UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Check the
appropriate box:
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[X] Preliminary
Proxy Statement
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[ ] Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[ ] Definitive
Proxy Statement
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[ ] Definitive
Additional Materials
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[ ] Soliciting
Material Pursuant to § 240.14a-12
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GSC
ACQUISITION COMPANY
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of
Filing Fee (Check the appropriate box):
[ ] No
fee required.
[X] Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
Class
A common stock and Class B common stock of GSC Acquisition Company
(“GSCAC”)(1)
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(2)
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Aggregate
number of securities to which transaction applies:
24,353,852 shares of GSCAC
common stock
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
$9.42 per share of GSCAC
based on the average of the high and low prices reported on the AMEX on
July 24, 2008
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(4)
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Proposed
maximum aggregate value of transaction:
$229,413,285.84(2)
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(5)
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Total
fee paid:
$9,015.94(3)
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[ ]
Fee paid previously with preliminary
materials.
[ ] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(1) After
completion of the merger, GSCAC’s common stock will be classified as Class A
common stock and Class B common stock.
(2)
Estimated solely for the purposes of calculating the filing fee based on the
number of shares of GSCAC common stock to be issued in the merger.
(3) The
amount is $229,413,285.84 multiplied by the SEC’s filing fee of $39.30 per
million.
GSC
ACQUISITION COMPANY
500
Campus Drive, Suite 220
,
2008
Dear
Stockholder:
You are
cordially invited to attend a special meeting of the stockholders of GSC
Acquisition Company (“GSCAC”) relating to our proposed acquisition of Complete
Energy Holdings, LLC (“Complete Energy”). The special meeting will be held at
A.M., Eastern Standard Time,
on ,
2008,
at .
At the
special meeting, you will be asked to consider and vote upon the following
proposals:
1. to
approve our acquisition of Complete Energy (the “acquisition”) pursuant to the
Agreement and Plan of Merger dated as of May 9, 2008 among GSCAC, GSCAC Holdings
I LLC (“Holdco Sub”), GSCAC Holdings II LLC, GSCAC Merger Sub LLC (“Merger Sub”)
and Complete Energy (the “merger agreement”) and the transactions contemplated
by the merger agreement, including the merger (the “merger”) of our subsidiary
Merger Sub with and into Complete Energy, with Complete Energy surviving and
thereby becoming an indirect subsidiary of GSCAC (the “acquisition
proposal”);
2. to
approve a second amended and restated charter for GSCAC (the “amended and
restated charter”), to be effective upon completion of the merger (the “charter
proposal”), to, among other things:
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change
our name to “Complete Energy Holdings
Corporation,”
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increase
the number of our authorized shares of common
stock,
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create
two classes of common stock (Class A common stock to have voting and
economic rights and Class B
common stock to have voting rights but no economic
rights),
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convert
all of our outstanding common stock into Class A common stock,
and
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permit
each share of our Class B common stock plus one Class B unit of Holdco Sub
to be exchanged into one
share of our Class A common stock;
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3. to
approve the issuance of shares of our common stock in the merger and related
transactions that would result in an increase in our outstanding common stock by
more than 20% (the “share issuance proposal”);
4. to
elect two members to serve on our board of directors, each to serve until the
2011 annual meeting of our stockholders or until his successor is duly elected
and qualified (the “election of directors proposal”);
5. to
adopt a proposed stock option plan, to be effective upon completion of the
merger (the “stock option plan proposal”); and
6. to
adopt a proposal to authorize the adjournment of the special meeting to a later
date or dates, including, if necessary, to solicit additional proxies in favor
of the foregoing proposals if there are not sufficient votes in favor of any of
these proposals (the “adjournment proposal”).
The
approval of the acquisition proposal is conditioned upon the approval of the
charter proposal, the share issuance proposal and the stock option plan
proposal, but not the election of directors proposal or adjournment proposal.
The approval of the charter proposal, the share issuance proposal and the stock
option plan proposal, but not the election of directors proposal or the
adjournment proposal, is conditioned upon the approval of the acquisition
proposal. Neither the election of directors proposal nor the adjournment
proposal requires the approval of any other proposal to be
effective.
