Another blank check company, Heckmann Corporation, has filed an S-1. The offering is being underwritten by Credit Suisse. According to the company, its acquisition efforts will be focused on acquiring an operating entity. The company will not be limiting its acquisition focus to any particular.
Heckmann Corporation. – STILL IN REGISTRATION
Number of units being offered: 62,500.000
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: Credit Suisse
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 78,125,000 (not including 687,500 units to be purchased by certain of the insiders)
Shares to be held by public shareholders: 62,500,000
Shares held by insiders: 15,625,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $500 million
Net proceeds to be held in escrow: $491.750,000 (includes $10 million from the sale of warrants and units to the insiders and $17.5 million of offering costs deferred by the underwriter). Up to $4.5 million of the post-offering interest earned on the trust fund balance may be used to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $7.87
Date of IPO: N/A
Date of original filing: June 26, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 15,625.000 shares purchased at $.004 per share. Total proceeds: $62,500.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 4,500,000 warrants (@ $1 per warrant) and 687,500 units (@ $8 per unit) in a private placement prior to the offering. The total proceeds of $10 million will be placed into the trust account.
The underwriters have also agreed to defer $17,500,000 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 development stage company organized under the laws of the State of Delaware on May 29, 2007. We were formed to acquire or acquire control of one or more operating businesses through a merger, stock exchange, asset acquisition, reorganization or similar business combination. Our efforts in identifying a prospective target business will not be limited to a particular industry.
Description of principals: Richard J. Heckmann, Chief Executive Officer, Chairman of the Board. Mr. Heckmann, our Chief Executive Officer and Chairman of the Board, served as CEO and Chairman of the Board of Directors of K2, a manufacturer of sporting goods equipment, which has recently signed a definitive merger agreement pursuant to which Jarden Corporation will acquire K2. Mr. Heckmann expects to retire from his position as Chairman of K2 on August 1, 2007. During his tenure as Chairman and CEO of K2 beginning in late 2002, K2 (which was in workout status at that time) more than doubled revenues, which grew from approximately $582 million for the year ended December 31, 2002 to approximately $1.4 billion for the year ended December 31, 2006 and tripled net income which grew from approximately $12.07 million for the year ended December 31, 2002 to approximately $37.7 million for the year ended December 31, 2006. Prior to his involvement in K2, Mr. Heckmann founded and was CEO of U.S. Filter Corporation in 1990. Through a series of acquisitions, U.S. Filter grew from annualized revenues of approximately $17 million in 1990 to over $5 billion in 1999, when it was acquired by Vivendi S.A. of Paris, France for approximately $8.2 billion, including the assumption of approximately $1.8 billion of debt. Mr. Heckmann is also part owner of the National Basketball Association Phoenix Suns franchise.
In 1971, Mr. Heckmann founded and became Chairman of the Board of Tower Scientific Corporation, which grew into the largest manufacturer of custom prosthetic devices in the United States. In 1977, Tower Scientific was acquired by the Hexcel Corporation. Mr. Heckmann is also a founding shareholder of Callaway Golf, Inc.
Mr. Heckmann was appointed associate administrator for finance and investment of the Small Business Administration, or SBA, in Washington, D.C., from 1978 to 1979, where he was responsible for small business lending and venture capital investments made by the United States government. He served as a director of MPS Group, Inc. from April 2003 through March 2004, Philadelphia Suburban Corporation from August 2000 through February 2002, United Rentals, Inc. from October 1997 through May 2002, Waste Management Inc. from January 1994 through January 1999 and Station Casinos, Inc. from April 1999 through March 2001. In 2003, Mr. Heckmann was appointed to a special governance committee of the New York Stock Exchange, the Corporate Accountability and Listing Standards Committee. He also served as chairman of the Listed Company Advisory Committee of the New York Stock Exchange from 2001 to 2003.
SEC filings: sec.gov |
