About EDGAR Online | Login
Enter your Email for a Free Trial:
The following is an excerpt from a S-1 SEC Filing, filed by APPLE CREEK ACQUISITION CORP on 2/6/2008.
Next Section Next Section Previous Section Previous Section

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. References in this prospectus to “we,” “us” or “our company” refer to Apple Creek Acquisition Corp., a Delaware corporation. We refer to Apple Creek Acquisition Holdings, LLC as our “founding stockholder,” and we refer to our founding stockholder and Andrew Beer, Ran Fridrich and Bradley Smith, the directors to whom founders’ shares have been transferred, collectively throughout this prospectus as our “initial stockholders.” References to “public stockholders” refer to purchasers in this offering or in the secondary market, including any of our initial stockholders, officers or directors and their affiliates to the extent that they purchase or acquire shares in this offering or in the secondary market. Throughout this prospectus, we sometimes refer to Tricadia Capital Management, LLC, the managing member of our founding stockholder and a Delaware limited liability company, as “Tricadia” or “Tricadia Capital”. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
We are a blank check company organized under the laws of the State of Delaware on November 28, 2007. We were formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more businesses or assets, which we refer to as our “initial business combination.” Our efforts to identify a prospective target business will not be limited to a particular industry, although we intend to focus our efforts on acquiring an operating business in the alternative asset management sector or a similar business. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussion, formal or otherwise, with respect to such a transaction. Additionally, we have not sought, nor have we engaged or retained any agent or other representative, to identify or locate any suitable acquisition candidate, conduct any research or take any measures, directly or indirectly, to locate or contact a target business.
Alternative asset management, in general, involves managing portfolios using a variety of investment strategies where the common element is the manager’s goal of delivering investment performance on an absolute return basis within certain predefined risk parameters. These investment returns tend to have a lower correlation to the broader market than do traditional asset management strategies. The commonality across nearly all alternative asset management portfolios is that the fee arrangements typically include a significant performance fee (incentive income) component and that investor expectations are often framed in terms of absolute returns, rather than returns which are measured in relation to benchmark indices.
We have entered into a business opportunity right of first review agreement with Tricadia Capital, which provides that from the effective date of the registration statement of which this prospectus forms a part until the earlier of the filing by us of a current report on Form 8-K with the SEC announcing the execution of a definitive agreement for our initial business combination, or our liquidation, we will have a right of first review with respect to business combination opportunities of Tricadia Capital with a fair market value of $177 million or more that Tricadia Capital, including its principals and employees, first becomes aware of after the effective date. Tricadia Capital will first offer any such business opportunity to us (subject to fiduciary obligations it has to its clients as a registered investment advisor) and will not, and will cause each fund and other investment vehicle managed or advised by Tricadia Capital not to, pursue such business opportunity unless and until our board of directors has determined for any reason that we will not pursue such opportunity. Decisions by us to release Tricadia Capital to pursue any specific business opportunity will be made solely by a majority of our disinterested directors. This right of first review will not include:


