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Registration
No. 333-________
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Delaware
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6770
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22-1344998
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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GHL
Acquisition Corp.
300
Park Avenue, 23rd
Floor
New
York, NY 10022
(212)
389-1500
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(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
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Scott
L. Bok
Chairman
and Chief Executive Officer
GHL
Acquisition Corp.
300
Park Avenue, 23rd
Floor
New
York, NY 10022
(212)
389-1500
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(Name,
address, including zip code, and telephone number, including
area code, of
agent for service)
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Copies
to:
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Deanna
L. Kirkpatrick
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, NY 10017
(212)
450-4000
Fax:
(212) 450-3800
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Alan
I. Annex
Greenberg
Traurig, LLP
200
Park Avenue
New
York, NY 10166
(212)
801-9200
Fax:
(212) 801-6400
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Title
of Each Class of
Security
Being Registered
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Amount
Being
Registered |
Proposed
Maximum
Offering Price per Security (1) |
Proposed
Maximum
Aggregate Offering Price (1) |
Amount
of
Registration Fee |
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Units,
each consisting of one share of Common Stock, $0.001 par value,
and one
Warrant (2)
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46,000,000
Units
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$ |
10.00
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$ |
460,000,000
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$ |
14,122
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Common
Stock included in the Units (2)
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46,000,000
Shares
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—
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—
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— | (3) | |||||||||
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Warrants
included in Units (2)
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46,000,000
Warrants
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—
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—
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— | (3) | |||||||||
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Total
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$ |
460,000,000
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$ |
14,122
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(1)
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Estimated
solely for the purpose of calculating the registration
fee.
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(2)
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Includes
6,000,000 Units, consisting of 6,000,000 shares of Common Stock
and
6,000,000 Warrants, which may be issued upon exercise of a 30-day
option
granted to Banc of America Securities LLC to cover over-allotments,
if
any.
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(3)
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No
fee pursuant to Rule 457(g).
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Per
Unit
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Total
Proceeds
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|||||||
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Public
offering price
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$ |
10.00
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$ |
400,000,000
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Underwriting
discounts and commissions (1)(2)
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$ |
.70
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$ |
26,600,000
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Proceeds,
before expenses, to us(2)
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$ |
9.30
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$ |
373,400,000
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(1)
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Includes
$0.35 per unit, or approximately $13.3 million in the aggregate
(approximately $15.4 million if Banc of America Securities
LLC’s
over-allotment option is exercised in full), payable to Banc
of America
Securities LLC for deferred underwriting discounts and commissions
from
the funds to be placed in a trust account
at ,
to be maintained by American Stock Transfer & Trust Company, acting as
trustee. Such funds will be released to Banc of America Securities
LLC
only upon completion of an initial business combination as
described in
this prospectus.
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(2)
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Assumes
that 2,000,000 units are sold to managing directors and senior
advisors of
our founding stockholder pursuant to the directed unit program
described
in this prospectus. No underwriting discounts or commissions
will be paid with respect to such
units.
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| Page | |
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Summary
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1
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Risk
Factors
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23
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Cautionary
Note Regarding Forward-Looking Statements
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41
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Use
of Proceeds
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42
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Dividend
Policy
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46
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Dilution
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47
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Capitalization
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49
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Management’s
Discussion and Analysis of Financial Condition and Results
of
Operations
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50
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Proposed
Business
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54
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Comparison
of this Offering to those of Blank Check Companies Subject
to Rule
419
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69
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Management
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74
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Principal
Stockholders
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82
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Certain
Relationships and Related Transactions
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84
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Description
of Securities
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87
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United
States Federal Income and Estate Tax Considerations
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96
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Underwriting
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101
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Legal
Matters
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107
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Experts
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108
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Where
You Can Find Additional Information
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109
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Index
to Financial Statements
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F-1
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Report
Of Independent Registered Public Accounting Firm
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F-2
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Balance
Sheet
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F-3
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Statement
of Operations
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F-4
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Statement
of Stockholder’s Equity
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F-5
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Statement
of Cash Flows
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F-6
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Notes
to Financial Statements
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F-7
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·
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Established,
Proven Track Records. We will generally pursue companies
with a history of strong operating and financial results. However, we
may acquire a company undergoing a turnaround that demonstrates
strong
prospects for future growth.
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·
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Strong
Free Cash Flow Characteristics. We will pursue companies
that have a history of, or potential for, strong, stable free cash
flow
generation. We will focus on companies that have or are expected
to build
predictable, recurring revenue streams and have low working capital
and
capital expenditure requirements.
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·
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Strong
Competitive Industry Position. We will pursue businesses
that operate within industries that have strong fundamentals. The
factors
we will consider include growth prospects, competitive dynamics,
level of
consolidation, need for capital investment and barriers to entry.
Within
these industries, we will focus on companies that have a leading
or niche
market position. We will analyze the strengths and weaknesses of
target
businesses relative to their competitors, focusing on product quality,
customer loyalty, cost impediments associated with customers switching
to
competitors, patent or other types of unique asset protection and
brand
positioning. We will pursue businesses that demonstrate advantages
when
compared to their competitors, which may help to protect their
market
position and develop or sustain profitability and deliver strong
free cash
flow.
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·
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Strong
and Experienced Management Team. We will pursue businesses
that either have strong, experienced management teams or those
that
provide a platform for us to assemble an effective and experienced
management team. We believe the significant contacts of our management
team and Greenhill
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may
also help us to find executives and managers who can strengthen
the
businesses we may acquire. We will focus on management teams
with a proven
track record of delivering revenue growth, enhancing profitability
and
generating strong free cash
flow.
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·
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Diversified
Customer and Supplier Base. We will pursue businesses that
have a diversified customer and supplier base. Companies with a
diversified customer and supplier base are generally better able
to endure
economic downturns, industry consolidation, changing business preferences
and other factors that may negatively impact their customers, suppliers
and competitors.
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Securities
offered:
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40,000,000
units, at $10.00 per unit, each unit consisting of:
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· one
share of common stock; and
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· one
warrant.
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Trading
commencement and separation of common stock and
warrants:
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The
units will begin trading on or promptly after the date of this
prospectus.
The common stock and warrants comprising the units will begin separate
trading on the 35th day following the date of this prospectus unless
Banc
of America Securities LLC informs us of its decision to allow earlier
separate trading, subject to our having filed the current report
on Form
8-K described below and having issued a press release announcing
when such
separate trading will begin.
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Separate
trading of the common stock and warrants is prohibited
until:
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In
no event will the common stock and warrants be traded separately
until we
have filed a current report on Form 8-K with the Securities and
Exchange
Commission, or SEC, containing an audited balance sheet reflecting
our
receipt of the gross proceeds of this offering and issued a press
release
announcing when such separate trading will begin. We will file
the Form
8-K promptly after the consummation of this offering, which is
anticipated
to take place four business days from the date of this prospectus.
The
Form 8-K will include financial information about any proceeds
we receive
from the exercise of the over-allotment option if the underwriter
exercises the over-allotment option prior to the filing of the
Form 8-K.
If the over-allotment option is exercised following the initial
filing of
such Form 8-K, we will file a second or amended Form 8-K to provide
updated financial information to reflect the exercise of the
over-allotment option.
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Units:
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Number
outstanding before this offering:
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11,500,0001
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Number
to be outstanding after this offering:
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50,000,0002
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Common
stock:
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Number
outstanding before this offering:
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11,500,000
shares3
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Number
to be outstanding after this offering:
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50,000,000
shares4
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Of
the 50,000,000 shares to be outstanding after this offering, 10,000,000
shares (20%) are contained in the units held by our initial stockholder,
and 40,000,000 shares (80%) are contained in the units being offered
by
this prospectus.
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Warrants:
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Number
outstanding before this offering:
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11,500,000
warrants1
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Number
to be sold privately simultaneously with the closing of this
offering:
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8,000,000
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Number
to be outstanding after this offering:
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58,000,000
warrants2
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Of
the 58,000,000 warrants to be outstanding after this offering,
10,000,000 warrants are contained in the units held by
our founding stockholder, 8,000,000 warrants are to be purchased by
our founding stockholder in a private placement that will occur
simultaneously with the closing of this offering and 40,000,000
warrants
are contained in the units being offered by this
prospectus.
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Exercisability:
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Each
warrant is exercisable for one share of common stock, subject to
adjustment as described herein.
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Exercise
price:
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$7.50.
Holders of the warrants must pay the exercise price in full upon
exercise
of the warrants and will receive one share of common stock, subject
to
adjustment as described herein, per warrant. Holders will not be
entitled
to receive a net cash settlement upon exercise of the
warrants.
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Exercise
period for the warrants included in the units sold in this
offering:
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The
warrants included in the units sold in this offering will become
exercisable on the later of:
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· the
completion of our initial business combination; or
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· one
year from the date of this prospectus,
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provided
in each case that we have an effective registration statement
under
the Securities Act covering the shares of common stock issuable
upon
exercise of the warrants.
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We
have agreed to use our best efforts to have an effective registration
statement covering shares of common stock issuable upon exercise
of the
warrants from the date the warrants become exercisable and to maintain
a
current prospectus relating to that common stock until the warrants
expire
or are redeemed. The warrants will expire at 5:00 p.m., New York
time, on
the date that is five years from the date of this prospectus or
earlier
upon redemption or liquidation of the trust account. If we do
not complete a business combination that meets the criteria described
in
this prospectus, the warrants will expire worthless.
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Redemption:
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At
any time while the warrants are exercisable and there is an effective
registration statement covering the shares of common stock issuable
upon
exercise of the warrants available and current, we may redeem the
outstanding warrants (except as described below with respect to
the
founder’s warrants and private placement warrants):
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· in
whole and not in part;
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· at
a
price of $0.01 per warrant;
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· upon
a minimum of 30 days’ prior written notice of redemption; and
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· if,
and only if, the last sale price of our common stock equals or
exceeds
$14.25 per share for any 20 trading days within a 30-trading day
period
ending three business days before we send the notice of
redemption.
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We
will not redeem the warrants, unless on the date we give notice
of
redemption and during the entire period thereafter until the time
we
redeem the warrants, we have an effective registration statement
covering
the shares of common stock issuable upon exercise of the warrants
and a
current prospectus relating to them is available. If we call
the warrants for redemption as described above, our management
will have
the option to adopt a plan of recapitalization pursuant to which
all
holders that wish to exercise warrants would be required to do
so on a
“cashless basis.” In such event, each exercising holder would surrender
the warrants for that number of shares of common stock equal to
the
quotient obtained by dividing (x) the product of the number of
shares of
common stock underlying the warrants, multiplied by the difference
between
the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall mean
the average reported last sale price of the common stock for the
10
trading days ending on the third trading day prior to the date
on which
the notice of redemption is sent to the holders of
warrants.
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Reasons
for redemption limitations:
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We
have established the above conditions to our exercise of redemption
rights
with the intent of:
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· providing
warrant holders with adequate notice of redemption, and allowing them to
exercise their warrants prior to redemption at a time when there
is a
reasonable premium to the warrant exercise price; and
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· providing
a sufficient differential between the then-prevailing common stock
price
and the warrant exercise price so there is a buffer to absorb any
negative
market reaction to our redemption of the warrants.
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If
the foregoing conditions are satisfied and we issue a notice of
redemption, warrant holders can exercise their warrants at any
time prior
to the scheduled redemption date. However, the price of the common
stock
may fall below the $14.25 trigger price as well as the warrant
exercise
price after the redemption notice is issued.
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Founder’s
units:
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On
November 13, 2007 our founding stockholder purchased an aggregate
of
11,500,000 founder’s units for an aggregate purchase price of $25,000, or
approximately $0.002 per unit. This includes an aggregate of
1,500,000 founder’s units subject to forfeiture to the extent that
Banc of America Securities LLC’s over-allotment option is not exercised in
full so that our founding stockholder will own 20% of our issued and
outstanding common stock after this offering (excluding any units
that
they may purchase in or after this offering). Each founder’s unit consists
of one founder’s share and one founder’s warrant.
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Founder’s
shares:
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The
founder’s shares are identical to the shares of common stock included in
the units being sold in this offering, except that our founding
stockholder has agreed:
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· that
the founder’s shares are subject to the transfer restrictions described
below;
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· to
vote the founder’s shares in the same manner as the majority of shares
cast by public stockholders in connection with the vote required
to
approve our initial business combination and to vote for a proposal
to
amend our certificate of incorporation to provide for our perpetual
existence; and
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· to
waive their rights to participate in any liquidation distribution
with
respect to the founder’s shares if we fail to consummate an initial
business combination.
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In
addition, our founding stockholder and each of our executive officers
and
directors have agreed that if it, he or she acquires shares of
common
stock in this offering or the secondary market, it, he or she will
vote
all such acquired shares in favor of our initial business combination.
(Any such purchases of stock following this offering are expected
to be
effected through open market purchases, or in privately negotiated
transactions.) As a result, neither our founding stockholder,
nor our excutive officers or directors will be able to exercise
the
conversion rights described below with respect to any of our shares
that
it, he or she may acquire prior to, in or after this
offering.
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If
the number of units we offer to the public is increased or decreased
from
the number shown in this prospectus prior to the conclusion of
the
offering, then the founder’s units, including the number of founder’s
units subject to forfeiture, will be adjusted in the same proportion
as
the increase or decrease in the units offered
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hereby
in order to maintain our founding stockholder’s 20% percentage ownership.
We will not make or receive any cash payment in respect of any
such
adjustment.