Our board
of directors has fixed the close of business on ,
2008 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the special meeting and at any adjournments or postponements
thereof. Record holders of GSCAC warrants do not have voting
rights.
Stockholders
holding a majority of our outstanding common stock (whether or not held by
public stockholders) at the close of business on the record date must be
present, in person or by proxy, to constitute a quorum and a quorum is required
to approve our proposals. In addition, approval of the acquisition proposal
requires that holders of a majority of the common stock voted by all holders of
common stock issued in our initial public offering (such holders, the “public
stockholders”) must vote, in person or by proxy, in favor of the acquisition
proposal, but the acquisition proposal cannot be approved if public stockholders
owning 20% or more of the common stock issued in our initial public offering
vote against the acquisition proposal and properly exercise their conversion
rights. In connection with the vote on the acquisition proposal, GSCAC’s
founding stockholder and directors have agreed to vote their shares in
accordance with the majority of common stock voted by the public
stockholders.
Assuming
the acquisition proposal is approved by the requisite vote of our stockholders,
the affirmative vote of the holders of a majority of the outstanding shares of
our common stock is required to approve our charter proposal, and the
affirmative vote of the holders of a majority of the shares of our common stock
that are present in person or represented by proxy and entitled to vote at the
special meeting is required to approve the share issuance proposal, the stock
option plan proposal and the adjournment proposal.
Directors
will be elected by a plurality of the votes cast by stockholders present in
person or represented by proxy and entitled to vote at the special meeting. This
means that the director nominee with the most affirmative votes for a particular
slot will be elected.
You have
the right to convert any shares that you own that were issued in our initial
public offering into cash if you vote against the acquisition proposal and the
acquisition proposal is approved and the merger is completed. If you properly
exercise your conversion rights, you will be entitled to receive a conversion
price per share equal to the aggregate amount then on deposit in our trust
account (before payment of deferred underwriting discounts and commissions and
including interest earned on their pro rata portion of the trust account, net of
income taxes payable on such interest and net of interest income of up to $2.4
million on the trust account balance previously released to us to fund our
working capital requirements), calculated as of two business days prior to the
proposed completion of the merger, divided by the number of shares sold in our
initial public offering. As of June 30, 2008, the initial per-share
conversion price was approximately $9.89.
You may
request conversion of your shares at any time after the mailing of this proxy
statement by following the procedures described in this proxy statement, but the
request will not be granted unless you vote against the acquisition proposal and
the acquisition proposal is approved and the merger is completed. Voting against
the acquisition proposal alone will not result in the conversion of your shares
into a pro rata share of the trust account; to convert your shares, you must
also follow the specific procedures for conversion set forth in this proxy
statement. See “Summary of Proxy Statement –– Conversion Rights” on
page 18. Prior to exercising your conversion rights, you should verify the
market price of GSCAC’s common stock as you may receive higher proceeds from the
sale of your common stock in the public market than from exercising your
conversion rights if the market price per share is higher than the conversion
price.
GSCAC
shares of common stock, warrants and units are quoted on the American Stock
Exchange under the symbols “GGA,” “GGA.WS” and “GGA.U,” respectively. On July
28, 2008, the closing price of GSCAC common stock, warrants and units was $9.44,
$0.43 and $9.70, respectively.
AFTER
CAREFUL CONSIDERATION OF THE TERMS AND CONDITIONS OF ALL OF THE PROPOSALS, OUR
BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED ALL OF THE PROPOSALS AND UNANIMOUSLY
RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.
YOUR
VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING,
PLEASE PROMPTLY VOTE YOUR SHARES AND SUBMIT YOUR PROXY BY COMPLETING, SIGNING,
DATING AND RETURNING YOUR PROXY FORM IN THE ENCLOSED ENVELOPE. IF YOU RETURN A
PROXY WITH YOUR SIGNATURE BUT WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE ON
ANY PROPOSAL, YOUR PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL. EVEN IF YOU
RETURN THE PROXY, YOU MAY ATTEND THE SPECIAL MEETING AND VOTE YOUR SHARES IN
PERSON.
