News & Events

July 3, 2008

Elephant Talk announced the closing of their PIPE deal in the amount of $3,307,000.  EG&S acted as counsel to Elephant Talk.

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July 1, 2008

Douglas S. Ellenoff was invited by Private Equity News to speak at the only event in Europe dedicated to SPACs in 2008.  The conference brought together private equity houses, investors, advisers and investment bankers to examine the trend and examine the pros and cons of the investment vehicle. Mr. Ellenoff moderated the panel on the convergence of private equity with SPACs.

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June 23, 2008

Velocity Asset Management announced the closing of their PIPE deal in the amount of $855,000.  EG&S acted as counsel to Velocity.

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June 20, 2008

Douglas S. Ellenoff, a member of the Firm, was invited by Deal Flow Media to speak at their Reverse Mergers Conference 2008 in Los Angeles.  Mr. Ellenoff moderated the panel discussion on the listing alternatives for SPACs and reverse mergers.  The panel discussed the options a company has and how the listing venue impacts terms and practices.

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June 13, 2008

Vantage Energy Services announced the closing of its SPACquisition of Offshore Group Investment Limited, consisting of the contracts for the construction and delivery of four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs, a contract to acquire an ultra-deepwater drillship and an option to purchase a second ultra-deepwater drillship.  EG&S acted as counsel to Vantage.

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June 12, 2008

We are pleased to announce that Irwin Weltz has joined our Firm's litigation and broker-dealer regulation practice group as Partner.  He Joins the Firm from Brunelle, Hadjikow & Weltz, P.C., New York.

Click here to view his Announcement

June 12, 2008

We are pleased to announced that Ted Poretz has joined the Firm's litigation and broker-dealer regulation practice group as Partner.  He Joins the Firm from Bingham McCutchen LLP, New York.

Click here to view his Announcement

June 6, 2008

Douglas S. Ellenoff, a member of the Firm, was invited by Financier Worldwide Magazine to be part of their Alternative Public Offerings Roundtable where questions relating to their recent boom, increasing awareness, possible introduction of SPACs on the NYSE and NASDAQ and regulatory improvements; among other topics were answered.   

Click here to view the article

June 6, 2008

Ellenoff Grossman & Schole LLP was the premiere sponsor of The SPAC Conference 2008.  Hosted by DealFlow Media,  the conference offered the largest gathering of investors, bankers and management teams in the market.   Barry I. Grossman and Douglas S. Ellenoff, members of the Firm, were invited to participate in the Corporate Sponsored SPACs and Transitioning Shareholders from IPO to Post-Acquisition panels, respectively.

May 31, 2008

Community Bankers Trust Corporation, formerly Community Bankers Acquisition Corp. announced the merger between Community Bankers, TransCommunity Financial Corporation and BOE Financial Services of Virginia, Inc.  EG&S acted as counsel to Community Bankers.

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May 16, 2008

James J. Mangan, an associate of the Firm, wrote and article for EQUITIES magazine on SPACs and their listing on the NYSE Euronext.

Click here to view the article

May 8, 2008

Douglas S. Ellenoff, a member of the Firm, was part of the SPAC panel at The Second Annual Alternative Public Strateties Conference in New York.  Panelists weighed in on the resurgence in Special Purpose Acquisition Companies (SPACs), the latest trends, amount of capital raised and the current use of SPACs.

May 7, 2008

Barry I. Grossman, a member of the Firm, was invited by The Los Angeles Venture Association (LAVA) to speak at their Investement Capital Conference in Los Angeles.  Mr. Grossman spoke about the different options in public financing; SPACs, IPOs and APPs, specifically.

April 23, 2008

Douglas S. Ellenoff, a member of the Firm, was invited to speak at Morgan Joseph's Inagural SPAC Conference.  CEOs, hedge funds, private equity firms, and attorneys, among other professional services providers attended the event.  Topics discussed were issues relating to sponsorship, the latest legal matters affecting SPACs, alternatives to issuing a SPAC, advantages and opportunities, strategies for capitalizing on SPACs by private equity firms, trading strategies and new foreign frontiers for SPACs.

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April 10, 2008

Stuart Neuhauser and Brian Lee wrote an article for EQUITIES magazine on SPACS and their continued surge in popularity.

Click here to view the article

April 1, 2008

Latis, LLC, a beverage importer, announced a $1,000,000 strategic equity financing.  EG&S acted as counsel to Latis, LLC.

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March 31, 2008

Conversion Services International, Inc. announced the closing of a revolving line of credit agreement with Access Capital, Inc. The line of credit provides for borrowing of up to $3,500,000.  EG&S acted as counsel to the borrower, Conversion Services International, Inc.

