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GHL Acquisition Corp., a ‘special purpose acquisition company’ or "SPAC" (or blank check company) has filed to come public.  This SPAC is actually a larger filing than many, with the initial amount indicated as up to $460 million if you include the overallotment option ($400 million otherwise).  The 40 million units are going to be at the nominal $10.00 per unit, with each unit holding one share of common stock and one warrant with a $7.50 strike price.

Banc of America is the listed underwriter.  A company called Greenhill & Co. (NYSE:GHL) is the founding shareholder and it has purchased 8 million warrants at $1.00 per warrant.  GHL has the proposed AMEX stock ticker of "GHQ" and ultimately its warrants will trade separately.

It is a truly open-ended blank check company, but there is a back-door play here:  Our efforts in identifying a prospective target business will not be limited to a particular industry. Instead, we will focus on industries and target businesses in the United States and Europe that may provide significant opportunity for growth. We do not currently have any specific initial business combination under consideration….. We will seek to capitalize on the significant investing experience and contacts of our Chairman and Chief Executive Officer, Scott L. Bok, our Senior Vice President, Robert H. Niehaus, and our Chief Financial Officer, John D. Liu.  Mr. Bok has over 20 years of experience advising on mergers, acquisitions and restructurings and investing in private equity.  Mr. Niehaus has over 20 years of experience investing in private equity and sourcing, evaluating, structuring and negotiating control or significant minority investments in businesses.  Mr. Liu has 14 years of experience advising on mergers, acquisitions and restructurings.  Each of our executive officers has significant networks of contacts throughout the investment community and with a variety of sources of potential targets, including Greenhill’s managing directors and senior advisors.

So, Greenhill & Co. (NYSE:GHL) is the back door play here into the IPO.  Its shares are up about 3% to $74.56 today, and the 52-week trading range is $47.14 to $77.00.  Greenhill & Co.’s market cap is $1.99 Billion.  We will be reviewing this for our Special Situation Investing Newsletter, where we cover back door plays into IPO’s, spin-offs, break-ups, buyout candidates, reorganizations, and more.

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Jon C. Ogg
November 30, 2007