The SPAC Wire

Shine Media Acquisition Corp., a $41.4 million SPAC formed to acquire a Chinese media or advertising firm, instead struck a deal on May 8 to merge with a British Virgin Island company that owns a tree and plant supplier.

Shine Media will reincorporate in the British Virgin Islands under the name Green China Resources and will issue 30.8 million shares to acquire China Greenscape Co. The deal values China Greenscape at $173.1 million, based on Shine Media's closing share price on May 13. China Greenscape shareholders will receive a 78% stake in the combined company. They will also be eligible to receive another 21 million shares if the company meets certain net-income targets during the next five years.

China Greenscape controls Jiangsu Sunshine Zoology and Forestry Development Co. Jiangsu Sunshine provides trees and plants to China's cities and developing communities. The company's net income rose 30% to $17.8 million in 2007 from $13.7 million the previous year. Revenue rose 16% to $33.3 million.

Following the deal's close, there will be an exchange offer made to China Greenscape's preferred shareholders, including Chardan China Investments, which sunk $20 million into the company in 2007. The company will offer to cash in the preferred shares for $25 million and 6.5 million shares of Green China Resources' common stock, currently worth about $36.5 million.

The SPAC's warrants dropped nearly 18% to 65 cents the day the deal was announced. Its common stock remained mostly unmoved, closing at $5.64.

Filing: 8-K

Complete Energy Holdings, an operator of natural gas power plants in Southern California and Mississippi, agreed to a $1.3 billion merger on May 9 with the SPAC GSC Acquisition Corp.

GSC will issue $440 million in new shares to Complete Energy's owners, including investment firm TCW Group. GSC will also assume $627 million of net project-level debt, retire about $183 million in other debt, and issue a $50 million mezzanine note.

GSC could issue an additional 5 million shares to Complete Energy if its stock price reaches $14.50, and 5 million additional shares if its stock price reaches $15.50 within five years. Complete Energy management will receive about 36% of these shares.

GSC shareholders must approve the deal with no more than 20% voting against it. Large institutional holders in the SPAC have included frequent SPAC investors Fir Tree, HBK Investments, and Millennium Management.

Citi, which underwrote GSC's initial public offering, and UBS Investment Bank are serving as financial advisors to the SPAC, and J.P. Morgan Securities is advising Complete Energy.

News of the merger agreement pushed GSC shares up 10 cents to $9.32 on May 12. Its warrants jumped nearly 33% the same day to 57 cents. 
Filing: 8-K

Gmul Investment Co., an Israel-based investment firm, is planning to acquire a 30% stake in a new SPAC planning to list on the London Stock Exchange's AIM market.

The SPAC, Global Real Estate Services Corp., will seek to raise between $96 million and $120 million, according to Israeli business newspaper Globes.

A representative of AIM said that Global Real Estate has not issued a required 10-day notice informing the market of its intention to seek a quotation. The AIM representative could not provide details on the possible listing.
Source: News Article

JK Acquisition Corp., a $79.4 million SPAC, set May 16 as the record date to determine which shareholders are eligible to receive cash liquidated from the company's trust account.

The company said in a statement that it will return about $6.10 per share in its liquidation. JK said it would liquidate after failing to complete an acquisition of Multi-Shot, a natural gas drilling company.

JK has not yet set a date for the distribution, but said it expects it to be within 30 days. Shareholders eligible for the distribution must retain ownership of their shares until the date is set to receive the funds.

The SPAC also said that it asked to withdraw its stock from the American Stock Exchange since the company can't meet the exchange's listing requirements. JK intends to re-list on the OTC Bulletin Board.
Filing: 8-K

Ascend Acquisition Corp., a $41.4 million SPAC, called off its proposed merger with e.PAK Resources, a Hong Kong semiconductor company.

Ascend did not say why the acquisition was cancelled. The SPAC had a deadline of May 17 to complete the purchase.

Ascend said in a statement that it will liquidate about $40 million held in trust as soon as possible.
Source: Press Release

Shareholders of Oracle Healthcare Acquisition Corp., a $120 million SPAC, approved its plan to dissolve the company in a May 7 vote. Oracle will make distribution payments to shareholders the week of May 12.

An April proxy filing with the Securities and Exchange Commission estimated that shareholders would receive about $8.01 per share. Oracle's stock last closed on May 6 at $7.96.

The company had intended to acquire Precision Therapeutics, which produces a product that determines how cancers respond to particular treatments. Oracle called off the deal in March due to poor market conditions.

