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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.
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Filing Party:
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Date Filed:
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• |
extend the date before which the Company must complete a business combination (the “Termination Date”) from September 13, 2014 (the “Current Termination Date”) to March 13, 2015 (the “Extended Termination Date”), and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended; and |
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allow holders of the Company’s public shares to redeem their public shares for a pro rata portion of the funds available in the trust account (the “trust account”) established in connection with the Company’s initial public offering (“IPO”), and authorize the Company and the trustee to disburse such redemption payments. |
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permit distributions from the trust account to pay public stockholders properly demanding redemption in connection with the Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date. |
/s/ Joseph R. Wright |
/s/ Michael LaBarbera |
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Joseph R. Wright |
Michael LaBarbera |
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Chairman of the Board of Directors |
Secretary |
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• |
extend the date before which the Company must complete a business combination (the “Termination Date”) from September 13, 2014 (the “Current Termination Date”) to March 13, 2015 (the “Extended Termination Date”), and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended; and |
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allow holders of the Company’s public shares to redeem their public shares for a pro rata portion of the funds available in the trust account (the “trust account”) established in connection with the Company’s initial public offering (“IPO”), and authorize the Company and the trustee to disburse such redemption payments. |
• |
permit distributions from the trust account to pay public stockholders properly demanding redemption in connection with the Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date. |
Q. What is being voted on? |
A. You are being asked to vote on two proposals to amend the Chart Acquisition Corp.’s (the “Company”, “we”
or “us”) amended and restated certificate (the “Extension Amendment”) to: |
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| • | extend the date before which the Company must complete a business combination (the “Termination Date”) from September
13, 2014 (the “Current Termination Date”) to March 13, 2015 (the “Extended Termination Date”), and provide that the date for
cessation of operations of the Company if the Company has not completed a business combination would similarly be extended; and |
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| • | allow holders of the Company’s public shares to redeem their public shares for a pro rata portion of the funds available
in the trust account, and authorize the Company and the trustee to disburse such redemption payments. |
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and a proposal (the “Trust Amendment”) to amend and restate the Company’s investment management trust agreement, dated
December 13, 2012 (the “trust agreement”) by and between the Company and Continental Stock Transfer & Trust Company (the
“trustee”) to: |
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| • | permit distributions from the trust account to pay public stockholders properly demanding redemption in connection with the
Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not
consummated a business combination from the Current Termination Date to the Extended Termination Date. |
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Each proposal of the Extension Amendment and the Trust Amendment are essential to the overall implementation of the board of
directors’ plan to extend the date by which the Company must consummate its initial business combination, and, therefore, the Company’s board
of directors will abandon the Extension Amendment and the Trust Amendment unless each of the above proposals are approved by stockholders.
Notwithstanding stockholder approval of all proposals, the Company’s board of directors will retain the right to abandon and not effect the
Extension Amendment and the Trust Amendment at any time prior to its effectiveness without any further action by stockholders. |
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A stockholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds
to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the funds available in the
trust account to the public stockholders making the Election in lieu of later distributions to which they would otherwise be
entitled. |
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Under Delaware law and the Company’s bylaws, no other business may be transacted at the special meeting. |
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Q. Why is the Company proposing to amend its amended and restated certificate and the trust agreement? |
A. The Company was organized to serve as a vehicle for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses focused on the provision and/or outsourcing of government
services operating within or outside of the United States, although the Company may pursue acquisition opportunities in other business
sectors. |
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On July 15, 2014, the Company and Buyer entered into the Acquisition Agreement with the Target, the Members and the other parties
thereto. Pursuant to the Acquisition Agreement, in exchange for the transfer to Buyer of 100% of the membership interests in the Target, the Members,
who own all of the membership interests of the Target will receive (i) membership interests (“Buyer Units”) in Buyer, the Company’s
newly-formed, wholly owned subsidiary, exchangeable (together with the Class B Shares) into 10,000,000 shares of the Company’s common stock
(subject to adjustment as provided in the Acquisition Agreement), which would represent approximately 50.6% of the economic interest in Buyer and
approximately 50.6% of the issued and outstanding common stock of the Company upon full exchange thereof (assuming that none of our stockholders have
exercised redemption rights prior to or in connection with the business combination, that none of our outstanding warrants have been exercised, and
that there are no adjustments to the purchase price required by the terms of the Acquisition Agreement) and (ii) an equal number of shares of newly
issued Class B common stock (the “Class B Shares”) of the Company which will have voting rights but no other economic value. In exchange for
the Company’s contribution to Buyer of the remaining balance of the trust account (after giving effect to any stockholder redemptions prior to or
concurrent with the consummation of the business combination and the satisfaction of certain other obligations of the Company), Buyer will issue to the
Company a number of non-convertible Buyer Units equal to the number of issued and outstanding shares of common stock of the Company. Upon consummation