The
accompanying proxy statement contains detailed information regarding the merger
and related transactions, including each of our proposals. The proxy statement
also provides detailed information about Complete Energy, because upon
completion of the merger, the operations, assets and liabilities of Complete
Energy will be owned by a subsidiary of GSCAC.
WE
ENCOURAGE YOU TO READ THIS ENTIRE PROXY STATEMENT CAREFULLY, INCLUDING THE
SECTION DISCUSSING “RISK FACTORS,” FOR A DISCUSSION OF VARIOUS FACTORS THAT YOU
SHOULD CONSIDER IN CONNECTION WITH OUR PROPOSED ACQUISITION. WE MAINTAIN A
WEBSITE AT WWW.GSCAC.COM. THE CONTENTS OF THAT WEBSITE ARE NOT PART OF THIS
PROXY STATEMENT.
Sincerely,
Matthew C.
Kaufman
President
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY
STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE MERGER, PASSED UPON THE
MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy
statement is dated ,
2008 and is first being mailed to GSCAC stockholders on or
about ,
2008.
GSC
ACQUISITION COMPANY
500
Campus Drive, Suite 220
__________________________________________________________
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD
ON ,
2008
___________________________________________________________
To the
Stockholders of GSC Acquisition Company:
You are
cordially invited to attend a special meeting of the stockholders of GSC
Acquisition Company (“GSCAC”) relating to our proposed acquisition of Complete
Energy Holdings, LLC (“Complete Energy”). The special meeting will be held
at A.M.,
Eastern Standard Time,
on ,
2008
at .
At the
special meeting, you will be asked to consider and vote upon the following
proposals:
1. to
approve our acquisition of Complete Energy (the “acquisition”) pursuant to the
Agreement and Plan of Merger dated as of May 9, 2008 among GSCAC, GSCAC Holdings
I LLC (“Holdco Sub”), GSCAC Holdings II LLC, GSCAC Merger Sub LLC (“Merger Sub”)
and Complete Energy (the “merger agreement”) and the transactions contemplated
by the merger agreement, including the merger (the “merger”) of our subsidiary
Merger Sub with and into Complete Energy, with Complete Energy surviving and
thereby becoming an indirect subsidiary of GSCAC (the “acquisition
proposal”);
2. to
approve a second amended and restated certificate of incorporation for GSCAC
(the “amended and restated charter”), to be effective upon completion of the
merger (the “charter proposal”), to, among other things:
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change
our name to “Complete Energy Holdings
Corporation,”
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increase
the number of authorized shares of common
stock,
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create
two classes of common stock (Class A common stock to have voting and
economic rights and Class B common stock to have voting rights but no
economic rights),
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convert
all of our outstanding common stock into Class A common stock,
and
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permit
each share of our Class B common stock plus one Class B unit of Holdco Sub
to be exchanged into one share of our Class A common
stock;
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3. to
approve the issuance of shares of our common stock in the merger and related
transactions that would result in an increase in our outstanding common stock by
more than 20% (the “share issuance proposal”);
4. to
elect two members to serve on our board of directors, each to serve until the
2011 annual meeting of our stockholders or until his successor is duly elected
and qualified (the “election of directors proposal”);
5. to
adopt a proposed stock option plan, to be effective upon completion of the
merger (the “stock option plan proposal”); and
6. to
adopt a proposal to authorize the adjournment of the special meeting to a later
date or dates, including, if necessary, to solicit additional proxies in favor
of the foregoing proposals if there are not sufficient votes in favor of any of
these proposals (the “adjournment proposal”).
Our board
of directors has unanimously approved the merger and related transactions and
unanimously recommends that you vote “FOR” each of the proposals described above
and in the accompanying proxy statement.
The
approval of our acquisition proposal is conditioned upon the approval of the
charter proposal, the share issuance proposal and the stock option plan
proposal, but not the election of directors proposal or adjournment proposal.
The approval of the charter proposal, the share issuance proposal and the stock
option plan proposal, but not the election of directors proposal or the
adjournment proposal, is conditioned upon the approval of the acquisition
proposal. Neither the election of directors proposal nor the adjournment
proposal requires the approval of any other proposal to be
effective.