The SPAC has also filed with the SEC to terminate its registration.
Filing: 8-K

The SPAC Affinity Media International said it amended the terms of its deal to acquire Hotels At Home, a publisher of retail catalogues marketed to hotel guests. The new deal reduces the value of Affinity's cash-and-stock offer for Hotels At Home by about $2 million to $28.6 million. 

Affinity also said that its sponsors agreed to forfeit 625,000 shares of their stock, worth $3.72 million at Affinity's closing share price May 7.

And Affinity will pay a one-time distribution of $2.6 million in cash and 800,000 shares, currently worth $4.76 million, to shareholders of record as of June 16.

The new acquisition agreement reduces the number of Affinity Media shares payable to Hotels At Home's stockholders to 2.28 million from 2.46 million, and the amount of cash payable to $15 million instead of $16 million.

An earn-out provision was also changed, raising the profit goals that Hotels At Home will have to achieve for its shareholders to receive an additional 2.25 million shares. Hotels will now have to produce net income of $2.8 million in 2008, $3.3 million in 2009, and $3.9 million in 2010 to receive the earn-out. Previously, Hotels would only have to earn $2.5 million in 2008, $3 million in 2009, and $3.6 million in 2010.
Filing: 8-K

The former SPAC Platinum Energy Resources completed its acquisition of Maverick Engineering at the end of April. Platinum had previously merged with Tandem Energy Holdings in October. The company acquired Maverick for a total consideration of $11 million, with $6 million in cash upfront and $5 million to be paid out over the next six years based on operating performance. Maverick CEO Robert Kovar is now Platinum's chief operating officer.
Source: 8-K

Granahan McCourt Acquisition Corp. agreed to purchase antenna developer Pro Brand International for $75 million in cash and stock on April 30.

Granahan, which raised $90 million in its October 2006 IPO, will pay $55 million in cash and $20 million in stock plus an earn-out provision for meeting performance goals through 2010.

Georgia-based Pro Brand designs and develops antennas and other products for the satellite industry. In 2007, the company had $132 million in revenue and $8.7 million in net income.

Granahan has until Oct. 24 to complete a business combination since recently extending its deadline by six months. The company expects to complete its merger in the third or fourth quarter.
Filing: 8-K

An executive with former SPAC Asia Automotive Acquisition Corp. recently formed a new $30 million blank check company focused on China.

Chardan Capital Markets and Maxim Group are planning to underwrite the offering of China Fundamental Acquisition Corp.

The SPAC will offer 3.75 million units for $8 each. Each unit will consist of one common share and one warrant to purchase a share for $5.

China Fundamental's chief executive Chun Yi Hao is also president of the China operations of Asia Automotive, a $40.25 million SPAC that merged with Hunan Tongxin Enterprise Co. on April 23.
Filing: F-1

A proposed acquisition of Asia Leader Investments by the $115 million SPAC Shanghai Century Acquisition Corp. was rejected by shareholders in a vote held April 28.

Shanghai Century will liquidate its trust fund.

The merger was a last ditch effort to complete a deal by the SPAC, which terminated a previous merger agreement with Sichuan Kelun Pharmaceutical Co. That deal was called off because a lengthy Chinese government approval process jeopardized the SPAC's ability to complete the acquisition before its merger deadline.

Asia Leader owns 67% of specialized financial leasing company New Goal International.
Filing: 8-K

Shareholders of Community Bankers Acquisition Corp. will have almost a full month more to consider its proposed mergers with TransCommunity Financial Corp. and BOE Financial Services of Virginia. Community Bankers postponed its April 24 shareholder vote until May 20.

The combinations were previously resisted by institutional shareholders of TransCommunity and BOE but investors later stated publicly that they no longer opposed the transactions.

Community Bankers, a $60 million SPAC, has until June 5 under its charter to complete the acquisitions or return about $58 million held in trust to shareholders.
Filing: 8-K

Shareholders of Global Services Partners Acquisition Corp. voted against the $34 million SPAC's planned acquisition of video gaming company SouthPeak Interactive, but the two companies still plan to combine in May.

More than 20% of Global Services' Class B shareholders vetoed the proposed merger in an April 25 vote. Class B shares were cancelled the same day, the company said in a statement. Global Services said its trust fund will be liquidated. The former Class B shareholders will receive about $5.36 a share.

Global Services and SouthPeak said they still intend to merge in May. The two companies said they also plan an institutional fundraising that will value SouthPeak at $35 million and result in the issuing of 35 million shares to SouthPeak shareholders. After the transaction, Global Services will change its name to SouthPeak Interactive Corp. and SouthPeak's management, Terry Phillips and Melanie Mroz, will run the newly combined company.

