Tag Archives: IPO

Good Works management team completes its second SPAC IPO

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Good Works II Acquisition Corp, a Houston-based SPAC or blank check company, has completed its $200 million Initial Public Offering. It priced 20 million units at $10 each. The company will  trade on the Nasdaq.



The Company’s management team consists of Messrs. Fred Zeidman, Chairman, Douglas Wurth, Chief Executive Officer, and Cary Grossman, President. It’s the same team that completed a $150 million IPO in October 2020 for Good Works Acquisition Corp.

In March 2021, Good Works I announced it would take Cipher Mining Technologies, a bitcoin miner, public. It is still in the process of trying to close that deal, which has an enterprise value of $2 billion. Good Works I looked at a nanotechnology company and a genomic diagnostic lab before deciding on Cipher.

As with Good Works I, three officers have agreed to make available 750,000 founder shares (3% 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.

With Good Works I, it was Zeidman, Wurth and David Pauker, a non-exec director, who donated shares. This time it is Zeidman, Wurth and Grossman.

S-1 filing – Good Works II Acquisition Corp

Recruiter.com completes $12 million IPO

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Recruiter.com Group has completing its initial public offering (IPO). It sold 2.4 million units at $5 per unit, giving it a market capitalization of $29 million.

The company has its head office just west of downtown Houston. It operates an online platform that connects small and independent recruiters and employers.



Recruiter.com was formed in 2010 by Miles Jennings, who is now the COO. Mr Jennings has worked in recruiting and online recruiting since 2003. He previously worked at Adecco and Indeed,com and is based in Connecticut.

The company is led by CEO Evan Sohn, based in New York. He has considerable experience in online payment systems. CFO Judy Krandel is also based in New York and joined the company in June 2020. She was previously the CFO at a company that provided chat and messaging technologies for social media networks.

In March 2019, Recruiter.com acquired the customer lists of Genesys Talent for $8.6 million in stock. Genesys, now called Opptly, is based in Houston and provides client-matching software for recruiters and employers. Recruiter.com agreed to license the client-matching software from Genesys until March 2021.

At the same time as the Genesys acquisition, the company completed a reverse takeover of a shell company that was trading over-the-counter.

The company has made a number of acquisitions this year;

  • Scouted in January for $1.8 million. The business will help expand its video hiring solutions.
  • Upsider in March for $3.9 million. The company will use Upsider’s machine learning artificial intelligence to assist in developing its recruiting tools.
  • OneWire in May for $1.3 million. The company has an expansive candidate database in financial services.

For 2020, the business had revenues of $8.5 million and an adjusted EBITDA loss of $2.8 million. It used $2.5 million cash in operations in 2020 but only had $0.1 million on hand at the end of the year. Not surprisingly, the filing statement states there is substantial doubt that the company will continue as a going concern.

The company will receive $8.8 million, net of expenses, and will use the money for working capital, sales and marketing, R&D and funding for growth strategies.

S-1 filing – Recruiter.com

 

 

 

 

 

Two Houston blank check companies complete their IPOs

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Two Houston-area SPACs (Special Purpose Acquisition Corporations), otherwise known as blank check companies, have completed their Initial Public Offerings (IPO).



ESM Acquisition Corporation

ESM Acquisition Corporation has completed its $300 million IPO.  The company just filed its registration statement in February.

The CEO of the company is Sir Mick Davis, who was the CFO of mining group Billiton plc (the predecessor to BHP Group) and the CEO of Xstrata plc, an Anglo-Swiss mining company that merged with Glencore plc in 2013. Until July 2019, Mr. Davis was the CEO and Treasurer of the British Conservative Party. He was born in South Africa but has British nationality. He is based in London.

The Chairman is John Raymond, who is Co-Founder and CEO of The Energy and Minerals Group, a leading natural resources-focused private equity firm, based in Houston. It manages funds of approximately $10 billion. ESM has its head office in the River Oaks area.

The company is looking for companies that mine commodities that are critical in order to achieve de-carbonization (think batteries for electric vehicles).

Peridot Acquisition Corp II

Peridot Acquisition Corp II upsized its IPO and raised $360 million. The Company’s sponsor is an affiliate of Carnelian, a Houston-based investment firm that focuses on opportunities in the North American energy space.

The company intends to target opportunities and companies that focus on environmentally sound infrastructure, industrial applications and disruptive technologies that eliminate or mitigate greenhouse gas (GHG) emissions and/or enhance resilience to climate change.

The first Peridot Acquisition went public in September with its $300 million IPO. It In February, it announced plans to take Li-Cycle, a battery recycler, public.

 

ESM Acquisition Corp announces pricing of $300m IPO

Peridot Acquisition Corp II announces upsized $360m IPO

 

 

Third and Fourth James Graf blank check companies file for IPOs

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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

Mining blank check company files for $300 million IPO

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ESM Acquisition Corporation has filed for a $300 million initial public offering (IPO).  The company has its head office in the River Oaks area.



