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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?

To: Glenn Petersen who wrote (2099)	6/30/2009 9:40:21 PM
From: Glenn Petersen	Respond to of 3862

An analysis of the Liberty International-Pearl Group transaction: In Pearl Deal, a New Role for Spacs? June 29, 2009, 4:47 pm The craze for blank-check companies may have dissipated with the onset of the credit crunch and ensuing market volatility, but the veteran deal-makers running some of the biggest of these vehicles are still seeking to put their money to work. Case in point: the deal Monday for the Pearl Group, the big British life insurer, which sold itself to Liberty Acquisition Holdings (International), a so-called special-purpose acquisition company, or Spac, run by Nicolas Berggruen and Martin Franklin. For the uninitiated, Spacs are publicly listed shell companies, whose sole purpose is to use their shares to strike deals, usually within two years. Liberty International had until early next year to find an acquisition target, after which it would have dissolved. Through Liberty International’s deal for Pearl, the British insurer will receive a 510 million pound ($843 million) injection of capital, money the company was compelled to raise amid the wider turmoil in the insurance industry. About 17 of Pearl’s lenders also agreed to take write-downs on their holdings, reducing the company’s debt by about 560 million pounds ($926 million). When the acquisition closes, Liberty International’s shareholders will own about 60 percent of Pearl, which carry a gross embedded value of about 5.2 billion pounds ($8.6 billion). The insurer’s existing shareholders — including Sun Capital, a vehicle for British financier Hugh Osmond — will own about 29.5 percent. Other stakeholders will hold the remainder. Pearl’s existing management, led by chief executive Jonathan Moss and chief financial officer, Simon Smith, will remain in place, though Liberty may seek to add new faces to the insurer’s board. At some point, perhaps as soon as early this fall, Pearl will move its public listing from Euronext to the much more liquid London Stock exchange. “It’s a win-win situation for all parties involved,” Mr. Franklin, a veteran deal maker who also runs the consumer products conglomerate Jarden, told DealBook in an interview on Monday. According to Mr. Franklin, expect more Spac deals like the Pearl acquisition because financial firms are compelled to seek out more capital to bolster their balance sheets. In particular, companies close to tripping their debt covenants — be they in the financial, entertainment or consumer sectors — could benefit from the money that would come from a Spac deal, he said. “The time for Spacs has become much more interesting after Lehman’s bankruptcy,” Mr. Franllin said, referring to the market tremors that radiated from last fall’s collapse of Lehman Brothers. “We still have not gotten to a place of full equilibrium.” Two years ago, it wasn’t hard to find a business mogul who was setting up his own Spac. Among those who attached their names to blank-check vehicles were Ronald Perelman, Nelson Peltz and the investment bank Lazard. But the freeze in deal making and the volatility of the equity markets made Spacs much less popular, and only few blank-check deals have been made since last year. Victory Acquisition, a Spac run by Jonathan Ledecky, who previously acquired the retailer American Apparel, has announced it will liquidate after its proposed purchase of TouchTunes failed to win enough support from TouchTunes’ shareholders. Even Goldman Sachs was humbled by the difficult market for Spacs, withdrawing the initial public offering for its Liberty Lane Acquisition vehicle last year. Mr. Franklin and Mr. Berggruen, however, have had a fairly successful record of Spac deal making. A previous vehicle of theirs, Freedom Acquisition, struck one of the biggest blank-check deals in recent memory, merging with the British hedge fund GLG Partners to give it an New York Stock Exchange listing. For Mr. Franklin, the biggest problem with Spacs was what he said was a prevalence of smaller vehicles making mediocre deals. A decade ago, blank-check companies earned a black eye for acquiring companies that soon failed. The practice hasn’t gone completely away, Mr. Franklin said: “There were ones that were done that should have failed.” “I’m much more cynical of the small space in general,” he added. (His various Spacs have tended toward the larger side, with Liberty International having raised 600 million euros in February 2008.) Mr. Franklin and Mr. Berggruen still have one more Liberty Spac on the market, with a market value of almost $1.2 billion. Mr. Franklin said that with the Pearl deal, Liberty can now widen its scope beyond deals just in the United States. – Michael J. de la Merced Correction: A previous version of this post incorrectly indicated that Victory had acquired TouchTunes; that proposed deal was not completed because of insufficient shareholder support. dealbook.blogs.nytimes.com

To: Glenn Petersen who wrote (2099)	3/6/2010 4:19:39 PM
From: Glenn Petersen	Respond to of 3862