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Founder’s
warrants:
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The
founder’s warrants are identical to those included in the units being sold
in this offering, except that:
· the
founder’s warrants, including the common stock issuable upon exercise of
these warrants, are subject to the transfer restrictions described
below;
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· the
founder’s warrants will become exercisable after the consummation of our
initial business combination if and when (i) the last sales price
of our
common stock equals or exceeds $14.25 per share for any 20 trading
days
within any 30-trading day period beginning 90 days after such business
combination and (ii) there is an effective registration statement
covering
the shares of common stock issuable upon exercise of the warrants
contained in the units included in this offering;
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· the
founder’s warrants will not be redeemable by us so long as they are held
by the founding stockholder or its permitted transferees; and
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· the
founder’s warrants may be exercised by our founding stockholder or its
permitted transferees on a cashless basis.
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The
holders of the warrants purchased in this offering will not be
able to
exercise those warrants unless we have an effective registration
statement
covering the shares issuable upon their exercise and a related
current
prospectus available. Although the shares of common stock issuable
pursuant to the founder’s warrants will not be issued pursuant to a
registration statement, so long as they are held by our founding
stockholder or its permitted transferees, the warrant agreement
provides that the founder’s warrants may not be exercised unless a
registration statement relating to the common stock issuable upon
exercise
of the warrants purchased in this offering is effective and a related
current prospectus is available.
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Private
placement warrants:
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Our
founding stockholder has agreed to purchase 8,000,000 warrants
at a price
of $1.00 per warrant, simultaneously with the closing of this offering.
We
refer to these warrants as the private placement warrants throughout
this
prospectus. The private placement warrants will be purchased separately
and not in combination with common stock or in the form of units.
The proceeds from the sale of the private placement warrants will be
added to the proceeds from this offering to be held in the trust
account
at ,
to be maintained by American Stock Transfer & Trust Company pending
our completion of an initial business combination. If we do not
complete
an initial business combination that meets the criteria described
in this
prospectus, then the $8.0 million of proceeds from the sale of
the private
placement warrants will become part of the liquidation distribution
to our
public stockholders and the private placement warrants will expire
worthless.
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The
private placement warrants are identical to those included in the
units
being sold in this offering, except that:
· the
private placement warrants, including the common stock issuable
upon
exercise of these warrants, are subject to the transfer restrictions
described below;
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· the
private placement warrants will not be redeemable by us so long
as they
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are
held by the founding stockholder or its permitted transferees;
and
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· the
private placement warrants may be exercised by our founding stockholder
or
its permitted transferees on a cashless basis.
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The
holders of the warrants purchased in this offering will not be
able to
exercise those warrants unless we have an effective registration
statement
covering the shares issuable upon their exercise and a related
current
prospectus available. Although the shares of common stock issuable
pursuant to the private placement warrants will not be issued pursuant
to
a registration statement, so long as they are held by our founding
stockholder or its permitted transferees, the warrant agreement
provides
that the private placement warrants may not be exercised unless
a
registration statement relating to the common stock issuable upon
exercise
of the warrants purchased in this offering is effective and a related
current prospectus is available.
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Transfer
restrictions:
|
Our
founding stockholder has agreed not to sell or transfer the founder’s
units, founder’s shares or founder’s warrants, including the common stock
issuable upon exercise of these warrants, until 180 days after
the
consummation of our initial business combination except to certain
permitted transferees as described below under the heading “Principal
Stockholders — Transfer Restrictions,” who must agree to be bound by the
same transfer restrictions and voting, waiver and forfeiture provisions.
All of the founder’s units, founder’s shares and founder’s warrants and
underlying shares will cease to be subject to the transfer restrictions
if, subsequent to our initial business combination, (i) the last
sales
price of our common stock equals or exceeds $14.25 per share for
any 20
trading days within any 30-trading day period beginning 90 days
after our
initial business combination or (ii) we consummate a subsequent
liquidation, merger, stock exchange or other similar transaction
that
results in all of our stockholders having the right to exchange
their
shares of common stock for cash, securities or other
property. Our founding stockholder has agreed not to sell or
transfer the private placement warrants, until after we complete
our
initial business combination except to certain permitted transferees
as
described below under the heading “Principal Stockholders — Transfer
Restrictions,” who must agree to be bound by these same transfer
restrictions.
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Registration
rights:
|
Concurrently
with the issuance and sale of the securities in this offering,
we will
enter into an agreement with our founding stockholder and certain
Greenhill employees with respect to securities held by them from
time to
time, including the founder’s units, founder’s shares, founder’s warrants,
private placement warrants, underlying shares and any units purchased
in
this offering (including the shares, warrants and underlying shares)
by
managing directors and senior advisors of Greenhill, granting them
and
their permitted transferees the right to demand that we register
the
resale of any of our securities held by them on a registration
statement
filed under the Securities Act. The registration rights will be
exercisable with respect to the securities at any time commencing
30 days
after the consummation of our initial business combination,
provided that such registration statement would not become
effective until after the expiration of the lock-up period applicable
to
the securities being registered. We will bear the expenses incurred
in
connection with the filing of any such registration statements.
Please see
“Description of Securities—Securities Eligible for Future
Sale—Registration rights” for more information.
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Conflicts
of interest:
|
Greenhill
undertakes a broad range of financial advisory services and merchant
banking activities for a wide variety of clients on a global basis,
and
for its own
|
|
account.
In addition, Greenhill could pursue an acquisition of a financial
advisor
or an asset management business for its own account. Accordingly,
there
may be situations in which Greenhill has an obligation or an interest
that
actually or potentially conflicts with our interests. You should
assume
that these conflicts will not be resolved in our favor and, as
a result,
we may be denied certain investment opportunities or may be otherwise
disadvantaged in some situations by our relationship to Greenhill.
Greenhill
currently operates merchant banking businesses in the United States
and
Europe. Funds advised by Greenhill Capital Partners make equity
and equity-related investments in middle-market companies located
primarily in North America and the United Kingdom. Such funds generally
make controlling or influential minority investments that do not
exceed
$220 million in companies with enterprise values of $50 to $500
million.
Funds advised by Greenhill Venture Partners make early growth stage
private equity and equity-related investments primarily in companies
that
offer technology-enabled services or business information services
in the
Greater Tri-State Area, which encompasses the region from Eastern
Pennsylvania to Northern Connecticut. The fair market value of
the businesses in which the funds advised by Greenhill Venture
Partners
invest is generally so low as to make it highly improbable that
a conflict
of interest would arise. Similarly, we believe that Greenhill’s
other merchant banking funds generally target transactions of a
smaller
size that would not be suitable for our initial business combination
and
we understand that the largest equity investment made by the Greenhill
merchant banking funds in a single portfolio company, to date,
was
approximately $78 million. However, if we were to pursue multiple
simultaneous targets for our initial business combination, we might
compete with Greenhill’s merchant banking funds for one or more of such
targets. In addition, if Greenhill’s merchant banking funds were to
participate in a transaction with other investors in the acquisition
of a
larger target, such group of investors, including Greenhill’s funds, may
be in direct competition with us for a possible target for our
initial
business combination.
Clients
of Greenhill’s financial advisory business may also compete with us for
investment opportunities meeting our initial business combination
objectives. If Greenhill is engaged to act for any such clients,
you
should assume that we will be precluded from pursuing opportunities
suitable for such client. In addition, investment ideas generated
within
Greenhill, including by Mr. Bok, Mr. Niehaus and Mr. Liu, may be
suitable
for both us and for an investment banking client of Greenhill or
a current
or future fund advised by a Greenhill entity and may be directed
to such
client or fund rather than to us. Greenhill’s financial advisory business
may also be engaged to advise the seller of a company, business
or assets
that would qualify as an investment opportunity for us. In such
cases, you
should assume that we will be precluded from participating in the
sale
process or from purchasing the company, business or assets. If,
however,
we are permitted to pursue the opportunity, Greenhill’s interests or its
obligations to the seller will diverge from our interests.
Neither
Greenhill nor members of our management or directors who are also
employed
by Greenhill have any obligation to present us with any opportunity
for a
potential business combination of which they become aware. Greenhill
and/or our management or directors, in their capacities as officers
or
managing directors of Greenhill or in their other endeavors, may
choose to
present potential business combinations to the related entities
described
above, current or future funds or third parties, including clients
of
Greenhill, before they present such opportunities to us. As a result,
you
should assume that to the extent any member of
our
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management
or any of our directors employed by Greenhill locates a business
opportunity equally suitable for us and another entity to which
such
person has a fiduciary obligation or pre-existing contractual obligation
to present such opportunity, he will first give the opportunity
to such
other entity or entities, and he will only give such opportunity
to us to
the extent such other entity or entities reject or are unable to
pursue
such opportunity. In addition, our independent directors may have
fiduciary duties or pre-existing contractual obligations that prevent
them
from presenting otherwise suitable target businesses to us. Our
independent directors are under no obligation to present opportunities
of
which they become aware to us, unless such opportunity was expressly
offered to the independent director solely in his capacity as a
director
of our company.
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Proposed
American Stock Exchange symbols for our:
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|
Units:
|
GHQ
.U
|
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|
Common
stock:
|
GHQ
|
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|
Warrants:
|
GHQ.WS
|
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|
Offering
and private placement warrants; private placement proceeds to be
held in
trust account; amounts payable prior to trust account distribution
or
liquidation:
|
$393,600,000,
or $9.84 per unit (or approximately $9.82 per unit or $451,500,000,
if the
over-allotment option is exercised in full) of the proceeds of
this
offering and the sale of the private placement warrants will be
placed in
a trust account
at ,
pursuant to the trust agreement we will enter into with the trustee
on the
date of this prospectus. These proceeds include approximately $13.3
million in deferred underwriting discounts and commissions (or
approximately $15.4 million if Banc of America Securities LLC’s
over-allotment option is exercised in full). We believe that the
inclusion
in the trust account of the proceeds from the sale of the private
placement warrants and the deferred underwriting discounts and
commissions
is a benefit to our stockholders because additional proceeds will
be
available for distribution to investors if a liquidation of our
company
occurs prior to our completing an initial business combination.
Proceeds
in the trust account will not be released until the earlier of
completion
of an initial business combination or our liquidation. Unless and
until
our initial business combination is consummated, proceeds held
in the
trust account will not be available for our use for any purpose,
including
the payment of expenses related to this offering or the investigation,
selection and negotiation of an agreement with one or more target
businesses, except that there may be released to us from the trust
account
(i) interest income earned on the trust account balance to pay
any income
taxes on such interest and any franchise taxes and (ii) interest
income
earned of up to $5.0 million on the trust account balance to fund
our
working capital requirements. If Banc of America Securities LLC
determines
that the size of this offering should be increased, the amount
of interest
income earned on the trust account that can be released to us to
fund our
working capital will be increased proportionately. In addition,
the amount
of such interest will be increased proportionately to the extent
the
over-allotment option is exercised. With these exceptions,
expenses incurred by us while seeking a business combination may
be paid
prior to an initial business combination only from $225,000 of
the net
proceeds of this offering not held in the trust
account.
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Please
see “Use of Proceeds” for additional information concerning the allocation
of the proceeds of this offering.
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|
Warrant
exercise proceeds potentially paid to us:
|
None
of the warrants, founder’s warrants or private placement warrants may be
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exercised
until after the consummation of our initial business combination
and,
thus, after the proceeds of the trust account have been disbursed.
Accordingly, the warrant exercise price, if any, for the warrants,
founder’s warrants and private placement warrants will be paid directly
to
us and not placed in the trust account. However, if we call the
warrants
for redemption as described herein, our management will have the
option to
require all holders that wish to exercise the warrants to do so
on a
“cashless basis.” In addition, the founder’s warrants and private
placement warrants may be exercised by our founding stockholder
or its
permitted transferees on a cashless basis. For these reasons, although
the
exercise of the warrants, founder’s warrants or private placement warrants
may provide an additional source of liquidity for us, there can
be no
assurance when the warrants, founder’s warrants or private placement
warrants will be exercised, if at all, and whether they will be
exercised
on a cash basis.
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Limited
payments to insiders:
|
There
will be no finder’s fees, reimbursements or cash payments made to our
founding stockholder, officers or directors, or our or their affiliates
for services rendered to us prior to or in connection with the
consummation of an initial business combination, other
than:
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· repayment
of a promissory note issued by us to Greenhill in the aggregate
principal amount of $250,000 (and accrued interest thereon) to
cover
offering-related and organizational expenses;
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· a
payment of an aggregate of $10,000 per month to Greenhill for office
space, secretarial and administrative services; and
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· reimbursement
for any out-of-pocket expenses related to this offering and identifying,
investigating and consummating an initial business
combination.
Our
audit committee will review and approve all payments made to our
founding
stockholder, officers or directors or our or their affiliates,
other than
the $10,000 per month payment described above, and any payments
made to
members of our audit committee will be reviewed and approved by
our board
of directors, with any interested director abstaining from such
review and
approval.
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Release
of amounts held in trust account at close of initial business
combination:
|
At
the time we complete an initial business combination, following
the
distribution of (i) amounts due to any public stockholders who
duly
exercise their conversion rights (as described below) and (ii)
deferred
underwriting discounts and commissions that are equal to 3.5% of
the gross
proceeds of this offering, or approximately $13.3 million (approximately
$15.4 million if the over-allotment option is exercised in full),
to Banc
of America Securities LLC, the balance of the funds in the trust
account
will be released to us and may be used to pay all or a portion
of the
purchase price of our initial business combination. We may apply
any funds
released to us from the trust account not used to pay the purchase
price —
for example, because we paid all or a portion of the purchase price
of our
initial business combination using stock or debt securities — for general
corporate purposes, including for maintenance or expansion of the
operations of acquired businesses, the payment of principal or
interest
due on indebtedness incurred in consummating our initial business
combination or to fund the purchase of other companies or for working
capital.
