Trend Returns: Empeiria, A Blank Check IPO

Stocks are way up in the last couple of years and the IPO market is back to producing some of the usual companies you might expect.  Now there may even be a blank check IPO hitting the markets again.  A new outfit called Empeiria Acquisition Corp. Has filed to raise $100 million in a securities sale through Cohen & Company Capital Markets LLC.

Empeiria is a newly-organized blank check company ‘formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that we have not yet identified.’

The company is not limited to a particular industry, geographic region or minimum transaction value but it does look to focus its operating sectors on energy, transportation, food and industrial technology. It does not have any specific merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction under consideration. It also has not contacted any prospective target business or had any
discussions regarding a transaction. The company will have only 21 months from the date of this prospectus to consummate our initial business transaction.

Each unit will be sold at a purchase price of $10.00 per unit and consists of one share of common stock and one warrant to purchase one share of common stock. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50.

Empeiria’s sponsor has agreed to purchase an aggregate of 500,000 private placement units at a price of $10.00 per unit in a private placement.  It noted, “We have granted Cohen & Company Capital Markets, LLC, as the representative of the underwriters for this offering, a 45-day option to purchase up to 1,500,000 units (over and above the 10,000,000 units referred to above) solely to cover over-allotments, if any. We have also agreed to sell to Cohen & Company Capital Markets, LLC, for $100, as additional compensation, an option to purchase up to 1,000,000 units at $15.00 per unit.”

The company has applied to have its units, common stock and warrants quoted on the OTC Bulletin Board but no such tickers have been approved.

The company’s executive officers and directors have more than 75 years of collective experience and have spent the majority of their respective careers as private equity investors or as managers of private equity backed companies.

• Alan B. Menkes is CEO,
• James N. Mills is chairman of the board,
• Barry Brigman is a member of the board of directors,
• And Keith Oster is president.

Both Menkes and Oster worked together at The Carlyle Group and were
partners of Thomas Weisel Capital Partners and Empeiria Capital.

Jon C. Ogg