Liberty Acquisition (stock symbol: [t]LIA[/t]), which raised over $1 billion when it went public in December 2007, has announced that it is pursuing a transaction with Prisa Digital, described as "the leading Spanish and Portuguese-language media group whose interests include news, entertainment, education and digital enterprises in Spain, Portugal, Brazil and Hispanic Latin America." Grupo Prisa and Liberty Acquisition Holdings Announce Deal to Drive Prisa Digital, Latin America Growth Press Release Source: Liberty Acquisition Holdings Corp. On Friday March 5, 2010, 3:44 pm EST MADRID, Spain & NEW YORK--(BUSINESS WIRE)--Grupo Prisa (MCE: PRS.MC) and Liberty Acquisition Holdings Corp. (NYSE AMEX: LIA, LIA.U, LIA.WS) today announced a combination of the two companies and a rights issue reserved for current Prisa shareholders by Grupo Prisa, resulting in a cash infusion of up to $900 million in Prisa. Grupo Prisa is the leading Spanish and Portuguese-language media group whose interests include news, entertainment, education and digital enterprises in Spain, Portugal, Brazil and Hispanic Latin America. “Liberty’s investment in Prisa demonstrates their strong belief in the underlying value of Grupo Prisa’s market-leading positions in educational publishing, press, audiovisual and digital, and in our strategy for growth,” said Grupo Prisa Chairman of the Board Ignacio Polanco. “The combination with Liberty will allow Prisa to optimize the deleveraging of its balance sheet, and will facilitate the completion of previously announced asset sales,” said Grupo Prisa Chief Executive Officer Juan Luis Cebrián. “As a result of the transaction and of the €150 million rights issue offered to our current shareholders, Prisa believes it will emerge in a stronger position to pursue growth opportunities in its core businesses in Spanish and Portuguese-speaking markets around the world.” “Prisa is a global media company with market-leading businesses and a robust portfolio of brands that are widely recognized by Spanish and Portuguese speakers all around the world,” said Liberty Chief Executive Officer Nicolas Berggruen. “We believe that this combination will help Prisa to complete its financial restructuring plan and positions it for growth over the next few years.” “Prisa has a strong management team in place that has skillfully diversified its media and content offerings across press, television, radio and education, and is developing digital platforms that will solidify the company’s leadership position in its core markets,” added Liberty Chairman of the Board Martin E. Franklin. “We are confident in Prisa’s potential to increase its digital market penetration, to leverage its print and broadcast content and to accelerate its revenue growth in Latin America.” Despite the pressures imposed by high leverage and the challenging economic environment, Prisa’s management has generated over €1 billion of operating cash flow over the past two years. This capital infusion is expected to allow future free cash flows to be redirected into numerous growth opportunities across the group, particularly in digital platforms and in Latin America. “We believe that Digital+, the group’s largest asset and the leading provider of pay-TV services in Spain, will become an engine for future growth by capitalizing on the recently announced partnerships and embracing exciting new technological advancements,” added Franklin. The combination of the two companies and the concurrent €150 million Prisa rights issue reserved for Prisa shareholders will provide Prisa access to Liberty’s cash (up to $900 million, subject to redemptions by Liberty public shareholders) in exchange for newly issued Prisa shares and newly issued class A ordinary shares and convertible non-voting shares in Prisa, which will be issued directly to Liberty’s shareholders in exchange for their Liberty shares. The combination of class A ordinary shares and convertible non-voting shares in Prisa is intended to provide a value of US$11 per share to Liberty’s public shareholders. The convertible non-voting shares in Prisa carry a 7% annual coupon and will be convertible into the class A ordinary shares at a conversion price of €4.50. In addition, Liberty’s outstanding warrants will be amended to provide for an exchange of each warrant for a combination of cash, Prisa Class A ordinary shares and Prisa convertible non-voting shares, intended to provide aggregate value of $2.15 per warrant. Upon completion of these transactions, it is expected that Liberty’s shareholders and warrantholders will comprise over 50% of Prisa’s shareholder base on a fully diluted basis. The deal will require shareholder approvals at each company, Spanish regulatory approval, as well as completion of the restructuring of Prisa’s debt facilities and the satisfaction of other customary closing conditions. The warrant exchange will also require the approval of the holders of a majority of Liberty’s outstanding warrants. These transactions will increase Prisa’s stock market liquidity with approximately 70 percent of the company’s equities expected to be publicly traded through the Madrid Stock Exchange and ADSs in the US. Both parties expect to complete the transaction by mid-year. Violy & Co. are serving as the financial advisors for Grupo Prisa, and Tegris Advisors, LLC, are serving as the financial advisors for Liberty. Citi and Barclays Capital are acting as capital markets advisors for Liberty. Wachtell, Lipton, Rosen & Katz is US legal counsel for Prisa and Greenberg Traurig LLP is US legal counsel for Liberty. Cortés Abogados is serving as Spanish legal counsel for Prisa and Garrigues is Spanish legal counsel for Liberty. About Grupo Prisa: Prisa is the world’s leading Spanish and Portuguese-language business group in the fields of education, information and entertainment. Present in 22 countries, it reaches more than 50 million users through its global brands El País, 40 Principales, Santillana and Alfaguara. Its presence in Brazil and Portugal and among the growing Hispanic community in the US has given the group an Ibero-American dimension and has opened up a potential global market of 700 million people. <snip> finance.yahoo.com