of the transaction, Target will become a wholly owned subsidiary of the Buyer. The Class B Shares and Buyer Units held by the Members will be
exchangeable into shares of the Company’s common stock on the basis of one share of Company common stock for each Buyer Unit (together with
accompanying Class B Share) tendered for exchange. In connection with the proxy statement to be filed by the Company to seek stockholder approval for
the Acquisition Agreement, the Company intends to propose an amendment to the amended and restated certificate to, among other things, designate the
existing common stock as Class A common stock and create the Class B common stock referred to above. |
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Tempus is a diversified aviation services business that modifies, leases and operates commercial aircraft for highly specialized
purposes for governments, corporations and ultra-high-net-worth individuals worldwide. The company designs and implements special mission aircraft
modifications |
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related to surveillance systems, satellite communications equipment, and VIP interior components; and provides ongoing operational
support to include flight crews and maintenance services. In addition, Tempus charters and manages high-end, business aircraft and sells new and used
Pilatus and Piper brand aircraft via a dealership with an exclusive territory covering the Southwestern US. Tempus is headquartered in Williamsburg,
VA, with additional locations in Maine, Colorado, Arizona, South Carolina, Uganda and Bahrain. |
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The Company expects file a preliminary proxy statement to seek stockholder approval of the proposed business combination with
Tempus. |
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The proposed business combination with Tempus qualifies as a “business combination” under the Company’s amended and
restated certificate. The amended and restated certificate currently provides that if the business combination is not completed by the Current
Termination Date, the Company will redeem all public shares and promptly thereafter dissolve and liquidate. As explained below, the Company will not be
able to complete the business combination by the Current Termination Date given when the Acquisition Agreement was signed and the actions that must
occur prior to closing. |
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The Company believes the proposed business combination with Tempus would be in the best interests of the Company’s stockholders,
and because the Company will not be able to conclude the proposed business combination with Tempus by the Current Termination Date, the Company has
determined to seek stockholder approval to extend the time for completion of the business combination from the Current Termination Date to the Extended
Termination Date. |
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The Company believes that given the Company’s expenditure of time, effort and money on the proposed business combination with
Tempus, circumstances warrant providing public stockholders an opportunity to consider the proposed business combination with Tempus. However, the
Company’s IPO prospectus stated that if the effect of any proposed amendments to the Company’s amended and restated certificate, if adopted,
would be to delay the date on which a stockholder could otherwise redeem shares for a pro rata portion of the funds available in the trust account, the
Company will provide that, if such amendments are approved by holders of sixty-five percent (65%) or more of the Company’s common stock,
dissenting public stockholders will have the right to redeem their public shares. Accordingly, holders of public shares may elect to redeem their
shares in connection with the Extension Amendment and the Trust Amendment regardless of how such public stockholders vote. The Company believes that
such redemption right protects the Company’s public stockholders from having to sustain their investments for an unreasonably long period if the
Company failed to find a suitable acquisition in the timeframe contemplated by the amended and restated certificate. |
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You are not being asked to pass on the proposed business combination with Tempus at this time. If you are a public stockholder,
you will have the right to vote on the proposed business combination with Tempus when it is submitted to stockholders. |
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Q. Why should I vote for the Extension Amendment and the Trust Amendment? |
A. Since the completion of its IPO, the Company has been dealing with many of the practical difficulties associated with the
identification of a business combination target, negotiating business terms with potential targets, conducting related due diligence and obtaining the
necessary audited financial statements. Commencing promptly upon completion of its IPO, the Company began to search for an appropriate business
combination target. During the process, it relied on numerous business relationships and contacted investment bankers, private equity funds, consulting
firms, and legal and accounting firms. As a result of these efforts, the Company identified more than 75 possible target companies, and appropriate
targets were advanced to the next phase of the selection process, including more than 50 with which the Company held meetings and/or telephone
discussions and eight with which non-disclosure agreements (and trust waivers) were executed. |
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The initial discussion between the Company and Tempus management commenced in October 2013. From April 2014 until July 15, 2014, the
Company, while also involved in due diligence activities, engaged in negotiations with Tempus on the terms of the agreement to govern the business
combination. The parties entered into the Acquisition Agreement on July 15, 2014. |
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As the Company believes the proposed business combination with Tempus would be in the best interests of the Company’s
stockholders, and because the Company will not be able to conclude the proposed business combination with Tempus by the Current Termination Date, the
Company has determined to seek stockholder approval to extend the time for closing a business combination beyond the Current Termination Date to the
Extended Termination Date. |
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The Company’s board of directors believes that it is in the best interests of the Company’s stockholders to propose
extending that deadline. |
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Q. How do the Company insiders intend to vote their shares? |
A. All of the Company’s directors, executive officers and their affiliates as well as other stockholders of the Company are
expected to vote any common stock (including any public shares owned by them) in favor of the Extension Amendment and the Trust Amendment. On the
record date, these stockholders beneficially owned and were entitled to vote 2,250,000 shares of the Company’s common stock, representing
