Friday, March 28, 2008

The FREE SPAC Database and Search is Now Up-to-Date as of March 28, 2008

Click here to search SPACs by name, ticker, exchange, IPO size, filing and pricing date, and more!

Update 3/29/08: We just added target industry search capability. Use the search tool to search by health care, technology, financial services and many other target sectors. We've also included the ability to display SPACs that have not included a target industry.

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Thursday, March 27, 2008

Marathon Acquisition Corp: Is No One Else as Pumped as We Are??

Mike, Mike, Mike...You kept us hanging all the way up until your 18 month deadline, then teased us at the 11th hour with a vague press release telling us all about how, damn it, you are gonna make this thing happen (even though you couldn't tell us anything about it)...

Now, you tell us that you're going to buy 17 ships, but not cool ships like cruise ships or cigarette boats, but lame, albeit cash cow, container ships for a billion bucks? Sigh.

Says Michael Gross, “Our stated investment goal when we founded Marathon was to extensively evaluate a full array of investment opportunities and identify the one that would provide investors with superior growth potential”

We'll see if the market agrees. You've got until August 30th to convince shareholders (yes the same ones who pushed trading to slightly below trust value after he announcement) to do the deal.

Here's the press release and roadshow presentation

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Goldman Sachs Files SPAC, Smugly Claims Moral High Ground

Gee thanks, Lloyd. We all knew the product needed to evolve, but we just couldn't bring ourselves to leap blindly into the unknown. Glad you had the co-jones.

Anyhow, Goldman has finally released the terms of their latest SPAC, filing a $350 million IPO for Liberty Lane Acquisition Corp, helmed by two veteran Private Equity guys, Paul M. Montrone and Paul M. Meister (A.K.A. "The Pauls"), who currently run Liberty Lane Partners LLC

Here's what you, dear SPAC aficionado, need to know:

  • First, and gaspingly foremost, Goldman is cutting its fee to 6%. i-bankers everywhere are wringing their hands in distress
  • Second, The Pauls are only investing about $3.5 million in the business (1%), but in return will only get a 7.5% promote, far less than the typical management team.
A harbinger of things to come? Further legitimization of the product? You decide.

Here's the SEC Filing

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Thursday, March 20, 2008

Phoenix India Acquisition Corp: Why this One Is Interesting

On March 7, Phoenix India Acquisition Corp announced that they are going to dissolve after being unable to complete their transaction in enough time.

Says the Chairman of Phoenix India, Raju "Mr. Morgan Stanley" Panjwani:

"...The provisions of ... our Certificate of Incorporation govern our conduct as a special purpose acquisition corporation and require us to, among other things, take action to dissolve and liquidate the Company in the event we have not completed an acquisition by April 5, 2008. We believe that it is in the best interests of the Company to continue the existence of the Company after the distribution of the funds in the IPO trust account to permit us to complete the acquisition of Citius Power Limited. We intend to obtain the funds for that acquisition through a private placement transaction..."

So they're going to use the SPAC as a ShellCo that essentially cost them nothing to put together and reverse merge their private target into it by doing a private placement. Why didn't they just do a reverse merger in the first place? We don't like it, and we don't approve. We can't even look it in the eye.

Here's the filing again

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Wednesday, March 19, 2008

Two More Bite the Dust: SPACInfo Editors Can't Get "Dream of SPAC Liquidation" (Sung to Tune of ChiliPeppers "Californication") Out of Heads

Grubb & Ellis Realty Advisors, Grubb & Ellis's real estate SPAC (obviously), and Phoenix India Acquisition Corp, an India focused SPAC (double obviously) recently filed for liquidation.

PI tried to buy a 65% stake in Indian wind power company Citius Power Limited for $45 million and GERA tried to buy a few office properties from itself (sigh... we're going to stay up late tonight trying to figure out why that one didn't get done)

Neither deal could garner enough votes to get 'er done so both SPACs decided to throw in the towel. Phoenix India, however, comes with a twist, but more on that later...

