Prospect Acquisition Corp. Announces Entry Into an Agreement With Victory Park and Entry Into Stock Purchase Agreements With Credit Suisse, Nisswa Acquisition Master Fund and Milton Arbitrage Partners
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Prospect Acquisition Corp. Announces Entry Into an Agreement With Victory Park
and Entry Into Stock Purchase Agreements With Credit Suisse, Nisswa
Acquisition Master Fund and Milton Arbitrage Partners
NAPLES, Fla., Nov. 12 /PRNewswire-FirstCall/ -- Prospect Acquisition Corp.
(Amex: PAX) (the "Company" or "Prospect") announced today that it has entered
into an agreement with Victory Park, a stock purchase agreement with Credit
Suisse, a stock purchase agreement with Nisswa Acquisition Master Fund, and a
share purchase agreement with Milton Arbitrage Partners.
Agreement with Victory Park
Prospect has entered into an agreement (the "Victory Agreement"), dated
November 11, 2009, with Victory Park Capital Advisors, LLC ("Victory Park"),
pursuant to which funds managed by Victory Park or other purchasers acceptable
to Victory Park and Prospect may purchase up to an aggregate of 7,591,093
shares of Prospect's common stock from third parties prior to Prospect's
special meeting of stockholders. Victory Park is not an affiliate of Prospect,
its officers and directors and/or their respective affiliates, or
Kennedy-Wilson, or its officers and directors and/or their respective
affiliates. It is anticipated that Victory Park will effect purchases of
Prospect common stock through independent, privately negotiated transactions
with third parties who are institutions or other sophisticated investors that
have voted against or indicated an intention to vote against the Merger (as
defined herein) and the Agreement and Plan of Merger (the "Merger Agreement")
by and among Prospect, KW Merger Sub Corp., a wholly-owned subsidiary of
Prospect ("Merger Sub") and Kennedy-Wilson, Inc. ("Kennedy-Wilson"), pursuant
to which Merger Sub will merge (the "Merger") with and into Kennedy-Wilson,
with Kennedy-Wilson continuing as the surviving corporation and a wholly-owned
subsidiary of Prospect. The purchase price for shares purchased pursuant to
the Victory Agreement could exceed the market price by up to $0.04 per share.
Pursuant to the Victory Agreement, Prospect will pay Victory Park a fee of
1.0% of the total purchase price of all shares of Prospect's common stock
purchased by Victory Park from third parties. In connection with each
purchase of common stock by Victory Park pursuant to the Victory Agreement,
Victory Park and Prospect will enter into a stock purchase agreement (each, a
"Victory Purchase Agreement"), pursuant to which Prospect will agree to
purchase such common stock from Victory Park at a price equal to the aggregate
purchase price paid by Victory Park for such shares plus the 1.0% fee
described above. No funds other than those payable to Victory Park may be
released from the trust account containing the net proceeds of Prospect's
initial public offering following the consummation of the Merger until
Prospect has paid Victory Park pursuant to the Victory Purchase Agreements in
full except to converting stockholders. Such purchases, if made, would
increase the likelihood that holders of a majority of shares of Prospect's
common stock will vote in favor of the Merger and the Merger Agreement and
that holders of less than 30% of Prospect's common stock will vote against the
Merger and the Merger Agreement and seek conversion of their Prospect common
stock into cash in accordance with Prospect's amended and restated charter.
Agreement with Credit Suisse
Prospect also announced that it has entered into a Stock Purchase Agreement,
dated November 12, 2009, with Credit Suisse Securities (USA) LLC ("Credit
Suisse") to purchase an aggregate of 497,100 shares of Prospect common stock
for a purchase price of $9.908 per share (the "Credit Suisse Purchase
Agreement"). Credit Suisse is not an affiliate of Prospect, its officers and
directors and/or their respective affiliates, or Kennedy-Wilson, or its
officers and directors and/or their respective affiliates. Pursuant to the
Credit Suisse Purchase Agreement, Credit Suisse has agreed not to exercise its
conversion rights and to grant a proxy to vote its Prospect common stock in
favor of each of the proposals to be presented at Prospect's special meeting
of stockholders, which proposals are set forth in Prospect's Proxy
Statement/Prospectus.
The purchase of shares of Prospect common stock under the Credit Suisse
Purchase Agreement may increase the likelihood that holders of a majority of
shares of Prospect's common stock will vote in favor of the Merger and the
Merger Agreement and that holders of less than 30% of Prospect common stock
will vote against the Merger and the Merger Agreement and seek conversion of
their common stock into cash in accordance with Prospect's amended and
restated charter. The purchase of common stock pursuant to the Credit Suisse
Purchase Agreement will take place concurrently with or following the closing
of the Merger and will be paid for with funds that will be released from
Prospect's trust account upon consummation of the Merger.