approximately 23% of the Company’s issued and outstanding common stock. At the request of Tempus, our sponsor, The Chart Group L.P., Messrs. Brady
and Wright and Cowen Overseas, beneficially owning 1,766,250 shares, or approximately 18%, of the Company’s issued and outstanding common stock,
have entered into a supporting stockholder agreement with Tempus in which they agreed to, among other things, vote stock beneficially owned by them in
favor of the Extension Amendment and the Trust Amendment. |
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In addition, affiliates of Tempus or the Company may choose to buy public shares in the open market and/or through negotiated private
purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against
the Extension Amendment and the Trust Amendment and made the Election. Pursuant to the supporting stockholder agreement, any public shares purchased by
the parties thereto would also be voted in favor of the Extension Amendment and the Trust Amendment. The affiliates will not redeem any shares that
they purchase in the open market, provided, however, that in the event the proposed business combination with Tempus is not consummated by the Extended
Termination |
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Date, the affiliate purchasers will be entitled to redemption rights for such public shares. |
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Q. What vote is required to adopt the Extension Amendment and the Trust Amendment? |
A. Approval of the Extension Amendment will require the affirmative vote of holders of sixty-five percent (65%) or more of the
Company’s outstanding common stock on the record date voting for all proposals contained in the Extension Amendment and approval of the Trust
Amendment will require the affirmative vote of holders of sixty-five percent (65%) or more of the Company’s outstanding common stock on the record
date voting for the Trust Amendment. |
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The Company believes that given the Company’s expenditure of time, effort and money on the proposed business combination with
Tempus, circumstances warrant providing public stockholders an opportunity to consider the proposed business combination with Tempus. However, the
Company’s IPO prospectus stated that if the effect of any proposed amendments to the Company’s amended and restated certificate, if adopted,
would be to delay the date on which a stockholder could otherwise redeem shares for a pro rata portion of the funds available in the trust account, the
Company will provide that, if such amendments are approved by holders of sixty-five percent (65%) or more of the Company’s common stock,
dissenting public stockholders will have the right to redeem their public shares. Accordingly, holders of public shares may elect to redeem their
shares in connection with the Extension Amendment and the Trust Amendment regardless of how such public stockholders vote. The Company believes that
such redemption right protects the Company’s public stockholders from having to sustain their investments for an unreasonably long period if the
Company failed to find a suitable acquisition in the timeframe contemplated by the amended and restated certificate. |
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In considering the Extension Amendment and the Trust Amendment, the Company’s stockholders should be aware that if the Extension
Amendment and the Trust Amendment are approved (and not abandoned), the Company will incur substantial expenses in seeking to complete the proposed
business combination with Tempus, in addition to expenses incurred in proposing the Extension Amendment and the Trust Amendment. We believe that we do
not have sufficient funds available to conduct the normal operations of the business or to consummate the proposed business combination. The Company
intends to seek additional working capital from our sponsor, Cowen Overseas and Joseph Wright for these purposes. If we consummate an initial business
combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment, other than
interest on such proceeds. Up to $750,000 of such loans may be convertible into warrants of the post business combination entity at a price of $0.75
per warrant at the option of the lender. These warrants would be identical to the placement warrants. In February 2014, the Company issued promissory
notes (collectively, the “Notes”) in the aggregate amount of $400,000 for additional working capital as follows: $140,000 to Cowen Overseas
Investment LP, $246,667 to Chart Acquisition Group LLC and $13,333 to Joseph R. Wright. No interest shall accrue on the unpaid principal balance of the
Notes. The Notes shall be payable on the date on which the Company consummates its initial business combination. Upon consummation of the initial
business combination and at each payee’s option, at any time prior to payment in full |
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of the principal balance of the Notes, the payees may elect to convert all or any portion of the Notes into that number of warrants
to purchase shares of common stock of the post business combination entity (the “New Warrants”) equal to: (i) the portion of the principal
amount of the Note being converted, divided by (ii) $0.75, rounded up to the nearest whole number. Each New Warrant shall have the same terms and
conditions as placement warrants issued simultaneously with the initial business combination. |
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If the business combination is not completed and the expenses are not satisfied, in order to protect the amounts held in the trust
account, pursuant to a written agreement, Messrs. Wright and Brady, our Chairman and Chief Executive Officer, and President and Director, respectively,
have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered or products sold to
us, or a prospective target business with which we have discussed entering into a definitive transaction agreement, reduce the amounts in the trust
account to below $10.00 per share, except as to any claims by a third party who executed a waiver of rights to seek access to the trust account and
except as to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities
Act. In the event that an executed waiver is deemed to be unenforceable against a third party, Messrs. Wright and Brady will not be responsible to the
extent of any liability for such third party claims. We cannot assure you, however, that, Messrs. Wright and Brady would be able to satisfy those
obligations. With the exception of Messrs. Wright and Brady as described above, none of our officers will indemnify us for claims by third parties
including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the trust account are reduced
below $10.00 per public share and Messrs. Wright and Brady asserts that they are unable to satisfy any applicable obligations or that they have no
indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Messrs.
Wright and Brady to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action on our
behalf against Messrs. Wright and Brady to enforce their indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the
actual value of a public stockholder’s pro rata portion of the funds available in the trust account will not be less than $10.00 per public share.