March 18, 2008

Barry I. Grossman, a member of the Firm, was invited to be master of ceremonies at Vintage Filings' second SPAC Conference in Boston.  Topics discussed included the state of the SPAC, SPAC vs IPO, Finding Targets and M&A issues.

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March 12, 2008

Hambrecht Asia Acquisition Corp. announced the closing of its initial public offering.  Hambrecht Asia sold 4,000,000 units raising gross proceeds of $32,000,000.  EG&S acted as counsel to the underwriters in the offering.

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February 28, 2008

Barry I. Grossman, a member of the Firm, was invited to speak at Vintage Filings' SPAC Conference in San Francisco.  More than 200 attorneys, bankers and corporate executives attended the event.  The panel discussed topics ranging from the advantages of SPACs over IPOs, to valuing SPAC stock considerations.


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February 19, 2008

Soup Kitchen International, Inc. announced the closing of their Private Placement in the amount of $725,000.  EG&S acted as counsel to the placement agent.

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February 19, 2008

Enfield Holding Group, LLC announced the closing of their Private Placement in the amount of $750,000.  EG&S acted as counsel to the placement agent.

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February 2, 2008

2007 SPAC Rankings - Law Firms

In 2007, 66 blank check companies raised $12.1 billion in their public offerings.  To date, they have raised $18.84 billion. 

EG&S ranked #3 in the country for both issuer and underwriter SPAC financings.

Click here to view rankings

January 31, 2008

Hybrid Dynamics Corporation announced the closing of their Private Placement in the amount of $300,000.  EG&S acted as counsel to the placement agent.

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January 18, 2008

2007 IPO Leadership 

Ellenoff Grossman & Schole LLP was ranked 16th out of over 100 law firms who have participated in some form of IPO representation, as either issuer's or underwriters' counsel.

Click here to view the rankings

January 17, 2008

Douglas S. Ellenoff, a member of the Firm, participated in Deal Flow Media's Webinar on SPACs - Modifying the Shareholder Redemption & Proxy Vote Process.  The webinar included a discussion of certain provisions in the structuring of SPAC IPOs that limit the number of shares stockholders may redeem.  It also addressed the ability of foreign private issuers submitting a proxy statement to shareholders without review by the SEC. 

January 14, 2008

QMotions, Inc. completed its reverse acquisition with Actiga Corporation.  Concurrent with the closing, Actiga completed a PIPE of 2,000,000 units at a purchase price per unit of $1.25, resulting in proceeds of $2.5 million.  EG&S acted as counsel to QMotions.

January 14, 2008

The Securities and Exchange Commission has recently broadened the eligibility requirements for "short form" registration of public offerings on Form S-3.  This rule change should provide our smaller clients (and the investment banks that cater to them) greater access to the capital markets.

Click here to view our Client Alert on the new rules

January 11, 2008

Douglas S. Ellenoff and Barry I. Grossman, members of the Firm, were invited by SMH Capital to sponsor the SPAC panel at it's Third Annual Investor Growth Conference.

Click here for more details

December 17, 2007

United Refining Energy Corp. announced the closing of its inital public offering.  United Refining sold 45,000,000 units raising $450,000,000.  EG&S acted as counsel to United Refining.

December 5, 2007

Camden Learning Corporation announced the closing of its initial public offering.  Camden sold 6,250,000 units raising $52,800,000.  EG&S acted as counsel to Camden.

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December 3, 2007

The shareholders of Star Maritime Acquisition Corp. and its subsidiary, Star Bulk Carriers Corp. (Nasdaq:SBLK) have approved the acquisition of 8 dry bulk vessels from affiliates of TMT Co. Ltd. for an aggregate purchase price of $345,237,520, consisting of shares of Star Bulk and cash.  EG&S acted as securities counsel to the seller, TMT. 

November 7, 2007

uWink, Inc. (OTCBB:UWKI) announced the closing of a best efforts registered public offering in the amount of $10.4 million.  EG&S acted as counsel to the lead placement agent, Merriman Curhan Ford & Co.

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November 1, 2007

Power Efficiency Corporation announced the closing of their private placement in the amount of $5,675,000.  EG&S acted as counsel to Power Efficiency.

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November 1, 2007

Control Environmental Services, Inc. has completed the acquisition of substantially all of the assets of Evolved Systems, Inc.  EG&S acted as counsel to Control Environmental.

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October 25, 2007

IPO Leadership - First Half of 2007

Ellenoff Grossman & Schole LLP was ranked 9th out of 132 law firms who have participated in some form of IPO representation, as either issuer's or underwriters' counsel.

