Tag Archives: IPO

Houston SPAC to take Australian solar power company public

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Nabors Energy Transition Corp (‘NETC’) , a Houston SPAC, is to take Vast, an Australian company, public. After the acquisition is completed in Q2 or Q3, VAST will be listed on the NYSE, but will continue to have its corporate offices in Sydney.

Concentrated Solar Power Plant

NETC completed its $276 million IPO in November 2021. The sponsor of the SPAC is a company co-owned by Nabors Industries, a global leader in land-based drilling rigs and Tony Petrello, the current Chairman and CEO of Nabors.



Vast has developed a next generation of concentrated solar thermal power system. The system uses mirrors to concentrates the sun’s rays. That heat is then transferred and stored in molten sodium, which is then used to drive a steam turbine and create electricity.

Vast believes its system has two main advantages over solar and wind power. Firstly the system can provide efficient long-duration storage (8-16 hours). Secondly, it can generate process heat equivalent to burning fossil fuels, meaning it can be used in industrial manufacturing.

Vast has built a 1.1 MW demonstration plant in Australia that was operational from 2018 to 2020. It is currently developing a 30 MW plant that is expected to become operational in 2025 and a 20 ton per day solar methanol facility. These projects have received funding of up to AUD 215 million ($152 million) from the Australian and German governments

The transaction values Vast at $250 million, though the business will also have $336 million in cash on the balance sheet at close. The SPAC will contribute $286 million, while Vast’s owners will rollover their equity ($209 million). Nabors will also invest $15 million as will AgCentral, the main shareholder of VAST.

VAST Investor Presentation

Houston insurance company completes $134 million IPO

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Skyward Specialty Insurance Group has completed its upsized Initial Public Offering, raising $134 million at a $588 million market capitalization. Its shares ended the week at $19.10 after opening at $15 (ticker SKWD).



The company, which has its head office in the Memorial City area, specializes in commercial property and casualty insurance. The company tries to target niche markets not well served by the mainstream carriers. For example, its Industry Solutions unit focuses on Construction, Energy and Specialty Trucking.

For the nine months ended September 2022, the company had net written premiums of $496 million. Its combined ratio (losses plus expenses) was 97.8% for 2021.

The company was formed in 2007 by Stephen Way. Mr. Wray formed the company shortly after he left HCC Insurance Holdings (which he also founded), a publicly-traded company. Like many companies at the time, HCC was caught using incorrect measurement dates for pricing stock options.  HCC was acquired by Tokio Marine in 2015.

Canadian firm Westaim took a 44% stake in the company in 2014 and in 2020 replaced Mr. Wray with Andrew Robinson as CEO. Shortly afterwards, the company changed its name from Houston International Insurance Group to Skyward Specialty Insurance Group. Mr. Wray is no longer on the board.

CFO Mark Haushill joined the company in 2015. He has been the CFO at two other publicly-traded insurance companies

SEC filing – Propectus

Coya Therapeutics completes $15 million IPO

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Coya Therapeutics, a biotechnology company with its head office in the Galleria area, has completed its $15 million initial public offering (IPO). It will have a fully diluted market capitalization of $50 million.

The company is developing proprietary new therapies to enhance the function of regulatory T cells (‘Tregs’).  Tregs are a subpopulation of T cells (a type of white blood cell) that modulate the immune system. Tregs were first discovered in 1995. Coya is initially focused on therapies for neurodegenerative, autoimmune and metabolic diseases where Treg dysfunction has been identified as an important pathophysiological component of the disease.

The company’s leading prospect is for the treatment of amyotrophic lateral sclerosis, or ALS (sometimes called Lou Gehrig’s disease). Clinical trials are expected in the first half of 2024.

Coya was formed in November 2020 by Dr. Howard Berman. Prior to this, Dr. Berman worked at AbbVie Inc, Eli Lily and Novartis. He began his career at MD Anderson in the technology transfer division where he was responsible for assessing the market, patent and scientific merits of numerous oncology-based technologies.

The CFO/COO of the company is David Snyder, based in Austin. He joined in March 2022. COYA is the fourth biotechnology business he has brought to market as CFO.

