Another blank check company, Third Wave Acquisition Corp. has filed an S-1. The offering is being underwritten by Deutsche Bank Securities. According to the company, it will not be focusing its acquisition efforts on any particular industry.
Third Wave Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 35,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and one warrant to purchase one additional shares of common stock at $7.50 per share.
Underwriter: Deutsche Bank Securities
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 43,750,000
Shares to be held by public shareholders: 35,000,000
Shares held by insiders: 8,750,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $350 million
Net proceeds to be held in escrow: $343,000,000 (includes $7.8 million from the sale of warrants to the insiders, and $10.5 million in commissions deferred by the underwriter). Up to $5,950,000 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: $9.80
Date of IPO: N/A
Date of original filing: November 20, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 8.750,000 shares purchased at $.0025 per share. Total proceeds: $21,739.
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 7,800,000 warrants (@ $1.00 per warrant). The total proceeds of $7,800,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $10.5 million.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
The sponsor will purchase up to $35 million of securities immediately prior to the consummation of an acquisition.
Description of business: We are a newly organized blank check company incorporated under the laws of the State of Delaware for the purpose of acquiring, or acquiring control of, one or more domestic or international operating businesses or assets through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or similar business combination. Our efforts in identifying prospective target businesses will not be limited to a particular industry, but we will not complete a business combination with any target business that is engaged in the real estate, lodging and/or hospitality, energy, or infrastructure industries. We will focus primarily on industries and target businesses that may provide significant opportunity for growth. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We do not have any specific initial business combination under consideration. We have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.
Description of principals: Barry S. Sternlicht has been our founder, Chairman of the Board of Directors and Chief Executive Officer since our inception and was our President until November 16, 2007. Mr. Sternlicht is Chairman and Chief Executive Officer of Starwood Capital Group, a private investment firm he formed in 1991. Mr. Sternlicht is also Chairman of the Board of Societé du Louvre, as well as Baccarat. For the past 14 years, he has structured more than 275 separate investment transactions with a cost basis of more than $30 billion. Starwood Capital Group's funds have invested in more than 18,000 apartment units, more than 950 hotels, over 17 million square feet of office properties, 13 million square feet of retail and over 20,000 acres of land in residential subdivisions. Today, the firm manages more than $12 billion of assets on behalf of its high net worth and institutional partners. Starwood Capital Group employs over 140 associates at its, or its affiliated, offices in Greenwich, Connecticut, Atlanta, San Francisco, Phoenix, Washington DC, London, Mumbai, Tokyo and Luxembourg. Starwood Capital Group has recently formed Starwood Energy Partners focusing on energy investments and Starwood Real Estate Securities, an equity long/short hedge fund focused on REIT and real estate related securities with over $350 million of assets under management. Starwood's funds also own interests in the nation's largest golf course operators, American Golf and Troon Golf.
From 1995 through May 2005, Mr. Sternlicht was Chairman or Chief Executive Officer of Starwood Hotels & Resorts Worldwide, Inc., a company he founded in 1995. Today, Starwood Hotels employs over 110,000 people and is one of the leading hotel and leisure companies in the world with more than 850 properties in 80 countries. Starwood is a fully integrated owner, operator and franchiser of hotels and resorts with seven internationally renowned brands, including: St. Regis, The Luxury Collection, W Hotels, Sheraton, Westin, Meridien, Four Points, as well as Starwood Vacation Ownership, Inc., a premier developer and operator of vacation ownership resorts.
Mr. Sternlicht is a trustee of Brown University. He serves on the Board of Directors of Granahan McCourt Acquisition Corporation, National Golf, The Estée Lauder Companies, the National Advisory Board of JPMorgan Chase, N.A., and the Advisory Board of Eurohypo Bank. He serves on the boards of the Juvenile Diabetes Research Foundation's National Leadership Advocacy Program and the Business Committee for the Arts. He is a member of the Committee to Encourage Corporate Philanthropy, the Presidential Tourism & Travel Advisory Board, the Young Presidents Organization, the World Travel & Tourism Council, and the Urban Land Institute.
He received a Bachelor of Arts degree, magna cum laude, from Brown University, and a Masters of Business Administration, with distinction, from Harvard Business School.
Alexandre von Fürstenberg has been our founder and director since our inception and our President since November 16, 2007. Since 2003, Mr. von Fürstenberg has been founder, Co-Managing Member and Chief Investment Officer of Arrow Capital Management, LLC, which manages, through various partnerships, approximately $500 million of assets invested primarily in public equity securities in the United States, Europe and Asia. From 1995 to 2003, Mr. von Fürstenberg was Chief Investment Officer of Arrow Investments, Inc., a private investment office serving his family. Since 1999, Mr. von Fürstenberg has been Partner and a Director of Diane von Fürstenberg Studio, LP. Mr. von Fürstenberg received a Bachelor of Arts degree from Brown University in 1993.
SEC filings: sec.gov |