Table of Contents

    companies targeted for acquisition by any company in which an investment vehicle managed or advised by Tricadia Capital has an investment; and
    any target entity in which any of our officers, directors or Tricadia Capital or their affiliates has a financial interest.
We will seek to utilize the expertise and resources of Tricadia Capital to locate a potential target business. Tricadia Capital is a New York based SEC-registered investment advisor focused primarily on credit-related trading strategies. Tricadia Capital was founded in April 2003 by Messrs. Michael Barnes and Arif Inayatullah, each of whom has over 19 years of experience in the issuance and proprietary trading of structured fixed income and credit derivative products. In addition to Messrs. Barnes and Inayatullah, Tricadia has approximately 40 professionals focused on the administration, analysis and trading of credit-related products. The Tricadia Capital team currently manages approximately $8.3 billion in hedge funds, managed accounts, collateralized debt obligations and permanent capital businesses. We believe that our access to the resources, infrastructure and expertise of Tricadia Capital will provide us with a wide variety of acquisition opportunities and a significant competitive advantage.
While we may seek to acquire or acquire control of more than one business or asset, which we refer to as our “target business” or “target businesses,” our initial business combination must involve one or more target businesses having a fair market value, individually or collectively, equal to at least 80% of the balance in the trust account at the time of such initial business combination (excluding deferred underwriting discounts and commissions of $7.88 million, or approximately $9.06 million if the underwriters’ over-allotment option is exercised in full). We will only consummate a business combination in which we become the controlling stockholder of the target. The key factor that we will rely on in determining controlling stockholder status would be our acquisition of at least 50.1% of the voting equity interests of the target company. We will not consider any transaction that does not meet such criteria. In addition, we will not enter into our initial business combination with any entity in which any of our officers, directors or Tricadia Capital or their affiliates has a financial interest.
If we are unable to consummate our initial business combination within the allotted time period set forth in this prospectus, our corporate existence will cease and we will implement our liquidation plan, which will include the distribution of the proceeds held in the trust account to our public stockholders in an amount we expect to be $9.83 per share of common stock held by them (or approximately $9.81 per share if the underwriters exercise their over-allotment option).
Competitive Advantages
We believe we have the following competitive advantages over other entities with business objectives similar to ours.
Experienced Management Team . Our management team will consist of five senior managers of Tricadia Capital (the managing member of our founding stockholder) who have, on average, 20 years of experience in the fields of credit analysis and trading, leveraged loans, capital markets, risk management, structured products and special situation investing. Our Chairman and Co-Chief Executive Officer, Michael Barnes and our Co-Chief Executive Officer and Director, Arif Inayatullah, are founding partners and Co-Chief Investment Officers of Tricadia Capital. Our Chief Operating Officer is Geoffrey Kauffman, who oversees the development and administration of a credit derivative products company and other alternative asset management vehicles at Tricadia Capital. Our Executive Vice President is John McCormick, who oversees an experienced middle market investment management group of seven professionals for Tricadia Capital. Our Chief Financial Officer is Julia Wyatt, who is the Chief Operating Officer and Chief Financial Officer of Tricadia Capital.
Depth of Asset Management Experience . Tricadia Capital and its affiliates currently manage portfolios with approximately $8.3 billion in hedge funds, managed accounts, collateralized debt obligations and permanent capital businesses.


Table of Contents

Access to Tricadia Capital’s and Mariner’s Infrastructure . We believe we have a significant competitive advantage through our access to Tricadia Capital’s team of experienced asset management professionals who are supported by an established operational infrastructure. We believe Tricadia Capital has a seasoned management team with extensive experience in the credit markets. We also believe that the relationship and long-term service agreement, or the Services Agreement, between Tricadia Holdings, L.P. (“Tricadia Holdings”), the parent of Tricadia Capital, and Mariner Investment Group, LLC (“Mariner”), under which a portion of Mariner’s revenues are tied to the success of Tricadia Capital, enhances our operational infrastructure. Mariner is an investment management company based in New York with more than $13.0 billion of assets under management and over 140 employees. Mariner focuses primarily on fixed income and relative-value credit asset management strategies. Under the Services Agreement, Mariner provides certain support services to Tricadia Holdings and its affiliates Tricadia Capital and Tricadia CDO Management LLC (collectively, the “Tricadia Affiliates”). These support services include back office, human resources, marketing, compliance and legal support and investor relations (the “Support Services”), which we expect to benefit from. Notwithstanding the above described Support Services, Mariner will have no responsibilities related to the operations or supervision of Apple Creek Acquisition Corp.
Status as a public company: We believe our structure will make us an attractive business combination partner to potential target businesses in the alternative asset management industry. As an existing public company, we offer a target business an alternative to the traditional initial public offering process through a merger or other business combination. The owners of the target business could exchange their shares of stock in the target business for shares of our stock.
Financial position : With a trust account initially in the amount of approximately $221.3 million (assuming no exercise of the over-allotment option), we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we believe we could consummate an initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we believe we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance that it will be available to us.
Our executive offices are located at 767 Third Avenue, 11 th Floor, New York, NY 10017 and our telephone number is (212) 758-6201.


Table of Contents
EDGAR® is a federally registered trademark of the U.S. Securities and Exchange Commission. EDGAR®Online is not affiliated with or approved by the U.S. Securities and Exchange Commission.