Phoenix India
Grubb and Ellis

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Tuesday, March 18, 2008

SPAC Rankings Arrive! First Edition: The Top 15 SPAC Law Firms of All Time...(Since 2004)

This ranking ranks the top 15 law firms by the number of times they represented either the founders or the investment bank on a SPAC that has either gone public or is still in registration since 2004. Yeah, there are others who have done fewer, but why would you want to pay someone $600 an hour to learn the product?

We might put together a ranking by year at some later date, but then again, we might not.

No surprises here, with Graubard Miller easily smacking down its competition with 62 deals, but they've been hammering away at this from day one. Now that i-banks are starting to fall left and right, it's no wonder that some of the white shoe firms (given a lack of other revenue opportunities) like Skadden, Davis Polk and others are starting to claw their way up the rankings. This ain't the best work, but it's a fee, and the lawyers don't have to defer their payday like the banks. They get paid up front, and in full.

Bottom line: We think that if you're a founder looking for a law firm in this environment, you'd be best off hiring a firm that knows what the heck they're doing, as opposed to some two-bit regional player or big boy looking for a fee who doesn't.

Here ya go, law kids: Start duking it out. How'd we gather this information? Edgar, people, Edgar.

Don't trust us? Click here to double check our rankings.

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Monday, March 17, 2008

National Security Solutions Files SPAC, Homeland Feels "Securer" Already, Breathes Sigh of Relief

Brace yourselves: National Security Solutions last Friday filed a $200 million SPAC. How's this for a veritable who's-who of patriot act enforcers:

"...Howard Safir, New York’s former police and fire commissioner, is chairman of the company’s board. Among National Security’s advisers are Richard C. Holbrooke, the former United States ambassador to the United Nations; Thomas J. Ridge, the former Pennsylvania governor and first secretary of the Department of Homeland Security; and Louis J. Freeh, a former director of the Federal Bureau of Investigation..."

Yikes. If these guys don't already have a way to get a privatized camera into your bedroom, I'm sure that with 200 bills, it's just a matter of time.

Click here for more from Dealbook


Click here for the S-1 filing

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Friday, March 14, 2008

Trendwatch: "Time, Time, Time ... It's (More Than Ever) on My Side"

Here's an interesting trend to watch: Every SPAC filed since Red Star Partners filed its $36 million China SPAC earlier this year has been filed with a possible 30-month+ deadline to find a business to buy. What's the deal with that? Why is that 2 years (yeesh) is no longer enough time to get these things done???

Well, some reasons are: hedge funds holding management over the barrel at the vote, acquisitions getting tougher to close, competition with non-vote predicated money, and founders finally realizing that they, well, sadly aren't the deal jockeys that they thought they were.

Here's an example for you to sink you teeth into: Trian Acquisition I Corp

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SPAC Conferences: It's all Happening, Man...

What could be a bigger hoot than hanging out with a bunch of lawyers, i-bankers, accountants and investor relations folks in a hotel ballroom? Why, hanging out with a bunch of lawyers, i-bankers, accountants and investor relations folks in a hotel ballroom while talking about SPACs!

Closely on the heels of their SPAC conference on the West Coast, an outfit named Vintage Filings is putting on a series of SPAC conferences in various cities. The next one is in Boston on March 18.

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Thursday, March 13, 2008

Finance-focused SPAC Alternative Asset Management Acquisition Corporation Announces Intent to Buy Halcyon Asset Management

Alternative Asset Management Acquisition Corporation (AAMAC) today announced its intent to purchase Halcyon Asset Management, a $12 billion hedge fund, in a $974 million acquisition.

This follows on the heels of last year's mega $3.4 billion purchase of GLG Partners by Freedom Acquisition Corp.

Since asset managers have had some trouble getting public recently, will we see more of these?

