Another blank check company, BPW Acquisition Corp. has filed an S-1. The offering is being underwritten by Citi. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in either the financial or business services industries.
BPW Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 37,500,000
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: BPW
Warrants: BPW-WT
Units: BPW-U
Common shares to be outstanding subsequent to IPO: 46,875,000
Shares to be held by public shareholders: 37,500,000
Shares held by insiders: 9,375,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $375 million
Net proceeds to be held in escrow: $367,087,500 (includes $7 million from the sale of warrants and units to the insiders, and $12,187,500 in commissions deferred by the underwriter). Up to $4,500,000 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: $9.79
Date of IPO: N/A
Date of original filing: November 16, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 9,375,000 shares purchased at $.0027 per share. Total proceeds: $28,750.
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 7,000,000 warrants (@ $1.00 per warrant). The total proceeds of $7,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $12,187,500.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
The company’s sponsors have agreed to purchase common shares with an aggregate value of $25 million in the open market after the company has signed a letter of intent for an acquisition.
Description of business: We are a blank check company formed under the laws of the State of Delaware on October 12, 2007. We were formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses, which we refer to throughout this prospectus as our initial business combination. We will focus on a business combination or combinations in the financial services or business services industries, but we may effect a business combination with a business outside those industries. We believe that these types of companies are in line with the significant combined experience and industry knowledge of our sponsors. To date, our efforts have been limited to organizational activities as well as activities related to this offering.
Description of principals: Michael E. Martin. Since March 2006, Michael E. Martin has been President of BNYH, the asset and investment management firm of the Lerner family. Prior to joining BNYH, Mr. Martin was a Vice Chairman and Managing Director of UBS Investment Bank. At UBS Mr. Martin was the Global Head of the Financial Institutions Group with responsibility for delivering merger and acquisition and corporate finance advice to UBS clients on a global basis. Mr. Martin was a member of the UBS Investment Bank Board and its Global Executive Committee. Prior to joining UBS in April 2002, Mr. Martin was a Managing Director of Credit Suisse First Boston, where he was a Global Co-Head of the Financial Institutions Group. Mr. Martin joined the First Boston Corporation in August 1987 and spent his 15 years there providing strategic advice to financial institutions. Mr. Martin was an associate practicing corporate law at Wachtell, Lipton, Rosen and Katz from January 1983 until August 1987. From August 1982 until January 1983, Mr. Martin was a clerk to the Honorable Stephen Reinhardt, of the United States Court of Appeals for the Ninth Circuit. Mr. Martin is a member of the Board of Directors of Aston Villa Football Club (an English Premier League football team) and Arena Media Networks, LLC (a digital advertising company). Mr. Martin holds a B.S. in economics from Claremont Men’s College and a J.D. from Columbia University School of Law. Mr. Martin is a member of the bar of the State of New York.
Joseph R. Perella. Mr. Perella is a founding partner of PWP and has been its Chairman since June 2006. Prior to founding PWP, Mr. Perella held senior positions at Morgan Stanley, including Vice Chairman of Morgan Stanley from 1993 to 2005, and Chairman of Institutional Securities and Investment Banking and Worldwide Head of Morgan Stanley’s Investment Banking Division. Mr. Perella was a member of Morgan Stanley’s Management Committee since joining Morgan Stanley in 1993. In 1988, Mr. Perella co-founded Wasserstein Perella & Co. and was Chairman until September 1993. From 1972 to 1988, Mr. Perella held senior posts at First Boston. Mr. Perella’s investment banking experience of more than 30 years includes strategic assignments for leading companies in virtually every industry and region of the world. Mr. Perella holds a B.S. degree from Lehigh University and an M.B.A. degree from Harvard Business School.
SEC filings: sec.gov |