Agreement with Nisswa Acquisition Master Fund
Prospect announced that it has entered into a Stock Purchase Agreement, dated
November 11, 2009, with Nisswa Acquisition Master Fund, Ltd. ("Nisswa") to
purchase up to a maximum of 650,000 shares of Prospect common stock for a
purchase price of $9.95 per share (the "Nisswa Purchase Agreement"). Nisswa
is not an affiliate of Prospect, its officers and directors and/or their
respective affiliates, or Kennedy-Wilson, or its officers and directors and/or
their respective affiliates. Pursuant to the Nisswa Purchase Agreement,
Nisswa has agreed not to exercise its conversion rights or, if it has already
exercised its conversion rights, to withdraw and revoke such exercise.
The purchase of shares of Prospect common stock under the Nisswa Purchase
Agreement may increase the likelihood that holders of less than 30% of
Prospect common stock will seek conversion of their common stock into cash in
accordance with Prospect's amended and restated charter. The purchase of
common stock pursuant to the Nisswa Purchase Agreement will take place
concurrently with or following the closing of the Merger and will be paid for
with funds that will be released from Prospect's trust account upon
consummation of the Merger.
Agreement with Milton Arbitrage Partners
Prospect also announced that it has entered into a Share Purchase Agreement,
dated November 12, 2009, with Milton Arbitrage Partners, LLC ("Milton
Partners") to purchase an aggregate of 832,900 shares of Prospect common stock
for a purchase price of $9.95 per share (the "Milton Partners Purchase
Agreement"). Milton Partners is not an affiliate of Prospect, its officers
and directors and/or their respective affiliates, or Kennedy-Wilson, or its
officers and directors and/or their respective affiliates. Pursuant to the
Milton Partners Purchase Agreement, Milton Partners has agreed not to exercise
its conversion rights and to grant a proxy to vote its Prospect common stock
in favor of each of the proposals to be presented at Prospect's special
meeting of stockholders, which proposals are set forth in Prospect's Proxy
Statement/Prospectus.
The purchase of shares of Prospect common stock under the Milton Partners
Purchase Agreement may increase the likelihood that holders of a majority of
shares of Prospect's common stock will vote in favor of the Merger and the
Merger Agreement and that holders of less than 30% of Prospect common stock
will vote against the Merger and the Merger Agreement and seek conversion of
their common stock into cash in accordance with Prospect's amended and
restated charter. The purchase of common stock pursuant to the Milton
Partners Purchase Agreement will take place concurrently with or following the
closing of the Merger and will be paid for with funds that will be released
from Prospect's trust account upon consummation of the Merger.
About Prospect Acquisition Corp.
Prospect is a blank check company formed for the purpose of acquiring, or
acquiring control of, through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination,
one or more businesses or assets, which it refers to as its initial business
combination, in the financial services industry, which includes investment
management firms.
Where to Find Additional Information
Prospect has filed with the SEC a Registration Statement on Form S-4, declared
effective by the SEC on October 28, 2009, which contains a prospectus relating
to the securities Prospect intends to issue in the proposed merger, and a
definitive proxy statement in connection with the proposed merger and has
mailed the definitive proxy statement and other relevant documents to Prospect
stockholders. Stockholders of Prospect and other interested persons are
advised to read Prospect's definitive proxy statement in connection with
Prospect's solicitation of proxies for the special meeting to be held to
approve the merger because it contains important information about
Kennedy-Wilson, Prospect and the proposed merger. Stockholders may obtain a
copy of the definitive proxy statement, without charge, at the SEC's Internet
site at http://www.sec.gov or by directing a request to: Prospect Acquisition
Corp., 9130 Galleria Court, Suite 318, Naples, FL 34109, telephone (239)
254-4481.
Cautionary Statements Regarding Forward-Looking Statements
Certain statements in this press release regarding the intention to vote on
the proposals presented at the special meeting of Prospect stockholders, the
expectation around sellers exercising conversion rights, the proposed merger
between Prospect and Kennedy Wilson, and any other statements relating to
future results, strategy and plans of Kennedy Wilson and Prospect (including
certain projections and business trends, and statements which may be
identified by the use of the words "may", "intend", "expect" and like words)
constitute "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties. For Kennedy Wilson,
these risks and uncertainties include, but are not limited to its revenues and
operating performance, general economic conditions, industry trends,
legislation or regulatory requirements affecting the business in which it is
engaged, management of growth, its business strategy and plans, fluctuations
in customer demand, the result of future financing efforts and its dependence
on key personnel. For Prospect, factors include, but are not limited to: the
successful combination of Prospect with Kennedy Wilson's business, the ability
to retain key personnel and the ability to achieve stockholder and regulatory
approvals and to successfully close the transaction. Additional information
on these and other factors that may cause actual results and Prospect's
performance to differ materially is included in Prospect's periodic reports
filed with the SEC, including but not limited to Prospect's Form 10-K for the
year ended December 31, 2008 and subsequent Forms 10-Q and Prospect's
Registration Statement on Form S-4, which includes Prospect's definitive proxy
statement/prospectus. Copies may be obtained by contacting Prospect or the
SEC. Prospect cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. These
forward-looking statements are made only as of the date hereof, and Prospect
undertakes no obligations to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law.
SOURCE Prospect Acquisition Corp.
Prospect Acquisition Corp., James J. Cahill, Chief Financial Officer,
+1-239-254-4481
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