Another blank check company, Liberty Acquisition Holdings Corp. has filed an S-1. The offering is being underwritten by Citi According to the company, it will not be limiting its acquisition efforts to any particular industry.
Liberty Acquisition Holdings Corp. – STILL IN REGISTRATION
Number of units being offered: 75,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and one-half warrant to purchase one additional shares of common stock at $7.00 per share.
Underwriter: Citi
Proposed ticker symbols
Common stock: LIA
Warrants: LIA-WT
Units: LIA-U
Common shares to be outstanding subsequent to IPO: 93,750,000
Shares to be held by public shareholders: 75,000,000
Shares held by insiders: 18,750,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $750 million
Net proceeds to be held in escrow: $738.7 million (includes $12 million from the sale of warrants to the insiders, and $18.75 million in commissions deferred by the underwriter). Up to $12,000,000 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: $9.85
Date of IPO: N/A
Date of original filing: August 17, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 18,750,000 shares purchased at $.001333 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 12,000,000 warrants (@ $1.00 per warrant). The total proceeds of $12,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $18,750,000.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
The sponsor of the company will purchase units with a value of $50 million immediately prior to the consummation of an acquisition.
Description of business: We are a Delaware blank check company formed on June 27, 2007 to complete a business combination with one or more operating businesses. Our efforts in identifying a prospective target business will not be limited to a particular industry. We do not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted, or been contacted by, any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. To date our efforts have been limited to organizational activities as well as activities related to this offering.
Description of principals: Nicolas Berggruen has been our president, chief executive officer and a member of our board of directors since our inception in June 2007. Mr. Berggruen founded what became Berggruen Holdings, Inc. in 1984 to act as investment advisor to a Berggruen family trust that has made over 50 control and non-control direct investments in operating businesses over the last 20 years. Mr. Berggruen has served as the president of Berggruen Holdings, Inc. since its inception. In 1984 he also co-founded Alpha Investment Management, a multi-billion dollar hedge fund management company that was sold to Safra Bank in 2004. Prior to co-founding Alpha Investment Management and Berggruen Holdings, Inc., Mr. Berggruen served as an analyst on the real estate side of the family-held investment firm Bass Brothers Enterprises, and an associate of Jacobson and Co., Inc., a leveraged buyout company. Mr. Berggruen also serves on the board of directors of Freedom Acquisition Holdings, Inc. Mr. Berggruen obtained his B.S. in finance and international business from New York University.
Martin E. Franklin has been the chairman of our board of directors since our inception in June 2007. Mr. Franklin has served as chairman and chief executive officer of Jarden Corporation, a broad based consumer products company, since 2001. Prior to joining Jarden Corporation, Mr. Franklin served as chairman and a director of Bollé, Inc. from 1997 to 2000, chairman of Lumen Technologies from 1996 to 1998, and as chairman and chief executive officer of its predecessor, Benson Eyecare Corporation from 1992 to 1996. Mr. Franklin also serves on the board of directors of Freedom Acquisition Holdings, Inc. and Kenneth Cole Productions, Inc. Mr. Franklin also serves as a director and trustee of a number of private companies and charitable institutions.
SEC filings: sec.gov |
