Another blank check company, MVC Acquisition Corp. has filed an S-1. The offering is being underwritten by Lazard Capital Markets. According to the company, it will not be focusing its acquisition efforts on any particular industry.
MVC Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 20,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to acquire an additional share of common stock at $7.50 per share.
Underwriter: Lazard Capital Markets
Corporate sponsors: MVC Capital
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 25,000,000
Shares to be held by public shareholders: 20,000,000
Shares held by insiders: 5,000,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $200 million
Net proceeds to be held in escrow: $196,009,295 (includes $5 million from the sale of warrants to certain affiliates of the insiders, and $6 million in commissions deferred by the underwriter). The company may utilize up to $3 million of the interest earned in the trust account for working capital 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: December 3, 2007
Insider shares: 5,000,000 units purchased at $.005. Total proceeds: $25,000.
Restrictions on insider shares and warrants: The common shares shall remain in escrow until one year after the consummation of an acquisition, or the liquidation of the company. The warrants are not transferable until 60 days after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 5,000,000 warrants (@ $1.00 per warrant) immediately prior to the public offering. The total proceeds of $5,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $6 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 blank check company organized under the laws of the State of Delaware on October 16, 2007. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business, which we refer to as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular location or industry. To date, our efforts have been limited to organizational activities and activities related to this offering.
Description of principals: Michael Tokarz has served as Chairman of our Board of Directors since our inception. Mr. Tokarz is currently the Chairman of MVC Capital, Inc. and the Managing Member of TTG Advisers, which is the investment adviser to MVC Capital. Mr. Tokarz also serves on numerous corporate boards of directors including Ohio Medical Corp., Conseco, Inc., Walter Industries, Inc., Mueller Water Products, Inc., IDEX Corporation, Dakota Growers Pasta Company, Inc., Athleta Corporation, Lomonosov Porcelain Company in Russia and Apertio Limited Partners in the United Kingdom. Mr. Tokarz was with Kohlberg Kravis & Roberts & Co. from 1985 until his retirement as a general partner in 2002. Mr. Tokarz joined the Continental Illinois National Bank & Trust Company of Chicago in 1973. At Continental Illinois, Mr. Tokarz’s responsibilities included numerous executive, managerial and commercial lending activities. From 1981 through 1984, Mr. Tokarz was manager of the Miami office of Continental Illinois and, in 1984, became Vice President and Manager of the New York and Eastern Regional Offices. His prior board positions include Evenflo Company, Inc., Nexstar Financial Corporation, United Fixtures Co., Safeway, Inc., RJR Nabisco Holdings Corp., Beatrice Foods Corporation and ConAgra Foods, Inc. in the United States and Kamaz A.O. in Russia. Mr. Tokarz is active on the endowment committee and Board of Trustees of the Rye YMCA in Westchester County and the Board of Directors of the Iona Preparatory School. He is also Chair of the Board of the University of Illinois Foundation and serves as an ex-officio member of all of the foundation’s committees. He serves as a member of the board of managers for Illinois Ventures, LLC and is the Chairman of the Illinois Emerging Technology Fund LLC. Mr. Tokarz was elected one of the ten Best Corporate Directors in the United States for 2007 by The Outstanding Directors Exchange and Agenda Magazine. Mr. Tokarz received a Bachelor of Arts degree in Economics, with High Distinction, from the University of Illinois at Urbana. He earned a Masters of Business Administration in Finance at the Graduate School of Business Administration, University of Illinois, Urbana, and subsequently earned a post-graduate certificate as a Certified Public Accountant.
Phillip T. George, M.D., has served as Vice-Chairman of our Board of Directors since our inception. Dr. George co-founded Trivest, Inc., a middle market private equity firm, in 1983 and served as its chairman and a member of its general partnership until 1999. He has participated in raising more than $250 million of equity capital for Trivest and was instrumental in the acquisition and recapitalization of companies valued in the aggregate in excess of $1.3 billion, in a variety of industries, including medical products and scientific equipment manufacturing, promotional products, apparel, circuit board manufacturing, truck bed liners, and aircraft maintenance and airline parts sales. Following Trivest, Dr. George organized and managed multiple investment partnerships and venture capital transactions. In 1996, he co-founded Brava, LLC, a medical device company involved in breast enlargement and reconstruction, and served as its Chairman and Chief Executive Officer through 2004, when he ceased serving as Chief Executive Officer and remained Chairman of the board of directors. He also has acquired private aviation charter, management and maintenance companies in addition to air cargo and aircraft leasing companies. Dr. George has served on the board of and was a co-founder of a number of public companies. In 1985, he invested with Dr. Phillip Frost and others in a company that later became the IVAX Corporation, a major generic pharmaceutical company listed on the American Stock Exchange. He served on the IVAX board from 1989 until 1995. IVAX was sold to Teva for $7.9 billion in 2006. Dr. George currently serves as an independent director on the board of directors of Ohio Medical Corp., a significant investment of MVC Capital, and is a managing director of JP Capital Advisors. He had an active practice in major reconstructive and micro vascular surgery as well as aesthetic/cosmetic surgery in Miami, Florida from 1972 to 1990. Dr. George has been actively involved for 18 years on the Board of the University of Miami, where he recently served as the Chairman of the Executive and Medical School Committees. Dr. George received a Bachelor of Science degree from Pennsylvania State University and a medical degree from the University of Miami. He completed a General Surgical Residency at George Washington University Hospital and a Plastic and Reconstructive Surgical Residency at the University of California, San Francisco.
James J. Pinto has served as our Chief Executive Officer since our inception. Mr. Pinto is President of PFG, Inc., formerly known as The Private Finance Group, a merchant banking and venture capital firm established by Mr. Pinto in 1990. Prior to forming PFG, Mr. Pinto was a General Partner in Grace-Pinto LP, a $200 million fund formed in 1987 that completed a variety of transactions with closed-end funds in Canada, the United Kingdom and the United States. Over the course of his career, Mr. Pinto has participated in numerous transactions, with a particular emphasis on investments involving corporate turnarounds and restructurings, as well as telecommunications investments in various markets, including Russia, where he has been an investor for more than 10 years. He was an early investor in broadband spectrum and cellular telephone services. He has invested in companies operating in a wide range of industries, including financial institutions, consumer products, including sporting goods and toys, dental products, aerospace and industrial manufacturing, air cargo and aircraft leasing, automotive and trailer manufacturing, medical devices, medical claims processing software, oil and gas, and telecommunications. Mr. Pinto currently serves as an independent director on the board of directors of Ohio Medical Corp., a significant investment of MVC Capital. Mr. Pinto also serves on the board of directors of Claimtrust, Inc. and Westin Inc. and is a managing director of JP Capital Advisors. Mr. Pinto has also served on the board of directors of a number of public companies, including Bristol Hotels & Resorts, (formerly NYSE: BH), which was taken private, and the Moscow CableCom Corp., (formerly Nasdaq: MOCC), where he was also a member of the Audit Committee and the Special Committee of Disinterested Directors. Mr. Pinto has been licensed to practice law in New York state since 1977. His government service includes Assistant to the Administrator, Law Enforcement Assistance Administration, Department of Justice; service with the Department of Energy, International Trade and Emergency Preparedness and Counsel to the White House Conference on Coal. Mr. Pinto is a graduate of Georgetown University, from which he received a Bachelor of Arts degree in Urban Economics, and the Georgetown University Law Center, from which he received a Juris Doctor.
SEC filings: sec.gov |
