Another blank check company, Tremisis Energy Acquisition Corp. II has filed an S-1. The offering is being underwritten by Merrill Lynch. According to the company, it will be focusing its efforts on acquiring an operating company in either the energy or environmental industries.
Tremisis Energy Acquisition Corp. II – STILL IN REGISTRATION
Number of units being offered: 9,500,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and one warrant to purchase one additional shares of common stock at $6.00 per share.
Underwriter: Merrill Lynch
Proposed ticker symbols
Common stock: LIA
Warrants: LIA-WT
Units: LIA-U
Common shares to be outstanding subsequent to IPO: 11,875,000
Shares to be held by public shareholders: 9,500,000
Shares held by insiders: 2,375,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $76 million
Net proceeds to be held in escrow: $73,805,000 (includes $2 million from the sale of warrants to the insiders, and $1.9 million in commissions deferred by the underwriter). Up to $1,200,000 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: $7.77
Date of IPO: N/A
Date of original filing: August 22, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,375,000 shares purchased at $.0011 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 2,000,000 warrants (@ $1.00 per warrant). The total proceeds of $2,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $1.9 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 July 3, 2007 in order to serve as a vehicle for the acquisition of an operating business. Our efforts in identifying a prospective target business will not be limited to a particular industry, although we intend to focus on either the energy or the environmental industries and their related infrastructures.
Description of principals: Lawrence S. Coben has been our chairman of the board, chief executive officer and chief financial officer since our inception. Since May 2006, Mr. Coben has been an independent consultant. From May 2004 to May 2006, Lawrence S. Coben served as chairman of the board and chief executive officer of Tremisis Energy Acquisition Corporation, a blank check company formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the energy or the environmental industry and their related infrastructures. From January 2001 until December 2003, Mr. Coben served as senior principal of Sunrise Capital Partners L.P., a private equity firm established by Houlihan Lokey Howard & Zukin, an international investment banking firm that invests capital in middle market companies. From January 1997 to December 2000, Mr. Coben was an independent consultant. From October 1994 to December 1996, Mr. Coben was chief executive officer of Bolivian Power Company, Ltd., a New York Stock Exchange-listed company that was one of Bolivia’s largest private electric generator and distributor until its sale to an American-Swedish utility consortium. He was also a managing director of Liberty Power Latin America, L.P., a private developer and owner of power facilities, from January 1993 to December 1996. He has served as a director of Prisma Energy, one of the successor Enron companies, since September 2003. Mr. Coben has also been a director of NRG Energy, Inc. since December 2003, when he was appointed in connection with its plan of reorganization following its emergence from Chapter 11 bankruptcy. Mr. Coben is a member of the board of directors of the Bolivian-American Chamber of Commerce and was the co-chairman of the Lieberman 2004 National Energy Policy Committee which has devised a plan (the Declaration of Energy Independence) to reduce American dependence on politically unstable sources of energy. Mr. Coben is also an archaeologist affiliated with the University of Pennsylvania and is completing a doctorate in Anthropology. Mr. Coben received a B.A. in economics from Yale University, an M.A. in Anthropology (Archaeology) from the University of Pennsylvania and a J.D. from Harvard School of Law.
SEC filings: sec.gov |
