Another blank check company, NTR Acquisition Co., has filed an S-1. The offering is being underwritten by Deutsche Bank Securities and Citigroup. The company is going to focus its acquisition efforts on acquiring a company in the energy industry.
NTR Acquisition Co. – STILL IN REGISTRATION
Number of units being offered: 31,562,500 (includes 312,500 units to be purchased by certain of the insiders concurrently with the offering)
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $6.00 per share.
Underwriter: Deutsche Bank Securities and Citigroup
Proposed ticker symbols
Common stock: NTQ
Warrants: NTQ-W
Units: NTQ-U
Common shares to be outstanding subsequent to IPO: 39,375,000
Shares to be held by public shareholders: 31,562,500 (includes 312,500 units to be purchased by the insiders concurrently with the offering)
Shares held by insiders: 7,812,500 (does not include the 312,500 units to be purchased by the insiders concurrently with the offering)
Percentage held by public shareholders: 80.16%
Gross proceeds being raised: $252,500,000 (includes $2.5 million from the sales of units to certain of the insiders)
Net proceeds to be held in escrow: $241,250,000 (includes $5.0 million of offering costs deferred by the underwriter and $5.0 million from the sale of units and warrants to certain of the insiders)
Escrowed proceeds per share applicable to future public shareholders: $7.64
Date of IPO: N/A
Date of original filing: June 28, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 7,812,500 shares purchased at $.32 per share. Total proceeds: $2,525,000.
Restrictions on insider shares: The common shares shall remain in escrow until after the consummation of a business combination.
Other insider requirements: Certain of the insiders have agreed to purchase 312,500 in a private placement prior concurrent with the offering for an aggregate purchase price of $2.5 million.
The underwriters have also agreed to defer $5.0 million of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: We are a blank check company organized under the laws of the State of Delaware on June 2, 2006. We were formed to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, which we refer to as our “initial business combination,” one or more businesses or assets in the energy industry, with a particular focus on businesses or assets involved in the refining, distribution and marketing of petroleum products in North America. To date, our efforts have been limited to organizational activities. We do not have any specific initial business combination under consideration, nor have we had any discussions with any target business regarding a possible business combination.
Biographical information for significant officers: D. Duane Gilliam has been non-executive Chairman of the Board of Directors of our company since its inception in June 2006. Mr. Gilliam has more than 38 years of experience in the petroleum industry. From 2001 to 2003, he served as executive vice president of corporate affairs of Marathon Ashland Petroleum LLC. From 1998 to 2001, he was executive vice president of Marathon Ashland Petroleum LLC, Findlay, Ohio. Between 1993 and 1998, Mr. Gilliam served first as executive vice president of petroleum operations at Ashland Petroleum Company and, thereafter, as senior vice president for Ashland Inc. and president of Ashland Petroleum Company, where he had previously served as group vice president in 1992. Mr. Gilliam started his career at Ashland Inc. in 1967 as a process engineer, and was subsequently promoted to positions of increasing responsibility, becoming executive assistant, director and vice president of administration for Scurlock Oil Company in 1984 and president of the newly combined Scurlock Permian Corporation in 1991.
In addition, Mr. Gilliam is a member of the 25 Year Club of the Petroleum Industry. He was a member and director of the American Petroleum Institute from 1996 to 2003. During that time, he also served on the API’s downstream committee. Mr. Gilliam served as chairman of the board of directors of the National Petrochemical & Refiners Association, or NPRA, from 2002 to 2004, after having served as vice chairman from 1999 to 2002. He was also a member of the NPRA’s executive committee and issues committee from 1999 to 2002. Furthermore, he served as chairman of the owner representatives board of LOOP LLC from 2001 to 2003. From 2000 to 2003, he served on the board of directors of Colonial Pipeline Company. He currently serves on the board of directors of VeraSun Energy.
Mr. Gilliam holds a B.S. in chemical engineering from the University of Kentucky and is a graduate of Harvard University’s Advanced Management Program. He is a registered professional engineer in Kentucky, Louisiana and Texas. In 2003, Mr. Gilliam was inducted into the University of Kentucky Engineering Hall of Distinction.
