Third Wave Acquisition Corp. has just filed with the SEC to withdraw it proposed inital public offering. You can probably guess why: In light of current market conditions.
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Third Wave Acquisition Corp. has just filed with the SEC to withdraw it proposed inital public offering. You can probably guess why: In light of current market conditions.
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If you can believe it, there is an initial public offering on deck this week. Bristol-Myers Squibb Co. (NYSE: BMY) is set to partially spin off Mead Johnson Nutrition (NYSE: MJN). It looks like it is actually going to come to market as many have hoped.
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We have yet another blank check company or SPAC (special purpose acquisition company) that has filed to come public via an IPO. United Services Management has filed for an initial public offering of up to 16 million units, or a total of 18.4 million units if overallotment is taken, at the traditional $10.00 unit price. Each unit will consist of one share of common stock and a warrant with a strike price of $7.50.
United Services Management Corporation is a newly organized blank check company formed for the purpose of acquiring (or merging, etc.) with one or more businesses or assets. It noted that prospective target businesses will not be limited to a particular industry or to any geographic location, although it intends to focus initial efforts to a company that provides services to the government and commercial markets, with a particular emphasis on communications, information technology, or IT, and consulting.
No stock ticker has been taken, although Citigroup is listed as the underwriter for the IPO.
Its chairman and CEO is Joseph Wright, who is Chairman of Board of Intelsat Ltd. He was CEO of PanAmSat from 2001 until selling that business in 2004. In 2005, he led the company with its IPO and it noted that this combined of Intelsat/PanAmSat operation was acquired by BC Partners for some $16.5 Billion this month. Other officers are listed as follows:
Jon C. Ogg
February 28, 2008
China Railway Construction Corp. announced that it intends to price its initial public offering at the high end of its range. At a price of 9.08 yuan ($1.27), the offering is valued at roughly $3.6 Billion for a Shanghai offering of 2.8 billion shares. It also plans to offer an additional 1.706 shares to trade in Hong Kong to be priced on March 6. Last week, we discussed the offering and mentioned that it could top the IPO of rival China Railway Group of $2.5 Billion in Hong Kong in late November 2007.
Many investors view this IPO as attractive due to the lack of competition in this market, strong earnings and the fact that the Chinese government allocated $175 Billion for railroad investment over the next five years. Trading on Shanghai is anticipated for March 10 and the Hong Kong listing is set for March 13.
Rachel Lopez
February 27, 2008
China Railway Construction Corp., the second largest Chinese railroad builder, intends to raise $3.6 billion from its IPO offering in Shanghai. Reuters has reported that the state-run company will offer some 2.8 billion A shares for 8.00 to 9.08 Yuan per share. If share prices reach the high end of the range, then this IPO will top size of the IPO of its larger competitor, China Railway Group.
It also appears that a public offering in Hong Kong will follow the Shanghai offering although the specific price range for the 1.706 shares has not been determined and will be limited to select foreign investors. The listing on Shanghai is anticipated for March 10 and the Hong Kong listing is set for March 13.
In China’s most recent 5 year plan, they allocated $175 billion for investment in railroad infrastructure to alleviate bottlenecks in the booming economy.
Rachel Lopez
February 22, 2008
Redstar Partners, Inc. is another blank check company, although this IPO filing looks a little different than many other SPAC IPO filings. For starters, this blank check company will sell its units for $8.00 rather than the normal $10.00 per unit offering seen from most SPAC’s.
Morgan Joseph is listed as the underwriter and the company has noted for filing purposes that it will sell up to $36 million in securities. Redstar will also be listed on the OTCBB rather than being a fully-listed SPAC on AMEX or NASDAQ.
Redstar Partners, Inc. is a Cayman Islands blank check company recently formed (incorporated on January 3, 2008) for the purpose of acquiring, through a share capital exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or other similar business combination, or control through contractual arrangements, an operating business having significant operations in the People’s Republic of China. It says that it will not be limited to a particular industry, although it notes that it does intend to focus on the electrical equipment and components industry.
Venoco, Inc. (NYSE: VQ) has filed for a spin-off of a unit called VENOCO ACQUISITION Co. via an initial public offering that it has applied to take ticker "VAC" on the NYSE.
Venoco Acquisition Company, L.P. is a Delaware limited partnership formed on September 25, 2007 by Venoco, Inc. that was set up to acquire, exploit, develop and produce oil and natural gas properties.
This company has filed to sell 9.1 million units and has listed Lehman Brothers, Citigroup, and UBS as its underwriters. The underwriters also have listed 1.365 million units for the overallotment if they choose to sell extra shares.
The company’s assets have consisted primarily of mature oil and gas fields in coastal California and onshore in Texas. As of December 31, 2006, the Partnership Properties had estimated proved reserves of 21.2 MMBoe, of which 86.2% were oil and 81.1% were classified as proved developed. It also had a reserve-to-production ratio of 15.1 years. As of September 30, 2007, the Partnership Properties consisted primarily of working interests in 325 gross producing wells, with an average 38.5% working interest.
Jon C. Ogg
February 14, 2008
Light Sciences Oncology Inc. withdrew its IPO filing Friday, citing “unfavorable market conditions.” It originally filed IPO paperwork in April 24, 2006. It was approved for listing on NASDAQ with ticker symbol “LSON,” and it had planned to offer over 5 million shares at $14 to $16 each.
Light Sciences Oncology develops innovative technology that treats solid tumors with its light-activated Light Infusion Therapy (Litx). The technology could potentially treat cancer as a chronic disease because it has the capability to be used repeatedly throughout a patient’s life. Clinical testing for patients with metastatic colorectal cancer and hepatoma are in Phase III testing and treatment for glioma is in Phase II testing.
Light Sciences Oncology isn’t the only recent withdrawal citing, “unfavorable market conditions” lately. Tully’s Coffee is another recent victim of the looming recession. SPAC’s seem to be the only brave ones still submitting IPO filings .
Rachel Lopez
February 8, 2008
Real Goods Solar, Inc. has filed to come public via an initial public offering. For filing purposes the company has a proposed maximum offering set at $57.5 million. It will have the proposed NASDAQ ticker of "RSOL."
The lead underwriter is ThinkEquity and additional managers in the deal at Canaccord Adams and Broadpoint.
Real Goods Solar is a residential solar energy integrator. It is ranked number one in California, which is nearly two-thirds of the total U.S. market for grid-connected solar energy systems. Services offered are design, procurement, installation, grid connection, monitoring, maintenance and referrals for third-party financing of solar energy systems. Its first sale was in 1978 of the first solar photovoltaic panels in the United States, and it has sold more than 2,400 residential and small commercial solar energy systems and some 30,000 various customer products.
For fiscal 2007 the company generated net revenues of $32.7 million, with a 30.0% gross margin and $1 million of income from operations. It sells PV modules from Sharp, SunPower (NASDAQ: SPWR) and Kyocera Solar.
Jon C. Ogg
February 7, 2008
Apple Creek Acquisition Corp. is a special purpose acquisition company, or a SPAC, that has filed to come public. For filing purposes it lists that it intends to sell up to 25.875 million units for a maximum proposed amount of $258.75 million. The actual IPO filing is for 22.5 million units at a traditional price of $10 per unit, with each unit holding 1 share of common stock and 1 warrant with a $7.50 strike price. The company will list units on the American Stock Exchange under the ticker "AKU" after it begins trading. J.P.Morgan is listed as the lead underwriter and Ladenburg Thalmann is also in the underwriting.
This blank check company was formed November 28, 2007, and like all SPAC’’s it has no operations currently. While this says that it is not limited to any specific sector, the company said in the filing that it intends to focus on on acquiring an operating business in the alternative asset management sector or a similar business. The company has a different filing than many as it has the right of first review with a company:
Apple Creek’s management team will be made up of five senior managers of Tricadia Capital (the managing member of our founding stockholder) with an average, 20 years of experience in the fields of credit analysis and trading, leveraged loans, capital markets, risk management, structured products, and special situation investing. The following Tricadia officers are managing this SPAC:
Jon C. Ogg
February 6, 2008
Corporate Acquirers Inc., is a SPAC, or special purpose acquisition company, that submitted an IPO filing today. The filing shows $100 million proceeds targeted at $10.00 per unit, each unit will consist of one share of stock and one warrant with a $7.50 strike price. The total proposed maximum aggregate amount in securities is listed as $211,000,100 in securities, although this number may be merely for filing purposes. The underwriting group is listed as Deutsche Bank Securities and Pali Capital, Inc. It has requested it be listed on the American Stock Exchange and no ticker has been determined.
The filing shows that Corporate Acquirers Inc. does not have any specific industry or geographic focus. They did specify that in evaluating potential targets, the following criteria may be used: Established companies with positive cash flow; strong competitive position in industry; experienced management team; and a diversified customer and supplier base.
Corporate Acquirers Inc.’s Chairman, President and Chief Executive Officer is G. Richard Thoman. He has been a top executive in a variety of industries including financial services, food, technology, and consumer and business-to-business marketing. Stephen R. Wilson is the Vice-Chairman and CFO. He has 25 years of experience in management, finance, and planning globally.
Rachel Lopez
February 4, 2008
American Water Works Company submitted an amended IPO filing after yesterday’s market closed, and this is one we at 247WallSt.com have been looking forward to. The filing still shows a planned IPO for a sale of up to $1.5 Billion in securities. While most filing numbers are merely for filing purposes, this is going to be one of the larger IPO’s of 2008.
The underwriting group is still listed as Goldman Sachs, Citigroup, and Merrill Lynch. We won’t be shocked if that number of underwriters grows as far as co-managers are concerned. American Water Works Company still has the stock ticker “AWK” on the NYSE as its pre-designated ticker.
American Water Works generated $2.1 billion in total operating revenue in 2006, and pro forma for the nine months ended September 30, 2007 is $1.66 billion in operating revenues. This is one IPO we have been waiting for as RWE AG in Germany is essentially selling this one back to the U.S. public after acquiring it.
Jon C. Ogg
January 30, 2008
Indian billionaire Anil Ambani’s Reliance Power raised roughly $3 billion in the country’s largest initial public offering. The IPO was fully subscribed today as investors continue to commit capital in this key component of the international BRIC investments in emerging markets. Most bids came in four to ten times oversubscribed, although this exact number is different from source to source.
Reliance Power currently has a portfolio of 13 medium and large-sized power projects under development and strategically located in various locations in India, according to the company itself.
It appears that the over-direct of necessary funds to bid ended up taking its toll on the entire market as the Sensex closed down about 476 points to 20,251 in a near 2% drop.
Jon C. Ogg
January 15, 2008
Intellon Corp. (NASDAQ:ITLN) has priced its initial public offering of 7.5 million shares of its common stock at $6.00 per share. Intellon has granted the underwriters a 30-day option to purchase up to 1,125,000 to cover over-allotments.
This one has been in the pending file since mid-July. The shares are scheduled to begin trading Friday on NASDAQ under the trading symbol “ITLN.” Deutsche Bank Securities Inc. was the book-running manager; and co-managers are listed as Jefferies & Company, Piper Jaffray & Co. and Oppenheimer & Co. Originally Goldman Sachs was in the deal as a joint book-runner but they are not listed in the underwriting. All of the shares are being offered by Intellon.
Intellon is a entirely-fabless semiconductor company that designs and sells integrated circuits (ICs) for high-speed communications over existing electrical wiring to enable home connectivity in sharing and moving of content among personal computers and other consumer electronics products. These IC’s allow consumers to share downloaded video content from a PC with a television in another room. Its largest market is the digital home, or a home enabled with high-speed connectivity among devices such as PC’s and consumer electronics products. It also sells ICs for use in powerline communications applications in electric utility and other commercial markets to maximize power efficiency.
Jon C. Ogg
December 13, 2007
Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.
Forum Oilfield Technologies, Inc. has registered to sell up to $345 Million in common stock via an initial public offering. So far in the filing it only lists Credit Suisse and JPMorgan as the underwriters. Forum has been given the proposed ticker of "FOT" on the New York Stock Exchange.
By the companies name, you can guess they aren’t an internet play, nor are they a medical tech company. The company designs, manufactures and supplies drilling and flow control products for oil and natural gas drilling and production applications worldwide. Some of the products include mud pump refurbishment, centrifugal pumps, iron roughnecks, manual tools, elevators, offshore deepwater 1000 ton elevators, drive refurbishments, monitor systems, guages and instruments, bearings, fluid end pump parts, powered mouseholes, choke & kill manifolds, hydraulic catwalks, back savers and much more. Forum sells to onshore and offshore drilling related companies and in the six-months ended June 30 it generated about 30% of its sales outside of North America.
The company makes parts and does refurbishments, but it is not a direct builder of drilling rigs. It has more than 500 customers, but there is something investors in this will want to know form the company:
Access Oil Tools, Inc., our predecessor for financial reporting purposes, began as a manufacturer of manual tubular handling equipment in 1985. In early 2005, management of Access Oil Tools and SCF Partners, a private equity firm that focuses on investments in the oilfield services segment of the energy industry, formulated a strategy to take advantage of the growing market opportunity to supply expendable products to the drilling industry and capital products for the growing drilling rig refurbishment and upgrade market. Following an investment from SCF Partners in May 2005, Forum was established from Access Oil Tools to execute this strategy. Since SCF’s investment in Access Oil Tools, we have grown our business both organically and through strategic acquisitions.
It generated $300.734 million in pro forma 2006 revenues and net income on a pro forma basis was $34.74 million.
Jon C. Ogg
October 17, 2007
Constant Contact, Inc. (NASDAQ:CTCT) has announced the pricing of its initial public offering of 6,700,000 shares of its common stock at $16.00 per share, above the $12.00 to $14.00 previous indication. CIBC World Markets and Thomas Weisel Partners acted as joint book-runners for the offering, and William Blair, Cowen & Co., and Needham were co-managers. The 6,700,000 shares consist of 5,829,839 being sold by the Company and 870,161 being sold by certain stockholders of the company.
For those of you who don’t know Constant Contact, this company is one of the leaders in on-demand email marketing campaigns. In fiscal 2006, revenue was $27.6 million and its net loss was $7.8 million. In the six months ended June 30, 2007 revenue was $21.1 million and its net loss was $5.5 million. Here is a more detailed backgrounder with some of the relevant data from an amended filing.
We are getting ready to release our "Watch List"of small-cap Internet stocks to readers of our "Special Situation Investing Newsletter" in the coming days. These stocks are not active takeover candidates or active restructuring stocks today, but these are the smaller internet stocks we think could easily become prey under the right circumstances.
Jon C. Ogg
October 2, 2007
Jon Ogg produces the 24/7 Wall St. SPECIAL SITUATION INVESTING NEWSLETTER; he does not own securities in the companies he covers.
Duff & Phelps Corporation (NYSE:DUF) priced its initial public offering of 8,300,000 shares of common stock at $16.00 per share, and Wall Street is greeting it with open arms. This is a leading independent financial advisory and investment banking firm underwritten by Goldman Sachs and UBS as the lead underwriters and co-managers were Lehman Brothers, William Blair, Keefe Bruyette & Woods, and Fox-Pitt Kelton. By having such a large underwriting syndicate this relatively small IPO should have ensured that it will have ample analyst covereage.
Shares opened at $17.00 and are now up at $18.75. Interestingly enough, this should help give some good wind to some other pending IPO’s:
Jon C. Ogg
September 28, 2007
Jon Ogg can be reached at jonogg@247wallst.com; he produces the Special Situation Investing Newsletter and does not own securities in the companies he covers.
Textainer Group Holdings Limited has filed to come public in the U.S. via an IPO. Textainer has listed that it wants to sell up to $207 million in common stock and lists 9 million shares as the offering from the company with another 1.35 million shares being listed as the overallotment for underwriters. Its price range has been set at $19.00 to $21.00 per share and it will take the proposed ticker of "TGH" on the NYSE.
Its principal shareholder, Halco Holdings Inc., which is owned by a trust in which Trencor Limited and certain of its affiliates are the sole discretionary beneficiaries, has indicated to the underwriters its interest in acquiring $30.0 million of common shares in this offering at the initial offering price and if these are purchased would be subject to a 180-day lock-up period.
Credit Suisse and Wachovia Securities are listed as the lead underwriters and co-managers are listed as Jefferies & Co., Piper Jaffray, and Fortis Securities. Trencor holds a significant interest and Trencor is publicly traded on the Johannesberg Stock Exchange in South Africa.
Operating since 1979, Textainer claims to be the world’s largest lessor of intermodal containers based on fleet size with a total fleet of more than 1.3 million containers. It leases containers to more than 300 shipping lines and other lessees, including each of the world’s top 20 container lines. It also provides services worldwide via a network of 14 regional and area offices and over 300 independent depots in more than 130 locations. The operations are broken into four core segments: Container Ownership (representing 52% of fleet as of June 30, 2007), Container Management (representing the remaining 48% of fleet as of June 30, 2007), Container Resale (owned and managed containers and as a trader) and Military Management (as the main supplier of containers to the U.S. military).
After the offering, this will have 47.604 million shares outstanding, and Halco will hold 29.178 million shares after the offering.
Jon C. Ogg
September 27, 2007
Jon Ogg produces the 24/7 Wall St. "Special Situation Investing Newsletter" and does not hold securities in the companies he covers.
EMPHASYS MEDICAL, INC. has filed to come public via an initial public offering and has listed it initial sale of securities as up to $86.25 million for filing purposes. The underwriting group includes Morgan Stanley, Thomas Weisel, Leerink Swann, and Canaccord Adams. Emphasys will take the proposed ticker "EMPH" on NASDAQ.
Emphasys is quite simply an emphysema fighter. It is a medical technology company focused on developing and commercializing therapeutic devices for the treatment emphysema and other debilitating breathing disorders. It recently completed its pivotal clinical trial to demonstrate the efficacy and safety of its first product, the Emphasys Bronchial Valve, or EBV, in patients with emphysema. Emphasys has submitted our application for pre-market approval to the Food and Drug Administration in September 2007. The company believes it is the first company to have submitted a PMA application for a device to improve lung function in emphysema patients. Emphasys says in its prospectus that it anticipates receiving FDA approval for the EBV and beginning sales in the United States in late 2008. Its EBV has received CE marking in Europe, and it has begun selling the product in Europe on a limited basis and plans for a full commercial launch through distributors in Europe by mid-2008.
This new device company is venture backed and lists the following as owners: ABS Ventures (10%), Advanced Technology Ventures (17.8%), Orbimed Advisors (13.7%), Cargill Inc. (6.1%), Morgan Stanley Venture Partners (7.4%), Morgenthaler Partners (13.8%), and SPVC VI (11.5%).
More can be found at the Emphasys site http://www.emphasysmedical.com/
Jon C. Ogg
September 21, 2007
Jon Ogg can be reached at jonogg@247wallst.com; he produces the 24/7 Wall St. Special Situation Investing Newsletter and does not own securities in the companies he covers.
athenahealth Inc. (NASDAQ:ATHN) has priced its IPO at $18.00, which is above the $14.00 to $16.00 proposed range. The IPO of 6.286 million shares has 5 million shares being sold by the company and the balance being sold by shareholders.
The selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 943,023 shares at the initial public offering price. Goldman Sachs and Merrill Lynch were the joint book-runners, and Piper Jaffray and Jefferies are the listed co-managers.
athenahealth in short is a web-based doctor and medical practice revenue cycle management solution. In other words, it aims to increase collections, receive payments faster, and gain visibility into claims.
Jon C. Ogg
September 20, 2007