Another blank check company, Inter-Atlantic Financial, Inc., has filed an S-1. The offering is being underwritten by Morgan Joseph. According to the company, its acquisition efforts will be focused on acquiring an operating entity in the financial services industry.
Inter-Atlantic Financial, Inc. – STILL IN REGISTRATION
Number of units being offered: 7,500,000
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
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 9,375,000
Shares to be held by public shareholders: 7,500,000
Shares held by insiders: 1,875,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $60 million
Net proceeds to be held in escrow: $58,200,000 (includes $1,800,000 from the sale of warrants to the insiders and $1,200,000 of offering costs deferred by the underwriter). Up to $1 million of the post-offering interest earned on the trust fund balance may be used to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $7.76
Date of IPO: N/A
Date of original filing: February 14, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,875,000 shares purchased at $.01333 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 1.8 million warrants in a private placement prior to the offering. The total proceeds of $1,800,000 million will be placed into the trust account.
The underwriters have also agreed to defer $1,200,000 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. We were formed for the purpose of acquiring, through a merger, a capital stock exchange, asset acquisition, stock purchase or other similar business combination, an unidentified operating business. We intend to focus on identifying a prospective business that has operations in or related to the financial services industry.
Description of principals: Mr. Andrew S. Lerner has been our Chief Executive Officer and a Director since inception. Mr. Lerner is Managing Partner of Inter-Atlantic Group, where he has been employed since 1995. Mr. Lerner is responsible for the day-to-day activities of Inter-Atlantic Group, and is a member of Inter-Atlantic Group’s investment committee. In 2000, he launched Inter-Atlantic Group’s private equity business which is now the core activity of the organization. Mr. Lerner was also President and Managing Director of Guggenheim Securities, LLC, Inter-Atlantic Group’s former NASD broker-dealer operation, until 2003. He was responsible for its day-to-day affairs including all supervisory, financial, regulatory, compliance and broker-dealer activities. Mr. Lerner is a Director of Higher One Inc. and a Board Observer at Planet Group, Inc. Both Higher One Inc. and Planet Group, Inc. are portfolio companies of Inter-Atlantic Group. He is a former Director of several of Inter-Atlantic Group’s current and past portfolio companies. Mr. Lerner has over 18 years of experience in the financial services industry. Prior to joining Inter-Atlantic Group, he served as an investment banker in the Financial Institutions Group of Smith Barney Inc. for four years and in its Mortgage and Asset Finance Group for two years. At Smith Barney, he concentrated on raising capital and providing merger and acquisition advisory services to financial institutions. Assignments included advising the parent corporation, now known as Citigroup Inc., on multiple financial services acquisitions. At Inter-Atlantic and Smith Barney, Mr. Lerner has participated in the raising of equity capital for over 100 financial services companies, including 14 investments on behalf of Inter-Atlantic Group’s funds. In addition to these consummated investments, since 2000 Mr. Lerner has performed varying amounts of due diligence on over 600 other privately-held financial services companies. Also, since 1995, Inter-Atlantic Group has been a senior strategic advisor to a prominent insurance company and during the past 12 years Mr. Lerner has periodically led merger and acquisition advisory and other strategic assignments related thereto, including the divestiture of its $1 billion credit card business. Mr. Lerner holds a B.S.E. in Electrical Engineering and Computer Science from Princeton University and an M.B.A. in Finance from The Wharton School, University of Pennsylvania.
Mr. Stephen B. Galasso has been the Senior Strategic Officer and a Director since inception. Mr. Galasso is an independent consultant in the payments industry. Since early 2005 Mr. Galasso has been a strategic advisor and independent board director to Advanced Payment Solutions, an early stage company that launched the UK’s first prepaid bank card. Prior to joining Advanced Payment Solutions, Mr. Galasso was the Chairman and Chief Executive Officer of NetSpend Corporation, an Inter-Atlantic Group portfolio company that provides prepaid payment solutions, from November 2001 to April 2004. During Mr. Galasso’s tenure the revenues of NetSpend Corporation grew significantly from 2001 to 2004. The company won the Portfolio Company of the Year Award in 2003 from the National Association of Small Business Investment Companies (NASBIC). In addition, Mr. Galasso helped pioneer the United States Office of the Comptroller of Currency and association (MasterCard) prepaid debit card rules and regulations. Mr. Galasso was also formerly the President and Chief Executive Officer of Universal Value Network, a payment card content and data management company, which he was instrumental in selling. Prior to this venture, Mr. Galasso was President and Chief Executive Officer of Bank of America National Association, Bank of America’s credit card company. He also served as a member of Bank of America’s Senior Management Council and as Executive Vice President of Marketing and Product Management at Bank of America Credit Cards. Prior to Bank of America, Mr. Galasso was Vice President of Marketing, Director of Communications, Strategic Planning and New Products for Citibank, VISA and MasterCard Products. Mr. Galasso holds a B.S. in Marketing from Fordham University and an M.B.A. from Fordham University Graduate School of Business.
SEC filings: sec.gov |
