SPAC MBF Healthcare Acquisition Corp Restructures Transaction With Critical Homecare Solutions

MBF Healthcare Acquisition Corp (MBH) restructures transaction with Critical Homecare Solutions (CHS), lowering the acquisition enterprise value.

The restructured enterprise value is now estimated at $479 million, revised from the original estimated enterprise value of $534 million. CHS provided 2008 EBITDA guidance of $43 million to $45 million and 2009 EBITDA guidance of $53 million to $55 million.

MBH, CHS and the Sellers have agreed to set the termination date of the Stock Purchase Agreement as August 29, 2008, subject to the parties’ ability to secure a new committed credit facility on or before August 29, 2008, and MBH’s ability to acquire at least 16,171,875 warrants from certain MBH warrant holders in privately negotiated transactions and subsequently retire such warrants. If both of these conditions are met, the termination date will be extended to September 30, 2008.

Click here for the press release

SPAC Vector Intersect Security Acquisition Corp Signs Commitment Letter For New $30 Million Senior Secured Credit Facility

SPAC Vector Intersect Security Acquisition Corp, in connection with its acquisition of Cyalume Light Technologies Inc., signs commitment letter for new $30 million senior secured credit facility with TD Banknorth subject to definitive documentation.

The new credit facility will consist of a revolving credit facility of $5 million which matures three years from the closing date, a senior secured term loan facility of $20 million, and a $5 million commercial real estate mortgage loan both of which mature five years from the closing date.

Cyalume Technologies is the world leader in the chemiluminescent industry providing dependable light for uses by militaries, policemen, firemen and throughout the safety industry. Their chemical lights are depended on in emergencies such as blackouts, industrial accidents, acts of terrorism and natural disasters. The company employs more than 200 people at its world headquarters in West Springfield, Massachusetts.

Read the press release here

SPAC China Healthcare Acquisition Corp Announces Definitive Agreement to Acquire Water Treatment Firm Europe Asia Huadu Environment Holding

On August 6, 2008, China Healthcare Acquisition Corp (CHM) announced a definitive agreement to acquire Europe Asia Huadu Environment Holding Pte, Ltd (EAHE).

Under the terms of the acquisition agreement, CHM will acquire 100% of the stock of EAHE for a total payment of 10,500,000 restricted shares of common stock of CHM. Based on the closing price of $5.75 per share on the American Stock Exchange on August 5, 2008, the value of the acquisition is $60,375,000.

In connection with the transaction, Mr. Wu Wing Shu of Sky Rainbow Investment Ltd. has agreed to purchase up to $8 million of CHM common stock in the open market at market prices.

Huadu Environment Holding manufactures water treatment equipment and provides construction and engineering services for water treatment projects in China. The transaction will provide the company with access to additional capital for expansion of its water treatment business. The company is a privately held Singapore company.

Click here for the press release

Union Street Acquisition Corp Sets Shareholder Vote Date, Files Definitive Proxy

Yesterday, Union Street Acquisition Corp. set September 22, 2008 as shareholder vote date for its $110 million acquisition of all of the issued and outstanding shares of capital stock of Archway Marketing Services, Inc. and 100% of the membership interests of Razor Business Strategy Consultants LLC.

This acquisition marks the rare instance where a SPAC will attempt the nearly impossible feat to close two separately negotiated acquisitions from separate sellers on the same day in order to meet the 80% acquisition requirement

Click here for the proxy

Chardan 2008 China Acquisition Corp. Prices $55 Million IPO on Nasdaq (The First Ever) to Target Chinese Company Acquisitions

On August 12, 2008, Chardan Capital Markets has priced its fourth SPAC on the Nasdaq, selling 6,875,000 units at $8.00 each which will trade under the ticker symbol CACAU. This is the first SPAC in history to be filed on, then priced initially on the Nasdaq.

As mentioned previously, Kerry Propper, the owner and chief executive officer of Chardan Capital Markets LLC (formerly known as Gramercy Group), a New York based broker-dealer, has helmed three other SPACS thus far, raising nearly $100 million since his first $25 million SPAC in 2004, Chardan China Acquisition Corp.

This was followed by two SPACs with acquisition territories divided by the Yangtze River priced on the same day in May 2005, Chardan South China Acquisition Corp and Chardan North China Acquisition Corp.