"To finance the acquisition, AAMAC will use the:

  • cash held in trust of approximately $390 million assuming no
    conversions and excluding deferred underwriting feess
  • issuance of a note in the amount of $115 million, subject to adjustment
    in certain circumstances;
  • In addition, the Halcyon equity holders will retain 46.9 million LLC
    interests in Halcyon that will be exchangeable on a one-for-one basis into
    Halcyon Management common stock, which was valued at $469 million.
  • ...Halcyon equity holders will be eligible to receive up to an
    additional 26.6 million exchangeable LLC interests, which will be issued in
    equal amounts upon achievement of each dollar of stock price from $15 to
    $20."

Click here for more.

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Trendwatch: Consumer SPAC Bubble?

Judging by the volume of consumer SPACs recently in registration and that have gone public over the past few months, you'd think someone knows something that we don't. (obviously...)

There have been 4 consumer SPACs that have gone public since November of last year and there are 12 consumer-focused SPACs in registration.

Implication? This means that in a year or so, there could be almost $4 billion worth of SPACs chasing consumer companies. This should make for some interesting competitive dynamics.

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Wednesday, March 12, 2008

Goldman Sachs to Float a SPAC, Wineberg and Whitehead add 15th Business Principle: "To Err is Human, to SPAC Devine"

The rumors out of 55 Broad kept coming, but Lloyd, I didn't think this would actually happen. A related question: Will Goldman Sachs somehow find a way to under-price a SPAC to produce a first day pop? Er...

Anyhow, after trashing SPACs as "harmful to investors" (true?), it seems as though they've miraculously decided that -- with a few tweaks -- no further harm will be done under their watchful eyes. Is that my breath that's bated?

Here's the snip from the WSJ:

"Goldman Sachs Group, Inc., the only major U.S. investment bank that has steered clear of underwriting so-called blank-check IPOs, is preparing to enter the business -- but with a twist on the typical structure of the deal, people familiar with the firm's plans say. Goldman for the past year has spurned such deals -- also known as special-purpose acquisition companies, or SPACs -- saying the deal structure wasn't beneficial for investors..."

Click here for more.

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Trendwatch: SPAC Founders To Own Smaller Percentages?

In a scary and disturbing turn of events for SPAC founders looking for an easy 10x return on their investment -- no matter how well/poorly they are able to get their acquisition to perform -- investors are asking that they accept a smaller piece of the pie: as little as 15%, down from the traditional 20%. Could it be? ...The humanity!

Some examples:

GHL Acquisition Corp -- 17.5% Founders' Ownership; IPO: Feb 14, 2008
BPW Acquisition Corp -- 15% Founders' Ownership; IPO: Feb 26, 2008

Considering that SPAC founder can still own 15% of a $100 million+ business for only $2-to-$3 million, this still seems like a criminally good deal for SPAC founders.

What are the implications here? Clearly, investors are looking to squeeze SPAC founders, but the reality is that the lower percentage of the business they own, the easier it's going to be to get a deal done when it comes down to the vote. Lower founder ownership = lower dilution to holders when it's all said and done. Ain't that a peach?

Now, rumors are circulating that venerable investment bank Goldman Sachs is preparing a SPAC where the founders will only own around 10%. Details are sketchy at this point, but we're sure we'll be hearing more from the 55 Broads soon.

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Tuesday, March 11, 2008

SPAC Mania (?) Hits New Jersey

A local paper in the Jerz has picked up the AP feed on the SPAC trend. And why not? Let's take a moment to salute some of their homegrown favorites...

GSC Acquisition Co -- A shoutout to Florham Park: Only a 20 minute drive from scenic Newark.
Capital TEN Acquisition Corp -- Takin' the "dinky" in Princeton

Click here for more.

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Monday, March 10, 2008

Free, Comprehensive Blank Check Company (SPAC) Search Now Available

FREE SPAC search is now available! We now have available the most complete, up-to-date database of SPACs that have gone public as well as SPACs that are waiting to go public and on-file with the SEC. Click on the the search box on the right hand side of your screen to begin. For now, you can search by Name, Ticker, Range of Proceeds Raised, and more. You'll see that the result screens are fairly comprehensive as well. This is good stuff, people. Enjoy!

