Another blank check company, GSC Acquisition Co., has filed an S-1. The offering is being underwritten by Citigroup. According to the company, “Our efforts in identifying a prospective target business will not be limited to a particular industry. Instead we will focus on industries and target businesses in the United States and Europe that may provide significant opportunity for growth.”
GSC Acquisition Co. – STILL IN REGISTRATION
Number of units being offered: 21,875,000
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: Citigroup
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 21,875,000
Shares to be held by public shareholders: 27,343,750
Shares held by insiders: 5,468,750
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $175 million
Net proceeds to be held in escrow: $169.05 million (includes $4 million from the sale of warrants to the insiders and $3.5 million of offering costs deferred by the underwriter)
Escrowed proceeds per share applicable to future public shareholders: $7.73
Date of IPO: N/A
Date of original filing: November 14, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 5,468,750 shares purchased at $.0046 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until three years after the completion of the offering.
Other insider requirements: Certain of the insiders have agreed to purchase 4 million warrants in a private placement prior to the offering. The total proceeds of $4 million will be placed into the trust account.
The underwriters have also agreed to defer $3.5 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 blank check company organized under the laws of the State of Delaware on October 26, 2006. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses or assets, which we refer to as our “initial business combination.” To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussion, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.
Biographical information for significant officers: Alfred C. Eckert III, Chairman. Mr. Eckert has served as Chairman of our Board of Directors since November 2006. Mr. Eckert founded GSC Group in 1999 and currently serves as its Chairman and Chief Executive Officer. Prior to that, Mr. Eckert was Chairman and Chief Executive Officer of Greenwich Street Capital Partners which he co-founded in 1994. Mr. Eckert was previously with Goldman, Sachs & Co. from 1973 to 1991, where he was elected as a Partner in 1984. Mr. Eckert founded the firm’s Leveraged Buyout Department in 1983 and had senior management responsibility for it until 1991. He was Chairman of the Commitments and Credit Committees from 1990 to 1991 and co-head of the Merchant Bank from 1989 to 1991. Mr. Eckert was also the Co-Chairman of the firm’s Investment Committee from its inception in 1986 until 1991. Mr. Eckert is a director of The Willow School and is Vice Chairman of the Kennedy Center Corporate Fund Board. Mr. Eckert is also on the Board of the Metropolitan Opera in New York. Mr. Eckert graduated from Northwestern University with a B.S. degree in Engineering and graduated with highest distinction as a Baker Scholar from the Harvard Graduate School of Business Administration with a M.B.A. degree.
Peter R. Frank, Chief Executive Officer. Mr. Frank has served as our Chief Executive Officer and a member of our Board of Directors since November 2006. Mr. Frank joined GSC Group in May 2001 and has served as a Senior Operating Executive since 2005 and is a former member of the GSC Group Board of Advisors. Mr. Frank was appointed Chairman of Atlantic Express, Inc. in 2003 and served as its Chief Restructuring Officer from 2002 to 2003. Prior to that, Mr. Frank was the Chief Executive Officer of Ten Hoeve Bros., Inc. For over 30 years, Mr. Frank has been an owner, officer or director of companies in distribution, manufacturing, publishing and real estate. Mr. Frank began his career at Goldman, Sachs & Co. Mr. Frank is Chairman of the Board of Atlantic Express Transportation Group, Scovill Fasteners, Inc., Worldtex, Inc., and a director of K-R Automation and Northstar Travel Media, LLC. Mr. Frank graduated from the University of Michigan with a B.S.E.E. degree, and from the Harvard Graduate School of Business Administration with a M.B.A. degree.
Matthew C. Kaufman, President. Mr. Kaufman has served as our President and a member of our Board of Directors since November 2006. Mr. Kaufman joined GSC Group at its inception in 1999. Mr. Kaufman currently has day-to-day responsibility for the management of GSC Group’s portfolio of controlled companies and selected equity investments. Additionally, Mr. Kaufman structures and oversees the provision of cross portfolio initiatives and services. Prior to that, Mr. Kaufman was a Managing Director at Greenwich Street Capital Partners from 1997 to 1999. Mr. Kaufman was Director of Corporate Finance with NextWave Telecom, Inc from 1996 to 1997. From 1994 to 1996, Mr. Kaufman was with The Blackstone Group, in the Merchant Banking and Mergers and Acquisitions Departments, and from 1993 to 1994 was with Bear, Stearns & Co. Inc. working primarily in the Mergers & Acquisitions department. Mr. Kaufman is Chairman of the Board of Pacific Aerospace & Electronics, Inc. and a director of Atlantic Express Transportation Group, Burke Industries, Inc., Day International Group, Inc., Dukes Place Holdings Limited, Safety-Kleen Corp., and Worldtex, Inc. Mr. Kaufman graduated from the University of Michigan with a B.B.A. degree and a M.A.C.C. degree.
SEC filings: sec.gov |