Our board
of directors has fixed the close of business on
,
2008 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the special meeting and at any adjournments or postponements
thereof. Record holders of GSCAC warrants do not have voting
rights.
Your vote
is important. Whether or not you plan to attend the special meeting, please
complete, sign, date and return your proxy card as soon as possible to ensure
that your shares are represented at the special meeting or, if you are a
stockholder of record of our common stock on the record date, you may cast your
vote in person at the special meeting. If your shares are held in an account at
a brokerage firm or bank, you must instruct your broker or bank on how to vote
your shares. If you do not vote or do not instruct your broker or bank how to
vote, it will have the same effect as voting against the acquisition proposal
and the charter proposal.
Any proxy
may be revoked at any time prior to its exercise by delivery of a later dated
proxy, by
notifying
in writing before the special meeting, or by
voting in person at the special meeting. By authorizing your proxy promptly, you
can help us avoid the expense of further proxy solicitations.
Your
attention is directed to the proxy statement accompanying this notice (including
the annexes thereto) for a more complete description of the proposed acquisition
and related transactions and each of our proposals. We encourage you to read
this proxy statement carefully. If you have any questions or need assistance
voting your shares, please call our proxy solicitor, MacKenzie Partners, Inc. at
(212) 929-5500 or 1-(800) 322-2885 or by email at
proxy@mackenziepartners.com.
By Order
of the Board of Directors,
Matthew C.
Kaufman
President
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F-1
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F-4
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LIST OF
ANNEXES
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Second
Amended and Restated Certificate of
Incorporation
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GSC
Acquisition Company 2008 Stock Option
Plan
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Opinion
of Duff & Phelps, LLC
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Glossary
of Terms Used in this Proxy
Statement
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Q: Why
am I receiving this proxy statement?
A: GSCAC
has agreed to acquire Complete Energy under the terms of the merger agreement
that is described in this proxy statement. A copy of the merger agreement is
attached to this proxy statement as Annex A, which GSCAC and Complete Energy
encourage you to read.
You are
receiving this proxy statement because we are soliciting your vote to approve
the acquisition and related matters at a special meeting of our stockholders.
This proxy statement contains important information about the proposed
acquisition and related matters. You should read it
carefully.
Your vote
is important. We encourage you to vote as soon as possible after carefully
reviewing this proxy statement.
Q: Why
is GSCAC proposing the acquisition?
A: GSCAC
is a blank check company organized to effect an acquisition, through a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination, of one or more businesses or
assets.
GSCAC
completed its initial public offering on June 29, 2007, generating net proceeds
of approximately $191.5 million. The net proceeds, in addition to $4 million
from the sale of warrants to GSC Secondary Interest Fund, LLC, which we refer to
as our “founding stockholder,” and $6.2 million of deferred underwriting
discounts and commissions, were placed into a trust account. As of June 30,
2008, the balance in the trust account was approximately $203 million. GSCAC
intends to use the funds held in the trust account to complete the merger with
Complete Energy and to make payment of the deferred underwriting commissions and
discounts.
GSCAC is
now proposing to acquire Complete Energy pursuant to the merger agreement. If
the acquisition proposal and related proposals are approved by our stockholders
and the other conditions to completion of the merger are satisfied, a subsidiary
of GSCAC will merge with and into Complete Energy, and Complete Energy will
survive the merger as an indirect subsidiary of GSCAC.
Complete
Energy is an independent power generating company established in January 2004 to
acquire, own and operate merchant and contracted generating facilities in key
U.S. markets. Complete Energy owns majority interests in, and operates, two
natural gas-fired combined cycle generation facilities. GSCAC believes that
Complete Energy’s management has successful experience in its business and has
in place the structure for strong business operations and the achievement of
growth both organically and through accretive acquisitions. As a
result, GSCAC believes that a combination with Complete Energy will provide
GSCAC stockholders with an opportunity to participate in a company with
significant growth potential.
