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Quotes & Info
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| LIA > SEC Filings for LIA > Form 10-K on 11-Mar-2008 | All Recent SEC Filings |
11-Mar-2008
Annual Report
We have neither engaged in any operations nor generated any revenues from
operations to date. Our entire activity since inception has been to prepare for
an consummate our initial public offering and to identify and investigate
targets for a business combination. We will not generate any operating revenues
until consummation of a business combination. We will generate non-operating
income in the form of interest income on cash and cash equivalents.
Net loss for the period from June 27, 2007 (inception) to December 31, 2007
was approximately $1.0 million, which consisted of approximately $2.9 million in
interest income offset by approximately $0.1 million in formation and operating
expenses, approximately $2.5 million in noncash compensation expenses in
connection with the modification of the terms of the founders and sponsors
warrants and approximately $1.3 million for taxes - see Note B to the Company's
audited financial statements - Summary of Significant Accounting Policies -
"Stock Based Compensation" and Note D - "Related Party Transactions." The
trustee of the trust account will pay any taxes resulting from interest accrued
on the funds held in the trust account out of the funds held in the trust
account.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and
have never established any special purpose entities. We have not guaranteed any
debt or commitments of other entities or entered into any options on
non-financial assets.
Contractual Obligations
We do not have any long term debt, capital lease obligations, operating lease
obligations, purchase obligations or other long term liabilities.
Liquidity and Capital Resources
The net proceeds from (i) the sale of the units in our initial public
offering (including the underwriters' over-allotment option), after deducting
approximately $57.7 million to be applied to underwriting discounts, offering
expenses and working capital (including approximately $27.4 million of deferred
underwriting discounts) and (ii) the sale of the sponsors' warrants for a
purchase price of $12.0 million, was approximately $1,016.7 million. All of
these net proceeds were placed in trust, except for $100,000 that was used for
working capital.
We will use substantially all of the net proceeds of our initial public
offering to acquire one or more target businesses, including identifying and
evaluating prospective target businesses, selecting one or more target
businesses, and structuring, negotiating and consummating the business
combination. If the business combination is paid for using stock or debt
securities, we may apply the cash released to us from the trust account for
general corporate purposes, including for maintenance or expansion of operations
of the acquired business or businesses, the payment of principal or interest due
on indebtedness incurred in consummating our initial business combination, to
fund the purchase of other companies, or for working capital.
At December 31, 2007, we had cash outside of the trust account of $287,656,
cash held in the trust account of approximately $1.0 billion, accrued expenses
of $6,379, accrued offering costs of approximately $0.3 million, income taxes
payable of approximately $1.3 million, franchise taxes payable of $84,986, notes
payable to our sponsors of $250,000 and total liabilities of $334.7 million (which includes $305.4 million of common stock which is subject to possible redemption and related deferred interest). We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate until December 12, 2010, assuming that an initial transaction is not consummated during that time. Of the funds held outside of the trust account, we anticipate using these funds to cover the due diligence and investigation of a target business or businesses; legal, accounting and other expenses associated with structuring, negotiating and documenting an initial business combination; office space, administrative services and secretarial support prior to consummating a business combination.
Current liabilities
Accrued expenses $ 6,379
Accrued offering costs 250,000
Income taxes payable 1,282,632
Franchise taxes payable 84,986
Notes payable, founding stockholders 250,000
1,873,997
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If the funds available to us outside of the trust account are insufficient to
cover our expenses, we may be required to raise additional capital, the amount,
availability and cost of which is currently unascertainable. In this event, we
could seek such additional capital through loans or additional investments from
our sponsors, Mr. Berggruen or our directors, but, except for the co-investment,
none of such sponsors, Mr. Berggruen or our directors is under any obligation to
advance funds to, or invest in, us. Any such interest income not used to fund
our working capital requirements or repay advances from our founders or for due
diligence or legal, accounting and non-due diligence expenses will be usable by
us to pay other expenses that may exceed our current estimates.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, we may need to raise
additional funds, in addition to the co-investment, through a private offering
of debt or equity securities if such funds were required to consummate a
business combination. Such debt securities may include a working capital
revolving debt facility or a longer term debt facility. Subject to compliance
with applicable securities laws, we would only consummate such financing
simultaneously with the consummation of a business combination.
We intend to focus on potential target businesses with valuations between
$1.0 billion and $4.0 billion. We believe that our available working capital,
together with the issuance of additional equity and/or the issuance of debt,
would support the acquisition of such a target business. Such debt securities
may include a long term debt facility, a high-yield notes offering or mezzanine
debt financing, and depending upon the business of the target company,
inventory, receivable or other secured asset-based financing. The mix of
additional equity and/or debt would depend on many factors. The proposed funding
for any such business combination would be disclosed in the proxy statement
relating to the required shareholder approval. We would only consummate such
financing simultaneously with the consummation of a business combination that
was approved in connection with the stockholder approval of the business
combination. We will only seek stockholder approval of such financing as an item
separate and apart from the approval of the overall transaction if such separate
approval was required by applicable securities laws or the Rules of the American
Stock Exchange or other similar body.
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