Click here to view the Rankings

October 19, 2007

United Refining Company announced that it has completed the exchange offer of $125,000,000 of registered 101/2% Senior Notes due 2012 for a like amount of its outstanding unregistered 101/2% Senior Noted due 2012, which were issued in a private placement in May 2007.  EG&S acted as counsel to United Refining Company.

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October 11, 2007

FMG Acquisition Corp. announced the closing of its initial public offering. FMG sold 4,500,000 Units raising $36,000,000. EG&S acted as counsel to FMG.

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September 28, 2007

Seanergy Maritime Corp. announced the closing of the company's initial public offering. Seanergy sold 22,000,000 Units raising $220,000,000. EG&S acted as counsel to the underwriter.

September 18, 2007

Several members of our Firm were invited to lead the PIPEs panel at the 2007 SEC Conference.  They discussed the attractiveness of PIPEs, Rule 415 and recent SEC related issues.

Click here to view presentation 

August 3, 2007

Healthcare Acquisition Corp. consummated a merger with PharmAthene, Inc.  The transaction was valued at approximately $87,500,000.  Immediately following the Merger, Healthcare Acquisition changed its name to PharmAthene, Inc.  EG&S acted as counsel to Healthcare Acquision.

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July 30, 2007

NASD and NYSE Member Regulation Combine to Form the Financial Industry Regulatory Authority - FINRA

The Financial Industry Regulatory Authority (FINRA) announced that it has commenced operations as the largest non-governmental regulatory organization for securities brokers and dealers doing business in the . FINRA was created through the consolidation of NASD and the member regulation, enforcement and arbitration operations of the New York Stock Exchange. The consolidation, which was announced on Nov. 28, 2006 and approved by the Securities and Exchange Commission on July 26, 2007, became effective July 30, 2007.

FINRA will conduct the regulatory oversight of more than 5,000 securities firms and 666,000 registered representatives. It will be responsible for rule writing, firm examination, enforcement and arbitration and mediation functions, along with all functions that were previously overseen solely by NASD.

July 26, 2007

Douglas S. Ellenoff, a member of the Firm, spoke at the Pink Sheet's OTCQX conference hosted by Standard's and Poor about a Designated Advisor for Disclosure's (DAD) role in assisting OTCQX issuers deliver Quality Disclosure versus Current Disclosure.

July 26, 2007

Barry I. Grossman, a member of the Firm, spoke at the Global Chinese Financial Forum (GCFF) - Shanghai Conference.  He led the panel on Alternative Financings - SPACs and PIPEs from a legal perspective.  There were over 150 Chinese private companies, 100 overseas financial service providers, and more than 2,200 individual delegates at the conference.

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July 1, 2007

Control Environmental Services, Inc. announced the sale and disposition of substantially all of its assets to Brickman Group, Ltd.  The transaction was valued at $5,150,000.  EG&S acted as counsel to Control Environmental.

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June 20, 2007

The American Stock Exchange hosted the First Annual SPAC Conference and requested that Douglas S. Ellenoff be the lead panelist-- speaking about the current regulatory trends confronting sponsors and underwriters.

June 8, 2007

Response Genetics announced the closing of its sale of 3,000,000 shares of common stock in an Initial Public Offering raising $21,000,000. EG&S acted as counsel to Maxim, the underwriter.

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June 6, 2007

Duluth Metals Limited announced the closing of their Private Placement in the amount of $14,504,600. EG&S acted as counsel to the placement agent.

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May 30, 2007

Vantage Energy Services, Inc. announced the closing of the company's initial public offering. Vantage sold 30,000,000 Units raising $240,000,000. EG&S acted as counsel to Vantage.

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May 30, 2007

TransTech Services Partners Inc. announced the closing of the company's initial public offering. TransTech sold 8,000,000 Units raising $36,000,000. EG&S acted as counsel to the underwriters.

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May 30, 2007

HD Partners Acquisition Corporation and the National Hot Rod Association ("NHRA"), the world's preeminent drag racing organization, today announced the signing of a definitive agreement under which HD Partners will acquire all of NHRA's professional racing assets, including the NHRA POWERade Drag Racing series, together with a broad set of rights to commercialize the NHRA brand. EG&S is securities counsel to HD Partners.

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May 22, 2007

MG Colorado Holdings, Inc. completed its acquisition of Series C Convertible Preferred Stock of Prima Capital Holding Inc. The transaction was valued at $6,000,000. EG&S acted as counsel to MG Colorado Holdings, Inc.

