Another blank check company, Vantage Energy Services, Inc. has filed an S-1. The offering is being underwritten by Deutsche Bank Securities. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in the oilfield services sector.
Vantage Energy Services, Inc. – STILL IN REGISTRATION
Number of units being offered: 12,500,000
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: Deutsche Bank Securities
Proposed ticker symbols
Common stock: VES
Warrants: VES-WT
Units: VES-U
Common shares to be outstanding subsequent to IPO: 15,625,000 (not including 312,500 units to be purchases by the insiders concurrently with the public offering)
Shares to be held by public shareholders: 12,500,000
Shares held by insiders: 3,125,000 (not including the 312,500 unit referenced above)
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $100 million (not including the 312,500 units referenced above)
Net proceeds to be held in escrow: $99,000,000 (includes $5 million from the sale of warrants and units to the insiders, and $2 million in commissions deferred by the underwriter). Up to $2,000,000 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: $7.92
Date of IPO: N/A
Date of original filing: November 9, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 3,125,000 shares purchased at $.008 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 2,500,000 warrants (@ $1.00 per warrant) and 312,500 units (@$8.00 per unit) in a private placement prior to the offering. The total proceeds of $5,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $2 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 blank check company organized under the laws of the State of Delaware on September 8, 2006. We were formed to acquire, through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar business combination, one or more businesses in the oilfield services industry or related industry. To date, our efforts have been limited to organizational activities. We do not have any specific business combination under consideration, nor have we had any discussions with any target business regarding a possible business combination.
Description of principals: Paul A. Bragg has served as our Chairman of the Board of Directors and Chief Executive Officer since our inception. From March 1999 until June 2005, Mr. Bragg was Chief Executive Officer of Pride International, Inc., one of the world's largest international drilling and oilfield services companies. From February 1997 to January 2004 and from September 2004 until June 2005, he also served as President of Pride. From February 1997 to March 1999, he served as Chief Operating Officer. He joined Pride in July 1993 as its Vice President and Chief Financial Officer. From 1988 until he joined Pride, Mr. Bragg was an independent business consultant and managed private investments. He previously served as Vice President and Chief Financial Officer of Energy Service Company, Inc. (now Ensco International, Inc.) from 1983 through 1987. Mr. Bragg served on the Executive Committee of the Board of Directors of the International Association of Drilling Contractors (IADC) from 2002 through 2005 and was Vice Chairman of IADC in 2005. Mr. Bragg has also served on the Board of Directors of the American Petroleum Institute and of the Children's Assessment Center in Houston, Texas. Mr. Bragg graduated from the University of Texas at Austin in 1977 with a B.B.A. in Accounting.
Christopher G. DeClaire has served as our Chief Financial Officer, Vice-President, Secretary, Treasurer and a Director since our inception. Mr. DeClaire is President of DeClaire Interests, Inc. a private investment and consulting firm that he formed in 2002. From 1999 through December 2002, Mr. DeClaire was a principal and managing director of Odyssey Capital, LLC, an investment banking and private equity firm. While with Odyssey he served as a director of several companies. From 1992 through 1998, Mr. DeClaire founded and served as chief executive officer of two staffing companies. In 1994, Mr. DeClaire and a partner acquired SkillMaster, Inc., a temporary staffing company, in which he served as Chairman and Chief Executive Officer until 1998. During his time at SkillMaster he built the company from $5 million in annual revenue to over $120 million. In 1998 Mr. DeClaire sold his interest in SkillMaster. From 1988 to 1991 Mr. DeClaire served as the Vice President for business development for Uzar International, Inc. a Texas based trading company that joint ventured with a Soviet private company trading computers for raw materials and exporting those materials for hard currency. From 1983 to 1988, Mr. DeClaire was involved in the financial services industry, beginning his career with Travelers Insurance as sales and marketing manager, and then in 1986 founding Westbridge Securities, a financial investment firm, which he later sold to Sun Life in 1988. Mr. DeClaire graduated from Michigan State University in 1982 with a bachelor's degree in pre-law with a minor in accounting. Mr. DeClaire is the past President and Chairman of the Children's Assessment Center in Houston. He serves on the Texas State board of Child Advocates and is active in legislative issues concerning children's lives.