You should read the proxy statement carefully for more information concerning this possibility and other consequences of the adoption of the Extension
Amendment and the Trust Amendment. |
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Q. When would the Board abandon the Extension Amendment and the Trust Amendment? |
A. The Company’s board of directors will abandon the Extension Amendment and the Trust Amendment unless each of the two
proposals of the Extension Amendment and the Trust Amendment are approved by the requisite vote of the stockholders. Additionally, notwithstanding
stockholder approval of all proposals, the Company’s board of directors will retain the right to abandon and not effect the Extension Amendment
and the Trust Amendment at any time prior to its effectiveness without any further action by stockholders. |
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Q. What if I don’t want to vote for the Extension Amendment and the Trust Amendment? |
A. If you do not want the Extension Amendment or the Trust Amendment to be approved, you must abstain, not vote, or vote against such
proposals. If the Extension Amendment and the Trust Amendment are approved (and not abandoned), you will be entitled to redeem your shares for cash in
connection |
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with this vote if you make the Election. If you do not make the Election, you will retain your right to redeem your public shares for
a pro rata portion of the funds available in the trust account if the proposed business combination with Tempus is approved and completed, subject to
any limitations set forth in the amended and restated certificate and the limitations contained in the Acquisition Agreement described below in
“The Potential Business Combination with Tempus” and related agreements. |
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In addition, public stockholders who vote for the Extension Amendment and the Trust Amendment and do not make the Election would be
entitled to redemption if the Company has not completed a business combination by the Extended Termination Date. |
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If the Extension Amendment and the Trust Amendment are approved (and not abandoned) and you exercise your redemption right with
respect to your public shares, you will no longer own your public shares once the Extension Amendment and the Trust Amendment become
effective. |
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If the Extension Amendment and the Trust Amendment are approved (and not abandoned), the Company will afford the public stockholders
making the Election, the opportunity to receive, at the time the Extension Amendment and the Trust Amendment become effective, and in exchange for the
surrender of their shares, a pro rata portion of the funds available in the trust account calculated as if they had voted against a business
combination proposal. The rights of public stockholders voting “FOR” the Extension Amendment (or abstaining or not voting) or voting
“FOR” the Trust Amendment (or abstaining or not voting) to exercise their redemption rights in connection with the consummation of the
proposed business combination with Tempus will be retained. |
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Q. Will you seek any further extensions of the deadline for consummation of a business combination? |
A. No, other than the extension until the Extended Termination Date as described in this proxy statement, the Company will not seek
any further extension to its continued existence. The Company has provided that all holders of public shares may make the Election and should receive
the funds shortly after the stockholder meeting, which is scheduled for September 5, 2014. Those holders of public shares who do not make the Election
shall retain redemption rights with respect to future business combinations. In addition, public stockholders who vote for the Extension Amendment or
the Trust Amendment and do not make the Election would be entitled to redemption if the Company has not completed a business combination by the
Extended Termination Date. |
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Q. What happens if the Extension Amendment and the Trust Amendment aren’t approved? |
A. If the Extension Amendment and the Trust Amendment are not approved and a business combination is not consummated by the Current
Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem all public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including any amounts representing interest earned on the trust account, less any interest released to us for working
capital purposes, |
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the payment of taxes or dissolution expenses (although, we expect all or substantially all of the interest released to be used for
working capital purposes), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. The initial stockholders and Cowen Overseas (as applicable) have each waived their respective redemption rights with respect to the
founder shares and placement shares if we fail to consummate a business combination by the Current Termination Date. There will be no redemption rights
or liquidating distributions with respect to our warrants, which will expire worthless except for the right of holders of public warrants to receive a
pro rata portion of the escrow account established for the Warrant Tender Offer. The Company would expect to pay the costs of liquidation from its
remaining assets outside of the trust fund or available to the Company from interest income on the trust account balance. |
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Q. If the Extension Amendment and the Trust Amendment are approved, what happens next? |
A. The Company is continuing its efforts to complete the proxy materials relating to the proposed business combination with Tempus,
which will involve: |
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| • | completing proxy materials; |
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| • | establishing a meeting date and record date for considering the proposed acquisition, and
distributing proxy materials to stockholders; and |
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| • | holding a special meeting to consider the proposed business combination with
Tempus. |
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This timetable is independent of the Extension Amendment and the Trust Amendment (although the Company will not be able to complete
all of these tasks prior to the Current Termination Date), and the Company expects to file a preliminary proxy statement to seek stockholder approval
for the proposed business combination. If stockholders approve the proposed business combination with Tempus, the Company expects to consummate the
business combination as soon as possible following stockholder approval. |
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If the Extension Amendment and the Trust Amendment are approved (and not abandoned), the removal of the funds in connection with the
redemption from the trust account may significantly reduce the amount remaining in the trust account and the Company’s net asset value and
increase the percentage interest of the Company’s common stock held by the Company’s directors, officers and senior
advisors. |
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Additionally, the Company’s amended and restated certificate provides that the Company shall not consummate any business
combination if the redemption of public shares in connection therewith would be expected to result in the Company’s failure to have net tangible
assets (as determined in accordance with the Exchange Act) in excess of $5 million, which could be impacted by the reduction in the trust
account. |
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Q. Would I still be able to exercise my redemption rights if I vote against the proposed business combination with
Tempus? |
A. Unless you make the Election, you will be able to vote on the proposed business combination with Tempus when it is submitted to
stockholders. If you disagree with the business combination, you will retain your right to redeem your public shares upon consummation of a business
combination in connection with the stockholder vote to approve the business combination, subject to any limitations set forth in the amended and
restated certificate and the limitations contained in the Acquisition Agreement described below in “The Potential Business Combination with
Tempus” and related agreements. |
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Q. What will happen to my warrants if the Extension Amendment and the Trust Amendment are approved? |
A. If the Extension Amendment and the Trust Amendment are approved (and not abandoned), the Company will amend the terms of the
warrants to extend the date for automatic termination of the warrants if the Company has not consummated a business combination from the Current
Termination Date to the Extended Termination Date .Holders of public warrants will continue to have five years from the consummation of the
Company’s initial business combination to exercise such warrants. |
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If the Extension Amendment and the Trust Amendment are approved (and not abandoned), Mr. Wright, Cowen Overseas and our sponsor
(collectively, the “Warrant Purchasers”) have agreed with the other parties to the escrow agreement pursuant to which Mr. Wright, Cowen
Overseas and our sponsor have deposited an aggregate of $2,250,000 for the benefit of the holders of public warrants (the “escrow agreement”)
to amend the escrow agreement to provide that the termination event thereunder will be revised to reflect the Extended Termination Date rather than the
Current Termination Date. The Warrant Purchasers will offer to purchase up to 7,500,000 public warrants at $0.30 per warrant in a tender offer to close
on or about the Current Termination Date (the “Warrant Extension Tender Offer”). In addition, the number of warrants subject to the Warrant
Tender Offer that the Warrant Purchasers will conduct in connection with a business combination will be reduced at a ratio of one for every two
warrants that are purchased in connection with the Warrant Extension Tender Offer. |
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Q. What is the deadline for voting my shares? |
A. If you are a stockholder of record, you may mark, sign, date and return the enclosed proxy card, which must be received before the
special meeting, in order for your shares to be voted at the special meeting. If you are a beneficial owner, please read the voting instructions
provided by your bank, broker, trust or other nominee for information on the deadline for voting your shares. |
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Q. What will happen if I abstain from voting or fail to vote? |
A. Abstaining or failing to vote will have the same effect as a vote against the Extension Amendment and against the Trust
Amendment. |
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Q: How can I submit my proxy or voting instructions? |
A. Whether you are a stockholder of record or a beneficial owner, you may direct how your shares are voted without attending the
special meeting. If you are a stockholder of record, you may submit a proxy to direct how your shares are voted at the special meeting, or at any
adjournment or postponement thereof. Your proxy can be submitted by mail by completing, signing and dating the proxy card you received with this proxy
statement and then mailing it in the enclosed prepaid envelope. If you are a beneficial owner, you must submit voting instructions to your bank,
broker, trust or other nominee in order to authorize how your shares are voted at the special meeting, or at any adjournment or postponement thereof.