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May 21, 2007

Eden L. Rohrer participated in the 4th Annual Broker/Dealer Forum on Resolving Customer Claims, Business Defenses and Advocacy Tactics in Arbitration and Mediation, sponsored by the American Conference Institute (ACI). Ms. Rohrer spoke on the Preventing and Responding to Claims of Unsuitability and Unauthorized Trading panel.

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May 21, 2007

Boulder Specialty Brands announced the consummation of its acquisition of GFA Holdings/Smart Balance in a transaction valued in excess of $465,000,000. As part of the transaction, Boulder completed a simultaneous PIPE (consisting of a Common Stock and Preferred Stock Component) in the amount of $245,000,000. EG&S acted as co-counsel to Boulder.

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May 1, 2007

Accurel, a subsidiary of Implant Sciences sold its assets for approximately $13M. We represented the seller and continue to represent Implant Sciences.

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April 25, 2007

Pinpoint Advance Corp. announced the closing of the Company's initial public offering. PinPoint sold 2,500,000 Units raising $25,000,000.  EG&S acted as counsel to Pinpoint.

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April 23, 2007

EG&S successfully closed the sale of a portfolio of 28 multi-family residential properties located in the Bronx, Brooklyn and Manhattan. The total purchase price for the portfolio was $124.92M. EG&S represented the Seller in the transaction.

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April 23, 2007

Members of the Firm, Douglas S. Ellenoff and Brian Daughney, were requested by Citigroup Capital Strategies to lead a panel discussion on "Centers of Influence: How To Build A Two Way Street", which focused on the activity in the PIPEs market.

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April 11, 2007

Acorn Factor, Inc. announced the closing of their PIPE deal in the amount of $6,900,000. EG&S acted as counsel to the placement agent.

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April 5, 2007

Network Foundation LLC announced the closing of their Private Placement in the amount of $5,225,000. EG&S acted as counsel to the placement agent.

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April 3, 2007

Titanium Group Limited announced the closing of their PIPE deal in the amount of $1,450,000. EG&S acted as counsel to the placement agent.

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March 28, 2007

Alpha Security Group Corporation announced the closing of the Company's initial public offering of 6,000,000 units. The transaction was valued at $60,000,000. EG&S acted as counsel to the underwriter.

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March 13, 2007

Several members of the Firm met with staff members of the NASD Corporate Finance Department in Washington, D.C. to discuss with them NASD Rules 2710 and 2720 in the context of private placements, PIPEs and resale registration statements.

Please click here to view the Client Alert

February 28, 2007

Chinese Paper products maker Dragon International (DRGG.OB) raised $1.5 million in a private sale of common stock to nine institutional investors for nine cents a share.

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February 20, 2007

The London Stock Exchange's AIM Market announced new rules for Nominated Advisors. See link below for more information:

http://www.londonstockexchange.com/aim/rulechanges2007

February 7, 2007

Dekania Corp. announced the closing of the company's initial public offering.  Dekania sold 9,700,000 units raising $97,000,000.

January 29, 2007

ChinaGrowth North Acquisition Corporation announced the closing of the Company's initial public offering.  ChinaGrowth North sold 4,500,000 Units raising $36,000,000. EG&S acted as counsel to the underwriter.

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January 29, 2007

ChinaGrowth South Acquisition Corporation announced the closing of the Company's initial public offering.  ChinaGrowth South sold 4,500,000 Units raising $36,000,000. EG&S acted as counsel to the underwriter.

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January 26, 2007

Pace Health Management Systems, Inc., an Iowa corporation which currently trades its common stock on the NASD Over-the-Counter Bulletin Board under the symbol "PCES", announced the closing of the Company's private placement of units valued at $15,000,000. Additionally, the Company announced the acquisition of ConMed, Inc., a Maryland corporation which provides medical services to county detention facilities. EG&S acted as counsel to Pace.

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January 23, 2007

Integrated Brands, Inc. and Eskimo Pie Corporation sold certain of their assets, and assigned certain of their liabilities, to Dreyer’s Grand Ice Cream, Inc. The purchase price for the transaction was approximately $19 million. EG&S acted as counsel to the sellers.

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January 22, 2007

January 12, 2007

Star Maritime Acquisition Corporation agreed to purchase eight drybulk carriers from affiliates of TMT Co., Ltd. in a transaction valued at $342.5 million.  EG&S acted as special securities counsel to TMT, the seller.

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January 11, 2007

Asahi Tec Corp. closed the acquisition of Metaldyne Corp. in a transaction valued at $1,200,000,000.  EG&S acted as counsel to Heartland Industrial Partnerrs, Metaldyne Corp.'s largest stockholder.

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