Jorge E. Estrada M. has served as a Director since inception. From July 1993 to January 2002, Mr. Estrada was employed as a consultant to Pride International, Inc. From January 2002 to May 2005 he was employed by Pride in a business development capacity. He also served as a director of Pride from July 1993 until May 2005. Mr. Estrada is also the President and Chief Executive Officer of JEMPSA Media and Entertainment, a company specializing in the Spanish and Latin American entertainment industry. Previously, Mr. Estrada served as president of Geosource's worldwide drilling division and vice president of its exploration division in Latin America. Mr. Estrada is the President and a major stockholder of Petrolera del Comahue, an independent Argentine oil and gas producer. Mr. Estrada is a member of the Board of Governors of the Lincoln School of Buenos Aires and is a member of the Board of Trustees of Washington and Lee University. Mr. Estrada received a B.S. in geophysics from Washington and Lee University, and was a PhD candidate at the Massachusetts Institute of Technology in Cambridge, Massachusetts.
Marcelo D. Guiscardo has served as a Director since our inception. Mr. Guiscardo served as president of Pioneer Natural Resources, Inc.'s Argentine subsidiary from January 2005 until May 2006, when he was instrumental in proposing and implementing the sale of the company. From March 2000 until January 2005, he was Vice President—E&P Services for Pride International, Inc. From September 1999 until joining Pride, he was President of GDM Business Development, a private company providing consulting services to the energy industry. From November 1993 until September 1999, Mr. Guiscardo held two executive officer positions with and was a Director of YPF Sociedad Anonima (now part of Repsol YPF S.A.), an international integrated energy company. Mr. Guiscardo was YPF's Vice President of Business Development in 1998 and 1999. Prior to that, he was YPF's Vice President of Exploration and Production. From 1979 to 1993 he filled a variety of positions for Exxon Company USA and Exxon International (now ExxonMobil) that culminated in having E&P responsibilities over the Middle East (Abu Dhabi, Egypt, Saudi Arabia and Yemen), France, Thailand and Cote d'Ivoir. Mr. Guiscardo graduated in May 1979 as B.S. in Civil Engineering from Rutgers College of Engineering in New Brunswick, New Jersey.
John C.G. O'Leary has served as a Director since our inception. Mr. O'Leary is a partner of Pareto Offshore ASA, a consultancy firm based in Oslo, Norway, providing consultancy and brokerage services to customers in the upstream energy industry. Prior to commencing with Pareto Offshore in November 2004, Mr. O'Leary was President of Pride. He joined Pride in 1997 as Vice President-Worldwide Marketing when Pride International acquired his former company, Forasol-Foramer, a Paris-based drilling contractor that specialized in deep offshore drilling and international land drilling. Mr O'Leary served as a Director of IADC and as IADC Regional Vice President-International. Mr. O'Leary commenced his professional career in the oil business in 1979 with the Irish National Petroleum Corporation, where he was responsible for crude oil trading and downstream product distribution. He joined the French oil company Total in 1980 and worked as a drilling engineer with assignments in the North Sea, Middle East and China. In 1985 Mr. O'Leary joined Forasol-Foramer and served as manager for joint ventures and business development. Mr. O'Leary was appointed to the managing board of Forasol-Foramer in 1990 and was responsible for worldwide marketing and business development. He was instrumental in taking Forasol-Foramer public on the NASDAQ in 1996 and played an active role in the sale of the company to Pride International in 1997. Mr O'Leary received an Honors BE in civil engineering from University College, Cork, Ireland in 1977. He holds two post-graduates degrees, one in finance from Trinity College, Dublin and one in petroleum engineering from the French Petroleum Institute in Paris. Mr. O'Leary is a former member of the Board of Trustees of Awty International School in Houston. He is a member of the Supervisory Board of Huisman Itrec, a Dutch company specializing in equipment design and manufacturing for the offshore industry.
John Russell has served as a Director since our inception. Mr. Russell served as President of Baker Hughes from August 1998 until his retirement in October 1998. Previously, he served as President and Chief Executive Officer of Western Atlas from 1997 until August 1998, when the company was acquired by Baker Hughes Incorporated. Mr. Russell previously served as Executive Vice President and Chief Operating Officer, Oilfield Services, of Western Atlas from 1994 until the spin-off of the company from Litton Industries, when he was named President and Chief Executive Officer of the company. Mr. Russell served as President and Chief Executive Officer of Western Atlas International, Inc., the Company's principal operating subsidiary, from 1991 to 1994. Mr. Russell was Senior Vice President of Litton Industries and Group Executive of Litton's Resource Exploration Services Group from 1991 to 1994. Mr. Russell served as a member of the National Petroleum Council.
SEC filings: sec.gov |