The company will have to effect a business combination within 18 months after the IPO (or within 30 months from the consummation of the IPO if a letter of intent, agreement in principle or definitive agreement has been executed).

Click here for the final prospectus

Ladenburg Thalmann Reports Oustanding Deferred SPAC Fee Revenue of $41.2 Million, Pending SPAC Acquisition Closings

On August 11, 2008, Ladenburg Thalmann Financial Services Inc. (AMEX: LTS) reported that as of June 30, 2008, the Company had potential deferred fees for SPAC transactions of approximately $41.36 million which, net of expenses, amounted to approximately $24.46 million.

The issue of deferred fees at risk is a fairly large one for Wall Street:

There are currently 22 SPACs approaching closing of their transactions with deferred fees of $91.9 million at risk and 60 SPACs still looking for an acquisition with a whopping $415.1 million worth of deferred fees at risk.

That's an overall average deferred fee of over $6 million per SPAC, shared among, on average, two or three underwriters. Not bad business, if you can get it.

Click here for more statistics, or to search for the SPACs that Ladenburg Thalmann still needs to get across the finish line.

Marathon Acquisition Corp. Shareholders Approve Merger with Global Ship Lease

Marathon Acquisition Corp, a SPAC that has shown up frequently in our blog, has finally closed on its acquisition of Global Ship Lease, according to an 8-K filed today. In August 2006, Marathon through its initial public offering raised approximately $308.8 million. The merger transaction values Global Ship Lease and its seventeen vessel fleet at approximately $1.0 billion. Following stockholder and warrant holder approval of the merger, Marathon’s stockholders will own approximately 66% of Global Ship Lease and CMA CGM will own approximately 34%.

Global Ship Lease is a container ship charter owner and a subsidiary of CMA CGM. of France, the world’s third largest container shipping company.

Global Ship Lease currently owns 12 vessels and has contracts in place to purchase an additional five vessels for $437 million from CMA CGM.

Click here for the press release.

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Our free search SPAC search service is being discontinued, but we are now offering unlimited access to the newer, faster and vastly improved SPAC database for only US$99.00 per month!

You will continue to get the same hard-to-find detailed SPAC information distilled from SEC Filings and press releases, but we've added over 30 new fields with detailed information about acquisitions, sponsor biographies, timing, underwriter compensation, counsel, and much, much more! Also, the search tool is now much more robust!

Click the following link today to subscribe to this valuable service:

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Sports Properties Acquisition Corp Rumored in Bid to Buy the Chicago Cubs

According to an article yesterday in the Washington Post, Fred Malek, the Washington-based private-equity, formerly of Northwest Airlines and Marriott Hotels, has joined up with Sports Properties Acquisition Corp, a $200 million SPAC priced in January of this year, to make a bid for the Chicago Cubs.

The targeted properties, including the baseball team, Wrigley Field and a a portion of a regional sports network, are expected to sell for over $1 billion.

Malek, 71, has joined up with some heavy hitters to try and win the bid, including Stanley Kreitman, Hank Aaron, Mario Cuomo, Andrew Murstein, Richard Mack, and Jack Kemp, all board members of the SPAC.

Click here for the WaPo article

Greenwich PMV Acquisition Corp Files $200 Million AMEX IPO: Gabelli Strikes Twice on The Same Day

On August 5, 2008, the same day that he filed his $200 million SPAC Gabelli Entertainment & Telecommunications Acquisition Corp with the SEC, Mario Gabelli also filed Greenwich PMV Acquisition Corp. The two SPACs are exactly the same, save for two differences:

1) The sponsor teams are slightly different, and;
2) Greenwich PMV will explicitly NOT target the media, entertainment, telecommunications and financial services industries, while Gabelli Entertainment will target those industries.

This is reminiscent of the Chardan North and South SPACs, which were both filed and priced on the same day.

Each of Gabelli's SPACs will raise up to $200 million by offering 20 million units, consisting of one share of common stock and one warrant, to the public at a price of $10.00 per unit.

Click here for the filing

Tailwind Financial and Asset Alliance Corporation Announce Termination of Merger Agreement, Financial Services-Focused SPACs Face Trouble

On August 6, 2008, Tailwind Financial Inc, a $100 million SPAC priced in April 2007, provided notice to Asset Alliance Corporation of its decision to terminate their merger agreement first announced on January 8, 2008. Tailwind now has until the second week in April 2009 to announce and close on a transaction.