The company has an exclusive license and sponsored research agreement with The Methodist Hospital.

The stock is listed on Nasdaq under the symbol COYA.

Coya is the 7th Houston-area company to complete an IPO in 2022. You can see the complete list of Houston-area public companies here.

Coya Therapeutics – S-1 filing

Corebridge $1.7 billion IPO largest in US this year

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Corebridge Financial, a carve-out of AIG’s retirement services and life insurance business, has announced the pricing of its Initial Public Offering (IPO). 80 million shares will be offered at $21 per share, the bottom end of the range.  The $1.7 billion raised is the largest IPO this year in the US.



Corebridge manages $358 billion in client assets as of June 30, 2022. It is a leading provider of annuities for individual retirement plans (1.2 million policies) and retirement plans for education, healthcare and government sectors (1.9 million customers).

The shares being sold are about 12% of the total float. AIG will own 78% of the shares while Blackrock will own 10%. All the proceeds will go to AIG.

Blackrock acquired its shares in 2021 for $2.2 billion. That was part of a deal where AIG agreed to transfer the management of $50 billion of Corebridge’s client assets to Blackrock. That figure will rise to $93 billion by 2027.

Houston head office

Corebridge has its head office on Allen Parkway in Houston. That connection is because the life insurance business was primarily built on AIG acquiring American General Corporation (AGC) in 2001 for $23 billion. AGC was founded in 1926 by Gus Wortham, who was one of the Houston’s major civic leaders.

Management

Kevin Hogan, the CEO of Corebridge, has been in that position since 2014. According to LinkedIn, he is based in New York as is Elias Habayeb, the CFO. He has been in that role for almost a year. Both Mr. Hogan and Mr. Habayeb are long-time AIG employees, though, interestingly both left and then rejoined AIG.

The carve-out from AIG is expected to cost between $350 million and $450 million as the company rebrands and replaces systems and infrastructure provided by AIG.

Corebridge will list on the NYSE with the ticker ‘CRBG’

https://www.businesswire.com/news/home/20220914006004/en/AIG-Announces-Pricing-of-Corebridge-Financial-Inc.-Initial-Public-Offering

 

LNG services company completes IPO

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Excelerate Energy has completed its initial public offering by raising $384 million. The company  offered 16 million shares at $24 per share. This was at the high end of the range of $21 to $24 and values the company at over $2.5 billion.



The company originally filed back in January, but war in Ukraine has increased interest in LNG.

Excelerate, which has its head office in The Woodlands, provides flexible LNG infrastructure solutions, primarily in emerging markets. The company has a fleet of 10 Floating Storage Regasification units (FSRU).

Natural gas is cooled to approximately -160C at the source of production to reduce its volume down for transportation on an LNG carrier. The LNG needs to be brought back to its gas state at the area of consumption. One option is to have an LNG facility constructed on land, another is to do it offshore using a FSRU. The latter is often cheaper and quicker, especially in emerging markets.

Excelerate was formed in 2003 by George Kaiser, a Tulsa-based investor who is also the majority owner in BOK Financial Corporation (which also operates under the brands of Bank of Oklahoma and Bank of Texas).

For the 12 months ended September 2021, the company had revenues of $658 million. Currently the company has eight contracts in place for delivering regasified LNG to customers in Argentina, Brazil, Bangladesh, Israel, Pakistan and the UAE.

Steven Kobos has been the CEO of Excelerate since March 2018 and served as its counsel for the previous 11 years. Dana Armstrong is the CFO. She joined in April 2020 and was previously the CFO at Scientific Drilling.

S-1 filing – Excelerate Energy

Houston AdTech company completes $15 million IPO

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Direct Digital Holdings, an AdTech company based in the Galleria, has completed its initial public offering. It raised $15 million by offering 2.8 million units (20%) at $5.50.

The company originally planned to offer 4 million shares at a range of $7 to $9. The recent stock market turbulence caused the company to reduce terms twice.



The company is a full-service advertising platform, primarily focused on providing advertising technology, data-driven campaign optimization to underserved and less efficient markets. The business was formed in 2018 by the merger of Huddled Masses (which focused on the buy-side) and Colossus Media (sell-side).