Mario E. Rodriguez has been a director of our company and Chief Executive Officer since its inception in June 2006. From 2002 to 2006, Mr. Rodriguez was managing director in the global energy group of the investment banking division at Citigroup Global Markets, Inc., where he was responsible for the origination and execution of mergers and acquisitions and capital markets transactions for integrated oil companies, large capitalization exploration and production companies, and refining and marketing companies. In addition, Mr. Rodriguez was a member of the resource steering committee of Citigroup’s investment banking division since 2005. From 2001 to 2002, Mr. Rodriguez was director of the global energy group of Citigroup’s investment banking division, where he had previously served as vice president from 1999 to 2001. As vice president, director and subsequently managing director at Citigroup, Mr. Rodriguez advised many integrated oil and refining companies like ExxonMobil Corporation, Chevron Corporation, ConocoPhillips, Royal Dutch Shell, Premcor Inc., Sunoco and Repsol YPF S.A. on mergers and acquisitions and selected capital markets transactions.
From 1996 to 1999, Mr. Rodriguez served as vice president of the natural resources and power group of the investment banking division of J.P. Morgan & Co. Incorporated, after having been an associate in the same group since 1994. Mr. Rodriguez represented companies like Petróleos de Venezuela, S.A., the Venezuelan national oil company, Saudi Aramco, the Saudi Arabian national oil company, Repsol YPF S.A. and E. I. du Pont de Nemours & Co. in various mergers and acquisitions transactions.
From 1990 to 1992, Mr. Rodriguez was a consultant in the international energy directorate of Arthur D. Little, Inc. where he assisted several international integrated oil companies in organizational restructuring, business process redesign and development of performance measurement systems. From 1991 to 1992, he was also the team leader for the operations research group, which was focused on refinery planning and distribution using linear programming techniques. He completed assignments for Shell Oil, PetroCanada, Saudi Aramco, British Petroleum and Yacimientos Petrolíferos Fiscales.
Mr. Rodriguez holds a B.S. degree in mechanical engineering from Universidad Simón Bolívar, Caracas, Venezuela, and a Master in Business Administration degree from Harvard Business School.
William E. Hantke has been Vice Chairman of the Board and Principal Financial Officer of our company since its inception in June 2006. Mr. Hantke served as executive vice president and chief financial officer of Premcor, Inc., a growth refining company, from 2002 to 2005. Mr. Hantke was also corporate vice president of development of Tosco Corporation, a growth refining and marketing company, from 1999 until 2001, where he had previously served as corporate controller from 1993 until 1999. As a senior executive at Tosco, Mr. Hantke participated in the acquisition of ten oil refineries. Prior to working at Tosco, Mr. Hantke was senior manager, mergers and acquisitions at Coopers & Lybrand from 1989 to 1990. He also held various positions from 1975 to 1988 at AMAX, Inc., including corporate vice president, operations analysis and senior vice president, finance and administration, metals and mining. He was staff/senior accountant at Arthur Young from 1970 to 1975. He is also currently a director of NRG Energy.
Mr. Hantke holds a B.S. degree in accounting from Fordham University.
L.E. (“Ed”) Scott has been a director, President and Chief Operating Officer of our company since its inception in June 2006. From 2004 to 2005, Mr. Scott worked as president and chief executive officer of Sun Belt Oil Company for the purpose of making refinery acquisitions. Prior to that, Mr. Scott spent nearly 36 years with Unocal Corporation where, from 1994 to 2001, he was an executive officer, corporate group vice president and head of the diversified business group, which included such businesses as chemicals, mining, oil and gas exploration and production-Alaska, refining and marketing, pipelines, worldwide engineering & construction, real estate and environmental remediation services. Major business units also included Molycorp, Agricultural Products, Specialty Graphites and Needle Coke. From 1986 to 1994, as president of Unocal International Supply and Trading Company and vice president, petroleum supply and transportation, refining and marketing division, Mr. Scott handled raw material supply of 500,000 barrels per day, products supply and trading as well as coordinated the West Coast refining business. He also established a risk management and hedging activity and expanded supply, trading and transportation businesses in Central Asia, Canada, China, Japan, Indonesia, Singapore and Thailand. Mr. Scott led teams to shutdown a refinery in Beaumont, Texas in 1991 and the acquisition of a refinery in Wilmington, California in 1992.
