Another blank check company, Green Power Enterprises, Inc., has filed an S-1. The offering is being underwritten by Morgan Joseph. According to the company, it will be focusing its acquisition efforts on acquiring an operating entity in the renewable energy sector, quite possibly a company with ethanol plants in Brazil.
Green Power Enterprises, Inc. – STILL IN REGISTRATION
Number of units being offered: 25,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional shares of common stock at $6.00 per share.
Underwriter: Morgan Joseph
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 31,250,000
Shares to be held by public shareholders: 25,000,000
Shares held by insiders: 6,250,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $200 million
Net proceeds to be held in escrow: $197,250,000 (includes $5 million from the sale of warrants to the insiders and $7 million in commissions deferred by the underwriter). Up to $2.2 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: $7.89
Date of IPO: N/A
Date of original filing: October 25, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 6,250,000 shares purchased at $.004 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 5,000,000 warrants (@ $1.00 per warrant) in a private placement prior to the offering. The total proceeds of $5 million will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $7 million.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: We are a recently organized Cayman Islands limited life exempted company incorporated on July 18, 2007 as a blank check company in order to serve as a vehicle for the acquisition of an operating business in the renewable energy industry, which includes, but is not limited to companies involved in production, logistics and transportation. We initially intend to focus on ethanol producing plants in Brazil although we are not limited to any geographic location.
Description of principals: Fernando Garnero has served as a member of our board of directors since our inception and as Executive Chairman of the Board since October 2007. Mr. Garnero is the current Chief Executive Officer of the Brasilinvest Group since 1996. The Brasilinvest Group is a business organization established in 1975 as a private business enterprise operating along the lines of a classic ‘‘banque d’affaires’’ or merchant bank. The establishment of the Brasilinvest Group, with activities in energy, alternative energy, real-estate, transportation, agricultural business, information technology and telecommunications, has over the years attracted direct investments to Brazil of approximately $4 billion, and gathered partners and business associates from 16 different countries, many of which are still minority shareholders of Brasilinvest. Mr. Garnero has served as General Director of the Forum Das Americas since 1997, a think tank, non profit organization established in 1978 and dedicated in expanding Brazil’s role in international trade. Mr. Garnero is the Treasurer of the United Nations Association of Brazil since 2000. Mr. Garnero has served as Director in the Board of Toscana Negocios E Participacoes S/A, a financial consulting firm to the Brazilian Government and the private sector since 2003. Mr. Garnero has also served as International Vice President of Habicamp (Regional Association of Habitation — Campinas), a real estate and civil construction company since January 2005. Mr. Garnero studied law at FMU (Faculdades Metropolitanas Unidas) and Business Management at the American University of Paris. Mr. Garnero who is fluent in English, French, Italian and Portuguese, is the son of Mario Garnero, a member of our board of directors.
Jorio Dauster has served as our non-executive Vice Chairman of the Board since our inception. Since February 2005, Mr. Dauster has served as the Board Chairman of Brasil Ecodiesel, the largest producer of biodiesel in Brazil and one of the largest in the world with five biodiesel plants currently in operation. Since March 2003, Mr. Dauster has served as a Director of the Executive Board of the Synergy Group, which is active in the areas of aviation, oil exploration and shipbuilding in Brazil and other Latin American countries. From March 1999 to July 2001, Mr. Dauster served as Chief Executive Officer of Companhia Vale Do Rio Doce (NYSE: RIO), one of the three largest mining companies in the world. From 1991 to 1999, Mr. Dauster served in Brussels as ambassador to the European Union, where he was involved in handling political and commercial relationships between Brazil and the European Union. He also assisted negotiations between Mercosul and the European Union. From 1990 to 1991, Mr. Dauster served as the chief negotiator of Brazil’s external debt, the first person to occupy this position, and assisted the country in drastically reducing Brazil’s debt of over $100 billion which was the largest of all developing countries at that time. From 1987 to 1990, Mr. Dauster served as President of the Brazilian Coffee Institute, a governmental body which had full control of the country’s coffee sector. From 1979 to 1987, Mr. Dauster served with the Brazilian embassy in London. From 1974 to 1979, Mr. Dauster was responsible for negotiations involving coffee, sugar and cocoa in the Ministry of Foreign Affairs. From 1972 to 1974, he served in the newly created National Institute of Industrial Property. Mr. Dauster entered the Brazilian diplomatic service in 1961 and served in various government roles through 1964. Mr. Dauster is a member of the executive committee of the Global Crop Diversity Trust, an independent international organization that aims at ensuring the conservation and availability of crop diversity for food security worldwide. Mr. Dauster received a B.A. from the Brazilian Diplomatic School in Rio de Janeiro.
SEC filings: sec.gov |