Expensive acquisition

However, digging into the S-1 registration statement, you find the real reason for the IPO.

In September 2020, the business acquired Orange142, a buy-side digital advertising business, based in Austin, for $26.2 million.  $12 million was paid in cash, funded by a term loan with a 16% interest rate. The rest was funded by an issue of shares ($4.3 million) and mandatory redeemable units ($9.9 million, that have an interest rate of approximately 8%).

For 2019, Orange142 had revenues of $17 million. However, it had a large client who transitioned their work in-house right after the acquisition. That client had revenues of $5.7 million in the 9 months to September 2020, but only $0.7 million in the 9 months to September 2021.

The proceeds of the IPO are being used to buy out the seller of Orange142 by buying back the shares and mandatory redeemable units.

Customers

For the 9 months to September 2021, the company had approximately 158 customers on the buy-side . These are advertising buyers at small and mid-size companies and advertising agencies. In the same time, the company worked on 1,300 individual campaigns. Sell-side clients include the US Army, Just Energy, and Visit Colorado Springs.

For the 9 months to September 2021, the company had revenues of $25 million and adjusted EBITDA of $4.5 million. The revenue was a 29% increase on the prior period, with the original business growing 57% and Orange142 growing 17% (even after the customer loss).

Management

The business was formed by Mark Walker (who acts as Chairman & CEO) and Keith Smith (who is the President). Each owned 50% prior to the IPO. Both hold B.A. in Economics from The University of Texas.

Mr. Walker worked for NRG Energy from 2005 to 2016. From October 2016 to May 2019, he worked at CVG Group, a private equity firm, primarily as Acting COO for Ebony Media Operations.

Mr. Smith has an investment banking background and has worked for Standard & Poor’s, Rabobank International and Capital Point Partners. Most recently, he was CEO at Parkview Capital Credit, where he invested and managed more than $75 million with small and mid-sized companies to provide acquisition and capital growth.

Mr. Smith also acted as the CFO of the company, until the hire of Susan Echard in 2021. She originally joined the company as a consultant at SeatonHill LLC in February 2021. She became the CFO in May and a full-time employee in January 2022.

The shares will be listed on the Nasdaq under the symbol DRCT.

SEC filing – Direct Digital Registration Statement

 

Mattress Firm files for Initial Public Offering

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Source: Social Woodlands

Mattress Firm has filed for an Initial Public Offering, five years after it was acquired by Steinoff International for $3.8 billion. The company has its head office in downtown Houston.

The company has not yet determined how much it plans to raise in its IPO.



Mattress Firm entered and exited Chapter 11 in late 2018 to shed itself of 640 unwanted stores. As part of the process, the lenders who provided the exit financing also acquired a 49.9% stake in the business from Steinhoff.

Steinhoff $7.4 billion fraud

Steinhoff was founded in Germany in 1964 and moved its head office to South Africa in 1998. In late 2017, the company announced accounting irregularities in its European operations. A PwC report ultimately published in 2019 found that a small group of Steinhoff executives had recorded fictitious transactions totaling $7.4 billion over a period between 2009 and 2017.

Steinhoff has proposed a global $1.6 billion settlement with investors harmed by the fraud. To help pay for this, in September 2021, Mattress Firm paid a special distribution to its shareholders of $1.2 billion. Steinhoff, as 50.1% owner, got $601 million. The special distribution was financed by new term loan of $1.25 billion. Of this, $523 million was used to pay off the old term loan taken out as part of the Chapter 11 proceedings.

Improved financial performance

Mattress Firm now has 2,353 stores, down from almost 3,500 when it was last a public company. Impressively, revenue per store has grown from $1 million in 2019 to $1.7 million in the year to September 2021. Adjusted EBITDA margins have grown from $153 million (5.2%) in 2019 to $669 million (15.2%) in 2021.

As o September 2021, the company has $1.0 billion of net debt and $77 million of stockholder equity. Included on the balance sheet is $1.5 billion of goodwill and intangibles.

