Another blank check company, Orbit Acquisition Corp., has filed an S-1. The offering is being underwritten by JPMorgan. According to the company, it will be focusing its acquisition efforts on the energy and power industries.
Orbit Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 25,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to acquire an additional share of common stock at $7.50 per share.
Percentage of non-insider shares that can block an acquisition: 30%
Underwriter: JPMorgan
Corporate sponsors: Orbit Holdings, LLC
Proposed ticker symbols
Common stock: OSW
Warrants: OSW-WT
Units: OSW-U
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: 80.0%
Gross proceeds being raised: $250 million
Net proceeds to be held in escrow: $247,750,000 (includes $6.0 million from the sale of warrants to certain affiliates of the insiders, and $10.0 million in commissions deferred by the underwriter). The company may utilize up to $3.0 million of the interest earned in the trust account for working capital to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $9.91
Date of IPO: N/A
Date of original filing: February 27, 2008
Insider common units: 6,250,000 units purchased at $.004. Total proceeds: $25,000.
Restrictions on insider units and warrants: The insiders have agreed that their units shall remain in escrow until one year after the consummation of an acquisition or the liquidation of the company. The warrants are not transferable until 90 days the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 6,000,000 warrants (@ $1.00 per warrant) immediately prior to the public offering. The total proceeds of $6,000,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $10.0 million.
In the event that the company is liquidated, the insiders and the underwriter will not receive any of the escrowed proceeds.
Description of business: We are a blank check company formed under the laws of the State of Delaware on December 13, 2007. We were formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses, which we refer to throughout this prospectus as a business combination. We will focus on an acquisition or acquisitions in the energy, power and related industries, but we may effect a business combination with a business outside these industries if an attractive acquisition opportunity is identified in another industry prior to the time we identify an acquisition opportunity in the energy, power and related industries.
Description of principals: Gabriel S. Nechamkin has been our chairman of the board since our inception. Mr. Nechamkin has over 25 years of investment experience. He is a senior principal and head of trading of Satellite Asset Management, L.P. (‘‘Satellite’’) and has been with Satellite since its formation in 1999. From 1988 to 1999, he was managing director and head of trading for the arbitrage, high yield and distressed securities department at Soros Fund Management LLC. Prior to joining Soros Fund Management LLC, Mr. Nechamkin was the director of arbitrage trading at Plaza Securities Company and, before that, he was a vice president at Drexel Burnham Lambert. Mr. Nechamkin holds a B.A. in Economics from the University of Rochester.
Garry N. Hubbard has been our chief executive officer and one of our directors since our inception, and our president since February 25, 2008. Mr. Hubbard has spent over 29 years in the power generation and energy business. In 2003, he co-founded Willow Bend Capital Management, LLC (‘‘Willow Bend’’) to work with hedge funds on evaluating investments in the power sector. From 1999 to 2004, he was senior vice president of development, construction and acquisitions at Panda Energy International, Inc. (‘‘Panda Energy’’), where he developed and financed over 9,000 megawatts (‘‘MWs’’) of merchant power projects in the United States. While at Panda Energy, he also led the construction and engineering group and oversaw the construction and startup of over 4,000MWs of combined cycle power projects. Prior to joining Panda Energy, Mr. Hubbard helped to build North American Energy Services (‘‘NAES’’), a firm that is today considered one of the leading plant operation companies in the world. Mr. Hubbard holds a B.A. in Mechanical Engineering from Southampton University in England.
Jerry D. Thurmond has been our chief financial officer since our inception. Mr. Thurmond is a co-founder of Willow Bend and has spent over 20 years in the power generation and energy business. From 1997 to 2004, he was the chief financial officer of Panda Energy. While at Panda Energy, Mr. Thurmond raised in excess of $4 billion in debt and equity for the development and construction of four merchant power plants. In addition, he negotiated the sale of six power stations to three different purchasers between 1999 and 2003. Prior to joining Panda Energy, Mr. Thurmond served as vice president of business development for various companies owned by the Nelson Bunker Hunt Trust Estate. These companies were involved in international oil and gas exploration and production, refining, mining and telecommunications. Mr. Thurmond holds a B.A. in Business Administration from the University of Texas at Arlington and is a Certified Public Accountant.
SEC filings: sec.gov |