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Amended
and restated certificate of incorporation:
|
As
discussed below, there are specific provisions of our amended and
restated
certificate of incorporation that may not be amended prior to the
consummation of our initial business combination without the unanimous
consent of our stockholders, including requirements to seek stockholder
approval of an initial business combination and to allow our stockholders
to seek conversion of their shares if they do not approve an initial
business combination. While we have been advised that the validity
of
unanimous consent provisions under Delaware General Corporation
Law has
not been settled, we view these provisions as obligations to our
stockholders and will not take any action to amend or waive these
provisions.
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Our
amended and restated certificate of incorporation will provide
that we
will continue in existence only until 24 months after the date
of this
prospectus. If we have not completed an initial business combination
by
such date, our corporate existence will cease except for the purposes
of
winding up our affairs and liquidating, pursuant to Section 278
of the
Delaware General Corporation Law. This has the same effect as if
our board
of directors and stockholders had formally voted to approve our
dissolution pursuant to Section 275 of the Delaware General Corporation
Law. Accordingly, limiting our corporate existence to a specified
date as
permitted by Section 102(b)(5) of the Delaware General Corporation
Law
removes the necessity to comply with the formal procedures set
forth in
Section 275 (which would have required our board of directors and
stockholders to formally vote to approve our dissolution and liquidation
and to have filed a certificate of dissolution with the Delaware
Secretary
of State). In connection with any proposed initial business combination
we
submit to our stockholders for approval, we will also submit to
stockholders a proposal to amend our amended and restated certificate
of
incorporation to provide for our perpetual existence, thereby removing
this limitation on our corporate life. Our initial business combination
will be approved only if (i) a majority of the shares of common
stock
voted by the public stockholders present in person or by proxy
at a duly
held stockholders meeting are voted in favor of our initial business
combination, (ii) a majority of the outstanding shares of our common
stock
are voted in favor of the amendment to our amended and restated
certificate of incorporation to provide for our perpetual existence
and
(iii) public stockholders owning not more than 30% of the shares
(minus
one share) sold in this offering both vote against our initial
business
combination and exercise their conversion rights. We view this
provision
terminating our corporate life 24 months after the date of this
prospectus
as an obligation to our stockholders and will not take any action
to amend
or waive this provision to allow us to survive for a longer period
of time
except in connection with the consummation of an initial business
combination.
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Stockholders
must approve our initial business combination:
|
We
will seek stockholder approval before effecting our initial business
combination, even if the business combination would not ordinarily
require
stockholder approval under applicable state law. In connection
with the
vote required for our initial business combination, a majority
of our
issued and outstanding common stock (whether or not held by public
stockholders), present in person or by proxy, will constitute a
quorum. We will consummate our initial business combination
only if (i) a majority of the shares of common stock voted by the
public
stockholders present in person or by proxy at a duly held stockholders
meeting are voted in favor of our initial business combination,
(ii) a
majority of the outstanding shares of our common stock are voted
in favor
of the amendment to our amended and restated certificate of incorporation
to provide for our perpetual existence and (iii) not more than
30% of the
shares (minus one share) sold in this offering are voted against the
initial business combination and exercise their conversion rights
described below. It is important to note that voting against our
initial
business combination alone will not result in a conversion of your
shares
into a pro rata share of the trust account, which will only occur
when you
exercise your conversion rights as described in this
prospectus.
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Our
founding stockholder has agreed, in connection with the stockholder
vote
required to approve our initial business combination and in connection
with an amendment to our amended and restated certificate of
incorporation
to provide for our perpetual existence, to vote the founder’s shares in
accordance with the majority of the shares of common stock voted
by the
public stockholders. Our founding stockholder and each of our
executive officers and directors have also agreed that if it,
he or she
acquires shares of common stock in or following this offering,
it, he or
she will vote all such acquired shares in favor of our initial
business
combination and in favor of an amendment to our amended and restated
certificate of incorporation to provide for our perpetual existence.
As a
result, neither our founding stockholder, nor our executive officers
or directors will be able to exercise the conversion rights described
below with respect to any of our shares that it, he or she may
acquire
prior to, in or after this
offering.
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Conditions
to consummating our initial business combination:
|
Our
initial business combination must occur with one or more target
businesses
that have a fair market value of at least 80% of the balance
in the trust
account (excluding deferred underwriting discounts and commissions
of
approximately $13.3 million or approximately $15.4 million if
the
over-allotment option is exercised in full) at the time of such
business
combination. If we acquire less than 100% of one or more target
businesses
in our initial business combination, the aggregate fair market
value of
the portion or portions we acquire must equal at least 80% of
the balance
in the trust account (excluding deferred underwriting discounts
and
commissions as described above) at the time of such initial business
combination. We will only consummate a business combination in
which we
become the controlling stockholder of the target. The key factor
that we
will rely on in determining controlling stockholder status would
be our
acquisition of at least 50.1% of the voting equity interests
or membership
interests of the target company, as applicable, or, in the case
of a
partnership, our acquisition of the general partner. We will
not consider
any transaction that does not meet such criteria. However, as
noted in this prospectus, in connection with the consummation
of our
initial business combination we may issue additional common stock
or
securities convertible into or exercisable for common stock such
as
convertible preferred stock, convertible debt, or warrants in
which case
our stockholders prior to our initial business combination may
not own a
majority of our common stock following the consummation of
the business combination.
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Conversion
rights for public stockholders voting to reject our initial business
combination:
|
Public
stockholders voting against our initial business combination will
be
entitled to convert their shares of common stock into a pro rata
share of
the aggregate amount then on deposit in the trust account (before
payment
of deferred underwriting discounts and commissions and including
interest
earned on their pro rata portion of the trust account, net of income
taxes
payable on such interest, net of franchise taxes and net of interest
income of up to $5.0 million, subject to adjustment, on the trust
account
balance previously released to us to fund our working capital
requirements) if our initial business combination is approved and
completed. If the initial business combination is not approved
or
completed for any reason, then public stockholders voting against
our
initial business combination who exercised their conversion rights
would
not be entitled to convert their shares of common stock into a
pro rata
share of the aggregate amount then on deposit in the trust account.
If a
vote on an initial business combination is held and the initial
business
combination is not approved, we may continue to try to consummate
a
business combination with a different target until 24 months from
the date
of this prospectus. Public stockholders will be entitled to receive
their
pro rata share of the aggregate amount on deposit in the trust
account
only in the event that the business combination they voted against
was
duly approved and subsequently completed, or in connection with
our
liquidation. The founding stockholder and our executive officers
and
directors will not be able to exercise conversion rights with respect
to
any of our shares that they may acquire prior to, in or after this
offering.
A
public stockholder, together with any affiliate of his or any other
person
with whom he is acting in concert or as a “group” will be restricted from
seeking conversion rights with respect to more than 10% of the
shares sold
in this offering. Such a public stockholder would still be entitled
to
vote against a proposed business combination with respect to all
shares
owned by him or his affiliates. We believe this restriction will
prevent
stockholders from accumulating large blocks of stock before the
vote held
to approve a proposed business combination and attempt to use the
conversion right as a means to force us or our management to purchase
their stock at a significant premium to the then current market
price.
Absent this provision, for example, a public stockholder who owns
15% of
the shares sold in this offering could threaten to vote against
a proposed
business combination and seek conversion, regardless of the merits
of the
transaction, if his shares are not purchased by us or our management
at a
premium to the then current market price (or if management refuses
to
transfer to him some of their shares). By limiting each stockholder’s
ability to convert only up to 10% of the shares sold in this offering,
we
believe we have limited the ability of a small group of stockholders
to
unreasonably attempt to block a transaction which is favored by
our other
public stockholders. However, we are not restricting the stockholders’
ability to vote all of their shares against the
transaction.
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Public
stockholders who convert their common stock into a pro rata share
of the
trust account will be paid the conversion price on the closing
date of our
initial business combination and will continue to have the right
to
exercise any warrants they own. The initial per-share conversion
price is
expected to be approximately $9.84 per share (or approximately
$9.82 per
share if the over-allotment option is exercised in full). Since
this
amount is less than the $10.00 per unit price in this offering
and may be
lower than the market price of the common stock on the date of
conversion,
there may be a disincentive on the part of public stockholders
to exercise
their conversion rights. Because converting stockholders will receive
their proportionate share of the deferred underwriting compensation
and
Banc of America Securities LLC will be paid the full amount of
the
deferred underwriting compensation at the time of closing of our
initial
business combination, we (and therefore, the non-
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converting
stockholders) will bear the financial effect of such payments to
both the
converting stockholders and Banc of America Securities LLC. This
could
have the effect of reducing the amount distributed to us from the
trust
account by up to approximately $118,079,990 (assuming conversion
of the
maximum of 11,999,999 shares of common stock).
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A
public stockholder who wishes to exercise its conversion rights
will be
required to notify us of its election to convert in accordance
with the
procedures described in this prospectus. Such election to convert
will not
be valid unless the public stockholder votes against our initial
business
combination, the initial business combination is approved and completed,
the public stockholder holds its shares through the closing of
the initial
business combination and the public stockholder follows the specific
procedures for conversion that will be set forth in the proxy statement
relating to the proposed initial business combination. We may require
public stockholders to tender their certificates to our transfer
agent
prior to the meeting or to deliver their shares to the transfer
agent
electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) System. We will notify investors
on a
current report on Form 8-K and in our proxy statement related to
the
initial business combination if we impose this requirement. The
foregoing
is different from the procedures used by many blank check companies.
Traditionally, in order to perfect conversion rights in connection
with a
blank check company’s business combination, a stockholder could simply
vote against a proposed initial business combination and check
a box on
the proxy card indicating such stockholder was seeking to exercise
its
conversion rights. After the initial business combination was approved,
the company would contact such stockholder to arrange for him,
her or it
to deliver his, her or its certificate to verify ownership. As
a result,
the stockholder then had an “option window” after the consummation of the
initial business combination during which he, she or it could monitor
the
price of the stock in the market. If the price rose above the conversion
price, the stockholder could sell his, her or its shares in the
open
market before actually delivering his, her or its shares to the
company
for cancellation in consideration for the conversion
price.
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Thus,
the conversion right, to which stockholders were aware they needed
to
commit to before the stockholder meeting, would become an option
to
convert surviving past the consummation of the business combination
until
the converting holder delivered his certificate. The requirement
for
physical or electronic delivery prior to the meeting ensures that
a
converting holder’s election to convert is irrevocable once the business
combination is approved.
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In
connection with a vote on our initial business combination, public
stockholders may elect to vote a portion of their shares for and
a portion
of their shares against the initial business combination. If the
initial
business combination is approved and consummated, public stockholders
who
elected to convert the portion of their shares voted against the
initial
business combination will receive the conversion price with respect
to
those shares and may retain any other shares they
own.
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Liquidation
if no business combination:
|
If
we are unable to complete a business combination by 24 months from
the
date of this prospectus, our existence will cease except for the
purposes
of winding up our affairs and liquidating pursuant to Section 278
of the
Delaware General Corporation Law, in which case we will as promptly
as
practicable thereafter adopt a plan of distribution in accordance
with
Section 281(b) of the Delaware General Corporation Law. Upon adoption
of
our plan of distribution, the trustee will commence liquidating
the
investments constituting the trust account and distribute the proceeds
to
our public stockholders.
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Section
278 of the Delaware General Corporation Law provides that even
after we
cease our business activities and distribute the balance of the
trust
account to our public stockholders, our existence will continue
for at
least three years after our expiration for the purpose of prosecuting
and
defending suits, whether civil, criminal or administrative, by
or against
us, and of enabling us gradually to settle and close our business,
to
dispose of and convey our property, to discharge our liabilities
and to
distribute to our stockholders any remaining assets, but not for
the
purpose of continuing the business for which we were organized.
Our
existence will continue automatically even beyond the three-year
period
for the purpose of completing the prosecution or defense of suits
begun
prior to the expiration of the three-year period, until such time
as any
judgments, orders or decrees resulting from such suits are fully
executed.
Section 281(b) will require us to pay or make reasonable provision
for all
then-existing claims and obligations, including all contingent,
conditional, or unmatured contractual claims known to us, and to
make such
provision as will be reasonably likely to be sufficient to provide
compensation for any then-pending claims and for claims that have
not been
made known to us or that have not arisen but that, based on facts
known to
us at the time, are likely to arise or to become known to us within
10
years after the date of dissolution.