Management paid $135 million

As part of the special distribution, in addition to the $1.2 billion paid to the shareholders, senior management received $135 million in cash bonuses in September 2021. John Eck, CEO since December 2019, received $39.2 million. Maarten Hager, CFO since February 2020, received $11.75 million. The top five executive officers received $75 million.

In addition, four non-exec directors of Mattress Firm also received $3.845 million each as part of the $135 million payout.

S-1 firm Mattress Firm

Nabors Energy Transition Corp completes $276 million IPO

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Nabors Energy Transition Corp (NETC) has completed its upsized Initial Public Offering by selling 27,600,000 units at $10 apiece.



The SPAC or blank check company intends to acquire a company that is involved in energy transition such as alternative energy, energy storage, emissions reduction and carbon capture.

The sponsor of the SPAC is a company co-owned by Nabors Industries, a global leader in land-based drilling rigs and Tony Petrello, the current Chairman and CEO of Nabors.

In fact, all the management team of the SPAC are employed by Nabors including William Restrepo (CFO), Guillermo Sierra (VP – Energy Transition) and Siggi Meissner (President of Engineering and Technology).

The management team will not be paid a salary by the SPAC until it closes on a transaction. However, to me, it appears that there is plenty of scope for conflicts of interest. In the prospectus, NETC states that ‘potential conflicts with Nabors are naturally mitigated by the differing nature of the investments that Nabors would consider more suitable’.

In August, Nabors issued a press release that ‘it continues investment in energy transition with Quaise Inc’. It provided $12 million in financing to Quiase, a company developing millimeter wave drilling technology to access deep geothermal energy. That technology appears to be within the remit of the SPAC, even if the size isn’t.

https://www.prnewswire.com/news-releases/nabors-energy-transition-corp-announces-closing-of-276-000-000-initial-public-offering-including-full-exercise-of-underwriters-option-to-purchase-additional-units-301429394.html

 

 

 

Third Coast Bank completes $88 million IPO

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Third Coast Bank, a community bank based in Humble, has completed its initial public offering (IPO). It raised $88 million by offering 3.5 million shares at $25, the mid-point of the range.

Yesterday, two large publicly-traded Houston community banks, Allegiance and CBTX, announced they would merge.



The bank has total assets of $2 billion. It has 12 branches mostly in small towns close to large metropolitan areas. It has 5 in the Houston-area, 2 in Dallas/Plano, 2  around San Antonio, 2 in Beaumont, 1 in Austin and 1 in Detroit, TX. Some of those came with the acquisition of Heritage Bank in January 2020.

Third Coast was formed in 2008 by founder and CEO Bart Caraway. He was previously the CFO and COO at Houston-based Patriot Bank.

The CFO is John McWhorter.  He joined in January 2021 and was previously CFO at Bank of Houston and Cadence Bank

S-1 filing – Third Coast Bank

Energy transition SPAC completes $175 million IPO

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Pyrophyte Acquisition Corp has completed its $175 million initial public offering (IPO). The blank check company has its head office in the River Oaks area of Houston.

The company is seeking targets involved in energy transitions. That could mean renewable power generation, energy storage, zero-emission transportation, carbon capture or zero/low-carbon industrial applications.



The chairman of the company is Dr. Bernard Duroc-Danner. In 1987 he was hired to start up the oilfield services business of EVI. 47 acquisitions later, he retired as Chairman and CEO of Weatherford in 2016. In 2018, he co-founded a start-up of an artificial intelligence software company with applications in wind renewable energy.

Sten Gustafson is the CEO. From 2012 to 2014 he was the CEO of ERA Group, the Houston-based helicopter company that was spun out of Seacor in 2013. Since 2018, he was served as the Chairman of Golden Energy Offshore, a Norwegian operator of offshore service vessels.

The CFO is Thomas Major who spent ten years at NOV, including five as Director of Corporate Development.

The company is the fourth Houston-based SPAC or blank check company to go public since the beginning of last week. You can read about the others here and here.

https://www.globenewswire.com/news-release/2021/10/26/2321254/0/en/Pyrophyte-Acquisition-Corp-Announces-Pricing-of-175-Million-Initial-Public-Offering.html