Another blank check company, Polaris Acquisition Corp., has filed an S-1. The offering is being underwritten by Landenburg Thallman & Co.. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in either the business-to-consumers services sector, the business-to-business services sector, or the technology and infrastructure services sector.
Polaris Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 15,000,000
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: Landenburg Thallman & Co.
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 18,750,000
Shares to be held by public shareholders: 15,000,000
Shares held by insiders: 3,750,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $150 million
Net proceeds to be held in escrow: $146,490,000 (includes $3,240,000 from the sale of warrants to the insiders, and $4.5 million in commissions deferred by the underwriter). Up to $1,800,000 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: August 29, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,750,000 shares purchased at $.0067 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, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 3,240,000 warrants (@ $1.00 per warrant) in a private placement prior to the offering. The total proceeds of $3,240,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $4.5 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 incorporated on June 18, 2007 in order to serve as a vehicle for the acquisition of an operating business. Our efforts to identify a prospective target business will not be limited to a particular industry. We intend to focus mainly on identifying a company in one of the sectors within business services where the team has a deep and successful operating and relationship history. There are three distinct segments within this business services focus: business-to-consumer service businesses; business-to-business service businesses; and technology and infrastructure services.
Description of principals: Marc V. Byron has served as our chairman of the board and chief executive officer since our inception. Mr. Byron co-founded Trivergance, LLC, a middle market merchant banking and investment firm, in June 2006, and has served as a Managing Member since its formation. Trivergance acted as a strategic and financial advisor in the $750 million transaction in which Sunterra Corporation went private. Since May 2003, Mr. Byron has also served as chairman of MG, LLC, d/b/a Tranzact, a marketing services firm that helps companies acquire customers and manage complex transactions by combining expertise in developing customer acquisition strategies with experience in applying technology. He has also served as an advisor to Apollo Management on large marketing and media related transactions, a consultant and partner to Halyard Capital on mid-size media and marketing transactions, and an investor in and advisor to Sonostar Capital related to smaller media and marketing transactions. In 1997, Mr. Byron founded Paradigm Direct and served as its chief executive officer until its sale to Mosaic Group, Inc., a Canadian marketing services firm. After the sale, Paradigm Direct changed its name to Mosaic Performance Solutions North America and Mr. Byron served as its chief executive officer until December 2001. From January 2002 to June 2003, Mr. Byron served as chief executive officer for Mosaic Group, Inc. At the time Mr. Byron became chief executive officer of Mosaic Group, Mosaic Group was highly leveraged and was ultimately required to file for restructuring under the Companies’ Creditors Arrangement Act, or CCAA, in Canada in December 2002. From 1992 to 1996, Mr. Byron served as president of National Market Share Inc., an outbound telemarketing firm. Mr. Byron's experience includes marketing consultation at the senior-most levels in corporate America, creation and execution of nationwide direct marketing efforts on behalf of Fortune 100 companies, as well as the effective management of rapid corporate growth. He has strategic and tactical experience in brand extensions, data aggregation, direct marketing, packaging and promotion, telecommunications and many other consumer-focused marketing services businesses. Mr. Byron received a B.A. from Emory University.
Lowell D. Kraff has served as our president and a member of our board of directors since our inception. Mr. Kraff has spent his career in the private equity, merchant banking and investment banking fields. He has been a principal equity investor for over 13 years participating in leveraged buyouts, growth equity, and early stage venture capital transactions. Mr. Kraff co-founded Trivergance, LLC in June 2006, and has served as a managing member since its formation. Trivergance acted as a strategic and financial advisor in the $750 million transaction in which Sunterra Corporation went private. From July 2001 to June 2006, Mr. Kraff was a founding principal of Connecting Capital & Partners, LLC, a merchant banking company organized to make principal investments in alternative assets and provide limited strategic investment banking advice. During that time period, Connecting Capital & Partners participated in and provided strategic investment banking advice for transactions aggregating approximately $2.5 billion, including the acquisition of Creekstone Farms Premium Beef by an affiliate of Sun Capital Partners in March 2005, the acquisition of the Marketing Service Division of Cendant Corporation by an affiliate of Apollo Management, L.P. in October 2005 and the acquisition of SourceCorp Inc. by an affiliate of Apollo Management, L.P. in July 2006. From June 1996 to July 2001, Mr. Kraff was founding principal of Vision Capital Partners, an early stage venture capital/private equity business. At Vision Capital, Mr. Kraff and his partners sourced proprietary deals and invested in several early stage and growth capital opportunities. He currently is a member of the Board of Directors of Smart Pack Solutions, LLC, an internet-based retail sales firm. Mr. Kraff received a B.S. from The Wharton School, University of Pennsylvania and an M.B.A. from the University of Chicago.
SEC filings: sec.gov |
