Another blank check company, Capital Acquisition Corp., has filed an S-1. The offering is being underwritten by Citi. According to the company, its acquisition efforts will be focused on the media, technology and telecommunications industries.
Capital Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 20,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to purchase one additional shares of common stock at $7.50 per share.
Underwriter: Citi
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 25,000,000
Shares to be held by public shareholders: 20,000,000
Shares held by insiders: 5,000,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $200 million
Net proceeds to be held in escrow: $195,000,000 (includes $3.8 million from the sale of warrants to the insiders and $6 million in commissions deferred by the underwriter). Up to $2,750,000 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: July 24, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 5,000,000 shares purchased at $.005 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 3,800,000 warrants (@ $1.00 per warrant) in a private placement prior to the offering. The total proceeds of $3.8 million will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $6 million.
In the event that the company is liquidated, the insiders will not 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, asset acquisition, stock purchase, reorganization or similar business combination, one or more operating businesses. Our efforts in identifying prospective target businesses will not be limited to a particular industry although we intend to focus on the technology, media and telecommunications industry. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We do not have any specific initial business combination under consideration.
Description of principals: Mark D. Ein has served as our Chief Executive Officer and a member of our Board of Directors since our inception. Mr. Ein is the founder of Venturehouse Group, LLC, a technology holding company that creates, invests in and builds technology, communications and related business services companies, and has served as its chief executive officer since 1999. Venturehouse’s portfolio includes or has included the seed investment in Matrics Technologies in August 2000 (sold to Symbol Technologies (NYSE:SBL) in September 2004, the lead investment in the buyout of Cibernet Corporation from the CTIA in March 2003 (sold to MACH S.á.r.l. in April 2007), the acquisition of VSGi from Net2000 Communications, and an early investment in XM Satellite Radio (NASDAQ:XMSR). He is also the President of Leland Investments, a private investment firm. An entity owned by Mr. Ein is also the majority owner and managing member of Kastle Holding Company LLC which subsidiaries conduct the business of Kastle Systems, LLC, a leading provider of building and office security systems acquired in January 2007. From 1992 to 1999, Mr. Ein was a principal with The Carlyle Group, a leading global private equity firm with approximately $59 billion under management, where he was responsible for many of The Carlyle Group’s telecommunications investment activities. Mr. Ein worked for Brentwood Associates, a leading West Coast growth-focused private equity firm with over $750 million under management, from 1989 to 1990 and for Goldman, Sachs & Co. from 1986 to 1989. Mr. Ein is a director of LCC International, Inc., a Nasdaq listed provider of integrated network design, implementation and optimization solutions for wireless voice and data communications networks, MACH S.á.r.l. and VSGi (Chairman). He serves on the Board of Directors of The Foundation for the National Institutes of Health (NIH), The Economic Club of Washington D.C., The Washington Tennis & Education Foundation and The Potomac Officers Club. He also serves on the Executive Committee of the Federal City Council, the Advisory Board of the Hoop Dreams Scholarship Fund, the Selection Committee for the George J. Mitchell Scholarship program, and the Leadership Committee of Fight for Children and School Night. He previously served on the Trustee’s Council of the National Gallery of Art and the Boards of the Wolf Trap Foundation and the SEED School and Foundation, and was Co-Chairman of the 2000 Corporate Campaign for The Phillips Collection. In July, 2000, Mr. Ein was named one of Washington Business Forward’s “Forward 40” —a list of the top 40 business people in Washington, D.C./Northern Virginia region—after being named one of its “Next Network” of 40 “rising stars” in October, 1999. Mr. Ein received a B.S. in economics with a concentration in Finance from the University of Pennsylvania’s Wharton School of Finance and an M.B.A. from the Harvard Business School.
SEC filings: sec.gov |