The CEO of the company is Sir Mick Davis, who was the CFO of mining group Billiton plc (the predecessor to BHP Group) and the CEO of Xstrata plc, an Anglo-Swiss mining company that merged with Glencore plc in 2013. Until July 2019, Mr. Davis was the CEO and Treasurer of the British Conservative Party. He was born in South Africa but has British nationality. He is based in London.

The Chairman is John Raymond, who is Co-Founder and CEO of The Energy and Minerals Group, a leading natural resources-focused private equity firm, based in Houston. It manages funds of approximately $10 billion.

The company is seeking a “target that is positioned to benefit from the global transition towards a low carbon economy… In particular a target that explores for, mines, processes and/or refines commodities that are critical in order to achieve de-carbonization. Among other commodities, this may include cobalt, copper, graphite, lithium, manganese, nickel, palladium, platinum, rhodium, vanadium, rare earth elements, and/or other directly related raw materials.”

The company plans to list on the NYSE. Credit Suisse is the sole bookrunner on the deal.

S-1 filing – ESM Acquisition Corporation

 

Two more Houston blank check companies file for IPOs

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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

Another Houston E&P blank check company files for IPO

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Flame Acquisition Corp has filed for a $250 million Initial Public Offering. It has its head office in downtown Houston.



The company is led by CEO and Chairman James Flores, the former CEO of Sable Permian Resources and prior to that, CEO of Plains Exploration and Production. The CFO is Gregory Patrinely, the former CFO of Sable. He also worked in the Oil and Gas division of Freeport-McMoRan, where Mr. Flores also worked for a time.

Sable Permian was formed in 2017 after it was spun off from American Energy Partners, which was formed by the late Aubrey McClendon, after he left Chesapeake. Sable filed for bankruptcy in June 2020. Mr. Flores and Mr. Patrinely left Sable days after if exited from Chapter 11 bankruptcy in February 2020.

The company is targeting opportunities in the the exploration and production and midstream sectors.

Cowen and Intrepid Partners are the joint bookrunners on the deal.

Last week, another Houston E&P blank check company, HNR Acquisition, filed for a $100 million IPO.

S-1 filing – Flame Acquisition Corp

E&P blank check company files for $100 million IPO

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HNR Acquisition, a blank check company, has filed for an Initial Public Offering (IPO). It has its head office in the Greenway Plaza area of Houston.



The company plans to raise $100 million. Its sponsor and current 100% stockholder is Houston Natural Resources (HNR).  Its founder and CEO, Donald Goree, will also be the CEO of the blank check company.

HNR is currently involved in the recycling and remediation of oil-produced contaminates. It trades over-the-counter and has a market capitalization of $46 million. The company is currently completing two years of audited statements and has not yet filed to become an SEC reporting company.

The blank check company intends to focus on acquiring a business involved in exploration and production.

Kingswood Capital Markets is the sole bookrunner on the deal.

If HNR Acquisition completes its IPO, it will be the 8th Houston-area blank check company. Last week, one of those, Landcadia Holdings III announced a a proposed reverse takeover with The Hillman Group.

S1 filing – HNR Acquisition Corp

 

Insurance blank check company completes IPO

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Delwinds Insurance Acquisition has completed its $200 million Initial Public Offering. It becomes the 7th Houston-area blank check company to go public this year. It will be listed on the NYSE.



The company was formed by The Gray Insurance Company and is based in downtown Houston. CEO Andrew Poole is an investment consultant at Gray while CFO Bryce Quin, is a process improvement specialist at Gray. They previously led a blank check company called Tiberius that went public in 2018. It subsequently acquired International General Insurance earlier this year.

Delwinds plans to target businesses in the insurance technology sector or brokers or carriers that use insurance technology (i.e. using data analytics or artificial intelligence to better price risk or automate back offices procedures).

https://www.globenewswire.com/news-release/2020/12/15/2145792/0/en/Delwinds-Insurance-Acquisition-Corp-Announces-Closing-of-201-250-000-Initial-Public-Offering.html

Aviation services blank check company completes IPO

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Genesis Park Acquisition Corp, a Houston-based blank check company, has completed its initial public offering. It raised $150 million by offering 15 million units at $10 each. The company had originally planned to raise $200 million.



The company is led by chairman David Siegel, who is also Executive Chairman of an ultra-low-cost airline carrier, Sun Country Airlines. Together with CEO Paul Hobby (the Founding Partner of PE firm Genesis Park LP), they are seeking a business in the aviation sector with an enterprise value of between $500 million and $1 billion.  The CFO is Jonathan Baliff, former CFO and CEO at Bristow.

The company will be listed on the NYSE. It is the sixth Houston-area blank check company to list this year You can see the complete list of public companies in the Houston-area here.

https://www.prnewswire.com/news-releases/genesis-park-acquisition-corp-announces-pricing-of-150-million-initial-public-offering-301179336.html