57th Street General Acquisition Corp. completed its initial public offering on May 25, 2010, selling 5,456,300 units at $10.00 per unit. The gross proceeds totaled $54,563,000, slightly above the $50 million that the company was looking to raise when it filed its initial registration statement on November 16, 2009. A total of $54,476,303, equal to $9.98 per common share, was placed into an escrow account. This balance included $600,193 in deferred underwriting fees and $100,000 in deferred legal fees, both of which were paid out when the company completes its acquisition of Crumbs Bake Shop, and $1,850,000 from the sale of warrants to certain of the insiders. In the event that the company had been liquidated, neither the underwriter nor the insiders would have received any of the funds placed into the escrow account.
According to the prospectus, none of the interest earned on the trust fund balance could be used to fund expenses related to investigating and selecting a target business and other working capital requirements.
Each unit consisted of one share of common stock and a warrant to purchase one additional share at $11.50 per share.
The company had fifteen months from the date of the prospectus to consummate an acquisition.
Percentage of non-insider shares that could block an acquisition: 88%
Warrant terms: Each Warrant entitled the holder to purchase one share of common stock at an exercise price of $11.50 commencing the later of the 30 days following the completion of an initial business transaction or May 19, 2011 (one year from the effective date of the offering), and expiring five years from the date of the company’s initial business transaction, or earlier upon redemption or liquidation.
According to its prospectus, 57th Street General Acquisition was not going to be focusing its acquisition efforts on any particular industry.
The securities were initially listed on NASDAQ under the symbols SQTC, SQTCW and SQTCU.
On May 5, 2011, the company closed on the acquisition of Crumbs Bake Shop.
The final prospectus:
http://www.sec.gov/Archives/edgar/data/1476719/000114420410029175/v185866_424b4.htm
Principals:
Michael J. Levitt has been Chairman since inception. In 2001, Mr. Levitt founded Stone Tower Capital LLC (“STC”), an alternative investment firm focused on credit and credit-related assets, and is responsible for the overall strategic direction of STC and the development of the firm’s investment philosophies. At September 30, 2009, Stone Tower managed, through its affiliates, approximately $40 billion in credit-related assets across various investment vehicles. Previously, Mr. Levitt was a partner in the New York office of Hicks, Muse, Tate & Furst Incorporated, where he was involved in many of the firm's investments and managed the firm’s relationships with banking firms. Prior thereto, Mr. Levitt served as the Co-Head of the Investment Banking Division of Smith Barney Inc. with responsibility for the advisory, private equity sponsor and leveraged finance activities of the firm. Mr. Levitt began his investment banking career at, and ultimately served as a Managing Director of, Morgan Stanley & Co., Inc. Mr. Levitt oversaw the firm’s corporate finance and advisory businesses related to private equity firms and non-investment grade companies. Mr. Levitt also serves as a member of the board of directors of Great American Group, Inc. Mr. Levitt has a Bachelors of Business Administration degree from the University of Michigan and a Juris Doctor Degree from the University of Michigan Law School. Mr. Levitt serves on the University of Michigan investment advisory board.
Mark D. Klein has been Chief Executive Officer, President and a Director since inception. Between March 2007 and July 2009, Mr. Klein was the Chief Executive Officer, President and a Director of Alternative Asset Management Corporation, a special purpose acquisition company he helped form in 2007 and which recently completed a merger with Great American Group LLC. Mr. Klein is also a registered representative at Ladenburg Thalmann & Co. Inc., a Managing Member of the LTAM Titan Fund, a fund of funds hedge fund and is one of the principals of Aldebaran Investment, LLC, a private fund investing in special purpose acquisition companies. From April 2007 until August 2008, Mr. Klein was the Chief Executive Officer of Hanover Group US LLC, an indirect US subsidiary of the Hanover Group. Prior to joining Hanover in 2007, Mr. Klein was Chairman of Ladenburg Thalmann & Co. Inc., a leading underwriter of blank check companies, which is engaged in retail and institutional securities brokerage, investment banking and asset management services. From March 2005 to September 2006, he was Chief Executive Officer and President of Ladenburg Thalmann Financial Services, Inc., the parent of Ladenburg Thalmann & Co. Inc., and Chief Executive Officer of Ladenburg Thalmann Asset Management Inc., a subsidiary of Ladenburg Financial Services, Inc. Prior to joining Ladenburg Thalmann, from June 2000 to March 2005, Mr. Klein served as the Chief Executive Officer and President of NBGI Asset Management, Inc. and NBGI Securities, which were the US subsidiaries of the National Bank of Greece, the largest financial institution in Greece. Prior to joining NBGI, Mr. Klein was President and Founder of Newbrook Capital Management, Founder and Managing Member of Independence Holdings Partners, LLC, a private equity fund of funds company, and Founder and General Partner of Intrinsic Edge Partners, a long/short equity hedge fund. Prior to the formation of Newbrook Capital Management and Independence Holdings Partners, LLC, Mr. Klein was a Senior Portfolio Manager for PaineWebber and Smith Barney Shearson. Mr. Klein also serves as a member of the board of directors of Great American Group, Inc. Mr. Klein is a graduate of J.L. Kellogg Graduate School of Management at Northwestern University, with a Masters of Management Degree and also received a Bachelors of Business Administration Degree with high distinction from Emory University.
Paul D. Lapping has been Chief Financial Officer, Treasurer, Secretary and Director since inception. Between March 2007 and July 2009, Mr. Lapping was the Chief Financial Officer, Treasurer and Secretary of AAMAC, a special purpose acquisition company which recently completed a merger with Great American Group LLC. From August 2003 to June 2006, Mr. Lapping served as the president of Lapping Investments, LLC, a personal investment fund targeting lower middle market leveraged buyouts. From April 2007 until August 2008, Mr. Lapping served as a Managing Director of Hanover Group US LLC. From April 2000 to November 2003, Mr. Lapping was a general partner of Minotaur Partners II, L.P., a private investment partnership Mr. Lapping formed to invest equity in small and middle-market marketing driven companies with an emphasis on emerging technologies. From December 1995 to January 2002, Mr. Lapping was a general partner of Merchant Partners, LP, a private investment partnership focused on direct marketing, business and consumer services companies. Prior to joining Merchant Partners, Mr. Lapping served in various corporate development roles with Montgomery Ward Holding Corp., a retail, catalog, direct marketing and home shopping company, and Farley Industries, Inc., a management company providing services to Farley Inc., a private investment fund holding company, and its related entities including Fruit of the Loom, Inc., Farley Metals, Inc., Acme Boot Company and West Point-Pepperell, Inc. Mr. Lapping also served in various positions with Golder, Thoma and Cressey, a private equity firm, and with the merger and acquisition group of Salomon Brothers Inc. Mr. Lapping received a Bachelor of Science from the University of Illinois and a Masters of Management Degree from the Kellogg School of Business at Northwestern University. |