Please follow the instructions provided by your bank, broker, trust or other nominee. |
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Submitting a proxy or voting instructions will not affect your right to vote in person should you decide to attend the special
meeting. However, if your shares are held in the “street name” of your broker, bank or another nominee, you must obtain a proxy from the
broker, bank or other nominee to vote in person at the meeting. That is the only way we can be sure that the broker, bank or nominee has not already
voted your shares. |
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Q. How do I change my vote? |
A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed
proxy card to the Company’s secretary prior to the date of the special meeting or by voting in person at the meeting. Attendance at the meeting
alone will not change your vote. You also may revoke your proxy delivering to the Company’s Secretary at c/o The Chart Group, L.P., 555 5th Avenue, 19th Floor, New York, New
York 10017, a written notice of revocation prior to the special meeting. |
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Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your
broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or
other nominee. If your shares are held in street name, and you wish to attend the special meeting and vote at the special meeting, you must bring to
the special meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and
giving you the right to vote your shares. |
||||||
Q. If my shares are held in “street name,” will my broker automatically vote them for me? |
A. No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your
shares. Your broker can tell you how to provide these instructions. |
|||||
Q. How do I exercise my redemption rights? |
A. A redemption demand may be made by checking the box on the proxy card provided for that purpose and returning the proxy card in
accordance with the instructions provided, and, at the same time, ensuring your bank or broker complies with the requirements identified elsewhere
herein. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date
of the Extension Amendment and the Trust Amendment. |
|||||
In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to
Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place,
New York, New York 10004, Attn: Mark |
||||||
Zimkind mzimkind@continentalstock.com, by two business days prior to the special meeting or to deliver your shares to the transfer
agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined
based on the manner in which you hold your shares. |
||||||
Certificates that have not been tendered in accordance with these procedures by two business days prior to the special meeting will
not be redeemed for cash. In the event that a public stockholder tenders its shares and decides prior to the special meeting that it does not want to
redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the
special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such
request by contacting our transfer agent at address listed above. |
||||||
Q. Who can help answer my questions? |
A. If you have questions, you may write or call: Morrow & Co., LLC 470 West Avenue Stamford, CT 06902 Telephone: (800) 662-5200 |
|||||
• |
the ability of the Company to effect the Extension Amendment and the Trust Amendment or consummate a business combination; |
• |
unanticipated delays in the distribution of the funds from the trust account; and |
• |
claims by third parties against the trust account |
• |
extend the Termination Date from the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended; and |
• |
allow holders of the Company’s public shares to redeem their public shares for a pro rata portion of the funds available in the trust account, and authorize the Company and the trustee to disburse such redemption payments. |
• |
permit distributions from the trust account to pay public stockholders properly demanding redemption in connection with the Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date. |
• |
extend the Termination Date from the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended; and |
• |
allow holders of the Company’s public shares to redeem their public shares for a pro rata portion of the funds available in the trust account, and authorize the Company and the trustee to disburse such redemption payments. |
• |
permit distributions from the trust account to pay public stockholders properly demanding redemption in connection with the Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date. |
• |
extend the Termination Date from the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended; and |
• |
allow holders of the Company’s public shares to redeem their public shares for a pro rata portion of the funds available in the trust account and authorize the Company and the trustee to disburse such redemption payments. |
• |
permit distributions from the trust account to pay public stockholders properly demanding redemption in connection with the Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date. |
• |
if the Extension Amendment and the Trust Amendment are not approved and a business combination is not consummated by the Current Termination Date, the Company will redeem all public shares and promptly thereafter, dissolve and liquidate. Our initial stockholders have agreed to waive their respective redemption rights with respect to the founder shares if a business combination is not consummated by the Current Termination Date. In such event, the 1,875,000 founder shares that were acquired prior to |
| the IPO for an aggregate purchase price of $25,000, will be in all probability be worthless because they will not be entitled to participate in the redemption. Such common stock had an aggregate market value of approximately $18,581,250 based on the last sale price of $9.91, on the NASDAQ Capital Market on August 4, 2014; |
• |