Mr. Scott was president of Pure Transportation Company, a common carrier pipeline subsidiary, from 1978 to 1981 and other crude supply and operations assignments until 1986. From 1965 to 1978, he held various positions in engineering, construction, strategic planning, manufacturing and pipeline and marine operations.
In addition, from 1986 to 2001, Mr. Scott held various Unocal affiliate and joint venture officer and board assignments including chairman of the board and compensation committee, Colonial Pipeline Company; chairman of the executive committee, the Uno-Ven Company, a refining and marketing joint venture with PDVSA; director, West Coast Shipping Company, Molycorp, Inc., Unocal Pipeline Company, Minerals Exploration Company, Alaska Nitrogen Products LLC, Collier Carbon & Chemical Company, Unocal Engineering & Construction International, Inc. and Poco Graphite, Inc.
Mr. Scott holds a B.S. in industrial engineering from Georgia Tech, and attended the petroleum economics and management program at Northwestern and Naval Financial Management School. He also served in the U.S. Navy as a Lieutenant, Civil Engineer Corps, in Vietnam and Spain.
Maureen A. Hendricks has been a director of our company since its inception in June 2006. She is a retired investment banker with 30 years of experience in domestic and international capital markets and relationship and underwriting product management. During her career Mrs. Hendricks served on various management committees, including credit policy, market risk, capital allocation, and compensation. From 1997 until her retirement in 2001, Mrs. Hendricks was the head of global energy and power at Salomon Smith Barney, where she also acted as a senior advisory director until 2003.
Mrs. Hendricks started her career at J.P. Morgan & Co. Incorporated in 1973, where she held a variety of positions of increasing responsibility in both client relationship and product management until 1997. For example, she served as the head of global debt capital markets, the head of North American fixed income, the head of European equities, and the co-head of global equity derivatives.
Mrs. Hendricks has been a member of the board of directors of Millipore Corporation since 1995 and has previously served as the chair of the audit committee and the chair of the management development and compensation committee of that firm. She is currently a member of the governance committee of Millipore. In addition, Mrs. Hendricks has been the lead director, the chair of the audit committee, and a member of the governance and compensation committees of Opteum Inc. since 2003.
Mrs. Hendricks holds an AB degree magna cum laude from Smith College, where she was elected to Phi Beta Kappa. She also completed the Harvard Business School Program for Management Development.
Buford H. Ortale has been a director of our company since its inception in June 2006. Mr.Ortale is currently president of Sewanee Ventures, a private equity firm that he founded in 1996. He has been involved in numerous private equity investments over the years, including start-ups in which he was an original shareholder. Among others, his pre-IPO investments include iPayment, Dr. Pepper/Seven Up, Premiere Technologies, Texas Capital Bancshares, and Opteum Inc. Mr. Ortale began his career as an associate with Merrill Lynch’s Merchant Banking Group in New York in 1987, and was a Vice President when he left in 1991. From 1991 to 1992, he worked at Equitable Securities and formed BHO Associates, the predecessor to Sewanee Ventures. In 1993, Mr. Ortale founded and was a director of NationsBank’s High Yield Bond Group, leaving in 1996 as a managing director. Including a stint as a managing director in the Financial Sponsors Group of Deutsche Bank Securities from 2001-2002, he has continued his private equity endeavors through Sewanee Ventures from 1996 to the present.
Mr. Ortale has served on the board of directors of several companies, including Ztel, Premiere Technologies, Phyve Corporation, and MusicTrust. He currently sits on the boards of InkStop, TerraCerta, Enliven Partners, and Opteum Inc., a NYSE-listed company of which he chairs the governance committee and is a member of the audit committee.
SEC filings: sec.gov |
