OVERVIEW of recent special purpose acquisition company (SPAC) activity

We Have Significant Experience in SPAC Transactions

(January, 2008) -- Over the past year corporate lawyers at KALBIAN HAGERTY LLP, working in conjunction with experienced investors, underwriters, bankers, and accountants, have developed significant expertise with respect to Special Purpose Acquisition Company (SPAC) transactions, both in the United States and abroad.

Specifically, Education Media, Inc. (“EMI”), a newly incorporated Delaware SPAC, hired Kalbian Hagerty LLP, as general counsel last fall. EMI was formed by John Hendricks, founder and Chairman of the Board of Discovery Communications Inc. and James Kimsey, founder and Chairman Emeritus of America Online, Inc. for the purpose of raising $100 million in the public market to acquire an operating company in the education industry.

In November of 2007, EMI signed a Letter of Intent with investment banking firm Ferris, Baker, Watts to underwrite the public offering. On November 27, 2007, Kalbian Hagerty LLP filed a Form S-1 registration statement with the Securities and Exchange Commission.

One in Four IPOs is a SPAC

SPACs in their present form are an investment vehicle that has arisen relatively recently (within the past four years) but now account for almost 25 percent of all IPO’s filed with the SEC.

A December 14, 2007 New York Times article “Blank Checks Keep Getting Bigger” noted, “The private equity industry may be in hibernation, but another brand of buyout vehicle – known as the special-purpose acquisition company – is in overdrive."

Special-purpose acquisition companies are shell entities that go public with little more than the reputations of their founders. They raise money with the intention of buying a business within a specified time, and promise to liquidate if they do not.

In recent months, dozens of entrepreneurs and financers have tried their hands at SPACs, which are also known as blank – check companies. They include Dave Cho, the founder of the Nautica clothing line, and Tom Hicks, the buyout veteran, who owns the “Texas Rangers”.