in connection with the IPO, Messrs. Wright and Brady have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a definitive transaction agreement, reduce the amounts in the trust account to below $10.00 per public share, except as to any claims by a third party who executed a waiver of rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act; |
• |
warrants to purchase the Company’s common stock held by the Company’s officers and directors are exercisable only following consummation of a business combination; |
• |
all rights specified in the Company’s amended and restated certificate relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after the business combination. If the business combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions; |
• |
The Company’s financial, legal and other advisors have rendered services for which they may not be paid if the business combination is not consummated. Although these payments are not expressly contingent on the outcome of the Company’s stockholder vote, any recovery of such fees and expenses by these vendors will be much more difficult in the event the business combination is not consummated. As such, these vendors could be viewed as having an interest in the outcome of such vote. |
• |
The underwriters from our IPO will only be entitled to their deferred underwriting discount of $2.34 million in the event we complete a business combination. |
• |
opportunities for platform growth; |
• |
companies with strong free cash flow characteristics; |
• |
companies with a strong competitive industry position; and |
• |
companies with an experienced and motivated management team. |
• |
companies with management teams capable of operating and excelling in the public equity markets; |
• |
portfolio companies in mature funds of financial sponsors; |
• |
companies that would likely be relatively immune to a downturn in the economic environment; |
• |
companies with large near-term debt maturities; and |
• |
companies with failed or withdrawn initial public offerings. |
• |
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• |
each of our officers and directors; and |
• |
all our officers and directors as a group. |
| Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Outstanding Common Stock |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Chart Acquisition Group LLC |
981,250 | (3) | 10.1 | % | ||||||
The Chart Group L.P. |
1,288,750 | (3) | 13.2 | % | ||||||
Christopher D. Brady |
1,397,500 | (3) | 14.3 | % | ||||||
Joseph Wright |
237,500 | (4) | 2.4 | % | ||||||
Michael LaBarbera |
86,250 | * | ||||||||
Governor Thomas Ridge |
37,500 | (5) | * | |||||||
Senator Joseph Robert Kerrey |
37,500 | (5) | * | |||||||
Manuel D. Medina |
37,500 | (5) | * | |||||||
Peter A. Cohen |
131,250 | (6) | 1.3 | % | ||||||
Kenneth J, Krieg |
** | * | ||||||||
Cowen Overseas Investment LP |
131,250 | 6) | 1.3 | % | ||||||
Kendall Family Investments |
962,500 | 7) | 9.9 | % | ||||||
Citigroup Inc. |
592,111 | (8) | 6.1 | % | ||||||
Fir Tree, Inc. |
675,000 | (9) | 6.7 | % | ||||||
AQR Capital Management, LLC |
1,477,575 | (10) | 16.8 | % | ||||||
BlueMountain Capital Management, LLC |
800,000 | (11) | 8.2 | % | ||||||
TD Asset Management Inc. |
725,000 | (12) | 7.4 | % | ||||||
Polar Securities Inc. |
693,955 | (13) | 7.12 | % | ||||||
All directors and officers as a group (8 persons) |
2,002,500 | 20.5 | % | |||||||
* |
Less than 1 percent. |
1 |
Unless otherwise noted, the business address of each of the persons and entities listed above is 555 5th Avenue, 19th Floor, New York, New York 10017. |
2 |
Includes a number of the founder shares equal to 2.5% of our shares of common stock issued and outstanding after the consummation of our IPO (excluding the placement shares) which will be subject to forfeiture on a pro-rata basis by our initial stockholders in the event the last sales price of our stock does not equal or exceed $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 60 months following the closing of our initial business combination. An additional number of founder shares equal to 2.5% of our shares of common stock issued and outstanding (excluding the placement shares) which will be subject to forfeiture on a pro-rata basis by our initial stockholders in the event the last sales price of our common stock does not equal or exceed $13.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for at least one period of 20 trading days within any 30-trading day period within 60 months following the closing of our initial business combination. |
3 |
According to a Schedule 13G filed with the SEC on February 14, 2013, Chart Acquisition Group LLC, a Delaware limited liability company, our sponsor, is the holder of 981,250 shares composed of 750,000 founder shares and 231,250 placement shares. The Chart Group L.P. is the direct holder of 307,500 shares and, through its membership interest in the sponsor, is the indirect holder of 750,000 founder shares and 231,250 placement shares. The Chart Group L.P., the sole managing member of our sponsor, is a limited partnership that is managed and controlled by its general partner, Antwerp L.L.C., a New York limited liability company. Mr. Brady owns a majority of the membership interests in Antwerp L.L.C., and is its Chief Executive Officer and a member of its Management Committee. As such, Mr. Brady may be deemed to have effective control of Antwerp L.L.C. and thereby effective control over The Chart Group L.P. and our sponsor and may exercise voting and dispositive power with respect to the shares held by our sponsor and The Chart Group L.P. Consequently, Mr. Brady may be deemed the beneficial owner of 1,288,750 shares composed of 1,057,500 founder shares and 231,250 placement shares, held by our sponsor. Mr. Brady directly holds 108,750 of our founder shares. Mr. Brady disclaims beneficial ownership over any shares owned by The Chart Group L.P. or our sponsor over which he does not have any pecuniary interest. Our sponsor, The Chart Group L.P. and Mr. Brady have entered into a supporting stockholder agreement with the Target and Messrs. Gulbin and Terry in which they agreed to, among other things, vote stock beneficially owned by them in favor of the Extension Amendment and the Trust Amendment. As a result of the execution of the supporting stockholder agreement, the Target and Messrs. Gulbin and Terry may be deemed to beneficially own these shares. The Target and Messrs. Gulbin and Terry each have disclaimed beneficial ownership of such shares as reported in a Schedule 13D filed by the Target and Messrs. Gulbin and Terry with the SEC on July 25, 2014. |