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Under
Section 281(b), the plan of distribution must provide for all of
such
claims to be paid in full or make provision for payments to be
made in
full, as applicable, if there are sufficient assets. If there are
insufficient assets to provide for all such claims, the plan must
provide
that such claims and obligations be paid or provided for according
to
their priority and, among claims of equal priority, ratably to
the extent
of legally available assets. These claims must be paid or provided
for
before we make any distribution of our remaining assets to our
stockholders. While we intend to pay such amounts, if any, from
the
$225,000 of proceeds held outside the trust account and from the
$5.0
million of interest income, subject to adjustment, earned on the
trust
account available to us for working capital, we cannot assure you
those
funds will be sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all third parties (including any
vendors and
any other entities with which we enter into a contractual relationship
following consummation of this offering but excluding our accountants)
and
prospective target businesses enter into valid and enforceable
agreements
with us waiving any right, title, interest or claim of any kind
in or to
any assets held in the trust account, there is no guarantee that
they will
execute such agreements. It is also possible that such waiver agreements
would be held unenforceable, and there is no guarantee that the
third
parties would not otherwise challenge the agreements and later
bring
claims against the trust account for amounts owed them. In addition,
there
is no guarantee that such entities will agree to waive any claims
they may
have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against
the
trust account for any reason. Our founding stockholder has agreed
that it
will be liable to us if and to the extent claims by third parties
reduce
the amounts in the trust account available for payment to our stockholders
in the event of a liquidation and
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the
claims are made by a vendor for services rendered or products sold
to us,
by a third party with which we entered into a contractual relationship
following consummation of this offering or by a prospective target
business, except (1) as to any claimed amounts owed to a third
party who
executed a waiver (even if such waiver is subsequently found to
be invalid
and unenforceable), or (2) as to any claims under our indemnity
of Banc of
America Securities LLC of this offering against certain liabilities,
including liabilities under the Securities Act.
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We
expect that all costs and expenses associated with implementing
our plan
of distribution, as well as payments to any creditors, will be
funded from
amounts remaining out of the $225,000 of proceeds held outside
the trust
account and from the $5.0 million in interest income, subject to
adjustment, on the balance of the trust account that will be released
to
us to fund our working capital requirements. However, if those
funds are
not sufficient to cover the costs and expenses associated with
implementing our plan of distribution, to the extent that there
is any
interest accrued in the trust account not required to pay income
taxes on
interest income earned on the trust account balance, we may request
that
the trustee release to us an additional amount of up to $100,000
of such
accrued interest to pay those costs and expenses.
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Our founding
stockholder has waived its rights to participate in any liquidation
distribution with respect to the founder’s shares. Additionally, if we do
not complete an initial business combination and the trustee must
distribute the balance of the trust account, Banc of America Securities
LLC has agreed to forfeit any rights or claims to their deferred
underwriting discounts and commissions then in the trust account,
and
those funds will be included in the pro rata liquidation distribution
to
the public stockholders. There will be no distribution from the
trust
account with respect to any of our warrants, which will expire
worthless
if we are liquidated, and as a result purchasers of our units will
have
paid the full unit purchase price solely for the share of common
stock
included in each unit.
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If
we are unable to conclude an initial business combination and we
expend
all of the net proceeds of this offering and the founding stockholder’s
investment other than the proceeds deposited in the trust account,
without
taking into account any interest earned on the trust account, we
expect
that the initial per-share liquidation price will be $9.84 (or
approximately $9.82 per share if the over-allotment option is exercised
in
full), or approximately $0.16 less than the per-unit offering price
of
$10.00 (approximately $0.18 less if the over-allotment is exercised
in
full). The proceeds deposited in the trust account could, however,
become
subject to claims of our creditors that are in preference to the
claims of
our stockholders. In addition, if we are forced to file a bankruptcy
case
or an involuntary bankruptcy case is filed against us that is not
dismissed, the proceeds held in the trust account could be subject
to
applicable bankruptcy law, and may be included in our bankruptcy
estate
and subject to the claims of third parties with priority over the
claims
of our stockholders. Therefore, we cannot assure you that the actual
per-share liquidation price will not be less than $9.84 (or approximately
$9.82 per share if the over-allotment option is exercised in
full).
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|
Greenhill
and Messrs. Bok, Niehaus and Liu, have entered into non-compete
agreements
with us:
|
Until
the earlier of the filing by us of a current report Form 8-K with
the SEC
announcing the execution of a definitive agreement for our initial
business combination, or our liquidation, neither Greenhill nor
Mr. Bok,
our Chairman and Chief Executive Officer, Mr. Niehaus, our Senior
Vice
President, nor Mr. Liu, our Chief Financial Officer, will become
a
sponsor, promoter, officer or director of
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| any other blank check company. | ||
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Audit
committee to monitor compliance:
|
Effective
upon consummation of this offering, we will establish and will
maintain an
audit committee to, among other things, monitor compliance on a
quarterly
basis with the terms of this offering and, if any noncompliance
is
identified, the audit committee is charged with the immediate
responsibility to take all action necessary to rectify such noncompliance
or otherwise cause compliance with the terms of this
offering.
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Determination
of offering amount:
|
In
determining the size of this offering, our management concluded,
based on
their collective experience, that an offering of this size, together
with
the proceeds of the private placement warrants, would provide us
with
sufficient equity capital to execute our business plan. We believe
that
this amount of equity capital, plus our ability to finance an acquisition
using stock or debt in addition to the cash held in the trust account,
will give us substantial flexibility in selecting an acquisition
target
and structuring our initial business combination. This belief is
not based
on any research, analysis, evaluations, discussions, or compilations
of
information with respect to any particular investment or any such
action
undertaken in connection with our organization. We cannot assure
you that
our belief is correct, that we will be able to successfully identify
acquisition candidates, that we will be able to obtain any necessary
financing or that we will be able to consummate a transaction with
one or
more target businesses whose fair market value, collectively, is
equal to
at least 80% of the balance in the trust account (excluding deferred
underwriting discounts and commissions of approximately $13.3 million
or
approximately $15.4 million if the over-allotment option is exercised
in
full) at the time of the initial business combination.
|
|
|
Directed
unit program:
|
As
part of this offering, managing directors and senior advisors of
Greenhill, including certain of our executive officers, may acquire
up to
an aggregate of 2,000,000 units at the initial public offering
price
through a directed unit program. No underwriting discounts or
commissions will be paid to Banc of America Securities LLC in connection
with the units sold through the directed unit program. The
number of units available for sale to the public will be reduced
by the
number of directed units purchased by participants in the program,
up to
the maximum of 2,000,000 units. See
“Underwriting.”
|
|
November
27, 2007
|
||||||||
|
Actual
|
As
Adjusted(1)
|
|||||||
|
Balance
Sheet Data:
|
||||||||
|
Working
capital (deficiency)
|
$ | (217,427 | ) | $ |
380,548,195
|
|||
|
Total
assets
|
425,100
|
393,848,195
|
||||||
|
Total
liabilities
|
410,905
|
13,300,000
|
||||||
|
Value
of common stock which may be converted to cash (approximately $9.84
per
share)(2)
|
—
|
118,079,990
|
||||||
|
Stockholder’s
equity
|
23,195
|
262,468,205
|
||||||
|
(1)
|
The
“as adjusted” information gives effect to the sale of units in this
offering including the application of the related gross proceeds
and the
payment of expenses and the receipt of $8.0 million from the sale
of the
private placement warrants. The “as adjusted” working capital excludes
approximately $13.3 million being held in the trust account (approximately
$15.4 million if Banc of America Securities LLC’s over-allotment option is
exercised in full) representing deferred underwriting discounts
and
commissions.
|
|
(2)
|
Assumes
no exercise of the over-allotment option. Assuming the over-allotment
option is exercised in full, the value of common stock which may
be
converted to cash is approximately
$135,449,990.
|
|
·
|
upon
the consummation of this offering, $393,600,000, or $451,500,000
if Banc
of America Securities LLC’s over-allotment option is exercised in full
(comprising (i) $385,600,000 of the net proceeds of this offering,
including approximately $13.3 million of deferred underwriting
discounts
and commissions (or $443,500,000 if Banc of America Securities
LLC’s
over-allotment option is exercised in full, including approximately
$15.4
million of deferred underwriting discounts and commissions) and
(ii) $8.0 million of the proceeds from the sale of the private
placement warrants) shall be placed into the trust
account;
|
|
·
|
prior
to the consummation of our initial business combination, we shall
submit
the initial business combination to our stockholders for
approval;
|
|
·
|
we
will consummate an initial business combination only if it has
a fair
market value equal to at least 80% of the amount held in trust
(excluding
deferred underwriting discounts and commissions of approximately
$13.3
million or approximately $15.4 million if Banc of America Securities
LLC’s
over-allotment option is exercised in
full);
|
|
·
|
we
may consummate our initial business combination only if (i) the
initial
business combination is approved by a majority of the shares of
common
stock voted by our public stockholders at a duly held stockholders
meeting, (ii) an amendment to our amended and restated certificate
of
incorporation to provide for our perpetual existence is approved
by
holders of a majority of our outstanding shares of common stock,
and (iii)
public stockholders owning no more than 30% of the shares (minus
one
share) sold in this offering have voted against the business combination
and exercise their conversion
rights;
|
|
·
|
if
a
proposed initial business combination is approved and consummated,
public
stockholders who exercised their conversion rights and voted against
the
initial business combination may convert their shares into cash
at the
conversion price on the closing date of such initial business combination,
provided that a public stockholder, together with any affiliate
of his, hers or it or any other person with whom he, she or it
is acting
in concert or as a “group,” will be restricted from seeking conversion
rights with respect to more than 10% of the shares sold in this
offering;
|
|
·
|
if
our initial business combination is not consummated within 24 months
of
the date of this prospectus, then our existence will terminate
and we will
distribute all amounts in the trust account (except for such amounts
as
are paid to creditors or reserved for payment to creditors in accordance
with Delaware General Corporation Law) and any net assets remaining
outside the trust account on a pro rata basis to all of our public
stockholders;
|
|
·
|
we
may not consummate any other business combination, merger, capital
stock
exchange, asset acquisition, stock purchase, reorganization or
similar
transaction prior to our initial business
combination;
|
|
·
|
prior
to our initial business combination, we may not issue additional
stock
that participates in any manner in the proceeds of the trust account,
or
that votes as a class with the common stock sold in this offering
on a
business combination;
|
|
·
|
our
audit committee shall monitor compliance on a quarterly basis with
the
terms of this offering and, if any noncompliance is identified,
the audit
committee is charged with the immediate responsibility to take
all action
necessary to rectify such noncompliance or otherwise cause compliance
with
the terms of this offering;
|
|
·
|
the
audit committee shall review and approve all payments made to our
officers, directors and our and their affiliates, other than the
payment
of an aggregate of $10,000 per month to Greenhill for office space,
secretarial and administrative services, and any payments made
to members
of our audit committee will be reviewed and approved by our board
of
directors, with any interested director abstaining from such review
and
approval; and
|
|
·
|
we
will not enter into our initial business combination with any entity
in
which our initial stockholder, or any of our officers or directors or
their affiliates has a material financial interest, nor will we
acquire
any of the portfolio companies owned by the Greenhill merchant
banking
funds.
|
|
·
|
our
obligation to seek stockholder approval of a business combination
may
cause us to be viewed as a less attractive buyer compared to buyers
who do
not need such approval given the time required to seek such approval
and
the concomitant potential delay in the consummation of a
transaction;
|
|
·
|
our
obligation to convert into cash up to 30% of the shares of common
stock
held by public stockholders (minus one share) in certain instances
may
materially reduce the resources available for a business combination;
and
|
|
·
|
our
outstanding warrants, and the future dilution they potentially
represent,
may not be viewed favorably by certain target
businesses.
|
|
·
|
of
the size of the target business;
|
|
·
|
the
offering proceeds not in trust and funds available to us from interest
earned on the trust account balance are insufficient to fund our
search
for and negotiations with a target business;
or
|
|
·
|
we
must convert into cash a significant number of shares of common
stock
owned by public stockholders who elect to exercise their conversion
rights,
|
|
·
|
may
significantly reduce your equity interest in
us;
|
|
·
|
will
likely cause a change in control if a substantial number of our
shares of
common stock are issued, which may among other things limit our
ability to
use any net operating loss carry forwards we have, and may result
in the
resignation or removal of our officers and directors;
and
|
|
·
|
may
adversely affect the then-prevailing market price for our common
stock.
|
|
·
|
a
default and foreclosure on our assets if our operating cash flow
after a
business combination were insufficient to pay principal and interest
obligations on our debt;
|
|
·
|
an
acceleration, which could occur even if we are then current in
our debt
service obligations if the debt securities have covenants that
require us
to meet certain financial ratios or maintain designated reserves,
and such
covenants are breached without waiver or
renegotiation;
|
|
·
|
a
required immediate payment of all principal and accrued interest,
if any,
if the debt securities are payable on demand;
or
|
|
·
|
our
inability to obtain any additional financing, if necessary, if
the debt
securities contain covenants restricting our ability to incur
indebtedness.
|
|
·
|
register
as an investment company;
|
|
·
|
adopt
a specific form of corporate structure;
and
|
|
·
|
report,
maintain records and adhere to voting, proxy, disclosure and other
requirements.
|
|
·
|
a
limited availability for market quotations for our
securities;
|
|
·
|
reduced
liquidity with respect to our
securities;
|
|
·
|
a
determination that our common stock is a “penny stock,” which will require
brokers trading in our common stock to adhere to more stringent
rules and
possibly result in a reduced level of trading activity in the secondary
trading market for our common
stock;
|
|
·
|
limited
amount of news and analyst coverage for our company;
and
|
|
·
|
a
decreased ability to issue additional securities or obtain additional
financing in the future.
|
|
·
|
tariffs
and trade barriers;
|
|
·
|
regulations
related to customs and import/export
matters;
|
|
·
|
tax
issues, such as tax law changes and variations in tax laws as compared
to
the U.S.;
|
|
·
|
cultural
and language differences;
|
|
·
|
foreign
exchange controls;
|
|
·
|
crime,
strikes, riots, civil disturbances, terrorist attacks and
wars;
|
|
·
|
deterioration
of political relations with the U.S.;
and
|
|
·
|
new
or more extensive environmental
regulation.
