Another blank check company, Highbury Financial, Inc., has filed an S-1. The deal is being underwritten by ThinkEquity Partners LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the financial services industry.
Highbury Financial Inc. – STILL IN REGISTRATION
Number of units being offered: 6,000,000
Proposed price per unit: $6.00
Terms of deal: One share of common stock and warrants to purchase two shares of common stock at $5.00 per share.
Underwriters: ThinkEquity Partners LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 7,500,000
Shares to be held by public shareholders: 6,000,000
Shares held by insiders: 1,500,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $36,000,000
Net proceeds to be held in escrow: $31,200,000
Escrowed proceeds per share applicable to future public shareholders: $5.20
Date of IPO: N/A
Date of original filing: August 5, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,500,000 shares purchased at $.0167 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years, the liquidation of the company or after the consummation of an acquisition.
Other insider requirements: The principals have agreed to purchase up to 1,000,000 warrants at a price not to exceed $.70 per warrant within 60 days from the date that the warrants begin trading independently of the units.
Description of business: We are a recently organized Delaware special purpose acquisition company formed to serve as a vehicle for the acquisition or the acquisition of control of one or more operating businesses. We intend to focus on businesses in the financial services industry that may provide significant opportunities for growth, with a particular focus on investment management and securities firms. Our efforts in identifying a prospective target business will not be limited to a particular geography.
Biographical information for significant officers: R. Bruce Cameron, CFA has been our chairman of the board since our inception. Mr. Cameron has been the president and chief executive officer of Berkshire Capital Securities LLC, a New York-based investment banking firm, since its formation in May 2004. Mr. Cameron co-founded Berkshire Capital Corporation, the predecessor firm to Berkshire Capital Securities LLC, in 1983 as the first independent investment bank covering the financial services industry, with a focus on investment management and capital markets firms. Mr. Cameron is responsible for the overall development and direction of the firm and is actively involved in working with the firm’s major clients. Mr. Cameron heads the firm’s management committee and is a frequent speaker at industry conferences and events. Mr. Cameron and his partners have advised on 193 mergers and acquisitions of financial services companies, including high net worth managers, institutional investment managers, mutual fund managers, real estate managers, brokerage firms, investment banks and capital markets firms with aggregate client assets under management of more than $342 billion and aggregate transaction value in excess of $8.7 billion. Prior to forming Berkshire Capital Corporation, Mr. Cameron was an associate director of Paine Webber Group Inc.’s Strategic Planning Group from 1981 through 1983. At Paine Webber, Mr. Cameron executed several internal acquisitions for the company. Mr. Cameron began his career at Prudential Insurance Company from 1978 through 1980, working first in the Comptroller’s Department and then in the Planning & Coordination Group. Mr. Cameron was graduated from Trinity College, where he received a B.A. in Economics, and from Harvard Business School, where he received an M.B.A. Mr. Cameron also attended the London School of Economics. Mr. Cameron is a CFA charterholder and is on the membership committee of the New York Society of Security Analysts. Mr. Cameron is a director of Capital Counsel LLC in New York City, a high net worth investment management firm he advised when it was established. Mr. Cameron is a Fellow of the Life Management Institute. He is also a past trustee of the Securities Industry Institute.
Richard S. Foote, CFA has been our president and chief executive officer and a member of our board of directors since our inception. Mr. Foote has been a managing director of Berkshire Capital Securities LLC since its formation in May 2004 and a managing director, principal and vice president of Berkshire Capital Corporation, the predecessor firm to Berkshire Capital Securities LLC, since 1994. Throughout his career, Mr. Foote has specialized in providing investment banking services to the financial services industry, including mergers and acquisitions, public offerings and private placements of debt and equity securities, and negotiation and implementation of private equity capital coinvestment commitments. At Berkshire Capital Securities LLC and its predecessor, Mr. Foote has advised owners of institutional equity and fixed income managers, high net worth managers, mutual fund managers and capital markets firms in mergers and acquisitions. Mr. Foote has developed the firm’s alternative investment management industry practice, with the dominant market share in mergers and acquisitions of real estate investment management and services firms and operating companies. Since 1994, Mr. Foote has advised on 24 completed mergers and acquisitions of financial services companies, including high net worth managers, institutional investment managers, mutual fund managers, real estate managers, brokerage firms, investment banks and capital markets firms with aggregate client assets under management of approximately $96 billion and aggregate transaction value of $1.9 billion. Mr. Foote is a director of Berkshire Capital and serves on its compensation committee, commitment committee and technology committee. From 1991 through 1994, Mr. Foote was a co-founder and partner of Knightsbridge Capital Partners, a partnership engaged in investment banking and merchant banking activities. From 1985 to 1991, Mr. Foote was a vice president, an associate, and an analyst in the investment banking division of PaineWebber Incorporated, primarily working on mergers, acquisitions and the issuance of equity and debt securities. Mr. Foote was graduated from Harvard College, cum laude, in 1985 with an A.B. in Economics. Mr. Foote is a CFA charterholder and a member of the CFA Institute, the New York Society of Security Analysts, the Pension Real Estate Association and the National Council of Real Estate Investment Fiduciaries.
SEC filings: sec.gov |