According to Tailwind:

"The decision to terminate was based on Tailwind’s belief that it would not be able to obtain the requisite stockholder approval for the transactions contemplated by the Agreement due to market conditions in the financial services sector."

Other financial services-focused SPACs still looking to announce their transactions, including Alternative Asset Management Acquisition Corp, BPW Acquisition Corp, Inter-Atlantic Financial, Inc, Prospect Acquisition Corp, and Triplecrown Acquisition Corp, should take a close look at the significant challenges to moving any future acquisitions over the goal line.

Bottom line for SPAC acquirors: Target quality firms, use significant leverage, and announce early. These factors should help mitigate investor challenges to approval.

Click here for the press release

$92 Million SPAC Trans-India Acquisition Corporation Signs Letter of Intent with Unnamed Target

Trans-India Acquisition Corporation (AMEX: TIL) announced that it has entered into an exclusive non-binding letter of intent relating to a business combination. The target is a company with business operations primarily in India. The Company will make an additional announcement once it has entered into a definitive agreement to complete a business combination.

Pursuant to the Company’s Amended and Restated Certificate of Incorporation, the execution of the letter of intent affords the Company a six-month extension for completion of a business combination, until February 14, 2009.

Read the press release here

SPACs With Less Than 100 Days to Announce or Close an Acquisition: It's a Fire Sale

As of today, the following SPACs have fewer than 100 days to announce or close their acquisitions. M&A bankers: time to buckle down on those remaining to close. For those SPACs still in the market, might it be worthwhile to lob a call into management to pitch that sell-side you've been working for a while?

For those SPACs that have yet to announce a target for acquisition, the mere act of signing an vague letter of intent that doesn't even disclose the name of the target should be enough to buy another six months

SPACs With Less Than 100 Days Remaining to Announce an Acquisition:

• Churchill Ventures Ltd -- 21 Days remaining
• Oceanaut, Inc. -- 22 Days remaining
• Alpha Security Group Corp -- 43 Days remaining
• Santa Monica Media Corp -- 48 Days remaining
• Pinpoint Advance Corp -- 71 Days remaining

SPACs with Less Than 100 Days to Close an Acquisition:

• Marathon Acquisition Corp has only 15 Days remaining to complete its acquisition of Global Ship Lease
• Energy Services Acquisition Corp has only 21 Days remaining to complete its acquisition of C.J. Hughes Construction and S.T. Pipeline
• Granahan McCourt Acquisition Corp has only 70 Days remaining to complete its acquisition of Pro Brand International, Inc

Source? The SPACInfo.com Database, of course...

Marathon Acquisition Corp. Receives Consent From Warrant Holders to Amend Warrant Agreement, Clears Path to Shareholder Vote

Marathon Acquisition Corp. (Amex: MAQ.U and MAQ, and OTCBB: MAQ.WS) today announced that it has received the requisite consent to amend the Warrant Agreement governing its outstanding warrants to allow for the consummation of its merger with Global Ship Lease, clearing the way for the shareholder vote on August 12, 2008.

The amendment to the warrant agreement (1) amends the definition of “business combination” to include (A) the merger of Marathon with and into another entity and (B) a merger of Marathon into or with a non-U.S. entity and the subsequent business combination with another entity and (2) makes a conforming change to the merger provision to include a merger of Marathon into or with a non-U.S. entity.

Global Ship Lease currently owns 12 vessels and has contracts in place to purchase an additional five vessels for $437 million from CMA CGM four of which are expected to be delivered in December 2008 and one in July 2009. The merger transaction values Global Ship Lease and its seventeen vessel fleet at approximately $1.0 billion. Following stockholder and warrantholder approval of the merger, Marathon’s stockholders will own approximately 66% of Global Ship Lease and CMA CGM will own approximately 34%.

Click here for the press release

Has the SPAC Become a More Viable Exit For Private Equity Portolio Companies?

In an article today, Rick Miller, Terry Childers, Michael K Rafter, Hannah Crockett and Eliot Robinson from Powell Goldstein, LLP argue that:

"Against the backdrop of today's tightening initial public offering and credit markets, private equity firms are finding it increasingly difficult to exit their investments using traditional vehicles. The special purpose acquisition company, or SPAC, presents an intriguing exit opportunity for private equity firms looking to capitalize on the ready capital and flexibility offered by SPACs."