|
|
·
|
ability
to complete our initial business
combination;
|
|
·
|
success
in retaining or recruiting, or changes required in, our executive
officers, key employees or directors following our initial business
combination;
|
|
·
|
executive
officers and directors allocating their time to other businesses
and
potentially having conflicts of interest with our business or in
approving
our initial business combination, as a result of which they would
then
receive expense reimbursements;
|
|
·
|
potential
ability to obtain additional financing to complete a business
combination;
|
|
·
|
pool
of prospective target businesses;
|
|
·
|
ability
of our executive officers and directors to generate a number of
potential
investment opportunities;
|
|
·
|
potential
change in control if we acquire one or more target businesses for
stock;
|
|
·
|
public
securities’ potential liquidity and
trading;
|
|
·
|
listing
or delisting of our securities from the American Stock Exchange
or the
ability to have our securities listed on the American Stock Exchange
following our initial business
combination;
|
|
·
|
use
of proceeds not held in the trust account or available to us from
interest
income on the trust account balance;
or
|
|
·
|
financial
performance following this
offering.
|
|
Without
Over-Allotment
Option |
Over-Allotment
Option Exercised |
|||||||
|
Offering
gross proceeds (excluding directed unit program)(1)
|
$ |
380,000,000
|
$ |
440,000,000
|
||||
|
Offering
gross proceeds from directed unit program(1)
|
20,000,000
|
20,000,000
|
||||||
|
Private
placement warrants
|
8,000,000
|
8,000,000
|
||||||
|
Total
gross proceeds
|
$ |
408,000,000
|
$ |
468,000,000
|
||||
|
Offering
expenses
(2):
|
||||||||
|
Underwriting
discount (7.0% of offering gross proceeds)(1)
|
$ |
26,600,000
|
$ |
30,800,000
|
||||
|
Legal
fees and expenses
|
500,000
|
500,000
|
||||||
|
Printing
and engraving expenses
|
100,000
|
100,000
|
||||||
|
Accounting
fees and expenses
|
65,000
|
65,000
|
||||||
|
SEC
registration fee
|
14,122
|
14,122
|
||||||
|
FINRA
registration fee
|
46,500
|
46,500
|
||||||
|
American
Stock Exchange fees
|
70,000
|
70,000
|
||||||
|
Miscellaneous
expenses
|
79,378
|
79,378
|
||||||
|
Total
offering expenses
|
$ |
27,475,000
|
$ |
31,675,000
|
||||
|
Proceeds
after offering expenses
|
$ |
380,525,000
|
$ |
436,325,000
|
||||
|
Net
proceeds not held in trust account(2),
(3)
|
$ |
225,000
|
$ |
225,000
|
||||
|
Net
proceeds held in trust account
|
$ |
380,300,000
|
$ |
436,100,000
|
||||
|
Deferred
underwriting discounts and commissions held in trust account(1)
|
$ |
13,300,000
|
$ |
15,400,000
|
||||
|
Total
held in trust account(2),
(3)
|
$ |
393,600,000
|
$ |
451,500,000
|
||||
|
%
of offering gross proceeds
|
98.4% | 98.2% | ||||||
|
Amount
|
Percent
of Net
Proceeds Not in Trust and Interest Income Earned on the Trust Account |
|||||||
|
Use
of net proceeds not held in the trust account of $225,000 and up
to $5.0
million of the interest income earned on the trust account that
may be
released to us to cover our working capital requirements(4)
|
||||||||
|
Payment
to Greenhill for office space, administrative and support services
(approximately $10,000 per month for up to two years)
|
$ |
240,000
|
4.6% | |||||
|
Working
capital to cover miscellaneous expenses (potentially including
deposits or
down payments for a proposed initial business combination, legal,
accounting and other expenses, including due diligence expenses and
reimbursement of out-of-pocket expenses incurred in connection
with the
investigation, structuring and negotiation of our initial business
combination, director and officer liability insurance premiums
and
reserves, legal and accounting fees relating to SEC reporting obligations,
brokers’ retainer fees, consulting fees and finder’s fees)
|
$ |
4,985,000
|
95.4% | |||||
|
Total
|
$ |
5,225,000
|
100.0% | |||||
|
(1)
|
Assumes
that 2,000,000 units will be sold through the directed unit program
described in this prospectus. No underwriting discounts or
commissions will be paid on such units. The amount of
underwriting discount held in the trust account, 3.5% of offering
gross
proceeds or approximately $13.3 million (or approximately $15.4
million if
the over-allotment option is exercised in full), will be paid to
Banc of
America Securities LLC upon consummation of the initial business
combination and will not be available to us. In the event that
we do not
consummate our initial business combination within the required
time
period, Banc of America Securities LLC will forfeit any right to
that
amount, which will be included in the liquidation distribution
to our
public stockholders.
|
|
(2)
|
A
portion of the offering expenses have been paid from an advance
we
received from Greenhill as described below. This advance (and any
accrued
interest thereon) will be repaid out of the proceeds of this offering
not
being placed in the trust account upon consummation of this
offering.
|
|
(3)
|
The
amount of net proceeds from this offering not held in the trust
account
will remain constant at $225,000 even if Banc of America Securities
LLC’s
over-allotment is exercised.
|
|
(4)
|
$5.0
million of interest income earned on the amounts held in the trust
account
will be available to us to pay for our working capital
requirements. If Banc of America Securities LLC determines that
the size of this offering should be increased or Banc of America
Securities LLC elects to exercise the over-allotment option, the
amount of
interest income earned on the trust account that can be released
to us to
fund our working capital will be increased proportionately. For
purposes of presentation, the full amount available to us is shown
as the
total amount of net proceeds available to us immediately following
the
offering.
|
|
Public
offering price
|
$ |
10.00
|
||||||
|
Net
tangible book value before this offering
|
$ |
0.02
|
||||||
|
Increase
attributable to new investors
|
$ |
6.93
|
||||||
|
Pro
forma net tangible book value after this offering
|
$ |
6.91
|
||||||
|
Dilution
to new investors
|
$ |
3.09
|
||||||
|
Shares
Purchased
|
Total
Consideration
|
Average
Price
|
||||||||||||||||||
|
Number
|
Percentage
|
Amount
|
Percentage
|
per
Share
|
||||||||||||||||
|
Founding
stockholder(1)
|
10,000,000
|
20.00 | % | $ |
25,000
|
.0063 | % | $ |
0.003
|
|||||||||||
|
New
investors
|
40,000,000
|
80.00 | % |
400,000,000
|
99.9938 | % |
10.00
|
|||||||||||||
|
Total
|
50,000,000
|
100.0 | % | $ |
400,025,000
|
100.0 | % | |||||||||||||
|
Numerator:
|
||||
|
Net
tangible book value before the offering and sale of the private
placement
warrants
|
(217,427 | ) | ||
|
Net
proceeds from this offering and sale of the private placement
warrants
|
380,525,000
|
|||
|
Offering
costs paid in advance and excluded from tangible book value before
this
offering
|
240,622
|
|||
|
Less: proceeds
held in trust account subject to conversion to cash
|
(118,079,990 | ) | ||
| $ |
262,468,205
|
|||
|
Denominator:
|
||||
|
Shares
of common stock outstanding prior to the offering
|
10,000,000
|
|||
|
Shares
of common stock included in the units offered in this
offering
|
40,000,000
|
|||
|
Less:
shares subject to conversion
|
(11,999,999 | ) | ||
|
38,000,001
|
||||
|
November
27, 2007
|
||||||||
|
Actual
|
As
Adjusted
|
|||||||
|
Deferred
underwriting discounts and commissions
|
$ |
—
|
$ |
13,300,000
|
||||
|
Common
stock, -0- and 11,999,999 shares which are subject to possible
conversion
at conversion value (1)
|
$ |
—
|
$ |
118,079,990
|
||||
|
Stockholder’s
equity:
|
||||||||
|
Preferred
stock, $0.0001 par value, 1,000,000 shares authorized; none issued
or
outstanding
|
$ |
—
|
$ |
—
|
||||
|
Common
stock, $0.001 par value, 200,000,000 shares authorized; 11,500,000
shares
issued and outstanding; 38,000,001 shares issued and outstanding
(excluding 11,999,999 shares subject to possible conversion), as
adjusted
|
$ |
11,500
|
$ |
38,000
|
||||
|
Additional
paid-in capital(2)
|
13,500
|
262,432,010
|
||||||
|
Accumulated
deficit
|
(1,805 | ) | (1,805 | ) | ||||
|
Total
stockholder’s equity
|
$ |
23,195
|
$ |
262,468,205
|
||||
|
Total
capitalization
|
$ |
23,195
|
$ |
393,848,195
|
||||
|
(1)
|
If
we consummate our initial business combination, the conversion
rights
afforded to our public stockholders may result in the conversion
into cash
of no more than 30% of the aggregate number of shares sold in this
offering (minus one share) at a per-share conversion price equal
to the
aggregate amount then on deposit in the trust account (initially
$9.84 per share (or approximately $9.82 per share if the
over-allotment option is exercised in full)), before payment of
deferred
underwriting discounts and commissions and including accrued interest,
net
of any income taxes due on such interest and net of franchise taxes,
which
income and franchise taxes, if any, shall be paid from the trust
account,
and net of interest income previously released to us for working
capital
requirements, as of two business days prior to the proposed consummation
of our initial business combination divided by the number of shares
sold
in this offering.
|
|
(2)
|
Excludes
$13.3 million payable to Banc of America Securities LLC for deferred
underwriting discounts and commissions from the funds to be placed
in a
trust account.
|
|
·
|
may
significantly reduce the equity interest of our
stockholders;
|
|
·
|
will
likely cause a change in control if a substantial number of our
shares of
common stock are issued, which may affect, among other things,
our ability
to use our net operating loss carry forwards, if any, and may also
result
in the resignation or removal of one or more of our current executive
officers and directors; and
|
|
·
|
may
adversely affect prevailing market prices for our common
stock.
|
|
·
|
default
and foreclosure on our assets if our operating revenues after a
business
combination were insufficient to pay our debt
obligations;
|
|
·
|
acceleration
of our obligations to repay the indebtedness even if we have made
all
principal and interest payments when due if the debt security contained
covenants that require the maintenance of certain financial ratios
or
reserves and any such covenant were breached without a waiver or
renegotiation of that covenant;
|
|
·
|
our
immediate payment of all principal and accrued interest, if any,
if the
debt security were payable on demand;
and
|
|
·
|
our
inability to obtain additional financing, if necessary, if the
debt
security contained covenants restricting our ability to do
so.
|
|
·
|
approximately
$240,000 of expenses in fees relating to our office space and certain
general and administrative
services;
|
|
·
|
approximately
$4,995,000 for general working capital that will be used for miscellaneous
expenses (potentially including deposits or down payments for a
proposed
initial business combination), legal, accounting and other expenses,
including due diligence expenses and reimbursement of out-of-pocket
expenses incurred in connection with the investigation, structuring
and
negotiation of our initial business combination, director and officer
liability insurance premiums and reserves, expenses of this offering
to
the extent they exceed the estimates shown in “Use of Proceeds,” legal and
accounting fees relating to SEC reporting obligations, brokers’ retainer
fees, consulting fees and finder’s
fees).
|
|
·
|
staffing
for financial, accounting and external reporting areas, including
segregation of duties;
|
|
·
|
reconciliation
of accounts;
|
|
·
|
proper
recording of expenses and liabilities in the period to which they
relate;
|
|
·
|
evidence
of internal review and approval of accounting
transactions;
|
|
·
|
documentation
of processes, assumptions and conclusions underlying significant
estimates; and
|
|
·
|
documentation
of accounting policies and
procedures.
|
|
·
|
Established,
Proven Track Records. We will generally pursue companies with a
history of strong operating and financial results. However, we
may acquire
a company undergoing a turnaround that demonstrates strong prospects
for
future growth.
|
|
·
|
Strong
Free Cash Flow Characteristics. We will pursue companies that
have a history of, or potential for, strong, stable free cash flow
generation. We will focus on companies that have or are expected
to build
predictable, recurring revenue streams and have low working capital
and
capital expenditure requirements.
|
|
·
|
Strong
Competitive Industry Position. We will pursue businesses that
operate within industries that have strong fundamentals. The factors
we
will consider include growth prospects, competitive dynamics, level
of
consolidation, need for capital investment and barriers to entry.
Within
these industries, we will focus on companies that have a leading
or niche
market position. We will analyze the strengths and weaknesses of
target
businesses relative to their competitors, focusing on product quality,
customer loyalty, cost impediments associated with customers switching
to
competitors, patent or other types of unique asset protection and
brand
positioning. We will pursue businesses that demonstrate advantages
when
compared to their competitors, which may help to protect their
market
position and develop or sustain profitability and deliver strong
free cash
flow.
|
|
·
|
Strong
and Experienced Management Team. We will pursue businesses that
either have strong, experienced management teams or those that
provide a
platform for us to assemble an effective and experienced management
team.
