BPW Acquisition Co. (AMEX: BPW) shareholders overwhelmingly approved the SPAC’s deal to merge with Talbots (NYSE: TLB) with a 91% approval. The SPAC’s warrants traded up, to about $1.40, and common shares remained above trust at the close of trading Wednesday. However, BPW is not yet out of the woods: its deal also hinges on a warrant holder conversion vote. The SPAC is has amended its warrants so that only half of them would need to agree to a restructuring, instead of 90 percent.

Hambrecht Asia Acquisition Co. (OTC: HMAQF) now has a deal to buy LCD maker Guanke (Fujian) Electron Technological Industry Co. and the SPAC seeks to now extend its deal deadline. Despite having little volume recently, the SPAC’s management is committed to completing its deal and SPACupdate.com anticipates the blank check’s deadline delay will be approved, paving the way for a lengthy buybacks campaign. The SPAC’s warrants traded up immediately, to $0.55.

BBV Vietnam SEA Acquisition Co. (OTC: BBVVF) has been besieged by shareholders intent on buying up shares to withhold from the SPAC until it agrees to buybacks. Victory Park Capital Advisors, a hedge fund that has typically worked with SPACs to sell shares back above trust value, took a stake in the blank check; its warrants have seen value slide as nervous investors have begun dumping their positions. BBV warrants were recently being offered in the $0.16 range. In 2009, BBV announced plans to buy Migami Inc., which sells cosmetic products and licenses drug-delivery systems and technologies to pharmaceutical companies.

Both Western Liberty Bancorp (AMEX: WLBC) and Ultimate Escapes Inc. (OTC: ULEI) announced exchanges would be de-listing them. Western Liberty, which has a re-scheduled vote date to bring public a portion of its initial target, will try to appeal the exchange’s final decision, but Ultimate Escapes is already trading Over-The-Counter.

China Fundamental Acquisition Co. (OTC: CFQCF) completed its deal to bring public Beijing Wowjoint Machinery Co. Ltd.; since then, the SPAC’s shares have faltered, slightly losing value.

While the US SPAC pipeline remains clogged, in Korea, blank checks are being welcomed there by investors. Mirae Asset Securities, Hyundai Securities, Tong Yang Investment Bank and Daewoo Securities are all in the process of having SPACs listed on the Korean Stock Exchange. Most of the SPACs are about $20 million in size, aside from Daewoo’s, worth about $75 million.

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Warrants in Atlas Acquisition Co. (AMEX: AXG) have slid lately as the SPAC’s deal deadline approaches. Shareholders supporting the deal point toward lingering unemployment as a signal that Select Staffing, the temp worker service Atlas plans to buy, will trade well post-close. Also, Federated Investors is backing the deal. Whether or not hedge funds can kill the deal remains to be seen; the SPAC has not yet announced any buyback plans. Atlas’ deal vote also comes Friday.

Foreign investors have given rise to SPACs overseas, also, and they look very familiar to their American predecessors. On the Frankfurt Stock Exchange, Helikos SE (HIT, HIT1) shares and warrants have not traded well in the days since the SPAC began listing 25 million units. The €200 million ($272 million) SPAC has 24 to 30 months to wrap up a merger with a German company and engage at least 65% of its shareholders or they will be redeemed about €9.96. Warrants are exercisable at €9 and do not expire for five years.

China Fundamental Acquisition Co. (OTC: CFQCF) got a big boost Monday when, sources say, the SPAC’s management locked up a big portion of shares it needed to keep a no-voter out. The SPAC, which has seen its warrants trade up to $1.10 and shares trade well beneath trust in weeks closing up to its Friday vote date, is said to be a lock to complete its deal to bring public Beijing Wowjoint Machinery Co.

AutoChina International (NASDAQ: AUTC), the Chinese car financing company brought public in 2009 via Spring Creek Acquisition Co., filed paperwork with regulators to raise more than $300 million in additional securities sales. Since being brought public, the company has traded in excess of 475% of the SPAC’s IPO value.

Now that foreign markets have adopted SPACs, we expect that more blank checks will be launched in Europe and Korea.

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Asia Special Situation Acquisition Co. (AMEX: CIO) completed its last-second merger to become a reinsurer and owner of several investment firms last week with the help of Victory Park Capital Advisors, taking its warrants from the bargain bin and catapulting their value. Since then, the company’s shares have traded down nearly 20%, however.

ARMOUR Residential REIT Inc. (ARR) was de-listed from the AMEX after attempting to appeal the exchange’s initial ruling. In 2009, the exchange told ARMOUR it had too few shareholders—as it warned several companies brought public via SPAC. ARMOUR was brought public via Enterprise Acquisition Co.; that SPAC was helped past the finish line (as several blank checks were last year) by Victory Park. The company has applied to have its shares traded on NASDAQ.

