Another blank check company, Energy Infrastructure Acquisition Corp., has filed an S-1. The deal is being underwritten by Maxim Group LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the energy industry.
Energy Infrastructure Corp. – STILL IN REGISTRATION
Number of units being offered: 15,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to purchase one share of common stock at $8.00 per share.
Underwriters: Maxim Group LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 18,956,349
Shares to be held by public shareholders: 15,000,000
Shares held by insiders: 3,956,349
Percentage held by public shareholders: 79.1%
Gross proceeds being raised: $150,000,000
Net proceeds to be held in escrow: $148,417,460 (See “Other insider requirements”)
Escrowed proceeds per share applicable to future public shareholders: $9.90
Date of IPO: N/A
Date of original filing: February 7, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,956,349 shares purchased at $.006 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years after the offering, the liquidation of the company, or the consummation of an acquisition.
Other insider requirements: Simultaneous with the initial public offering, the Chairman and CEO has agreed to purchase 825,398 units at $10.00 per unit, a total of $8,253,980. All of the proceeds from this private placement will be placed into the escrow account for the potential benefit of the public shareholders. In the event that the company is liquidated, the insiders would not receive any of the escrowed funds.
If certain benchmarks are achieved, George Sagredos could earn as many as 3 million shares additional shares in the company.
Description of business: We are a blank check company organized under the laws of the State of Delaware on August 11, 2005. We were formed to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses that supports the process of bringing energy, in the form of crude oil, natural and liquefied petroleum gas, and refined and specialized products (such as petrochemicals), from production to final consumption throughout the world.
Biographical information for significant officers: George Sagredos has been our chief operating officer, president and a director since inception. Mr. Sagredos is currently serving as the managing director of the Hermitage Group. The Hermitage Group’s business operates in the former Commonwealth of Independent States (CIS), the Mediterranean, Far East, China, and Central and South America. In 1993, Mr. Sagredos founded Hermitage Resources Ltd., a trading firm involved in the arbitrage of oil products in the emerging growth markets. While at Hermitage Resources, Mr. Sagredos served as the president of the Crude Oil and Products Trading division, focusing on the Russian and Mediterranean markets. From 1991 to 1993, Mr. Sagredos served as senior trader in the international oil trading division of A.O.T. Zug, in Switzerland. From 1987 to 1990, Mr. Sagredos was the senior trader for clean products in the Oil Products Trading and International Arbitrage division of Phibro Energy, Switzerland. As the senior trader, he was responsible for Mediterranean and International Arbitrage for Europe and the Far East. From 1986 to 1987, he was the senior clean products trader of the Oil Trading Products division of Petrogulf S.A., a privately owned independent oil and gas producer, in both the New York and London offices. Mr. Sagredos joined Goldman Sachs & Co. in their New York offices as a trader specializing in the oil futures industry in 1985. Prior to joining Goldman Sachs & Co., Mr. Sagredos was a tanker broker for D&L Partners in New York. From 1983 to 1984, he was part of the dry cargo chartering operations for Thenamaris Maritime. Mr. Sagredos began his career with Noga, S.A./Olegine, S.A. in Geneva, managing the company’s shipping finances. Mr. Sagredos received his M.Sc. in chemical engineering from ETH Zurich, Switzerland in 1980. He received a Masters in Business Administration from the Wharton School of Business at the University of Pennsylvania in 1982.
Andreas Theotokis has been our chairman of the board of directors since inception and a director since December 2005. Mr. Theotokis has over 25 years of experience in the oil industry including operations, shipping, finance, refinery economics, marketing and risk management. Mr. Theotokis currently serves as the senior advisor on Trading and Business Development for the Samsung Corporation. The Trading Company generates $9.7 billion in revenue and operates in 76 worldwide locations, managing the corporation’s regional and arbitrage trading between Europe and the Far East. Mr. Theotokis was instrumental in creating Samsung’s niche oil trading business based on East-West Arbitrage. Prior to joining Samsung, Mr. Theotokis was the director of Oilspace, Inc., from January 2000 through September 2001. Oilspace is a London-based consulting company providing solutions for the energy supply chain industry. While at Oilspace, Mr. Theotokis started an internet-based service provider for the oil industry that was ultimately introduced to European and Russian oil companies that enables operational efficiency and successful business process improvements. From 1996 to 2000, Mr. Theotokis served as a director of the trading and logistics division at Oil Distributing Systems in Argentina, an importer and distributor of distillates and gasoline. From 1992 to 1996, Mr. Theotokis served as the head of the clean products trading group for Galaxy Energy Corporation, an oil and gas explorer and producer. During his tenure, Galaxy became the principle suppliers of crude/gas oil for the Greek government and the largest fuel oil and distillate exporter from Russia and the Ukraine. Between 1987 and 1992, Mr. Theotokis worked for Astroline Mediterranean’s Milan and Los Angeles offices, actively trading products from Europe to the Far East, and the U.S. Gulf Coast to Singapore. During his tenure, Astroline Mediterranean became one of the first arbitrage/value trading oil companies. Prior to joining Astroline Mediterranean, Mr. Theotokis was a fuel oil and gasoline trader for Petraco SPA in Milan from 1985 to 1987. Mr. Theotokis was primarily involved with exports of fuels, distillates and crude oil to Western Europe and the United States. Mr. Theotokis began his career in 1980 with Petrola Hellas/Latsis Group, where he spent several months working on refinery economics, finance, demurrage and shipping. During the next five years, he was employed at the London office where he became a managing director and ultimately the head of the oil marketing team in London. Mr. Theotokis earned a Faculty of Law degree from Athens University in 1980 and went on to obtain a post graduate degree in the area of petroleum law from Scotland’s Dundee University in 1981.
SEC filings: sec.gov |
