Company also raises $2.45 million by privately placing warrants
By Angela McDaniels
Tacoma, Wash., March 26 - BGS Acquisition Corp. closed its initial public offering of units on March 26, raising $40 million. Separately, the company sold 3,266,667 warrants in two private placements for $2.45 million.
The IPO priced on March 20 with a $6 million over-allotment option, according to a 6-K filing with the Securities and Exchange Commission.
The company sold 4 million units of one ordinary share and one warrant at $10.00 per unit. Each warrant is exercisable at $10.00 for five years.
PrinceRidge Group is the representative of the underwriters, with Mitsubishi UFJ Securities, Chardan Capital Markets, LLC and Aegis Capital Corp. assisting.
To the extent that the underwriters do not exercise the greenshoe, company chairman Julio Gutierrez will return to the company for cancellation, at no cost, a number of ordinary shares he owned prior to the IPO determined by multiplying 200,000 by the quotient of (a) 600,000 minus the number of shares purchased by the underwriters through the greenshoe and (b) 600,000.
Private placements
The price for the warrants sold in the private placements was $0.75. Each warrant is exercisable at $10.00 for five years.
PrinceRidge Group purchased 266,667 of the warrants.
The proceeds of the IPO and the placement will be used for working capital requirements.
A $40.6 million portion of the proceeds was placed into a trust account and will be released upon the earlier of the company's (a) consummation of an initial business combination, (b) the redemption of the shares held by public shareholders sold in the IPO if the company is unable to consummate a business combination by June 26, 2013 (or by Sept. 26, 2013, if the company has entered into a definitive agreement with a target business by June 26, 2013) or (c) liquidation if no redemption occurs.
BGS is a blank check company based in Buenos Aires.
| Issuer: | BGS Acquisition Corp.
|
| Issue: | Public offering of units, private placements of warrants
|
| Amount: | $42.45 million
|
| Pricing date: | March 20
|
| Settlement date: | March 26
|
|
|
| Public offering
|
| Issue: | Units of one ordinary share and one warrant
|
| Amount: | $40 million
|
| Greenshoe: | $6 million
|
| Units: | 4 million
|
| Price: | $10.00
|
| Warrants: | One warrant per unit
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $10.00
|
| Underwriters: | PrinceRidge Group LLC (lead), Mitsubishi UFJ Securities, Chardan Capital Markets, LLC and Aegis Capital Corp.
|
|
|
| Private placements
|
| Issue: | Warrants
|
| Amount: | $2.45 million
|
| Warrants: | 3,266,667
|
| Price: | $0.75
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $10.00
|
| Investor: | PrinceRidge Group LLC (for 266,667 warrants)
|
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