We believe the significant contacts of our management team and
Greenhill
may also help us to find executives and managers who can strengthen
the
businesses we may acquire. We will focus on management teams with
a proven
track record of delivering revenue growth, enhancing profitability
and
generating strong free cash flow.
|
|
·
|
Diversified
Customer and Supplier Base. We will pursue businesses that
have a diversified customer and supplier base. Companies with a
diversified customer and supplier base are generally better able
to endure
economic downturns, industry consolidation, changing business preferences
and other factors that may negatively impact their customers, suppliers
and competitors.
|
|
·
|
established,
proven track records;
|
|
·
|
strong
free cash flow characteristics;
|
|
·
|
strong
competitive industry position;
|
|
·
|
strong
and experienced management team;
and
|
|
·
|
diversified
customer and supplier base.
|
|
·
|
upon
the consummation of this offering, $393,600,000, or $451,500,000
if Banc
of America Securities LLC’s over-allotment option is exercised in full
(comprising (i) $385,600,000 of the net proceeds of this offering,
including approximately $13.3 million of deferred underwriting
discounts
and commissions (or $443,500,000 if Banc of America Securities
LLC’s
over-allotment option is exercised in full, including approximately
$15.4
million of deferred underwriting discounts and commissions) and
(ii) $8.0 million of the proceeds from the sale of the private
placement warrants) shall be placed into the trust
account;
|
|
·
|
prior
to the consummation of our initial business combination, we shall
submit
the initial business combination to our stockholders for
approval;
|
|
·
|
we
will consummate an initial business combination only if it has
a fair
market value equal to at least 80% of the amount held in trust
(excluding
deferred underwriting discounts and commissions of approximately
$13.3
million or approximately $15.4 million if Banc of America Securities
LLC’s
over-allotment option is exercised in
full);
|
|
·
|
we
may consummate our initial business combination only if (i) the
initial
business combination is approved by a majority of the shares of
common
stock voted by our public stockholders at a duly held stockholders
meeting, (ii) an amendment to our amended and restated certificate
of
incorporation to provide for our perpetual existence is approved
by
holders of a majority of our outstanding shares of common stock,
and (iii)
public stockholders owning no more than 30% of the shares (minus
one
share) sold in this offering have voted against the business combination
and exercise their conversion
rights;
|
|
·
|
if
a
proposed initial business combination is approved and consummated,
public
stockholders who exercised their conversion rights and voted against
the
initial business combination may convert their shares into cash
at the
conversion price on the closing date of such initial business
combination;
|
|
·
|
if
our initial business combination is not consummated within 24 months
of
the date of this prospectus, then our existence will terminate
and we will
distribute all amounts in the trust account (except for such amounts
as
are paid to creditors or reserved for payment to creditors in accordance
with Delaware General Corporation Law) and any net assets remaining
outside the trust account on a pro rata basis to all of our public
stockholders;
|
|
·
|
we
may not consummate any other business combination, merger, capital
stock
exchange, asset acquisition, stock purchase, reorganization or
similar
transaction prior to our initial business
combination;
|
|
·
|
prior
to our initial business combination, we may not issue additional
stock
that participates in any manner in the proceeds of the trust account,
or
that votes as a class with the common stock sold in this offering
on a
business combination;
|
|
·
|
our
audit committee shall monitor compliance on a quarterly basis with
the
terms of this offering and, if any noncompliance is identified,
the audit
committee is charged with the immediate responsibility to take
all action
necessary to rectify such noncompliance or otherwise cause compliance
with
the terms of this offering;
|
|
·
|
the
audit committee shall review and approve all payments made to our
officers, directors and our and their affiliates, other than the
payment
of an aggregate of $10,000 per month to Greenhill for office space,
secretarial and administrative services, and any payments made
to members
of our audit committee will be reviewed and approved by our board
of
directors, with any interested director abstaining from such review
and
approval; and
|
|
·
|
we
will not enter into our initial business combination with any entity
in
which our initial stockholder, any of our officers or directors
or their
affiliates has a material financial interest, nor will we acquire
any of
the portfolio companies owned by the Greenhill merchant banking
funds.
|
|
Terms
of Our Offering
|
Terms
Under a Rule 419 Offering
|
|||
|
Escrow
of offering proceeds
|
$393,600,000
of the proceeds of this offering and the private placement warrant
purchase including approximately $13.3 million in deferred underwriting
discounts and commissions, will be deposited into a trust account
at ,
maintained by American Stock Transfer & Trust Company.
|
$335,272,500
of the offering proceeds would be required to be deposited into
either an
escrow account with an insured depositary institution or in a separate
bank account established by a broker-dealer in which the broker-dealer
acts as trustee for persons having the beneficial interests in
the
account.
|
||
|
Investment
of net proceeds
|
The
$393,600,000 in trust will be invested only in treasury bills issued
by
the U.S. government having a maturity of 180 days or less or in
money
market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act.
|
Proceeds
could be invested only in specified securities such as a money
market fund
meeting conditions of the Investment Company Act or in securities
that are
direct obligations of, or obligations guaranteed as to principal
or
interest by, the U.S.
|
||
|
Receipt
of interest on escrowed funds
|
Interest
on proceeds from the trust account that may be paid to stockholders
in
connection with our initial business combination or our liquidation
is
reduced by (i) any taxes paid or due on the interest generated
and, only
after such taxes have been paid or funds sufficient to pay such
taxes have
been set aside, (ii) up to $5.0 million, subject to adjustment,
that can
be used for working capital purposes, and (iii) in the event of
our
liquidation for failure to consummate an initial business combination
within the allotted time, interest of up to $100,000 that may be
released
to us should we have no or insufficient working capital to fund
the costs
and expenses of our dissolution and liquidation.
|
Interest
on funds in escrow account would be held for the sole benefit of
investors, unless and only after the funds held in escrow were
released to
us in connection with the consummation of our initial business
combination.
|
||
|
Limitation
on fair value or net assets of target business
|
The
target business that we acquire in our initial business combination
must
have a fair market value equal to at least 80% of the balance in
the trust
account (excluding deferred underwriting discounts and commissions
of
approximately $13.3 million) at the time of the acquisition. If
we acquire
less than 100% of one or more target businesses in our initial
business
combination, the aggregate fair market value of the portion or
portions we
acquire must
|
We
would be restricted from acquiring a target business unless the
fair value
of such business or net assets to be acquired represents at least
80% of
the maximum offering proceeds.
|
||
| equal at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions as described above) at the time of such initial business combination. The fair market value of a portion of a target business will be calculated by multiplying the fair market value of the entire business by the percentage of the target business we acquire. | ||||
|
Trading
of securities issued
|
The
units will commence trading on or promptly after the date of this
prospectus. The common stock and warrants comprising the units
will begin
to trade separately on the 35th day following the date of this
prospectus
unless Banc of America Securities LLC informs us of its decision
to allow
earlier separate trading, subject to our having filed the current
report
on Form 8-K described below, and having issued a press release
announcing
when such separate trading will begin. In no event will separate
trading
of the common stock and warrants occur until we have filed with
the SEC a
current report on Form 8-K, which includes an audited balance sheet
reflecting our receipt of the gross proceeds of this offering,
and
financial information about any proceeds we receive from the exercise
of
the over-allotment option, if such option is exercised prior to
the filing
of the Form 8-K. For more information, please see “Description of
Securities—Units.”
|
No
trading of the units or the underlying common stock and warrants
would be
permitted until the completion of a business combination. During
this
period, the securities would be held in the escrow or trust
account.
|
||
|
Exercise
of the warrants
|
The
warrants cannot be exercised until the later of the completion
of our
initial business combination or one year from the date of this
prospectus
and, accordingly, will be exercised only after the trust account
has been
terminated and distributed.
|
The
warrants could be exercised prior to the completion of a business
combination, but securities received and cash paid in connection
with the
exercise would be deposited in the escrow or trust
account.
|
||
|
Election
to remain an investor
|
We
will give our stockholders the opportunity to vote on the initial
business
combination. In connection with seeking stockholder approval, we
will send
each stockholder a proxy statement containing information required
by the
SEC. A stockholder following the procedures described in this prospectus
is given the right to convert his or her shares for his or her
pro rata
share of the trust account before payment of deferred underwriting
commissions and discounts and including accrued interest, net of
income
taxes payable on such interest, net of
|
A
prospectus containing information required by the SEC would be
filed as
part of a post-effective amendment to the original registration
statement
filed in connection with the offering and would be sent to each
investor.
Each investor would be given the opportunity to notify the company,
in
writing, within a period of no less than 20 business days and no
more than
45 business days from the effective date of the post-effective
amendment,
to decide whether he or she elects to remain a shareholder of the
company
or require the return of his or her investment. If the company
has not
|
||
| franchise taxes and net of interest previously released to us to fund our working capital requirements. However, a stockholder who does not follow these procedures or a stockholder who does not take any action would not be entitled to the return of any funds. | received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued. | |||
|
Business
combination deadline
|
Pursuant
to our amended and restated certificate of incorporation, which
will be in
effect upon consummation of this offering, our corporate existence
will
cease 24 months after the date of this prospectus except for the
purposes
of winding up our affairs and we will liquidate. However, if we
complete
an initial business combination within this time period, we will
amend
this provision to allow for our perpetual existence following such
business combination.
If
we are unable to complete a business combination by 24 months from
the date of this prospectus, our existence will automatically terminate
and as promptly as practicable thereafter the trustee will commence
liquidating the investments constituting the trust account and
distribute
the proceeds to our public stockholders, including any interest
earned on
the trust account not used to cover liquidation expenses, net of
income
taxes payable on such interest, net of franchise taxes and after
distribution to us of interest income on the trust account balance
as
described in this prospectus.
|
If
an acquisition has not been consummated within 18 months after
the
effective date of the company’s initial registration statement, funds held
in the trust or escrow account would be returned to
investors.
|
||
|
Release
of funds
|
Except
with respect to (i) interest income to pay taxes on interest income
earned
on the trust account balance and (ii) interest income earned of up to
$5.0 million, subject to adjustment, on the balance in the trust
account
to be released to us to fund working capital requirements, proceeds
held
in the trust account will not be released to us until the earlier
of the
completion of our initial business combination or our liquidation
upon our
failure to effect our initial business combination within the allotted
time.
|
The
proceeds held in the escrow account would not be released until
the
earlier of the completion of a business combination or the failure
to
effect a business combination within the allotted
time.
|
|
·
|
our
obligation to seek stockholder approval of our initial business
combination or obtain necessary financial information may delay
the
completion of a transaction;
|
|
·
|
our
obligation to convert into cash shares of common stock held by
our public
stockholders who vote against the initial business combination
and
exercise their conversion rights may reduce the resources available
to us
for an initial business
combination;
|
|
·
|
our
outstanding warrants and the future dilution they potentially represent
may not be viewed favorably by certain target businesses;
and
|
|
·
|
the
requirement to acquire an operating business that has a fair market
value
equal to at least 80% of the balance of the trust account at the
time of
the acquisition (excluding deferred underwriting discounts and
commissions
of approximately $13.3 million (or approximately $15.4 million
if the
over-allotment option is exercised in full)) could require us to
acquire
the assets of several operating businesses at the same time, all
of which
sales would be contingent on the closings of the other sales, which
could
make it more difficult to consummate the business
combination.
|
|
Name
|
Age
|
Position
|
|||
|
Scott
L. Bok
|
48
|
Chairman
of the Board of Directors; Chief Executive Officer
|
|||
|
Robert
H. Niehaus
|
52
|
Director;
Senior Vice President
|
|||
|
John
D. Liu
|
39
|
Director;
Chief Financial Officer
|
|||
|
Director
|
|||||
|
Director
|
|||||
|
Director
|
|||||
|
Director
|
|
·
|
meeting
with our management periodically to consider the adequacy of our
internal
control over financial reporting and the objectivity of our financial
reporting;
|
|
·
|
appointing
the independent registered public accounting firm, determining
the
compensation of the independent registered public accounting firm
and
pre-approving the engagement of the independent registered public
accounting firm for audit and non-audit
services;
|
|
·
|
overseeing
the independent registered public accounting firm, including reviewing
independence and quality control procedures and experience and
qualifications of audit personnel that are providing us audit
services;
|
|
·
|
meeting
with the independent registered public accounting firm and reviewing
the
scope and significant findings of the audits performed by them,
and
meeting with management and internal financial personnel regarding
these
matters;
|
|
·
|
reviewing
our financing plans, the adequacy and sufficiency of our financial
and
accounting controls, practices and procedures, the activities and
recommendations of the auditors and our reporting policies and
practices,
and reporting recommendations to our full board of directors for
approval;
|
|
·
|
establishing
procedures for the receipt, retention and treatment of complaints
regarding internal accounting controls or auditing matters and
the
confidential, anonymous submissions by employees of concerns regarding
questionable accounting or auditing
matters;
|
|
·
|
following
the completion of this offering, preparing the report required
by the
rules of the SEC to be included in our annual proxy
statement;
|
|
·
|
monitoring
compliance on a quarterly basis with the terms of this offering
and, if
any noncompliance is identified, immediately taking all action
necessary
to rectify such noncompliance or otherwise causing compliance with
the
terms of this offering; and
|
|
·
|
reviewing
and approving all payments made to our initial stockholder, officers,
directors and affiliates, including Greenhill, other than the payment
of
an aggregate of $10,000 per month to Greenhill for office space,
secretarial and administrative services. Any payments made to members
of
our audit committee will be reviewed and approved by our board
of
directors, with the interested director or directors abstaining
from such
review and approval.
|
|
·
|
recommending
qualified candidates for election to our board of
directors;
|
|
·
|
evaluating
and reviewing the performance of existing
directors;
|
|
·
|
making
recommendations to our board of directors regarding governance
matters,
including our certificate of incorporation, bylaws and charters
of our
committees; and
|
|
·
|
developing
and recommending to our board of directors governance and nominating
guidelines and principles applicable to
us.
|
|
·
|
whether
the candidate is independent pursuant to the requirements of the
American
Stock Exchange;
|
|
·
|
whether
the candidate is accomplished in his or her field and has a reputation,
both personally and professionally, that is consistent with our
image and
reputation;
|
|
·
|
whether
the candidate has the ability to read and understand basic financial
statements, and, if applicable, whether the candidate satisfies
the
criteria for being an “audit committee financial expert,” as defined by
the Securities and Exchange
Commission;
|
|
·
|
whether
the candidate has relevant experience and expertise and would be
able to
provide insights and practical wisdom based upon that experience
and
expertise;
|
|
·
|
whether
the candidate has knowledge of our company and issues affecting
us;
|
|
·
|
whether
the candidate is committed to enhancing stockholder
value;
|
|
·
|
whether
the candidate fully understands, or has the capacity to fully understand,
the legal responsibilities of a director and the governance processes
of a
public company;
|
|
·
|
whether
the candidate is of high moral and ethical character and would
be willing
to apply sound, objective and independent business judgment and
to assume
broad fiduciary responsibility;
|
|
·
|
whether
the candidate would be willing to commit the required hours necessary
to
discharge the duties of board of directors
membership;
|
|
·
|
whether
the candidate has any prohibitive interlocking relationships or
conflicts
of interest; and
|
|
·
|
whether
the candidate is able to develop a good working relationship with
other
board of directors’ members and contribute to our board of directors’
working relationship with our senior
management.
|
|
·
|
Messrs.