BPW Acquisition Co. (AMEX: BPW) will have its vote date on Feb. 24 for its common shareholders who will decide whether or not the SPAC provides ailing retailer The Talbots Inc. (NYSE: TLB). Its warrant vote is expected to be held separately from the common vote; SPACupdate.com is carrying exclusive news on the SPAC’s warrant vote.

Ultimate Escapes (AMEX: UEI) might not remain on the AMEX for so long. The resort operator brought public via Secure America Acquisition Co. (and, again, helped to the finish line by Victory Park) was rapped with a second de-listing threat from the exchange recently. Several other SPACs were given de-listing threats by the AMEX in 2009; it remains to see how several of those will play out.

With more merger votes coming soon, SPACupdate.com will continue to monitor blank checks and their ongoing deal situations.

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HICKS ACQUISITION (NYSE: REN): The SPAC’s deal with Graham Packaging on life support, dealmaker Thomas O. Hicks rejuvenated his $550 million SPAC with a new target, Resolute Energy Corp. Investors including SPO Advisory piled on and the merger pulled through, taking warrants that were worth $0.08 just weeks away from the SPAC’s deadline and inflating their value to $2.17 on Dec. 18. Since the IPO, units are up more than 30 percent.

TM ENTERTAINMENT (AMEX: CCME): The Ted Green-led SPAC went from, in March, being sued by Bulldog Investors to liquidate early, to finding a winning target in China MediaExpress. The $82 million SPAC went on a successful warrant buyback campaign after the deal was completed, buying nearly 2 million warrants at $0.50 a pop. The company’s revenues grew 65% last quarter and net income was up 43 percent. The SPAC’s units have more than doubled in value from their worth at the time of the IPO, making this deal one of the best SPACs of the recession.

SPRING CREEK ACQUISITION (NASDAQ: AUTC): The Mighty Mouse of this year’s SPACs at $41 million, Spring Creek brought AutoChina International public in April 2009 and almost immediately began working to sell the company’s dealership business to focus on auto financing. The result was an explosion of value that investors have been riding for eight months. Target managers who decided to buy warrants prior to the deal’s vote saved a mint in cash and dilution. Warrants went from trading for pennies to hitting an eye-popping $20 each as they became eligible for redemption and the SPAC’s units are up a mind-boggling 400%-plus. Yes: four hundred percent.

Losers:

GLOBAL CONSUMER ACQUISITION (WLBC): First, the SPAC sought to bring public some assets of Colonial Bank, but that target failed and was bought by an owner who then refused to sell to the SPAC. Not being short on banks desperate for a capital injection, management arranged a new merger to bring Service1st Bank of Nevada and 1st Commerce Bank public. It worked—until it didn’t. Days after the deal’s completion in October, AMEX officials notified the merged entity, now called Western Liberty Bancorp, it would be de-listed for not maintaining enough shareholders. 1st Commerce then dissolved its merger agreement, leaving Global Consumer and Service1st looking for a new exchange to trade on (it is trying to get onto NASDAQ) as well as a new target. The SPAC’s units are trading 15% below their IPO value now—but the blank check’s management at least succeeded in getting a deal done.

ASIA SPECIAL SITUATION (AMEX: CIO): In March 2009, Asia Special Situation announced a deal to buy White Energy, an Australia-based energy supplier for Korea. Months dragged on until July, when the SPAC amended its agreement to offer the target more cash. As the vote date drew closer, the target got cold feet and in November instead opted to accept a $100 million capital injection from an outside investor. The SPAC—which might have had success had it sped its deal vote’s arrival—will liquidate, more than nine months after its merger was first revealed.

PINPOINT ACQUISITION (PPAC): In May, Pinpoint Acquisition announced a deal had not materialized sufficiently and that it would liquidate, retaining only a few thousand dollars and remaining a shell company in search of SPAC-capital. After holding onto shareholders’ redemption checks for up to seven months following the liquidation announcement, the SPAC found a new way to raise funds. It sued former target Elbit Systems for bad faith for a deal that had fallen apart months earlier. That suit has yet to proceed.

Other SPACs getting high marks for 2009 include GHL Acquisition Co. (NASDAQ: IRDMU), 2020 ChinaCap (NASDAQ: EDS) and China Opportunity (GGEEF). More blank checks that ran into difficulty after the merger include Triplecrown (OTC: CAGZ), InterAmerican (IAQG), and Alyst (OTC: CNWHF). 2010’s SPAC deals already have investors buzzing; the BPW-Talbots (AMEX: BPW) deal pushed the SPAC’s shares past redemption value almost immediately. Chardan 2008 China (AMEX: CACA) reversed course; that SPAC has sized up a Florida-based company that processes property bankruptcies for a deal. That blank check, too, is currently seeing its shares trade above trust. New SPAC GSME Acquisition Co. (OTC: GSMEF) priced late this year, marking the first post-recession blank check to emerge and 57th St. Acquisition Co. continues to raise capital. Smaller and boutique banks keep working to connect SPAC sponsors with management teams and in Toronto, the TSX awaits its first blank check.

