Burke is a member of our sponsor, Union Street Capital Management, LLC. From January 2001 through June 2001, Mr. Burke was Vice President of Corporate Development of Convergence Holdings Limited. From July 1997 through October 2000, Mr. Burke was Vice President of Corporate Development for Snyder Communications, Inc. Mr. Burke began his career at Arthur Andersen LLP in 1985.
Matthew C. Fletchall, our Vice President of Corporate Development and Secretary since our formation, has served as Vice President of Corporate Development of AHL Services, Inc. since September 2001. Mr. Fletchall is a member of our sponsor, Union Street Capital Management, LLC. From January 2001 until June 2001, Mr. Fletchall was Director of Corporate Development of Convergence Holdings Limited. Prior to January 2001, Mr. Fletchall was a manager with Arthur Andersen LLP.
SEC filings: sec.gov |
