Another blank check company, SP Acquisition Holdings, Inc., has filed an S-1. The offering is being underwritten by UBS Investment Bank. According to the company, its acquisition efforts will be focused on acquiring an operating entity. The company will not be limiting its search to a particular industry.
SP Acquisition Holdings, Inc. – STILL IN REGISTRATION
Number of units being offered: 30,000,000
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: USB Investment Bank
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 37,500,000
Shares to be held by public shareholders: 30,000,000
Shares held by insiders: 7,500,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $300 million
Net proceeds to be held in escrow: $292,450,000 (includes $5,250,000 from the sale of warrants to the insiders and $9,000,000 of offering costs deferred by the underwriter). Up to $3,500,000 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: May 8, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 7,500,000 units purchased at $.0033 per unit. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow for one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 5,250,000 warrants at $1.00 per warrant in a private placement prior to the offering. The total proceeds of $5,250,000 will be placed into the trust account.
The underwriters have also agreed to defer $9,000,000 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.
Additionally, certain of the insiders have agreed to purchase up to $30 million of the company’s units in a private placement that will occur immediately prior to the consummation of a business combination.
Description of business: SP Acquisition Holdings, Inc. is a newly organized blank check company organized under the laws of the State of Delaware on February 14, 2007. SP Acquisition Holdings, Inc. was 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." 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 internationally, with a focus on the United States, Europe and Asia, that may provide significant opportunity for growth. To date, our efforts have been limited to organizational activities as well as activities related to this offering.
Description of principals: WARREN G. LICHTENSTEIN, CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER - Mr. Lichtenstein has been our Chairman of the Board, President and Chief Executive Officer since February 2007. Mr. Lichtenstein co-founded Steel Partners II, L.P. in 1993. He has been Managing Member of Steel Partners, L.L.C., which has been the general partner of Steel Partners II, L.P. since January 1, 1996. He served as the President, Chief Executive Officer and a director of Steel Partners, Ltd., a management and advisory company that provides management services to Steel Partners II, L.P. and its affiliates, since June 1999. He is also a Co-Founder of Steel Partners Japan Strategic Fund (Offshore), L.P., a private investment partnership investing in Japan, and Steel Partners China Access Fund I LP, a private equity partnership investing in China. Mr. Lichtenstein has been a director (currently Chairman of the Board) of United Industrial Corporation, a company principally focused on the design, production and support of defense systems, since May 2001. Mr. Lichtenstein has been a director (currently Chairman of the Board) of SL Industries, Inc., a designer and manufacturer of power electronics, power motion equipment, power protection equipment, and teleprotection and specialized communication equipment, since January 2002 and served as Chief Executive Officer from February 2002 to August 2005. He has served as Chairman of the Board of WHX Corporation, a holding company, since July 2005. Mr. Lichtenstein has been a director of KT&G Corporation, South Korea's largest tobacco company, since March 2006. He served as a director of WebFinancial Corporation, which through its operating subsidiaries, operates niche banking markets, from 1996 to June 2005, as Chairman and Chief Executive Officer from December 1997 to June 2005 and as President from December 1997 to December 2003. Prior to the formation of Steel Partners II, L.P. in 1993, Mr. Lichtenstein co-founded Steel Partners, L.P., an investment partnership, in 1990 and co-managed its business and operations. From 1988 to 1990, Mr. Lichtenstein was an acquisition/arbitrage analyst with Ballantrae Partners, L.P., which invested in risk arbitrage, special situations, and undervalued companies. From 1987 to 1988, he was an analyst at Para Partners, L.P., a partnership that invested in arbitrage and related situations. Mr. Lichtenstein has previously served as a director of the following companies: Alpha Technologies Group, Inc., Aydin Corporation (Chairman), BKF Capital Group Inc., CPX Corp. (f/k/a CellPro, Incorporated), ECC International Corporation, Gateway Industries, Inc., Layne Christensen Company, PLM International, Inc. Puroflow Incorporated, Saratoga Beverage Group, Inc., Synercom Technology, Inc., TAB Products Co., Tandycrafts Inc., Tech-Sym Corporation and U.S. Diagnostic Labs, Inc. Mr. Lichtenstein graduated from the University of Pennsylvania with a B.A. in Economics.
SEC filings: sec.gov |