4 |
Mr. Wright holds 237,500 shares composed of 225,000 founder shares and 12,500 placement shares. Mr. Wright has entered into a supporting stockholder agreement with the Target and Messrs. Gulbin and Terry in which he agreed to, among other things, vote stock beneficially owned by him in favor of the Extension Amendment and the Trust Amendment. As a result of the execution of the supporting stockholder agreement, the Target and Messrs. Gulbin and Terry may be deemed to beneficially own these shares. The Target and Messrs. Gulbin and Terry each have disclaimed beneficial ownership of such shares as reported in a Schedule 13D filed by the Target and Messrs. Gulbin and Terry with the SEC on July 25, 2014. |
5 |
Messrs. Ridge, Kerrey and Medina, respectively, hold 37,500 founder shares. |
6 |
Cowen Group, Inc. has indirect sole voting and dispositive power over Cowen Overseas through its ownership of Ramius Advisors, LLC a wholly-owned subsidiary of Cowen Group, Inc. and the general partner of Cowen Overseas. This amount includes placement shares beneficially owned by Cowen Overseas Investment LP. As Chairman and Chief Executive Officer of Cowen Group, Inc., Peter Cohen may be deemed to control or share control of Cowen Group, Inc. Peter Cohen’s business address is c/o Ramius Advisors, LLC, 599 Lexington Avenue, 19th Floor, New York, New York 10022. Andrew Cohen who is the managing director of Ramius Advisors, LLC, has voting and dispositive power with respect to the shares held by Cohen Overseas. Each of Peter Cohen and Andrew Cohen disclaims beneficial ownership of any securities over which he does not have pecuniary interest. Cowen Overseas has entered into a supporting stockholder agreement with the Target and Messrs. Gulbin and Terry in which it agreed to, among other things, vote stock beneficially owned by it in favor of the Extension Amendment and the Trust Amendment. As a result of the execution of the supporting stockholder agreement, the Target and Messrs. Gulbin and Terry may be deemed to beneficially own these shares. The Target and Messrs. Gulbin and Terry each have disclaimed beneficial ownership of such shares as reported in a Schedule 13D filed by the Target and Messrs. Gulbin and Terry with the SEC on July 25, 2014. |
7 |
According to a Schedule 13G filed with the SEC on February 14, 2013 by Kendall Family Investments, LLC and Mr. Louis M. Bacon, through its membership interest in the sponsor, Kendall Family Investments, LLC is the indirect holder of 962,500 shares composed of 212,500 placement shares and 750,000 founder shares, representing 9.87% of our outstanding shares of common stock. Kendall Family Investments, LLC is controlled by Mr. Louis M. Bacon, who has voting and dispositive power over its securities. The principal business office of each of Kendall Family Investments, LLC and Mr. Bacon is located at 1251 Avenue of the Americas, New York, New York 10020. |
8 |
According to Amendment No. 1 to Schedule 13G filed with the SEC on January 23, 2014 by Citigroup Inc., the reporting person has shared voting and dispositive power over 592,111 shares of common stock, representing 6.1% of our outstanding common stock. The address of reporting person is 399 Park Avenue, New York, NY 10022. |
9 |
According to a Schedule 13G filed with the SEC on February 14, 2013 by Fir Tree, Inc (“Fir Tree”), the reporting person beneficially owns 675,000 shares of common stock, which represents approximately 6.7% of the common stock outstanding. Fir Tree may be deemed to beneficially own the 675,000 shares of common stock purchased by certain private investment funds for which Fir Tree serves as the investment manager. Fir Tree has been granted investment discretion over the shares of common stock held by certain private investment funds for which Fir Tree serves as the investment manager, and thus, has the shared power to direct the vote and disposition of 675,000 shares of common stock. Reporting person has an address at 505 Fifth Avenue, 23rd Floor, New York, New York 10017. |
10 |
Based on information contained in Amendment No. 1 to Schedule 13G filed on February 11, 2014 by AQR Capital Management, LLC (“AQR”), AQR serves as the investment manager to the AQR Diversified Arbitrage Fund, an open-end registered investment company, which holds 1,477,575 shares of common stock, representing approximately 16.8% the outstanding shares of common stock. AQR Capital Management, LLC serves as the investment manager to the AQR Diversified Arbitrage Fund, an open-end registered investment company, which holds 14.4% of the reported securities. Reporting persons have an address at Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
11 |
According to Amendment No. 1 to Schedule 13G filed on February 12, 2014 by BlueMountain Capital Management, LLC and BlueMountain GP Holdings, LLC, BlueMountain Capital Management, LLC has shared voting and dispositive power over 800,000 shares of common stock, representing 8.2%of the outstanding shares of common stock. BlueMountain GP Holdings, LLC has shared voting and dispositive power over 634,577 shares of common stock, representing 6.5% of the outstanding shares of common stock. The address of the principal business office of each of the reporting persons is 280 Park Avenue, 5th Floor East, New York, New York 10017. |
12 |