They cite "Flexible Acquisition Terms and Increased Earning Potential, Greater Certainty on Financing, and Pricing and Time Constraints" as good reasons for private equity firms to sell to a SPAC.

Click here for the article

Serial SPAC-trepreneurs at Chardan Capital Markets File Their Fourth on Nasdaq: Chardan 2008 China Acquisition Corp

Li Zhang and the Propper family continue their SPAC dynasty with their fourth SPAC, Chardan 2008 China Acquisition Corp, a $55 million IPO filed July 30, 2008. This SPAC is notable because it is one of the first to be filed on Nasdaq.

Kerry Propper, the owner and chief executive officer of Chardan Capital Markets LLC (formerly known as Gramercy Group), a New York based broker-dealer, has helmed three other SPACS thus far, raising nearly $100 million since his first $25 million SPAC in 2004, Chardan China Acquisition Corp. This was followed by two SPACs with acquisition territories divided by the Yangtze River priced on the same day in May 2005, Chardan South China Acquisition Corp and Chardan North China Acquisition Corp.

In November 2005, Chardan China Acquisition Corp. completed its business combination with State Harvest Holdings Ltd. and changed its name to Origin Agritech Limited (Nasdaq: SEED).

Chardan North China Acquisition Corporation announced in late 2007 that its shareholders approved the acquisition of a controlling interest in Beijing HollySys Company and Hangzhou HollySys Automation Company. Chardan South China Acquisition Corp filed to liquidate following an unsuccessful bid to complete its acquisition of Liaoning GaoKe Energy Group.

Click here for the Chardan 2008 China Acquisition Corp filing

Global BPO Services Completes its $200 Million Acquisition of Stream Holdings Corporation, Renames Self "Stream Global Services, Inc"

Global BPO Services Corp. (AMEX:OOO) announced on July 29th, 2008 that its stockholders approved GBPO’s proposed $200 million acquisition of Stream Holdings Corporation, a provider of global customer relationship management and other business process outsourcing services to Fortune 100 companies, at an annual stockholders meeting held in New York City.

The transaction subsequently closed on July 31, 2008.

In a twist, the SPAC will privately issue 150,000 shares of Series A Convertible Preferred Stock to Ares Corporate Opportunity Fund for $150 million, immediately following the closing of the merger. GBPO expects to use the proceeds from the private placement to commence a tender offer for the purchase of its common stock following the closing of the merger at a price of $8.00 per share. Following the vote, the tender offer was increased to 20,757,046 shares at $8.00 per share.

Click here for the approval announcement
Click here for the amended agreement with Ares
Ares Corporate Opportunity Fund

Gabelli Entertainment & Telecommunications Acquisition Corp Files for $200 Million AMEX IPO

Our billionaire friends at GAMCO Investors, Inc. (NYSE: GBL; a provider of investment advisory services to mutual funds, institutional and private wealth management investors, and investment partnerships), filed for a $200 million AMEX IPO last night.

Mario J. Gabelli (pictured at left), the billionaire CEO of GAMCO and ranked 698 among The World's Richest People In 2006, and a crew of GAMCO factoti have teamed up with Frederic V. Salerno, who was vice chairman and chief financial officer of Verizon until 2002, to target operating businesses or assets in the media, entertainment, telecommunications or financial services industries.

The team will own 20% of the post-IPO entity.

The market has responded well to this development, as GBL is up over 5% on news of the filing today.

Click here for the filing
Click here for Gabelli's Bio

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SPACs May Now List on the NASDAQ; AMEX and NYSE Forced to Eat Their Own Damn Lunch

Yes, we know that this information is a little stale (the release came out on July 25th, 2008), but it's big news nevertheless. In the face of opposition from the North American Securities Administrators Association (historically, the structure of blank check companies makes the offerings risky for investors and SPAC securities have been highly promoted at the IPO stage and in aftermarket trading), the SEC said that it would impose additional criteria intended to protect investors and that it would review each SPAC that applies to list and evaluate the reputation of the SPAC’s sponsors and underwriters.

Final criteria are as follows for Nasdaq listing, all other criteria are similar to previous listings:

• 90% of the gross proceeds from the IPO must be deposited in trust
• One or more business combinations within 36 months
• Business combinations must be at least 80% of the trust

Click here for the release