Another blank check company, Hicks Acquisition Company I, Inc., has filed an S-1. The offering is being underwritten by Citigroup. According to the company, its acquisition efforts will not be focused on any particular industry.
Hicks Acquisition Company I, Inc. – STILL IN REGISTRATION
Number of units being offered: 40,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $7.50 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: 50,000,000
Shares to be held by public shareholders: 40,000,000
Shares held by insiders: 10,000,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $400 million
Net proceeds to be held in escrow: $390,000,000 (includes $7 million from the sale of warrants to the insiders and $12.6 million of offering costs deferred by the underwriter). Up to $3.5 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: $9.75
Date of IPO: N/A
Date of original filing: June 14, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 10,000,000 shares purchased at $.0025 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until 180 days after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 7 million warrants in a private placement prior to the offering. The total proceeds of $7,000,000 million will be placed into the trust account.
Hicks has also committed to purchasing 2 million units at $10 each immediately prior to the consummation of an acquisition.
The underwriters have also agreed to defer $12,600,000 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 newly organized blank check company formed under the General Corporation Law of the State of Delaware, for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination one or more businesses or assets. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any substantive discussions with an entity that we will acquire in our initial business combination. Our efforts in identifying prospective target businesses will not be limited to a particular industry.
Description of principals: omas O. Hicks has been our founder, chairman of the board, president and chief executive officer since our inception. Since 2005, Mr. Hicks has served as the chairman of Hicks Holdings, LLC, a holding company for sports, real estate and private equity investments of Mr. Hicks and his family, including the National Hockey League's Dallas Stars, purchased in December 1995, Major League Baseball's Texas Rangers, acquired in June 1998 and a 50% interest in the English Premier League's Liverpool Football Club, acquired in March 2007. Hicks Holdings is also the controlling stockholder of Latrobe Specialty Steel Company, a specialty steel manufacturer. Its other corporate holdings include DirecPath, a company that provides bundled DIRECTV programming, broadband voice and data services, security and other locally based services to multiple dwelling units across the United States, Ocular LCD, Inc., a designer, manufacturer and marketer of high-performance liquid crystal displays, modules and systems, Berkshire Resources, LLC, a gas and oil exploration company; and Grupo Pilar, an animal and pet food company in Argentina. Hicks Holdings also holds approximately 20% of the equity of Greatwide Logistics Services, a U.S. non-asset based provider of dedicated transportation, third-party logistics, warehouse/distribution and truckload brokerage solutions. Mr. Hicks co-founded Hicks, Muse, Tate & Furst, a nationally prominent private equity firm in the United States that specialized in leveraged acquisitions, and served as chairman from 1989 through 2004. During Mr. Hicks' tenure as chairman, Hicks Muse raised over $12 billion of private equity funds, and consummated over $50 billion of leveraged acquisitions, and was one of the most active private investment firms in the country. Mr. Hicks also co-founded and served as co-chief executive officer of the leveraged buy-out firm Hicks & Haas from 1984 until 1989. Mr. Hicks received a Master's of Business Administration degree from the University of Southern California in 1970 and a Bachelor of Business Administration degree from the University of Texas in 1968. Mr. Hicks is the father of Thomas O. Hicks, Jr. and Mack Hicks, each of whom is a vice president of our company.
Joseph B. Armes has been our chief operating officer, chief financial officer, executive vice president and secretary and one of our directors since our inception. Since 2005, Mr. Armes has served as the chief operating officer of Hicks Holdings, LLC. From 1998 to 2005, Mr. Armes held several positions, including executive vice president and general counsel from 1998-2001 and chief financial officer from 2001-2005, of Southwest Sports Group, a holding company for various sports teams, including Major League Baseball's Texas Rangers and the National Hockey League's Dallas Stars. From 1997 to 1998, Mr. Armes served as Executive Vice President and General Counsel of Suiza Foods Corporation (currently known as Dean Foods Company), a New York Stock Exchange listed food company. Mr. Armes served as Vice President and General Counsel of The Morningstar Group Inc., a Nasdaq listed food company, from 1996 until its merger with Suiza Foods Corporation in 1997. From 1991 to 1996, Mr. Armes practiced law with the law firm of Weil, Gotshal & Manges LLP, where he specialized in mergers and acquisitions. Mr Armes currently serves on the board of directors of Ocular LCD, Inc., DirecPath, LLC and River City Landscape Supply, Inc. Mr. Armes received a Bachelor of Business Administration degree from Baylor University in 1983, a Master's of Business Administration from Baylor University in 1984, and a Juris Doctorate from Southern Methodist University in 1991.
SEC filings: sec.gov |
