Another blank check company, Grail Investment Corp., has filed an S-1. The offering is being underwritten by Lazard Capital Markets. According to the company, it intends to focus its acquisition efforts on acquiring an operating company in the financial services industry.
Grail Investment 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: Grail Chalice SPAC Holdings LLC
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: $197,295,000 (includes $6 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 $2.8 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: $9.86
Date of IPO: N/A
Date of original filing: January 14, 2008
Insider shares: 5,000,000 common shares purchased at $.005. Total proceeds: $25,000.
Restrictions on insider common 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 90 days after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 6,000,000 warrants (@ $1.00 per warrant) immediately prior to the public offering. The total proceeds of $6,000,000 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 and the underwriter 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 December 13, 2007. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with an existing business in the financial services industry (excluding depository institutions), which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities and activities related to this offering.
Profiles of principals: Donald H. Putnam has served as Chairman of our Board of Directors since our inception. Mr. Putnam founded Grail Partners LLC in 2005 and serves as its Managing Partner. From 1987 to 2005, he served in the capacities of Chief Executive Officer, Vice Chairman of the Board of Directors and Managing Director of the investment banking group at Putnam Lovell NBF Securities Inc., a firm that he co-founded. From 1980 to 1986, Mr. Putnam held several senior positions at SEI Investments Developments, Inc., including Executive Vice President and Division President of the company, founder and President of SEI Financial Services Company and founder and president of SEI Investments Developments, Inc.’s various mutual funds, which had assets under management in excess of $15 billion. Mr. Putnam was a Senior Consultant at the Catallactics Corporation from 1978 to 1980, where he devised new strategies for major banks, including JP Morgan & Co. Inc., the Boston Company, Inc. and Northern Trust Company. Previously, from 1973 to 1978, Mr. Putnam designed quantitative investment products and other trust services at the Bankers Trust Company. Throughout his career Mr. Putnam has spearheaded a number of mergers and acquisitions transactions, including Deutsche Bank AG’s acquisition of Zurich Scudder Investments Inc., AQR Capital Management, LLC’s sale to Affiliated Manager’s Group, Inc., Allianz Group’s acquisition of PIMCO Advisors LP, Nuveen Investment Inc.’s acquisition of NWQ Investment Management Company, LLC, the sale of RS Investment Management Co. and its affiliates to Guardian Life Insurance Company of America, a management buyout of Munder Capital Management from Comerica Incorporated, LPL Financial Services Inc.’s acquisition of Pacific Life Co.’s Broker-Dealers and FrontPoint Partners LLC’s sale to Morgan Stanley. He currently serves as a Director of Munder Capital Management and of Integrated Trade Processing Corporation and an Overseer of International Rescue Committee.
John C. Siciliano has served as our President and Chief Executive Officer since our inception. He is currently a Managing Partner of Grail Partners LLC, which he joined in January 2007, where he focuses on providing advisory services to and initiating principal transactions within the institutional asset management industry. Prior to joining Grail Partners LLC, Mr. Siciliano acted as Chairman and Chief Executive Officer of BKF Asset Management, Inc. and of its parent company, BKF Capital Group, Inc. From 2001 to 2005, he was head of the global institutional business for Dimensional Fund Advisors. Mr. Siciliano was a Managing Principal of Payden & Rygel Global Ltd., a fixed income investment management firm, and President of its mutual fund company, Payden & Rygel Investment Group from 1998 to 2001. From 1995 to 1998, he was co-head of the North American Corporate Finance Division of Dresdner Kleinwort Benson, and, from 1991 to 1995, he served as Executive Vice President and Chief Financial Officer at Technicolor Inc. From 1989 to 1991, Mr. Siciliano acted as co-head of the West Coast investment banking division of the Prudential Securities Division of Prudential Financial Inc. Previously he was the founder of the Los Angeles banking office for Smith Barney, Harris Upham & Co. Inc. and served as head of such office from 1984 to 1989. Mr. Siciliano has a Masters of Business Administration from Stanford Graduate School of Business and a Bachelor of Arts in Government from Pomona College. He currently is a Trustee of the Committee for Economic Development, a member of the Global Research Council and Director of Huntington Memorial Hospital, The Lowe Institute at Claremont McKenna College, Hillcrest Asset Management, LLC and Creighton Capital Management LLC.
SEC filings: sec.gov |
