Another blank check company, NRDC Acquisition Corp., has filed an S-1. The offering is being underwritten by Banc of America Securities. According to the company, its acquisition efforts will not be focused on any particular industry.
NRDC Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 25,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional shares of common stock at $6.00 per share.
Underwriter: Banc of America Securities
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 31,250,000
Shares to be held by public shareholders: 25,000,000
Shares held by insiders: 6,250,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $200 million
Net proceeds to be held in escrow: $196,000,000 (includes $5 million from the sale of warrants to the insiders and $6 million in commissions deferred by the underwriter). Up to $2,250,000 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: $7.84
Date of IPO: N/A
Date of original filing: July 26, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 6,250,000 shares purchased at $.004 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 5,000,000 warrants (@ $1.00 per warrant) in a private placement prior to the offering. The total proceeds of $5 million will be placed into the trust account.
Additionally, the insiders have committed to purchasing a minimum of 2.5 million units with a total value of $20 million immediately prior to the close of an acquisition.
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 blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, stock purchase asset acquisition or other similar business combination, one or more assets or control of one or more operating businesses, which we refer to as our “initial business combination.” Our efforts in identifying a prospective acquisition target will not be limited to a particular industry or geographic location.
Description of principals: William L. Mack – Chairman. Mr. Mack is a founder of NRDC Real Estate Advisors, LLC and NRDC Equity Partners. He is also a founder and Senior Partner of Apollo Real Estate Advisors since its inception in 1993 and the President of the corporate general partners of the Apollo real estate funds. Since 1993, Apollo has overseen the investment of 13 real estate funds and joint ventures, through which it has invested over $7 billion in more than 350 transactions. The Apollo real estate funds target a broad range of opportunistic, value-added and debt investments in real estate assets and portfolios throughout the United States, Europe and Japan. Mr. Mack is also a Senior Partner of the Mack Organization, a national owner of industrial buildings and other income producing real estate investments. Mr. Mack serves as non-executive Chairman of the Board of Directors of Mack-Cali Realty Corporation, a publicly traded real estate investment trust. He has been a Director of Mack-Cali since the 1997 merger of the Mack Organization’s office portfolio into Mack-Cali. Mr. Mack also serves as a Trustee of the University of Pennsylvania, as an Overseer of the Wharton School of Business, as Vice Chairman of the Board and as an Executive Committee Member of the North Shore Long Island Jewish Health System and as the Chairman of the Solomon R. Guggenheim Foundation. Mr. Mack attended the University of Pennsylvania’s Wharton School of Business and received a B.S. in Business Administration from the New York University School of Business.
Robert C. Baker – Vice-Chairman. Mr. Baker is a founder of NRDC Real Estate Advisors, LLC and NRDC Equity Partners. He is also the Chairman and CEO of National Realty & Development Corporation and has been since its founding in 1978. National Realty & Development Corporation has amassed a real estate portfolio in excess of 18 million square feet, which includes shopping centers, corporate business centers and residential communities in 20 states. The company’s tenants include prominent retailers such as Wal-Mart, Kohl’s, Lowe’s, Toys ‘R Us, The Home Depot, Sears, Staples, Supervalu, and T.J. Maxx, among others. National Realty & Development Corporation remains one of the largest privately owned development companies in the United States. Mr. Baker has over 46 years experience in land acquisition, construction, financing and management. Mr. Baker is a graduate of Yale University and Yale Law School. He has recently funded the Dean’s Discretionary Fund at Yale Law School and is a member of the Yale Law School Executive Committee. Mr. Baker is a Trustee of the Guggenheim Museum and is a member of the Executive Committee and the Real Estate and Development Committee. Mr. Baker is also a member of the Board of Directors of Johns Hopkins Medicine. Mr. Robert Baker is the father of Mr. Richard Baker, our Chief Executive Officer.
Richard A. Baker – Chief Executive Officer. Mr. Baker is a founder and President and Chief Executive Officer of NRDC Real Estate Advisors, LLC and NRDC Equity Partners. Mr. Baker is also vice chairman of National Realty & Development Corporation, a privately owned real estate development company owned by him and Mr. Robert Baker. Mr. Baker is Chairman of Lord & Taylor Holdings, LLC, and a director of the Hudson’s Bay Company and Brunswick School. Mr. Baker is a graduate of Cornell University and serves on the Dean’s Advisory Board of the hotel and real estate program. Mr. Richard Baker is the son of Mr. Robert Baker, our Vice-Chairman.
SEC filings: sec.gov |