No registration required, none of that pretender subscription fee business! FREE!

Click here to begin searching!

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Saturday, March 8, 2008

Coming Soon...

You didn't ask for it, but you're getting it anyways:
  • Search All SPACs
  • Banking League Tables
  • Accounting League Tables
  • Legal League Tables
  • SPAC trends
  • Charts and Diagrams

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Bear Stearns Bulls it Up...

Really, Schwartz??? Three SPACs filed this week, all within two days of one another? Guess you decided to step it up beyond being a piddly co-manager to the right of Lazard of all things (MVC Acquisition Corp). Welcome to the show, bruh.

Nice take. Fees from $800 million worth of SPACs ($28 million!!) should help cover some of that, what, missing 50% of market value lost since last June? Hopefully the loss of Louis P. Friedman, your beloved chairman of mergers and acquisitions won't put a dent in the ability of these guys to actually get a deal done.

The "Bear" cubs:
Market Street Acquisition Corp -- $350 million
Oasis Group -- $300 million
Sidhu Special Purpose Capital Corp -- $150 million

Update 3/17/08: It wasn't our fault, we swear.

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NYSE joins Nasdaq in Proposing Minimum Guidelines for SPAC Listings

Highlights of the guidelines include:
  • Minimum $250 million in total market capitalization and $200 million in public float at the time of initial listing
  • Minimum of 90% of the IPO proceeds be placed in trust
  • Business combination must be undertaken within three years
Click here for more

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Nasdaq Proposes Minimum Guidelines for SPAC Listings: Submits Guideline to SEC

Now that Nasdaq and NYSE have had their lunch eaten by AMEX for over a year (55 IPOs have priced on the AMEX since the beginning of 2007 -- think of the lost revenue!), they've decided to jump in the game. In contrast to NYSE's more stringent requirements detailed in a previous post, Nasdaq, its less credible, but more liquid little brother, has proposed the following:
  • Gross proceeds from the initial public offering must be deposited in an escrow account maintained by an "insured depository institution,"
  • Business combination within 36 months
  • Business combination using aggregate cash consideration equaling at least 80% of the value of the escrow account at the time of the initial combination
  • Minimum market value of listed securities of $75 million on the Nasdaq Global Market; Minimum market value of listed securities of $50 million on the Nasdaq Capital Market

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Oracle Healthcare Acquisition Corp and Precision Therapeutics Merger Falls Through

Who knows what the Oracle told investors just prior to the vote, but this dog clearly had some fleas on it: Share prices dropped way below cash value in the days leading up to the liquidation announcement. Now, both Precision and Oracle are liquidating, but at least the investors in Oracle will get their money back. Makes locking your cash into a VC/PE fund for 4-5 years, then risking loss when their investments liquidate look pretty silly. LPs: Why not put your cash in a SPAC for 2 years? At least you'll get better downside protection....

"...The Company and Precision Healthcare determined that, due to currently prevailing market conditions, terminating the Merger Agreement was in the best interests of both the Company and PTI, as well as their respective stockholders..."

Click here to read more

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Friday, March 7, 2008

Money Managers Target Blank-check Firms

"...Special purpose acquisition companies are providing a back-door way for money managers to go public. Already used by private equity firms to acquire and go public with individual companies, SPACs now are being formed as a way to purchase asset managers. Since November, two asset management firms have been acquired by SPACs and at least three different SPACs are now targeting investment shops..."

Click here to read more

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Market Street SPAC Files for $350 Million IPO

"...Another blank-check company is coming down the pike with an initial public offering. This time, it's Market Street Acquisition, which said in a filing Tuesday that it is seeking to raise $350 million through the sale of 35 million units ..."

Click for more

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The rise of SPACs leads to changes on Wall Street

Last year SPACs accounted for 26% of the total IPO market and currently comprise seven of the 11 IPOs in 2008. If this isn't the indication of a down market (18 month lows today!!) I don't know what is. Have the equity markets hit their floor???

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