According to a Schedule 13G filed on February 13, 2014 by TD Asset Management Inc., reporting person has sole voting and dispositive power of 725,000 shares of common stock, representing 7.44% of the outstanding shares of common stock. The address and principal place of business office of reporting person is Canada Trust Tower, BCE Place, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2. |
13 |
According to Amendment No.1 to Schedule 13G filed on February 13, 2014 by Polar Securities Inc., reporting persons has shares voting and dispositive power with North Pole Capital Master Fund of 693,955 shares of common stock, representing 7.12% of the outstanding shares of common stock. The address of the business office of each of the reporting persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada. |
• |
If the shares are registered in the name of the stockholder, the stockholder should contact us at our offices at c/o The Chart Group, L.P., 555 5th Avenue, 19th Floor, New York, New York 10017, or by telephone at (212) 350-8205 to inform us of his or her request; or |
• |
If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly. |
CHART
ACQUISITION CORP. |
||||||||||
By: |
___________________________________ |
|||||||||
Michael LaBarbera Chief Financial Officer and Secretary |
||||||||||
1. |
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: |
2. |
Limited Distributions of Income from Trust Account. |
3. |
Agreements and Covenants of the Company. The Company hereby agrees and covenants to: |
4. |
Limitations of Liability. The Trustee shall have no responsibility or liability to: |
7. |
Miscellaneous. |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
|||||||||||
By: |
____________________________________ |
||||||||||
Name: |
Frank A. Di Paolo |
||||||||||
Title: |
Chief Financial and Trust Officer |
||||||||||
CHART ACQUISITION CORP. |
|||||||||||
By: |
____________________________________ |
||||||||||
Name: |
Michael LaBarbera |
||||||||||
Title: |
Chief Financial Officer |
||||||||||
| Fee Item |
Time and method of payment |
Amount (1) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Set-up fee |
Consummation of IPO by wire transfer of funds |
$3,000 |
||||||||
Annual trustee fee |
Upon execution of the IMTA and at each anniversary |
$10,000.00 |
||||||||
All services in connection with a Business Combination and/or all services in connection with liquidation of Trust Account if no Business
Combination. |
Upon final liquidation of the Trust Account but, upon liquidation if no Business Combination, only from interest earned or from the
Company by wire transfer of funds |
Prevailing rates after consultation with the issuer and its counsel at the time of combination. |
||||||||
(1) |
Any amounts owed by the Company are subject in their entirety to the provisions of Section 5 of this Agreement. |
cc: |
Deutsche Bank Securities, Inc. Cowen and Company, LLC |
1 |
Only if stockholder vote held |
cc: |
Deutsche Bank Securities, Inc. Cowen and Company, LLC |
cc: |
Deutsche Bank Securities, Inc. (“DB”) Cowen and Company, LLC |
| AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK |
AUTHORIZED TELEPHONE NUMBER(S) |
|||||
|---|---|---|---|---|---|---|
Company: |
||||||
Chart Acquisition Corp. 75 Rockefeller Plaza, 14th Floor, New York, NY 10019 Attention: Michael LaBarbera |
(212) 350-8275 |
|||||
Ellenoff Grossman & Schole LLP 150 East 42nd Street, 11th Floor New York, New York 10017 Attn: Stuart Neuhauser, Esq. |
(212)370-1300 |
|||||
Trustee: |
||||||
Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn: Frank Di Paolo, CFO |
(212) 845-3270 |
|||||
|
Please mark
vote as indicated in this example |
x |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.
|
|
Proposal 1 — Business Combination Deadline
|
FOR | AGAINST | ABSTAIN | |||
|
To amend the Company’s amended and restated certificate of incorporation to extend the date before which the Company must complete a business combination (the “Termination Date”) from September 13, 2014 (the “Current Termination Date”) to March 13, 2015 (the “Extended Termination Date”), and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended.
|
o | o | o | |||
|
Proposal 2 — Redemption Rights
|
FOR | AGAINST | ABSTAIN | |||
|
To amend the Company’s amended and restated certificate of incorporation to allow holders of the Company’s public shares to redeem their public shares for a pro rata portion of the funds available in the trust account (the “trust account”) established in connection with the Company’s initial public offering (“IPO”), and authorize the Company and the trustee to disburse such redemption payments.
|
o | o | o | |||
| Proposal 3 — Trust Amendment | FOR | AGAINST | ABSTAIN | |||
|
To amend and restate the Company’s investment management trust agreement, dated December 13, 2012 (the “trust agreement”) by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”) to permit distributions from the trust account to pay public stockholders properly demanding redemption in connection with the Extension Amendment and the Trust Amendment; and extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date.
|
o | o | o | |||
| EXERCISE REDEMPTION RIGHTS | ||||||
|
If you hold shares of the Company’s common stock issued in its initial public offering, you may exercise your redemption rights and demand that the Company redeem your shares of common stock for a pro rata portion of the trust account by marking the “Exercise Redemption Rights” box. If you exercise your redemption rights, then you will be exchanging your shares of the Company’s common stock for cash and will no longer own these shares. You will only be entitled to receive cash for your shares if the Extension Amendment and the Trust Amendment are approved (and not abandoned) and you continue to hold your shares through the time the Extension Amendment and the Trust Amendment become effective and tender your stock certificate to the Company in accordance with the accompanying proxy statement.
|
o | |||||
| CHECK HERE FOR ADDRESS CHANGE AND INDICATE THE CORRECT ADDRESS | o |