On August 12, 2010, another blank check company, JWC Acquisition Corp, filed an S-1 registration statement for its initial public offering. The lead underwriter for the offering was Citi. According to the company, its acquisition efforts will be focused on acquiring a company in the consumer products or specialty retail sectors operating primarily in North America.
JWC Acquisition Corp. – Offering Completed
Number of units being offered: 15,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and one warrant with the right to acquire an additional share of common stock at $12.00 per share. The warrants will expire five years after the completion of a business combination.
Percentage of non-insider shares that can block an acquisition: While the company has no intention of asking its shareholders to approve a proposed acquisition, it will conduct a tender offer and give its shareholders an opportunity to redeem their shares. The company will proceed with its proposed acquisition only if the number of shares tendered leaves the company with less than $5,000,001 of tangible assets.
Number of months to complete an acquisition: 21 months
Lead underwriters: Citi
Corporate sponsors (if any): JWC Acquisition, LLC
Proposed ticker symbols
Common stock: JWCA
Warrants: JWCAW
Units: JWCAU
Common shares to be outstanding subsequent to IPO: 17,142,857
Shares to be held by public shareholders: 15,000,000
Shares held by insiders: 2,142,857
Percentage held by public shareholders: 87.5%
Gross proceeds being raised: $150 million
Net proceeds to be held in escrow: Approximately $147.75 million, including $3.75 million from the sale of warrants to certain of the insiders and $3.75 million in deferred underwriting fees.
Escrowed proceeds per share applicable to future public shareholders: $9.85
Date of IPO: November 23, 2010
Date of original filing: August 12, 2010
Insider shares: 2,142,857 common shares purchased at $.012. Total proceeds: $25,000.
Restrictions on insider common shares and warrants: Per the registration statement, “Our sponsor has agreed not to transfer, assign or sell any of the founder shares until (i) one year after the completion of our initial business combination or earlier if, subsequent to our business combination, the last sales price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (ii) the date on which we consummate a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property… The sponsor warrants (including the common stock issuable upon exercise of the sponsor warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination and they will be non-redeemable so long as they are held by members of our sponsor or their permitted transferees.”
Other insider requirements: Certain of the insiders have agreed to purchase 5,000,000 warrants @ $.75 per warrant simultaneously with the public offering. The total proceeds of $3.75 million will be placed into the trust account.
The underwriters have agreed to defer $3.75 million of their fees until the company has completed a business combination.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: We are a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not identified any acquisition target and we have not, nor has anyone on our behalf, initiated any substantive discussions with respect to our initial business combination except that we will not effectuate a business combination with another blank check company or a similar company with nominal operations….We will seek to capitalize on the substantial deal sourcing, investing and operating expertise of our management team to identify, acquire and operate a middle-market business in the consumer products or specialty retail sectors operating primarily in North America, although we may pursue acquisition opportunities in other sectors or in other geographic regions. We believe that consumer products and specialty retail businesses possess attractive investment attributes compared to other sectors including strong brand franchises, barriers to competition, lower capital requirements and lower technology risks.
Biographies of principals: John W. Childs is our Chairman and Chief Executive Officer. Mr. Childs has been Chairman and Chief Executive Officer of J.W. Childs since 1995. From 1991 to 1995 Mr. Childs was Senior Managing Director of the Thomas H. Lee Company and from 1987 to 1990 was a Managing Director of Thomas H. Lee Company. Prior to 1987, Mr. Childs was associated with the Prudential Insurance Company of America for 17 years where he held various executive positions in the investment area, ultimately serving as Senior Managing Director in charge of the Capital Markets Group where he was responsible for Prudential’s approximately $77 billion fixed income portfolio, including all the Capital Markets Group’s investments in leveraged acquisitions. He is currently a director of Advantage Sales and Marketing, Inc., Sunny Delight Beverages Co., Esselte Ltd., Mattress Firm, Inc., CHG Healthcare Services, Inc. and Simcon, Inc. Mr. Childs graduated from Yale University with a B.A. degree and from Columbia University with an M.B.A. degree.
Adam L. Suttin is our President. Mr. Suttin co-founded J.W. Childs in 1995 and is a Partner of the firm. From 1989 to 1995 Mr. Suttin was an investment professional at Thomas H. Lee Company. He is currently a Director of Advantage Sales and Marketing, Inc., Brookstone, Inc., Refrigerator Manufacturers, Inc., Sunny Delight Beverages Co., Esselte Ltd., JA Apparel Corp. (Joseph Abboud), Mattress Firm, Inc., and The NutraSweet Company. Mr. Suttin graduated from the Wharton School of the University of Pennsylvania with a B.S. degree and from the Moore School of Engineering of the University of Pennsylvania with a Bachelor of Applied Science degree.
Arthur P. Byrne is our Vice President. Mr. Byrne has been an Operating Partner of J.W. Childs since August 2002. From 1991 until 2002 he was Chairman, President and CEO of The Wiremold Company From 1985 until 1991, Mr. Byrne was a Group Executive with the Danaher Corporation. Prior to joining Danaher, Mr. Byrne held various positions with the General Electric Company including General Manager of its Nickel Cadmium Battery Operations and its High Intensity and Quartz Lamp Department. Mr. Byrne is currently Chairman of the Board of WS Packaging Group, Inc. and Esselte Ltd. Mr. Byrne graduated from Boston College with a B.S. degree and from Babson College with an M.B.A. degree.
David A. Fiorentino is our Vice President and Chief Financial Officer. Mr. Fiorentino is a Partner of J.W. Childs. He joined the firm in 2000 after working previously in the investment banking division of Morgan Stanley from 1998 to 2000. He has been involved in numerous investments by J.W. Childs in the consumer products, retail and healthcare sectors and is currently a Director of CHG Healthcare Services, Inc., W/S Packaging Group, Inc., Fitness Quest, Inc., Mattress Firm, Inc., JA Apparel Corp. (Joseph Abboud) and Esselte Ltd.. Mr. Fiorentino graduated from Amherst College with a B.A. degree and from Harvard Business School with an M.B.A. degree.
SEC filings: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001498157&owner=exclude&count=40 |