In
connection with this proposed acquisition, we would also repay or otherwise
extinguish certain Complete Energy debt. In addition, GSCAC has
agreed to make offers to acquire the minority interests owned by third parties
in the Complete Energy subsidiaries that own its La Paloma facility and
Batesville facility.
If the
merger agreement and related transactions are not approved and GSCAC is unable
to complete another business combination by June 25, 2009, GSCAC will be
required to liquidate.
Q: What
will the owners of Complete Energy receive in the proposed
transactions?
A: The
proposed transactions value 100% of Complete Energy’s operations (including
minority interests held by third parties) at an enterprise value of $1.3
billion, comprised of $900 million for its La Paloma facility and $400 million
for its Batesville facility. Upon completion of the proposed merger, after
adjustments for Complete Energy’s debt and cash balances, the owners of Complete
Energy are expected to receive shares of GSCAC and units of a GSCAC subsidiary
valued at approximately $68.6 million, as well as securities that are
exchangeable into approximately 2.75 million of our shares if GSCAC’s share
price reaches $14.50 within five years and an additional approximately 2.75
million of our shares if GSCAC’s share price reaches $15.50 within five
years.
If the
merger is completed, we also expect to issue approximately $168.5 million GSCAC
shares to the holders of certain Complete Energy debt, comprised of investment
funds and trusts managed or advised by
TCW Asset
Management Company (“TAMCO”) or certain of its affiliates (such funds and
trusts, collectively, the “TAMCO funds”) and Morgan Stanley & Co.
Incorporated (“Morgan Stanley”). These debt holders would also receive a $50
million mezzanine note issued by Complete Energy and securities that are
exercisable for approximately 798,000 of our shares if GSCAC’s share price
reaches $14.50 within five years and approximately 798,000 of our shares if
GSCAC’s share price reaches $15.50 within five years. Complete Energy will
retain approximately $627 million of net project-level debt (on a consolidated
basis including minority interests held by third parties) and we will use the
balance of our trust account to repay other Complete Energy debt, pay
transaction expenses and fund working capital.
The actual
number of GSCAC shares and units of a GSCAC subsidiary that would be issued to
the Complete Energy owners and debt holders in the proposed transactions will be
determined using a price per GSCAC share equal to the lesser of (1) $10.00 and
(2) the average closing price per share of our common stock for the 20 trading
days ending three business days before the completion of the
merger.
Q: Will
GSCAC stockholders receive anything in the proposed transactions?
A: If
the merger is completed and you vote your shares to approve the acquisition
proposal, you will continue to hold the GSCAC shares and warrants that you
currently own and do not sell. Immediately upon the effectiveness of the second
amended and restated charter, each share of your GSCAC common stock outstanding
immediately prior to the completion of the acquisition will be reclassified as
converted into one share of Class A common stock. If the merger is completed but
you vote your shares against the acquisition proposal and properly elect to
convert your shares into cash, your GSCAC shares will be cancelled and you will
receive cash as described below, but you will continue to hold any warrants that
you currently own and do not sell.
Q: Who
will own GSCAC after the proposed transactions?
A: If
the proposed merger and debt repayment are completed, the TAMCO funds (under
common investment management) are expected to become GSCAC’s largest block of
stockholders with approximately 25.5% ownership, GSCAC’s existing stockholders
are expected to collectively own approximately 57% of GSCAC, the current owners
of Complete Energy are expected to own approximately 12.5% of GSCAC, and Morgan
Stanley is expected to own approximately 5.1% of GSCAC, in each case on a fully
diluted basis and assuming that no GSCAC stockholders elect to convert their
shares into cash.
If our
offers to acquire the minority interests owned by third parties in the Complete
Energy subsidiaries that own its La Paloma facility and Batesville facility are
accepted in accordance with our terms, such minority interest holders would
collectively own 26.5% of our equity and the ownership of the TAMCO funds, the
existing GSCAC stockholders, the current owners of Complete Energy and Morgan
Stanley would be proportionately diluted.
Q: What
is being voted on at the special meeting?
A: You
are being asked to vote on six proposals:
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a
proposal to approve the acquisition of Complete Energy pursuant to the
merger agreement, the merger and the other transactions contemplated by
the merger agreement;
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