Bok, Niehaus and Liu are not independent from Greenhill, have other
responsibilities (including strategic investment and merchant banking
responsibilities) within Greenhill and have an economic interest
in the
success of Greenhill separate and apart from their economic interest
in
our company. Mr. Bok, Mr. Niehaus and Mr. Liu will concurrently
work for
and receive compensation relating to financial advisory services
and
merchant banking or other activities at Greenhill. While their
indirect
equity interests in our company, together with any direct equity
interests
in our company resulting from any purchases they may make, may
motivate
them to benefit the company, the compensation from financial advisory
services or other Greenhill activities and investments may motivate
them
to serve the interests of Greenhill’s advisory business and its clients,
Greenhill’s merchant banking funds or other Greenhill
businesses. In addition, each of Messrs. Bok, Niehaus and Liu
have a duty to present all business combination opportunities within
the
lines of business in which Greenhill is engaged (financial advisory
services and merchant banking) to Greenhill, and Messrs. Bok and
Niehaus
are directors of, and have fiduciary duties to, companies in which
Greenhill funds have invested, which may result in conflicts with
our
interests.
|
|
·
|
Conflicts
related to the allocation of potential business opportunities to
us will
be considered and resolved on a case by case and discretionary
basis by
Greenhill, in consultation with Messrs. Bok, Niehaus and Liu. While
this
process will consider our company’s interests, you should assume that
conflicts will be resolved in a manner determined to be in the
overall
best interests of Greenhill including its various businesses and
relationships. Accordingly, you should be aware that conflicts
will not
necessarily be resolved in favor of our company’s
interests.
|
|
·
|
The
founder’s units, private placement warrants and any additional securities
owned by Greenhill and our directors will be released from certain
transfer restrictions only if a business combination is successfully
completed, and any warrants which our officers and directors may
purchase
in this offering or in the aftermarket will expire worthless if
a business
combination is not consummated. For the foregoing reason, our board
may have a conflict of interest in determining whether it is appropriate
for us to effect a business combination with a particular target
business.
|
|
·
|
Greenhill
and our officers and directors may purchase shares of common stock
and
warrants as part of this offering, pursuant to the directed unit
program
or otherwise, or in the open market from time to time. If they
do so, they
have agreed to vote such shares in favor of our initial business
combination.
|
|
·
|
Greenhill
has no fiduciary obligations to us. Therefore, it has no obligation
to
present business opportunities to us at all and will only do so
if it
believes it will not violate its other fiduciary
obligations.
|
|
·
|
Clients
of Greenhill’s financial advisory business may compete with us for
investment opportunities meeting our initial business combination
objectives. If Greenhill is engaged to act for any such clients,
you
should assume that we will be precluded from pursuing opportunities
suitable for such client. In addition, investment ideas generated
within
Greenhill, including by Mr. Bok, Mr. Niehaus and Mr.
|
|
|
Liu,
may be suitable for both us and for an investment banking client
of
Greenhill or a current or future fund advised by a Greenhill
entity and
may be directed to such client or fund rather than to us. Greenhill’s
advisory business may also be engaged to advise the seller
of a company,
business or assets that would qualify as an investment opportunity
for us.
In such cases, you should assume that we will be precluded
from
participating in the sale process or from purchasing the company,
business
or assets. If, however, we are permitted to pursue the opportunity,
Greenhill’s interests or its obligations to the seller will diverge from
our interests.
|
|
·
|
Greenhill
currently operates merchant banking businesses in the United States
and
Europe. Funds advised by Greenhill Capital Partners make equity
and equity-related investments in middle-market companies located
primarily in North America and the United Kingdom. Such funds generally
make controlling or influential minority investments that do not
exceed
$220 million in companies with enterprise values of $50 to $500
million.
Funds advised by Greenhill Venture Partners make early growth stage
private equity and equity-related investments primarily in companies
that
offer technology-enabled services or business information services
in the
Greater Tri-State Area, which encompasses the region from Eastern
Pennsylvania to Northern Connecticut. The fair market value of
the businesses in which the funds advised by Greenhill Venture
Partners
invest is generally so low as to make it highly improbable that
a conflict
of interest would arise. Similarly, we believe that Greenhill’s
other merchant banking funds generally target transactions of a
smaller
size that would not be suitable for our initial business combination
and
we understand that the largest equity investment made by the Greenhill
merchant banking funds in a single portfolio company, to date,
was
approximately $78 million. However, if we were to pursue multiple
simultaneous targets for our initial business combination, we might
compete with Greenhill’s merchant banking funds for one or more of such
targets. In addition, if Greenhill’s merchant banking funds were to
participate in a transaction with other investors in the acquisition
of a
larger target, such group of investors, including Greenhill’s fund or
funds, may be in direct competition with us for a possible target
for our
initial business combination.
|
|
·
|
Neither
Greenhill nor members of our management or directors who are also
employed
by Greenhill have any obligation to present us with any opportunity
for a
potential business combination of which they become aware. Greenhill
and/or our management or directors, in their capacities as officers
or
managing directors of Greenhill or in their other endeavors, may
choose to
present potential business combinations to the related entities
described
above, current or future funds or third parties, including clients
of
Greenhill, before they present such opportunities to us. As a result,
you
should assume that to the extent any member of our management or
any of
our directors employed by Greenhill locates a business opportunity
equally
suitable for us and another entity to which such person has a fiduciary
obligation or pre-existing contractual obligation to present such
opportunity, he will first give the opportunity to such other entity
or
entities, and he will only give such opportunity to us to the extent
such
other entity or entities reject or are unable to pursue such opportunity.
In addition, our independent directors may have fiduciary duties
or
pre-existing contractual obligations that prevent them from presenting
otherwise suitable target businesses to us. Our independent directors
are
under no obligation to present opportunities of which they become
aware to
us, unless such opportunity was expressly offered to the independent
director solely in his capacity as a director of our
company.
|
|
·
|
Members
of our management team are not required to commit their full time
to our
affairs and, accordingly, they will have conflicts of interest
in
allocating management time among various business
activities.
|
|
·
|
Although
Greenhill and each of Messrs. Bok, Niehaus and Liu have entered
into
non-compete agreements with us providing that until the earlier
of the
filing by us of a current report on Form 8-K with the SEC announcing
the
execution of a definitive agreement for our initial business combination,
or our liquidation, neither Greenhill nor any of Messrs. Bok, Niehaus
and
Liu will become a sponsor, promoter, officer or director of any
other
blank check company, our other directors or officers may in the
future
become affiliated with any other blank check company, or engaged
in
business activities similar to those we intend to
conduct.
|
|
·
|
Since
Messrs. Bok, Niehaus and Liu as well as all of the managing directors
of Greenhill available to us have an ownership interest in Greenhill
and consequently an indirect ownership interest in us, they may
have a
conflict of interest in determining whether a particular target
business
is appropriate for us and our stockholders. This ownership interest
may
influence their motivation in identifying and selecting a target
business
and timely completing an initial business combination. The exercise of
discretion by our officers and directors in identifying and selecting
one
or more suitable target businesses may result in a conflict of
interest
when determining whether the terms, conditions and timing of a
particular
business combination are appropriate and in our stockholders’ best
interest.
|
|
·
|
Unless
we consummate our initial business combination, our initial stockholder,
officers and directors and Greenhill and its employees will not
receive reimbursement for any out-of-pocket expenses incurred by
them to
the extent that such expenses exceed the amount of available proceeds
not
deposited in the trust account and the amount of interest income
from the
trust account that may be released to us as working capital. These
amounts
were calculated based on management’s estimates of the funds needed to
finance our operations for 24 months and to pay expenses in identifying
and consummating our initial business combination. Those estimates
may
prove to be inaccurate, especially if a portion of the available
proceeds
is used to make a down payment in connection with our initial business
combination or pay exclusivity or similar fees or if we expend
a
significant portion in pursuit of an initial business combination
that is
not consummated. Our initial stockholder, executive officers and
directors
may, as part of any business combination, negotiate the repayment
of some
or all of any such expenses. The financial interest of our initial
stockholder, executive officers, directors or Greenhill or its
affiliates
could influence our officers’ and directors’ motivation in selecting a
target business, and therefore they may have a conflict of interest
when
determining whether a particular business combination is in the
stockholders’ best interest. Specifically, our executive officers and
directors may tend to favor potential initial business combinations
with
target businesses that offer to reimburse any expenses that we
did not
have the funds to reimburse
ourselves.
|
|
·
|
Our
executive officers and directors may have a conflict of interest
with
respect to evaluating a particular initial business combination
if the
retention or resignation of any such executive officers and directors
were
included by a target business as a condition to any agreement with
respect
to an initial business combination.
|
|
·
|
each
beneficial owner of more than 5% of our outstanding shares of common
stock;
|
|
·
|
each
of our executive officers and directors;
and
|
|
·
|
all
our executive officers and directors as a
group.
|
|
Approximate
Percentage of
Outstanding Common Stock |
||||||||||||
|
Name
and Address of Beneficial Owner (1)
|
Amount
and
Nature of Beneficial Ownership |
Before
Offering |
After
Offering (2) |
|||||||||
|
Greenhill
& Co., Inc. (3)
|
11,500,000
|
100.0 | % | 20.0 | % | |||||||
|
Scott
L. Bok (3)
|
||||||||||||
|
Robert
H. Niehaus (3)
|
||||||||||||
|
John
D. Liu (3)
|
||||||||||||
|
All
executive officers and directors as a group
(3 individuals)
|
||||||||||||
|
(1)
|
Unless
otherwise indicated, the business address of each of the individuals
is
300 Park Avenue, 23rd
Floor, New
York, New York 10022.
|
|
(2)
|
Assumes
the sale of 40,000,000 units in this offering, but not the exercise
of any
of the warrants included in the public units or exercise of Banc
of
America Securities LLC’s over-allotment
option.
|
|
(3)
|
Mr.