The move is similar to the SPAC Phoenix India Acquisition Corp.'s plan to liquidate its trust, acquire Citius Power Limited, and issue a $45 million PIPE. Phoenix was unable to complete a previously planned acquisition by the deadline mandated in its charter as a SPAC.

Global Services' board has approved the new plan, but it is subject to certain closing conditions. The company said it expects those conditions to be satisfied within two weeks.
Sources: RW, Press Release

MBF Healthcare Acquisition Corp., a $173 million SPAC, amended its purchase agreement with Critical Homecare Solutions Holdings and the health care company's private equity owner Kohlberg Investors V.

Changes to the original Feb. 6 agreement include the issuance of an additional 4,000 convertible preferred shares by Critical Homecare to certain of its shareholders, and plans to include the shares in the outstanding capital stock of the company to be acquired by MBF.

Critical Homecare will also appoint a designee of Kohlberg to the board of MBF rather than nominate a designee for election as was previously contemplated.
Filing: 8-K

Satellite-television provider DirecTV Group struck a deal to buy 180 Connect, a former SPAC.

DirecTV will pay about $45.9 million for the Englewood, Colo.-based company, or $1.80 for each share of 180 Connect. The transaction is expected to close in September.

The purchase price is an 80% premium compared to 180 Connect's closing price the day before the merger deal was announced, April 17. Its shares jumped 69% on April 18 to close at $1.69. 180 Connect closed April 25 at $1.74.

By acquiring 180 Connect, DirecTV will gain control of one of its largest installation and home-service providers in 45 U.S. market locations. DirecTV said it has previously outsourced all its installation-service operations through 13 home-service provider companies.

In a separate deal expected to close in the fall, Blue Bell, Pa.-based Unitek USA LLC will acquire 180 Connect's cable-television installation services in exchange for Unitek's satellite-television installation business in New York City, Burbank, Calif., and Bloomington, Calif.

180 Connect merged with the $54 million SPAC Ad.Venture Partners in August for $115 million.
Filing: 8-K

Granahan McCourt Acquisition Corp., a $90 million SPAC, will have six more months to complete an acquisition based on conditions in its certificate of incorporation.

The company now has until Oct. 24 to complete a deal, it said in a filing with the Securities and Exchange Commission. Granahan has said it expects to announce a definitive agreement for a business combination shortly.

The company said in registration documents that it plans to acquire a company in the telecommunications or media industries.
Filing: 8-K

Shareholders of Affinity Media International, a $19 million SPAC, will vote on its proposed acquisition of Hotels At Home on May 28. Hotels At Homes is a publisher of retailer catalogues marketed to hotel guests.

If holders of more than 862,098 Affinity Media shares, or 27.3% of its stock, vote against the acquisition and exercise conversion rights, Affinity can't complete the merger. Shareholders of record as of April 29 will be eligible to participate in the vote.

Filing: 8-K

Shareholders of Phoenix India Acquisition Corp. approved the SPAC's plan to continue its corporate existence past liquidation in a vote held April 8.

Trust distributions were made April 22, according to the company. Phoenix had about $58 million in trust, according to its latest annual filing.

Unable to secure a merger by its April 5 deadline, the company decided liquidation was inevitable, but that it would seek permission from shareholders not to disband after returning the trust cash.

Phoenix now plans to complete what is essentially a shell reverse merger by acquiring a 65% stake in Indian wind energy company Citius Power Limited after raising the capital needed for the deal through a $45 million private placement.
Filing: 8-K

Grubb & Ellis Realty Advisors has stopped filing with the Securities and Exchange Commission.

The $144 million SPAC returned about $6.09 per share to stockholders last week and ceased trading.

The SPAC's plan to acquire several properties from its sponsor Grubb & Ellis Co. was vetoed by shareholders on Feb. 28, forcing the liquidation.
Filing: Form 15

Investment firm Angelo, Gordon & Co. is sponsoring the new $300 million SPAC Angelo, Gordon Acquisition Corp.

The SPAC, to be underwritten by J.P. Morgan Securities, has not targeted any specific region or industry for an acquisition.

Angelo, Gordon will offer 30 million $10 units, each comprised of one common share and three-quarters of a warrant to buy a share for $7.50.

Offering less than 100% warrant coverage has been a recently emerging trend among SPACs. The structure is meant to reduce dilution from the exercise of warrants and make a business combination more likely.

Another new SPAC, Liberty Lane Acquisition Corp., to be underwritten by Goldman Sachs & Co., plans to offer a half-warrant structure.

It is unclear, however, if prospective investors in SPAC IPOs will accept lower warrant coverage and if such structures will gain wide-spread traction.
Filing: S-1