On February 18, 2011, another blank check company, Lone Oak Acquisition Corporation, filed an F-1 registration statement for its initial public offering. The lead underwriter for the offering was EarlyBirdCapital. According to the registration statement, the company’s acquisition efforts will not be focused on a particular industry of geographic area.
Lone Oak Acquisition Corporation – Offering Completed
Number of units being offered: 4,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and one warrant. The warrant will convey the right to acquire an additional share of common stock at $5.00 per share. The warrants will expire three 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 proposing an acquisition that will require the consent of its shareholders to approve the acquisition, it will conduct a tender offer and give its shareholders an opportunity to redeem their shares. The company will not proceed with its proposed acquisition only if public shareholders owning not more than 84.7% of the shares sold in the offering exercise their redemption rights.
Number of months to complete an acquisition: 18 months, although the period can be extended to 24 months if certain conditions are met.
Lead underwriters: EarlyBirdCapital
Corporate sponsors (if any): None
Proposed ticker symbols
Common stock: LOKKF
Warrants: LOKWF
Units: LOKAF
Common shares to be outstanding subsequent to IPO: 5,000,000
Shares to be held by public shareholders: 4,000,000
Shares held by insiders: 1,000,000
Percentage held by public shareholders: 20.0%
Gross proceeds being raised: $32 million
Net proceeds to be held in escrow: Approximately $32.64 million, including $2.31 million from the sale of warrants to certain of the insiders. The underwriters will not be deferring any of their fees.
Escrowed proceeds per share applicable to future public shareholders: $8.16
Date of IPO: March 24, 2011
Date of original filing: February 18, 2011
Insider shares: 1,000,000 common shares purchased at $.025 per share. Total proceeds: $25,000.
Restrictions on insider common shares and warrants: Subject to certain exceptions, these shares will not be transferable during the escrow period. 50% of these shares will not be released from escrow until six months after the closing of the business combination or the liquidation of the trust account if we have not completed a business combination within the required time periods. The remaining 50% of these shares will not be released from escrow until one year after the closing of the business combination or the liquidation of the trust account if we have not completed a business combination within the required time periods
Other insider requirements: Certain of the insiders have agreed to purchase 6,600,000 warrants @ $.35 per warrant simultaneously with the public offering. The total proceeds of $2,310,000 will be placed into the trust account.
The underwriters will not be deferring any of their fees.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: We are an exempted company organized under the laws of the Cayman Islands on June 17, 2010. We are a blank check company formed for the purpose of acquiring, through merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses, or control of such operating business or businesses through contractual arrangements. Our search for a target business is not limited to a particular geographic region or industry.
Biographies of principals: Berke Bakay has been the Executive Chairman of our board of directors since inception. Mr. Bakay founded BBS Capital Management, LP, a Texas limited partnership that serves as the investment manager to the BBS Capital Fund, LP, in January 2008 and has served as its managing member since its formation. BBS Capital Fund, LP currently focuses its investments mainly in the United States and the People’s Republic of China in the consumer discretionary, education and media industries. Prior to forming BBS Capital Management, LP, Mr. Bakay was the co-founder and co-portfolio manager of Patara Capital, L.P., an investment management firm based in Dallas, Texas from January 2006 through December 2007. From May 2005 through January 2006, Mr. Bakay was an equity analyst at Southwest Securities, Inc., a subsidiary of SWS Group, Inc. (NYSE: SWS), a financial services company, where he covered the specialty retail industry. Mr. Bakay currently serves on the board of directors of Kona Grill, Inc. (NASDAQ: KONA), an American grill and sushi bar. Mr. Bakay graduated from Boston College, Carroll School of Management with a Bachelor of Science in finance and from Boston College, Carroll School of Management with a Master of Science in Finance.
Baris Merzeci has been our Chief Executive Officer and a director since inception. Mr. Merzeci founded YB Gayrimenkul Danismanlik Hizmetleri Ltd., a real estate investment firm that focuses its investments mainly in Instanbul, Turkey, in September 2010 and has served as its Senior Officer since its formation. From September 2008 through September 2010, Mr. Merzeci was self-employed, conducting project-based initiatives and managing his personal financial portfolio through investments in financial, commodity and money market accounts. From October 2006 through September 2008, Mr. Merzeci was the Financial Controller and Integration Manager of the Planning and Finance department of Liberty Sigorta, a Turkish subsidiary of Liberty Mutual Holding Company Inc., a diversified global insurer (“Liberty Sigorta”). From September 2003 through October 2006, Mr. Merzeci served as a Senior Business Analyst in the Communication Services department of Liberty Mutual Group. Mr. Merzeci graduated from Bilkent University with a Bachelor of Arts degree in economics. He also graduated from Boston College, Carroll Graduate School of Management with a Master of Business Administration and a Master of Science in Finance.
Can Aydinoglu has been our Chief Financial Officer and a director since inception. Since August 2005, Mr. Aydinoglu has been a partner and vice-chairman of the board of directors of Yuvatas Insaat San. Tic. A.S., a real estate development firm. In addition, Mr. Aydinoglu has served as a member of the board of directors of Besyildiz Yuvatas Insaat San. Tic. Ltd. Sti., a real estate development firm, since March 2007. From 2002 through 2004, Mr. Aydinoglu attended graduate school. From 2000 to 2002, Mr. Aydinoglu worked for Fidelity Investments as a consultant to various divisions and subsidiaries of Fidelity Investments, including its Institutional Brokerage Group, Charitable Gift Fund and RM Access, a fully owned-risk management subsidiary of Fidelity Capital. Mr. Aydinoglu graduated from Bogazici University with a Bachelor of Arts degree in political science and international relations. He also graduated from Babson College, Olin Graduate School of Business with a Master’s Degree in Business Administration, from Boston College, Carroll Graduate School of Management with a Master of Science in Finance and from Massachusetts Institute of Technology, Center for Real Estate with a Master of Science in Real Estate Development.
SEC filings: http://www.sec.gov/cgi-bin/browse-edgar?company=lone+oak+acquisition&match=&CIK=&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany |
