Category Archives: Manufacturing

Houston chemical company hires new CFO

Jeff Glajch has been appointed the new CFO at Orion Engineered Carbons. He replaces Lorin Crenshaw, who resigned in November to become CFO at Kansas-based Compass Materials. Bob Hrivnak, who had been the interim CFO, reverts back to being the Chief Accounting Officer.



Orion has its head office in the Kingwood area, though it is technically registered in Luxembourg. The company manufactures Carbon black, a powdered form of carbon used in consumables and additives for polymers, printing inks and coatings. It has 14 production sites around the world and revenues of $1.5 billion.

The company went public in 2014 and has a market capitalization of $1.2 billion.

Mr. Glajch joins from Graham Corporation, a New-York based manufacturer of equipment for energy, defense and petrochemicals, where he had been CFO for 13 years. Graham appointed a new CEO in August 2021, who was part of a business acquired earlier in 2021. In November 2021 Mr Glajch announced he would be retiring and leaving sometime in the second quarter.

In early February, the stock of Graham plunged by 30% following a surprise quarterly loss as a results of issues in the legacy business. Mr. Glajch received a severance of 1.5 times base salary of $325,000.

No compensation was disclosed for Mr. Glajch. His predecessor at Orion had a base salary of $421,000.

SEC filing – Orion Engineered CFO

CFO at Houston-based chemical company resigns after two years

Lorin Crenshaw, CFO at Orion Engineered Carbons SA, has resigned to become CFO at Kansas-based Compass Materials. Bob Hrivnak, the company’s Chief Accounting Officer will serve as the interim CFO while the company conducts a search for a replacement.



Orion has its head office in the Kingwood area, though it is technically registered in Luxembourg. The company manufactures Carbon black, a powdered form of carbon used in consumables and additives for polymers, printing inks and coatings. It has 14 production sites around the world and revenues of $1.4 billion.

The company went public in 2014 and has a market capitalization of $1.14 billion.

Mr. Crenshaw has been the CFO at Orion for exactly two years. Prior to that he spent many years at Albemarle, a chemical manufacturer. Compass Materials is another chemical manufacturer that has about the same revenues as Orion but a market capitalization twice as large.

When he joined Orion, Mr. Crenshaw received a $180,000 sign-on bonus that was paid over two years. However all the executives got a reduced bonus payout for 2020 because EBITDA did not hit target.

At Compass, Mr. Crenshaw will receive a substantial increase in base salary (from $421,000 to $537,000) and a one-time bonus of $780,000 (most of which is to be paid in January 2022).

Mr Hrivnak joined Orion in 2020. He was previously the CFO for just over a year at Spokane-based Clearwater Paper. At that company he was hired by a new CEO who lasted even less time! Prior to that, he worked for a number of companies including Fluor and Tyco.

SEC filing – Orion CFO departure

Chemical manufacturer to be sold for $2.5 billion

Kraton Corporation Logo (PRNewsFoto/)

Kraton Corporation, a chemical manufacturer with its head office near George Bush Intercontinental Airport, is to acquired by DL Chemical for $2.5 billion.



About 50 years ago, Kraton invented styrenic block coploymers, a type of synthetic rubber that is strong, durable and flexible. The products are used in products as diverse as asphalt, roofing and diapers. The company was originally a unit of Shell, before being sold to a private-equity firm in 2001. It completed its IPO (initial public offering) in December 2009.

Its main manufacturing location is in Belpre, Ohio, though it also has major facilities in France, Germany and Sweden. The company also has joint ventures in Taiwan and Japan.

In 2016, the company acquired Arizona Chemical for $1.3 billion. In doing so, it pushed its leverage to almost 5x EBITDA. With hindsight, that turned out to be a poor move as the company was hit by the US-China trade war. In 2020 it ended up writing off $400 million of the $771 million goodwill from that acquisition. Margins in its legacy business also declined.

In early July, the company announced that it had hired JP Morgan to explore a potential sale. At the time, the share price was around $32 per share. DL Chemical, which is based in Korea, will pay $46.50 per share. Last year, DL Chemical acquired the Cariflex business from Kraton for $530 million.

The management team are in line for some large severance payments. Kevin Fogarty, CEO since 2008, will get a cash severance of three times base salary plus three times target bonus, or $6 million in total. All options and restricted awards will also vest. That could be worth around $20 million to Mr. Fogarty.

Atanas Atanasov, CFO since 2019, will get three times base and bonus, or $1.7 million. His restricted awards will also vest (I estimate this to be over $4 million).

The deal is expected to close in the first half of 2022.

SEC filing – Kraton sale

Cameroon man sentenced to wire fraud conspiracy

Frankline Bate Okpu, a Cameroon man illegally residing in Houston, has been sentenced to 36 months in prison for his role in stealing $726,000 from a South Korean company.

Okpu managed a team of eight. Seven have previously pleaded guilty. One man, a Cameron native and formerly residing in Dallas, is a fugitive at large.



The South Korean company involved was Daesang Corporation, a leading producer of consumer foods and food additives. Also involved was JY Globalfoods Company (JY), a Korean trading company that acts as a bridge for international companies looking for Korean products or introduces foreign products to the Korean market.

Fake website

Okpu set up a fraudulent entity and fake website called Trinity Food Inc. This was a knock-off of a legitimate business called Trinity Foods Inc, based in San Diego.

Daesang wanted to import chicken and pork products into Korea to meet the demands from the Korean Moon festival holiday, held each year in the fall.  In June 2017, JY found the fake Trinity Food online and started communicating with ‘Juliet Vaquez”, “Ray Morgan” and “Albert”, purportedly employees of Trinity Food. In fact, these were false names created by the conspirators.

JY brokered the purchase of foodstuffs for Daesang and the conspirators sent two proforma invoices to Daesang for $128,250 and $598,400. In September 2017, Daesang paid the amounts into a Bank of America account in Houston in the name of Trinity Food, prior to the supposed shipment.

Money transferred to other accounts

That money was then withdrawn by the conspirators and was deposited into other bank accounts in Houston (at Regions Bank and First Convenience Bank). Some of the money was cashed through cashier’s checks in Los Angeles, Miami and Maryland.

Daesang never received the product they paid for and sought help from the US authorities.

After serving time, Okpu will be subject to 36 months supervised release and will have to pay restitution of $350,939.21. Sentencing has not yet occurred for the others that pled guilty.

https://www.justice.gov/usao-sdtx/pr/cameroon-man-sentenced-wire-fraud-conspiracy

 

 

 

Huntsman CFO resigns to take senior position with LDS Church

Sean Douglas, the CFO of Huntsman Corporation, has announced he is resigning to take a senior leadership position with The Church of Jesus Christ of Latter-day Saints. His last day will be July 1, 2021.

Huntsman, a chemicals company with revenues of $6 billion, is based in The Woodlands. However, it was founded in 1970 in Utah by Jon Huntsman, Sr. The Huntsman family is Mormon and just last month, it was announced that James Huntsman, his son (but not an employee of the company), was suing the church, accusing it of spending members’ tithes meant for charity on commercial purposes.

Mr. Douglas has been the CFO since January 2017. He joined the company in 1990, though he left the company between 2012-2015 to perform charitable services for the Church.

The company has initiated a search for a new CFO and is evaluating both internal and external candidates. The company expects to appoint a new CFO before July.

SEC filing – Huntsman CFO resigns

 

Houston SPAC to take space technology company public

Credit: Made in Space (a Redwire company)

[UPDATE: Sept 2, 2021 – Deal has now closed]

Genesis Park, a Houston-based Special Purpose Acquisition Company (SPAC), has agreed to take Redwire, a space technology company, public.



Genesis Park went public in November 2020 in a $150 million IPO.

Redwire, is based in Jacksonville, FL and manufactures space-capable robotics, solar arrays and antennas, and other equipment used in space. It plans to manufacture and assemble components in-space using 3D printing. The company was formed in June 2020 from the merger of two companies, with backing from AE Industrial Partners. Since then, it has made five more acquisitions.

Redwire becomes the seventh space venture in the past year to announce a SPAC deal. It had revenues of $120 million in 2020 and is currently cash flow positive. By 2025, it expects to grow to $1.4 billion. The transaction values the company at $615 million enterprise value.

Its CEO, Peter Cannito, was previously the CEO of Polaris Alpha, a high-tech solutions provider that developed systems for the Department of Defense. He’s also spent 12 years working for PE-backed companies in the defense, technology and government services market.

Jonathan Baliff, the CFO of Genesis and former CFO at Bristow Group, will join the Board of Redwire as a non-executive director.

The deal is expected to close by June 2021.

Investor Presentation – Genesis Park Redwire

Third and Fourth James Graf blank check companies file for IPOs

Not to be outdone by Tilman Fertitta, James Graf has also filed initial public offerings for his third and fourth SPAC (also known as a blank check company). The second ($225 million) filed to go public two weeks ago.



Graf Acquisition Corp III will be a $300 million IPO, while Graf Acquisition IV will be a $150 million IPO. All three will have the same management teams and objectives and be based in The Woodlands.

Graf Acquisition Corp I ($244 million IPO Oct 2018) completed its initial business combination with Velodyne Lidar in September 2020 for $1.5 billion.

Mr. Graf has also been involved in several other SPACs

  • Platinum Eagle Acquisition Corp ($325m IPO Jan 2018) – reverse takeover of Houston-based Target Hospitality for $1.3 billion in Mar 2019.
  • Double Eagle Acquisition Corp ($500m IPO Sept 2015) – combined with William Scotsman for $1.1 billion in Nov 2017.
  • Silver Eagle Acquisition Corp ($325m IPO July 2013) – combined with Videocon d2h for $273 million in March 2015.
  • Global Eagle Acquisition Corp ($190m IPO May 2011) – combined with Global Eagle Entertainment in Jan 2013.

S-1 filing Graf Acquisition III

S-1 filing Graf Acquisition IV

Two more Houston blank check companies file for IPOs

On Friday 12 February, a record 28 blank check companies filed for Initial Public Offerings (IPO), including two old favorites in Houston. Tilman Fertitta filed for his 4th blank check company, Landcadia Holdings IV, while Graf Acquisition Corp filed their 2nd.



In case you are wondering why Friday was so popular it’s because it was the last day a company with a calendar year-end can file for an IPO using a September 2020 balance sheet.

Landcadia and Graf History

Landcadia Holdings IV filed for a $500 million IPO. As before, the shareholders are Tilman Fertitta and Jefferies. As before, they are seeking companies that operate in the consumer, dining, hospitality, entertainment and gaming industries.

  • Landcadia III just went public in October 2020 and raised $500 million in its IPO. Last month it agreed to buy The Hillman Group for $2.64 billion in a reverse takeover.
  • Landcadia II raised $275 million in May 2019 and acquired Golden Nugget Online Gaming (a Fertitta company) in December 2020.
  • Landcadia I raised $250 million in June 2016 and acquired Waitr in November 2018.

Graf Acquisition Corp II filed for a $225 million IPO, same as the first Graf IPO that was completed in October 2018. The CEO is James Graf. Graf I completed its reverse takeover of Velodyne Lidar in September 2020.

Popularity of SPACs

Special Purpose Acquisition Companies (SPACs) or blank check companies as they are also known, have really taken off in the past couple of years, mainly because of the disadvantages in the traditional IPO route where the process is long (6-7 months) and the valuation (i.e. price) at completion is uncertain.

Furthermore, the investment bankers like their IPOs to be heavily oversubscribed and for the share price to ‘pop’ on the first day of trading. But that means that the selling shareholders have effectively given up part of their returns to the new shareholders.

In contrast, a blank check company can go public in 2-3 months and then spend the next few months negotiating a deal in secret with a potential target company. In this way, both the original sponsor and the shareholders of the target can generate a better return.

S-1 Landcadia Holdings IV

S-1 Graf Acquisition Corp II

Houston Blank check company files for $150m IPO – but with a twist

Good Works Acquisition Corp has filed for a $150 million Initial Public Offering (IPO). It is a Special Purpose Acquisition Company (SPAC) or blank check company. It has its head office in the Galleria area.



The company doesn’t have any commercial operations. It is focused on finding a business that has experienced financial distress or has recently emerged from a financial restructuring. It is particularly interested in finding a business that has been hard hit by COVID-19 but has good prospects for a rebound. The company is looking for a business with an enterprise value of between $400 million and $600 million.

Management

Fred Zeidmann is the Chairman and CEO. He has served as Chairman of Gordian Group LLC, a U.S. investment bank specializing in board level advice in complex financial matters since December 2014.

Douglas Wurth is Co-Chairman and worked for JP Morgan for over 20 years. During his time there he served as the CEO of the Alternative Investments business and the CEO of the International Private Bank.

The third co-founder is Cary Grossman.  He co-founded Shoreline Capital Advisors, an investment banking firm focused on financial advisory services and middle market corporate finance transactions.

Donation to Non-Profits

Zeidman, Wurth and David Pauker, an non-exec director, have agreed to make available 750,000 founder shares (5% of the initial allotment) to be contributed to non-profit organizations, including those involved in the arts, human rights and the advancement of life sciences. These shares will be donated within six months of the IPO closing.

A spate of SPACs

Nationwide there have been a spate of blank check companies seeking to go public. According to the Wall Street Journal, so far, in 2020 there have been 75 new SPACs, raising $30 billion. This is more than double the amount raised in 2019.

In Houston

SEC filing – S-1 Good Works Acquisition

CEO resigns from specialty ingredient company after poor results

Brent Rystrom has resigned from his position as CEO of RiceBran Technologies after poor second quarter results. The company also announced that it had hired BMO Capital Markets to review strategic alternatives.



RiceBran is a manufacturer and marketer of products derived from rice bran. These are sold to food and animal nutrition manufacturers and retailers. The company moved its head office from Sacramento to The Woodlands in June 2018 so that it could be nearer the supply of rice in Arkansas and Louisiana. The company has revenues and a market capitalization of around $25 million.

Mr Rystrom became the CEO in October 2018. He joined the company as CFO in March 2017. He will receive a severance package of 90 days of base salary. Mr Rystrom will provide consulting services through the end of the year.

Peter Bradley, who joined the Board of Directors in July 2019, has been appointed Chairman and Chief Executive.

In the second quarter, the business had a negative gross profit margin of 20% as it got squeezed at both ends in the pandemic. Surging consumer demand for rice resulted in both large price increases and shortages for rough rice (a raw material input). As a result, the company had trouble maintaining output at its Arkansas mill. Customer development also slowed.