GHL Acquisition Corp. completed its IPO on February 19, 2008, selling 40,000,000 units at $10.00 per unit. The gross proceeds totaled $400 million, in line with the amount that the company was looking to raise when it filed its initial S-1 on November 30, 2007. A total of $400,000,000, equal to $10.00 per common share, has been placed into an escrow account. This balance includes $16,400,000 deferred by the underwriters, which will be paid when the company completes an acquisition, and $8,000,000 from the sale of warrants to certain of the insiders. In the event that the company is liquidated, neither the underwriter nor the insiders will receive any of the funds placed into the escrow account.
Up to $5,000,000 of interest earned on the trust fund balance can be used to fund expenses related to investigating and selecting a target business and other working capital requirements.
Each unit consists of one share of common stock and a warrant to purchase one additional share at $7.00 per share.
Percentage of non-insider shares that can block an acquisition: 30%
Note: The initial S-1 disclosed that the insiders owned 10 million shares, equal to a 20% interest in the post-IPO company. By the time the company went public, their ownership position had been reduced to 8.5 million shares, equal to a 17.5% post-IPO interest in the company.
Warrant terms: Each warrant will become exercisable on the later of the completion of a business combination with a target business and February 15, 2009. The warrants will expire at 5:00 p.m., New York City time, on February 15, 2013, or earlier upon redemption.
GHL Acquisition Corp. is not going to be focusing its acquisition efforts on any particular industry.
The securities are listed on the American Stock Exchange. The units (GHQ-U) closed at $9.78 on Friday. The common shares (GHQ) and warrants (GHQ-WT) are not yet trading.
The final prospectus: sec.gov
Significant principals
Scott L. Bok, 48, has served as our Chairman and Chief Executive Officer since our formation in November 2007. In addition, Mr. Bok has served as Greenhill’s Co-Chief Executive Officer since October 2007, served as its Co-President between 2004 and 2007 and has been a member of Greenhill’s Management Committee since its formation in January 2004. In addition, Mr. Bok has been a director of Greenhill & Co., Inc. since its incorporation in March 2004. From January 2004 until October 2007, Mr. Bok was Greenhill’s US President. From 2001 until the formation of Greenhill’s Management Committee, Mr. Bok participated on the two-person administrative committee responsible for managing Greenhill’s operations. Mr. Bok has also served as a Senior Member of Greenhill Capital Partners since its formation. Mr. Bok joined Greenhill as a managing director in February 1997. Before joining Greenhill, Mr. Bok was a managing director in the mergers, acquisitions and restructuring department of Morgan Stanley & Co., where he worked from 1986 to 1997, based in New York and London. From 1984 to 1986, Mr. Bok practiced mergers and acquisitions and securities law in New York with Wachtell, Lipton, Rosen & Katz. Mr. Bok is a member of the board of directors of Heartland Payment Systems, Inc. and various private companies. Mr. Bok is also a member of the Investment Committee of Greenhill Capital Partners.
Robert H. Niehaus, 52, has served as our Senior Vice President since our formation in November 2007. Mr. Niehaus is also a member of our Board of Directors. In addition, Mr. Niehaus has been the Chairman of Greenhill Capital Partners since June 2000. Mr. Niehaus has been a member of Greenhill’s Management Committee since its formation in January 2004. Mr. Niehaus joined Greenhill in January 2000 as a managing director to begin the formation of Greenhill Capital Partners. Prior to joining Greenhill, Mr. Niehaus spent 17 years at Morgan Stanley & Co., where he was a managing director in the merchant banking department from 1990 to 1999. Mr. Niehaus was vice chairman and a director of the Morgan Stanley Leveraged Equity Fund II, L.P., a $2.2 billion private equity investment fund, from 1992 to 1999, and was vice chairman and a director of Morgan Stanley Capital Partners III, L.P., a $1.8 billion private equity investment fund, from 1994 to 1999. Mr. Niehaus was also the chief operating officer of Morgan Stanley’s merchant banking department from 1996 to 1998. Mr. Niehaus is a director of American Italian Pasta Company, Heartland Payment Systems, Inc., Exco Holdings, Inc. and various private companies. |