Bok is our Chairman and Chief Executive Officer and is the Co-Chief
Executive Officer and a managing director of Greenhill, our founding
stockholder. Mr. Niehaus is our Senior Vice President and is
Chairman of Greenhill Capital Partners and a managing director
of
Greenhill. Mr. Liu is our Chief Financial Officer and is
Co-Head of U.S. Mergers and Acquisitions, Chief Financial Officer,
and a
managing director of Greenhill.
|
|
·
|
that
the founder’s shares are subject to the transfer restrictions described
below;
|
|
·
|
to
vote the founder’s shares in the same manner as the majority of shares
cast by public stockholders in connection with the vote required
to
approve our initial business combination and to vote for a proposal
to
amend our certificate of incorporation to provide for our perpetual
existence; and
|
|
·
|
to
waive their rights to participate in any liquidation distribution
with
respect to the founder’s shares if we fail to consummate a business
combination.
|
|
·
|
the
founder’s warrants, including the common stock issuable upon exercise of
these warrants, are subject to the transfer restrictions described
below;
|
|
·
|
the
founder’s warrants will become exercisable after the consummation of our
initial business combination if and when (i) the last sales price
of our
common stock equals or exceeds $14.25 per share for any 20 trading
days
within any 30-trading day period beginning 90 days after such business
combination and (ii) there is an effective registration statement
covering
the shares of common stock issuable upon exercise of the warrants
contained in the units included in this
offering;
|
|
·
|
the
founder’s warrants will not be redeemable by us so long as they are held
by the initial stockholder or its permitted transferees;
and
|
|
·
|
the
founder’s warrants may be exercised by our initial stockholders or their
permitted transferees on a cashless
basis.
|
|
·
|
in
whole and not in part; at a price of $0.01 per
warrant;
|
|
·
|
upon
not less than 30 days’ prior written notice of redemption to each warrant
holder; and
|
|
·
|
if,
and only if, the reported last sale price of the common stock equals
or
exceeds $14.25 per share for any 20 trading days within a 30-trading
day period ending three business days before we send to the notice
of
redemption to the warrant holders,
|
|
·
|
are
subject to the transfer restrictions described
below;
|
|
·
|
the
founder’s warrants are not redeemable by us so long as they are held by
our initial stockholder or its permitted
transferees;
|
|
·
|
may
not be exercised unless and until (i) the last sale price of our
common
stock equals or exceeds $14.25 for any 20 days within any 30-trading
day
period beginning 90 days after our initial business combination
and (ii)
there is an effective registration statement covering the shares
of common
stock issuable upon exercise of the warrants contained in the units
included in this offering; and
|
|
·
|
may
be exercised at the option of the holder on a cashless
basis.
|
|
·
|
1%
of the total number of shares of common stock then outstanding,
which will
equal 500,000 shares immediately after this offering;
or
|
|
·
|
the
average weekly trading volume of the common stock during the four
calendar
weeks preceding the filing of a notice on Form 144 with respect
to the
sale.
|
|
·
|
stockholders
equity of at least $4.0 million;
|
|
·
|
total
market capitalization of at least $50.0
million;
|
|
·
|
aggregate
market value of publicly held shares of at least $15.0
million;
|
|
·
|
minimum
public distribution of at least 1,000,000 units with a minimum
of 400
public holders; and
|
|
·
|
a
minimum market price of $2.00 per
unit.
|
|
·
|
certain
financial institutions;
|
|
·
|
insurance
companies;
|
|
·
|
dealers
and certain traders in securities;
|
|
·
|
persons
holding our securities as part of a hedge, straddle, conversion
transaction or other integrated
transaction;
|
|
·
|
U.S.
persons whose functional currency for U.S. federal income tax purposes
is
not the U.S. dollar;
|
|
·
|
partnerships
or other entities classified as partnerships for U.S. federal income
tax
purposes;
|
|
·
|
persons
liable for the alternative minimum tax;
and
|
|
·
|
tax-exempt
organizations.
|
|
·
|
a
citizen or resident of the United
States;
|
|
·
|
a
corporation, or other entity taxable as a corporation, created
or
organized in, or under the laws of, the United States or any political
subdivision of the United States;
or
|
|
·
|
an
estate or trust the income of which is subject to U.S. federal
income
taxation regardless of its source.
|
|
·
|
the
gain is effectively connected with your conduct of a trade or business
within the United States (and, if an applicable income tax treaty
so
provides, is attributable to a U.S. permanent establishment maintained
by
you); or
|
|
·
|
we
are or have been a “United States real property holding corporation” for
U.S. federal income tax purposes and (assuming our stock and warrants
are
“regularly traded” within the meaning of the applicable Treasury
regulations) (i) you sell or dispose of common stock and you hold
or have
held, actually or constructively, more than 5% of our common stock
at any
time during the five-year period ending on the date of such sale
or
disposition or (ii) you sell or dispose of warrants and you hold
or have
held, actually or constructively, more than 5% of our warrants
at any time
during the five-year period ending on the date of such sale or
disposition.
|
|
•
|
receipt
and acceptance of the units by Banc of America Securities
LLC; and
|
|
•
|
the
Bank of America Securities LLC’s right to reject orders in whole or in
part.
|
|
|
Paid
by Us
|
|
||||||
|
Underwriting
Discount
|
|
No
Exercise
|
|
|
Full
Exercise
|
|
||
|
Per
Unit(1)
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
Total(2)
|
|
$
|
26,600,000
|
|
|
$
|
30,800,000
|
|
|
(1)
|
The
total underwriting discount as a percentage of the gross offering
proceeds
is equal to 7.0%. This amount excludes deferred underwriting discounts
and
commissions equal to 3.5% of the gross proceeds, or $13,300,000
($15,400,000 if Banc of America Securities LLC’s over-allotment option is
exercised in full), or $0.35 per unit, which will be deposited
in the
trust account and which Banc of America Securities LLC has agreed
to defer
until the consummation of our initial business combination. These
funds
will be released to Banc of America Securities LLC upon consummation
of
our initial business combination. If we do not consummate an initial
business combination, the deferred underwriting discounts and commissions
will not be paid to Banc of America Securities LLC and the full
amount
plus the retained interest thereon will be included in the amount
available to our public stockholders upon our liquidation.
|
|
|
(2)
|
Assumes
that 2,000,000 units will be sold through the directed unit program
described in this prospectus, for which no underwriting discounts
or
commissions will be paid to Banc of America Securities
LLC.
|
|
|
•
|
stabilizing
transactions;
|
|
|
•
|
short
sales;
|
|
|
•
|
syndicate
covering transactions;
|
|
|
•
|
imposition
of penalty bids; and
|
|
|
•
|
purchases
to cover positions created by short
sales.
|
|
|
•
|
an
invitation or inducement to engage in investment activity (within
the
meaning of Section 21 of the Financial Services and Markets Act 2000
(the “FSMA”)) has only been communicated or caused to be communicated and
will only be communicated or caused to be communicated ) in connection
with the issue or sale of the securities in circumstances in which
Section 21(1) of the FSMA does not apply to
us; and
|
|
|
•
|
all
applicable provisions of the FSMA have been complied with and will
be
complied with, with respect to anything done in relation to the
securities
in, from or otherwise involving the United Kingdom.
|
|
Report
Of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance
Sheet
|
F-3
|
|
Statement
of Operations
|
F-4
|
|
Statement
of Stockholder’s Equity
|
F-5
|
|
Statement
of Cash Flows
|
F-6
|
|
Notes
to Financial Statements
|
F-7
|
|
ASSETS:
|
||||
|
Current
assets — cash
|
$184,478
|
|||
|
Deferred
offering costs
|
240,622
|
|||
|
Total
assets
|
$425,100
|
|||
|
LIABILITIES
AND STOCKHOLDER’S EQUITY
|
||||
|
Current
liabilities:
|
||||
|
Note
payable – stockholder
|
$250,000
|
|||
|
Due
to stockholder
|
631
|
|||
|
Accrued
expenses
|
1,274
|
|||
|
Accrued
offering costs
|
150,000
|
|||
|
Total
liabilities
|
401,905
|
|||
|
Commitments
|
—
|
|||
|
Stockholder’s
equity
|
||||
|
Preferred
stock, $0.0001 par value
|
||||
|
Authorized
1,000,000 shares
|
||||
|
None
issued and outstanding
|
—
|
|||
|
Common
stock, $0.001 par value
|
11,500
|
|||
|
Authorized
200,000,000 shares
|
||||
|
Issued
and outstanding 11,500,000 shares
|
||||
|
Additional
paid-in capital
|
13,500
|
|||
|
Deficit
accumulated during the development stage
|
(1,805 | ) | ||
|
Total
stockholder’s equity
|
23,195
|
|||
|
Total
liabilities and stockholder’s equity
|
$425,100
|
|||
|
Formation
costs
|
$1,274
|
|||
|
Interest
expense
|
531
|
|||
|
Net
loss
|
$(1,805 | ) | ||
|
Weighted
average shares outstanding — basic and diluted
|
11,500,000
|
|||
|
Net
Loss per share — basic and diluted
|
$(0.00 | ) |
|
Common
Stock
|
Additional
Paid-in |
Deficit
Accumulated During the Development |
Stockholder’s | |||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
|
Issuance
of units to Founder on November 13, 2007 at approximately $0.002
per
unit
|
11,500,000
|
$ |
11,500
|
$ |
13,500
|
$ |
—
|
$ |
25,000
|
|||||||||||
|
Net
loss during the development stage
|
—
|
—
|
—
|
(1,805 | ) | (1,805 | ) | |||||||||||||
|
Balance
at November 27, 2007
|
11,500,000
|
$ |
11,500
|
$ |
13,500
|
$ | (1,805 | ) | $ |
23,195
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
|
Net
loss
|
$(1,805 | ) | ||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||
|
Increase
in accrued expenses
|
1,274
|
|||
|
Increase
in accrued interest
|
531
|
|||
|
Net
cash used in operating activities
|
—
|
|||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||
|
Proceeds
from note payable – stockholder
|
250,000
|
|||
|
Proceeds
from stockholder
|
100
|
|||
|
Proceeds
from sale of units to Founder
|
25,000
|
|||
|
Deferred
offering costs
|
(90,622
|
) | ||
|
Net
cash provided by financing activities
|
184,478
|
|||
|
Net
Increase in cash
|
184,478
|
|||
|
Cash
at beginning of period
|
—
|
|||
|
Cash
at end of period
|
$184,478
|
|||
|
SUPPLEMENTAL
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
|
||||
|
Accrual
of deferred offering costs
|
$150,000
|
|||
|
SEC
registration fee
|
$ |
14,122
|
||
|
FINRA
filing fee
|
46,500
|
|||
|
American
Stock Exchange application and listing fees
|
70,000
|
|||
|
Trustee’s
fee
|
3,000
|
|||
|
Warrant
agent fee and closing costs (1)
|
5,000
|
|||
|
Accounting
fees and expenses
|
65,000
|
|||
|
Legal
fees and expenses
|
500,000
|
|||
|
Printing
and engraving expenses
|
100,000
|
|||
|
Miscellaneous
|
71,378
|
|||
|
Total
|
$ |
875,000
|
||
|
(1)
|
In
addition to the fees that are charged by American Stock Transfer &
Trust Company as trustee and warrant agent, the Registrant will
be
required to pay to American Stock Transfer & Trust Company aggregate
annual fees of $12,000 for acting as transfer agent of the Registrant’s
securities.
|
|
·
|
any
breach of the director’s duty of loyalty to us or our
stockholders;
|
|
·
|
any
act or omission not in good faith or that involves intentional
misconduct
or a knowing violation of law;
|
|
·
|
any
act related to unlawful stock repurchases, redemptions or other
distributions or payments of dividends;
or
|
|
·
|
any
transaction from which the director derived an improper personal
benefit.
|
|
·
|
we
may indemnify our directors, officers, and employees to the fullest
extent
permitted by the Delaware General Corporation Law, subject to limited
exceptions;
|
|
·
|
we
may advance expenses to our directors, officers and employees in
connection with a legal proceeding to the fullest extent permitted
by the
Delaware General Corporation Law, subject to limited exceptions;
and
|
|
·
|
the
rights provided in our bylaws are not
exclusive.
|
|
Exhibit
No. |
Description
|
|
1.1
|
Form
of Underwriting Agreement*
|
|
3.2
|
Form
of Amended and Restated Bylaws*
|
|
3.3
|
Form
of Amended and Restated Certificate of Incorporation*
|
|
4.1
|
Specimen
Unit Certificate*
|
|
4.2
|
Specimen
Common Stock Certificate*
|
|
4.3
|
Form
of Warrant Agreement between the Registrant and American Stock
Transfer
& Trust Company
|
|
4.4
|
Specimen
Warrant Certificate*
|
|
Exhibit
No. |
Description
|
|
5.1
|
Opinion
of Davis Polk & Wardwell*
|
|
10.1
|
Form
of Letter Agreement among the Registrant and Greenhill & Co.,
Inc.*
|
|
10.2
|
Form
of Letter Agreement between the Registrant and each of the directors
and
officers of the Registrant*
|
|
10.3
|
Founder’s
Securities Purchase Agreement, dated as of November 12, 2007, between
the
Registrant and Greenhill & Co., Inc.
|
|
10.4
|
Form
of Registration Rights Agreement between the Registrant, certain
members
of management of Greenhill & Co., Inc. and Greenhill & Co.,
Inc.*
|
|
10.5
|
Form
of Indemnity Agreement between the Registrant and each of its directors
and officers*
|
|
10.6
|
Form
of Investment Management Trust Agreement by and between the Registrant
and
American Stock Transfer & Trust Company*
|
|
10.7
|
Form
of Letter Agreement between Banc of America Securities LLC and
Greenhill
& Co., Inc.*
|
|
10.8
|
Promissory
Note issued by Registrant on November 19, 2007
|
|
10.9
|
Form
of Non-Compete Agreement between the Registrant, its executive
officers
and Greenhill & Co., Inc.*
|
|
10.10
|
Administrative
Services Letter Agreement, dated November 27, 2007 between the
Registrant
and Greenhill & Co., Inc.*
|
|
14
|
Form
of Code of Conduct and Ethics*
|
|
23.1
|
Consent
of Eisner LLP
|
|
23.2
|
Consent
of Davis Polk & Wardwell (included in Exhibit 5.1)*
|
|
24.1
|
Powers
of Attorney (included on signature page to this Registration
Statement)
|
|
99.1
|
Form
of Charter of Audit Committee*
|
|
99.2
|
Form
of Charter of Governance and Nominating
Committee*
|
|
GHL
ACQUISITION CORP.
|
|||
|
By:
|
/s/ Scott
L. Bok
|
||
|
Chairman
and Chief Executive Officer
|
|||
|
Signature
|
Title
|
Date
|
||
|
/s/
Scott L. Bok
|
||||
|
Scott
L. Bok
|
Chairman
and Chief Executive Officer
(Principal
Executive Officer)
|
November
29, 2007
|
||
|
/s/
Robert H. Niehaus
|
||||
|
Robert
H. Niehaus
|
Senior
Vice President and Director
|
November
29, 2007
|
||
|
/s/
John D. Liu
|
||||
|
John
D. Liu
|
Chief
Financial Officer
(Principal
Accounting and Financial Officer)
|
November
29, 2007
|