Prospect Acquisition Corp. Announces Entry Into an Agreement With Malibu Partners and Affiliates
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Prospect Acquisition Corp. Announces Entry Into an Agreement With Malibu
Partners and Affiliates
NAPLES, Fla., Nov. 12 /PRNewswire-FirstCall/ -- Prospect Acquisition Corp.
(Amex: PAX) (the "Company" or "Prospect") announced today that it has entered
into an agreement (the "Malibu Agreement") with Malibu Partners LLC ("Malibu
Partners"), The Malibu Companies, LLC ("Malibu Companies"), Broad Beach
Partners LLC ("Broad Beach") and Kenneth J. Abdalla ("Abdalla" and
collectively with Malibu Partners, Malibu Companies and Broad Beach, the
"Malibu Parties") pursuant to which the Malibu Parties have agreed to
terminate option agreements between one or more of the Malibu Parties and each
of Bulldog Investors, Arrowgrass Master Fund Ltd. and Del Mar Master Fund,
Ltd. (the "Option Parties") and to enter into a stock purchase agreement with
Prospect (each, a "Malibu Purchase Agreement"), as described more fully below.
In addition, pursuant to the Malibu Agreement, Prospect's founders have
agreed to transfer up to 500,000 shares of common stock to Malibu Companies,
subject to downward adjustment, and Prospect's sponsors will transfer up to
500,000 sponsors warrants to Malibu Companies.
The Malibu Agreement will terminate upon the earliest to occur of (a) the
termination of the Merger Agreement, (b) 11:59 p.m. Eastern Time on November
14, 2009 if the Merger has not occurred by such time (unless Prospect obtains
an extension of its deadline), or (c) upon written notice by Prospect to
Abdalla on or after 5:00 p.m. Eastern Time on November 12, 2009 if the Option
Parties, with respect to 5,005,328 shares of Prospect common stock in the
aggregate shall not have either (i) entered into a stock purchase agreement
with Prospect substantially in the form of the Malibu Purchase Agreement or
(ii) sold any shares of Prospect common stock owned by such Option Party to a
third-party "aggregator" with whom Prospect has entered into a contractual
arrangement, or (d) upon written notice by Prospect to Abdalla on or after
5:00 p.m. Eastern Time on November 12, 2009 if the Malibu Parties, with
respect to 1,453,921 shares of Prospect common stock, shall not have either
(i) entered into a stock purchase agreement with Prospect or (ii) sold any
shares of Prospect common stock beneficially owned by such Option Party to an
aggregator.
Under the terms of the Malibu Purchase Agreement, Prospect will agree to
purchase 1,453,921 shares of Prospect common stock owned by the Malibu Parties
at a purchase price per share of $9.95, and the Malibu Parties will grant a
proxy to vote their shares of Prospect common stock in favor of each of the
proposals to be presented at Prospect's special meeting of stockholders and as
set forth in Prospect's Proxy Statement/Prospectus, dated October 28, 2009.
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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