Another blank check company, HCM Acquisition Company, has filed an S-1. The offering is being underwritten by Citi. According to the company, it will not be focusing its acquisition efforts on any particular industry.
HCM Acquisition Company – STILL IN REGISTRATION
Number of units being offered: 25,000000
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: Unknown
Warrants: Unknown
Units: Unknown
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: $250 million
Net proceeds to be held in escrow: $244,150,000 (includes $5 million from the sale of warrants to the insiders and $7.5 million in commissions deferred by the underwriter). Up to $3,000,000 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: $9.77
Date of IPO: N/A
Date of original filing: October 10, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 6,250,000 shares purchased at $.01 per share. Total proceeds: $125,000.
Restrictions on insider shares: The common shares shall remain in escrow until 180 days after the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 5 million warrants (@ $1.40 per warrant) in a private placement prior to the offering. The total proceeds of $5,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $7,500,000
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
The insiders have agreed to purchase up to $25 million of the company’s common shares on the open market as soon as the company files an 8-K announcing an acquisition.
Description of business: We are a blank check company organized under the laws of the State of Delaware on September 24, 2007. We were formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more businesses or assets, which we refer to as our “initial business combination.” To date, our efforts have been limited to organizational activities as well as activities related to this offering.
Description of principals: James D. Dondero, Chairman of the Board of Directors and Chief Executive Officer — Mr. Dondero is a founder of Highland and has served as its President and Managing Partner since 1993. Prior to founding Highland, Mr. Dondero served as Chief Investment Officer of Protective Life Corporation’s Guaranteed Investment Contract, or GIC, subsidiary, an issuer of guaranteed investment contracts to private pension plans, where he helped grow the business from its inception in 1989 to over $2 billion in assets in 1993. From 1985 to 1989, Mr. Dondero managed approximately $1 billion in fixed income funds for American Express, a diversified financial services company. He is Chairman of the Board of Directors of Highland Financial Partners, L.P., a holding company for structured finance subsidiaries and other assets, as well as a director of American Banknote Corporation, which is a global supplier of secure documents, services and systems. Mr. Dondero is a Beta Gamma Sigma graduate of the University of Virginia with Bachelor of Science degrees in Accounting and Finance. Mr. Dondero is a Certified Public Accountant and a Certified Management Accountant. He has earned the right to use the Chartered Financial Analyst designation.
Mark Okada, President — Mr. Okada is a founder of Highland and has served as its Chief Investment Officer since 1993. Mr. Okada is responsible for overseeing the Highland Group’s investment activities for its various funds and managed accounts. Mr. Okada served as Manager of Fixed Income for Protective Life Corporation’s GIC subsidiary, an issuer of guaranteed investment contracts to private pension plans, from 1990 to 1993. From 1986 to 1990, Mr. Okada served as Vice President for Hibernia National Bank, a banking institution, managing over $1 billion of high-yield bank loans. Mr. Okada is Chairman of the Board of Directors of Common Grace Ministries, Inc. Mr. Okada is an honors graduate of the University of California Los Angeles with degrees in Economics and Psychology. He has earned the right to use the Chartered Financial Analyst designation.
Kenneth McGovern, Chief Financial Officer — Mr. McGovern has been the Chief Financial Officer of Highland since July 2007. From August 2005 to July 2007, Mr. McGovern was the Chief Investment Officer at Flagstone Reinsurance Holdings, a Bermuda-based reinsurance company. Prior to joining Flagstone, Mr. McGovern was Director of Capital Markets at Wal-Mart Stores, Inc., or Wal-Mart, where he started in 1992. Prior to his role in Corporate Finance at Wal-Mart, he spent eight years as an independent technology consultant. Mr. McGovern has a Master of Arts degree in Mathematical Finance from Columbia University, a Master of Science degree in Industrial Administration from Purdue University, and a Bachelor of Science degree from the University of Maryland.
SEC filings: sec.gov |
