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

To: Glenn Petersen who wrote (2283)	4/5/2010 4:59:39 PM
From: Glenn Petersen	1 Recommendation Respond to of 3862

Gazing Into the Crystal Ball for April Steven M. Davidoff New York Times April 5, 2010, 3:32 pm <snip> 5. The Death of SPACs. Special purpose acquisition companies, a boom time product of financial engineering, are an endangered species. According to SPAC Analytics, there are only seven left. Compare this to the boom year of 2007 when 66 SPACs went public raising $12 billion. One SPAC that I predict will be transformed or die by the end of April is the BPW Acquisition Corporation, a SPAC sponsored by Perella Weinberg Partners. Talbots has agreed to acquire the BPW SPAC in order to obtain its $350 million in cash for Talbot’s own financing purposes. The deal is being held up by Pentwater Capital Management, which holds 9 percent of BPW’s warrants. A condition of the deal is that Talbots must acquire 90 percent of BPW’s warrants in an exchange offer; this is the only condition left to be completed before the deal can be done. Talbots announced Monday that it was extending its offer to acquire BPW’s warrants until 6 p.m. Eastern time and that it might be extended further. It said about 88 percent of the warrants had already been tendered, so a deal may be close. The important date here is April 26, which is the date that BPW, according to the company’s proxy statement, will be liquidated if an acquisition is not completed. In addition, if there is a change in the warrant offer terms, the tender offer rules must be kept open an additional 10 business days. So any deal must occur to allow this time period to expire before April 26. This is a game of chicken that is common in SPACs. If the SPAC liquidates, then the warrant holders receive nothing and the SPAC holders receive nothing. Everyone therefore has an incentive to compromise. My prediction is that there will ultimately be a deal with Pentwater and that this transaction will close. <snip> dealbook.blogs.nytimes.com

To: Glenn Petersen who wrote (2283)	4/7/2010 4:42:14 PM
From: Glenn Petersen	Read Replies (2) \| Respond to of 3862

BPW Acquisition and Talbots finally got 90% of the BPW warrant holders to approve the transaction. The BPW common shares closed at $13.15.up $1.05 and the warrants closed at $4.25, up $2.47. The Talbots, Inc. Completes BPW Acquisition Press Release Source: The Talbots, Inc. On Wednesday April 7, 2010, 3:17 pm EDT HINGHAM, Mass. & NEW YORK--(BUSINESS WIRE)--The Talbots, Inc. (NYSE:TLB - News) and BPW Acquisition Corp. (“BPW”) (AMEX: BPW - News) today jointly announced the closing of Talbots acquisition of BPW. In addition to the closing of the BPW acquisition, Talbots also successfully completed its previously announced related transactions which include: (i) the repurchase of approximately 29.9 million shares held by Talbots former majority stockholder, Aeon (U.S.A.), Inc.; (ii) the repayment of all outstanding debt to Aeon totaling approximately $486.5 million plus accrued interest and other costs; and (iii) a new up to $200 million senior secured revolving credit facility arranged by GE Capital Markets and agented by GE Capital, Corporate Retail Finance. “We are delighted to welcome BPW shareholders and warrantholders, and appreciate their support throughout this process,” said Trudy F. Sullivan, Talbots President and Chief Executive Officer. “The completion of this merger and related transactions marks an important milestone for Talbots. With an improved financial foundation and capital structure in place, we believe we are well-positioned for future growth and value-creation for all our stakeholders.” Gary S. Barancik, Chief Executive Officer of BPW, said, “We are pleased by the outcome of this transaction, and we thank BPW shareholders and warrantholders for their endorsement of this opportunity to participate in a company positioned for long-term profitable growth.” The exchange ratio for the merger transaction is 0.9853 Talbots shares per each BPW share. As a result approximately 38,633,657 Talbots shares will be issued to BPW shareholders in the merger. As previously announced, Talbots also completed its offer to exchange BPW warrants for Talbots shares or warrants to acquire Talbots shares. Based on the preliminary results of the elections and subject to confirmation of the validity of elections made in the exchange offer and final proration calculations, the aggregate exchange offer consideration currently estimated to be paid to participating BPW warrantholders consists of 2,845,199 Talbots shares and 17,242,750 warrants to acquire Talbots shares. This is based on preliminary elections to receive warrants to acquire Talbots shares in respect of 30,562,093 public BPW warrants, and elections to receive Talbots shares in respect of 1,037,907 public BPW warrants. Based on the merger exchange ratio of 0.9853 Talbots shares per each BPW share, the newly issued warrants to acquire Talbots shares will have an exercise price of $14.85 per Talbots share. The final results of the elections and proration calculations are expected to be announced on or about Friday, April 9, 2010. As a result of these transactions, shares of BPW will cease trading on the American Stock Exchange effective prior to the open of trading on Thursday, April 8, 2010. Net proceeds to Talbots from the BPW merger of approximately $333.1 million, combined with a drawdown of $125 million under the GE senior secured revolving credit facility, were used to pay in full all outstanding indebtedness to Aeon. At the close of the transactions, Talbots total common shares outstanding are approximately 67.7 million, reflecting the shares of Talbots common stock issued to BPW shareholders and warrantholders and the repurchase of all Aeon’s approximately 29.9 million Talbots shares. Dewey & LeBoeuf LLP represented the independent Audit Committee of the Talbots Board of Directors. Day Pitney LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Talbots. Wachtell, Lipton, Rosen & Katz and Akin Gump Strauss Hauer & Feld LLP represented BPW. Barclays Capital and Perella Weinberg Partners LP were financial advisors to the independent Audit Committee of the Talbots Board of Directors. Computershare has been retained as the Company’s exchange agent. Please contact Computershare directly by calling 1-800-546-5141 or in writing c/o shareholder services, 250 Royall Street, Canton, MA 02021 with questions regarding the exchange of warrants and/or common shares. <snip> finance.yahoo.com