For more on these and other SPACs, please visit www.SPACupdate.com.

One SPAC that completed a merger with a real estate angle drifted off course and ran aground; Ultimate Escapes Inc. (AMEX: UEI) was notified by AMEX officials that the company, brought public by the Secure America Acquisition blank check, will be de-listed for failing to maintain mandatory shareholder minimums. If the de-listing goes through, the vacation rental property company will trade on the OTCBB.

ARMOUR Residential REIT Inc. (ARR) joined Ultimate Escapes, the company reported late Friday. The REIT was given a de-listing notification and has applied to trade on the NASDAQ, according to ARMOUR’s statement. ARMOUR was brought public by Enterprise Acquisition Co.

Atlas Acquisition Co. (AMEX: AXG) has an $840 million deal to provide a Santa Barbara, Calif., company with a capital injection. Koosharem Corp., a HR and staffing services firm, which operates Select Staffing, is looking to retire $200 million in debt. Standard & Poor’s Ratings Services lowered Koosharem Corp.’s corporate credit rating to CCC from B-. Koosharem is carrying about $540 million in debt, the September 2009 S&P report stated. The SPAC already wants to trade its shares for outstanding warrants—instead of buying them back, it is offering slightly less than one share for every 12 warrants.

Overture Acquisition Co. (AMEX: NLX) is working to bring a subsidiary of Jefferson National Life Insurance Co. public, the SPAC announced. The target will contribute to buybacks of close to 25% of Overture’s shares to get its deal done; the SPAC looks to overcome a 30% redemption threshold and get its merger completed by Jan. 30, 2010. Overture aims to reinsure a portion of Jefferson National Life’s annuity policies by forming an entity in Bermuda.

Both Atlas and Overture have investment vehicles controlled by Israel Englander with big stakes in their warrants; the Englander funds have substantial stakes in both SPACs, so it will be in the investor’s interest that—should he not outright vote for the AXG and NLX deals—his stakes are at least sold to affiliates of each SPAC.

BPW Acquisition Co. (AMEX: BPW) is structuring a unique deal with women’s clothing retailer Talbots (NYSE: TLB) in which the SPAC will merge into the NYSE-listed entity while it simultaneously uses capital to oust its majority equity holder. Under the terms of the deal, BPW will merge into Talbots and the retailer will simultaneously accept a $200 million credit facility from GE Capital to buy out majority shareholder AEON Inc. The SPAC is looking to trade for half of its outstanding warrants with shares of the company post-merger on a 10-for-1 basis.

United Refining Energy (AMEX: URX) saw its deal with Chaparral Energy terminated by shareholders who refused to sell shares back to the SPAC; there currently is no timetable for its liquidation.

For more on these deals, and other blank check news, please visit www.SPACupdate.com.

BPW common shares will be exchanged for the equivalent of $11.25 per BPW share in Talbots’ common shares, but this is within a floating exchange ratio range of between 0.9000 to 1.3235 Talbots shares per BPW share.  The floating range will be based on the trading prices of Talbots common stock prior to the BPW stockholders meeting, and BPW’s shareholders will own between approximately 60-69% of Talbots’ common shares. The sponsors and certain directors of BPW will surrender an aggregate of 1,852,941 shares of BPW common stock, or approximately 30% of the shares held by the sponsors and directors, for no consideration.

Talbots will also undertake an exchange offer for existing BPW warrants held by public warrantholders. The exchange offer will provide that 50% of the BPW warrants held by public warrantholders will be exchanged for the equivalent of $1.125 per BPW warrant in Talbots.  This will also be in common shares through a floating exchange ratio of between 0.09000 and 0.13235 Talbots shares per BPW warrant based on the trading prices of Talbots common stock prior to the BPW stockholders meeting. The sponsors and certain directors of BPW have agreed to exchange all of their warrants for Talbots common stock at the same floating exchange ratio of between 0.09 and 0.13235 Talbots shares per BPW warrant.

Trudy Sullivan will remain President and Chief Executive Officer of Talbots, and will continue to lead the current management team.

Talbots stock is now up 14% at $8.23 and its 52-week trading range is $1.45 to $12.00.  Its market cap after today’s pop is listed as $453 million.  It seems that the world of SPAC investing gets more interesting and more creative with each deal.

Jon C. Ogg
December 8, 2009

We frequently discuss IPO’s, back door plays into IPO’s, SPAC’s, spin-offs, and more on our open email distribution list.

Jon C. Ogg
April 1, 2008

Jon Ogg produces the Special Situation Investing Newsletter and he can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

The lead underwriter is listed as Citigroup Global Markets.  This SPAC intends to target financial or business service industries but is not limited to these industries by policy. The CEO, President, and Chairman of the Board, Michael Martin, has high level experience at UBS and Credit Suisse.

This SPAC has dipped in its debut down to $9.79 and had traded roughly 10 million units as of 11:30 AM EST.

Rachel Lopez
February 27, 2008