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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·
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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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a
proposal to adopt a second amended and restated charter for GSCAC, to be
effective upon completion of the merger, to, among other things, change
our name to “Complete Energy Holdings Corporation,” permit our continued
existence after June 25, 2009, create two classes of common stock
(Class A common stock to have voting and economic rights (“Class A
shares”) and Class B common stock to have voting rights but no economic
rights (“Class B shares”)), to convert all of our outstanding common stock
into Class A shares and permit each Class B share plus one Class B unit of
our subsidiary Holdco Sub to be exchanged into one Class A
share;
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·
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a
proposal 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%;
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·
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a
proposal to elect two members to serve on our board of directors, each to
serve until our 2011 annual meeting or until his successor is duly elected
and qualified;
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·
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a
proposal to adopt a proposed stock option plan, to be effective upon
completion of the merger; and
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·
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a
proposal to authorize the adjournment of the special meeting to a later
date or dates, including
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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.
This proxy
statement provides you with detailed information about each of these proposals.
We encourage you to carefully read this entire proxy statement, including the
attached annexes. YOU SHOULD
ALSO CAREFULLY CONSIDER THOSE FACTORS DESCRIBED UNDER THE HEADING “RISK
FACTORS.”
Q: When
and where is the special meeting?
A: The
special meeting will take place at
A.M., Eastern
Standard Time on
,
2008 at
.
Q: What
is the record date for the special meeting? Who is entitled to
vote?
A: The
record date for the special meeting is
, 2008. Record
holders of GSCAC common stock at the close of business on the record date are
entitled to vote or have their votes cast at the special meeting. On the record
date, there were 25,200,000 outstanding shares of our common stock, which
includes 20,700,000 shares issued in our initial public offering (the “IPO
shares”), 4,455,000 shares owned by our founding stockholder, and a total of
45,000 shares owned by James K. Goodwin and Richard A. McKinnon, two of our
directors.
Each share
of GSCAC common stock is entitled to one vote per share at the special meeting.
GSCAC’s outstanding warrants do not have voting rights.
Q: How
do the founding stockholder and Messrs. Goodwin and McKinnon intend to vote
their shares?
A: With
respect to the acquisition proposal, our founding stockholder and Messrs.
Goodwin and McKinnon have agreed to vote their shares of common stock in
accordance with the majority of the votes cast by the public stockholders. Our
founding stockholder and Messrs. Goodwin and McKinnon have also informed GSCAC
that it and they intend to vote all of their shares “FOR” the other
proposals.
Q: What
vote is required to approve the acquisition proposal?
A: The
affirmative vote of stockholders owning a majority of the IPO shares voting in
person or by proxy at the special meeting and the affirmative vote of
stockholders owning a majority of the outstanding shares of our common stock as
of the close of business on the record date is required to approve the
acquisition proposal. However, the acquisition proposal will not be approved if
the holders of 20% or more of the IPO shares vote against the acquisition
proposal and properly exercise their rights to convert such IPO shares into
cash. Because the approval of the acquisition proposal is a condition to the
approval of the other proposals (other than the election of directors proposal
and the adjournment proposal), if the acquisition proposal is not approved, the
other approvals will not take effect (other than the election of directors
proposal and the adjournment proposal).
Q: What
vote is required to approve the charter proposal?
A: The
affirmative vote of holders of a majority of the outstanding shares of our
common stock as of the close of business on the record date is required to
approve the charter proposal, and approval is conditioned upon approval of the
acquisition proposal.
Q: What
vote is required to approve the share issuance proposal?
A: The
affirmative vote of holders of a majority of the votes cast by the stockholders
present in person or by proxy and entitled to vote at the special meeting is
required to approve the share issuance proposal, and approval is conditioned
upon approval of the acquisition proposal.
Q: What
vote is required to elect directors?
A: The
two directors to be elected at the special meeting will be elected by the
plurality of the votes cast by the holders of our common stock outstanding as of
the close of business on the record date voting in person or by proxy. This
means that the two nominees with the most votes will be elected. Votes may be
cast for or withheld from each nominee, but a withheld vote or broker non-vote
will have no effect on the outcome of the election. Approval of the election of
the directors proposal is not conditioned upon the approval of the acquisition
proposal.
Q: What
vote is required to adopt the proposed stock option plan?
A: The
affirmative vote of holders of a majority of the votes cast by the stockholders
present in person or by proxy and entitled to vote at the special meeting is
required to adopt the proposed stock option plan of
GSCAC, and
approval is conditioned upon approval of the acquisition proposal.
Q: What
vote is required to adopt the adjournment proposal?
A: The
affirmative vote of holders of a majority of the votes cast by the stockholders
present in person or by proxy and entitled to vote at the special meeting is
required to adopt the adjournment proposal. The approval of the adjournment
proposal is not conditioned on the approval of the acquisition
proposal.
Q: Did
GSCAC’s board of directors obtain a fairness opinion in connection with the
approval of the merger agreement?
A: Yes. The
board of directors of GSCAC engaged Duff & Phelps, LLC (“Duff &
Phelps”), an independent financial advisor. On May 8, 2008, Duff
& Phelps provided to GSCAC’s board of directors an opinion dated May 8,
2008, subject to the assumptions, qualifications and limitations set forth
therein, that as of that date (1) the consideration to be paid by GSCAC in the
acquisition is fair, from a financial point of view, to the holders of GSCAC’s
common stock and (2) Complete Energy has a fair market value equal to at least
80% of the balance of GSCAC’s trust account (excluding deferred underwriting
discounts and commissions).
Q: Do
I have appraisal or dissenters’ rights?
A: No
appraisal or dissenters’ rights are available under the Delaware General
Corporation Law (the “DGCL”) for holders of GSCAC common stock or warrants in
connection with the proposals described in this proxy statement.
Q:
Do I have conversion or redemption rights?
A: Yes.
Each holder of IPO shares has a right to convert his or her IPO shares into a
pro rata share of the cash on deposit in our trust account if such holder votes
against the acquisition proposal, properly exercises the conversion rights and
the merger is completed. Such IPO shares would then be converted into cash at
the per-share conversion price on the completion date of the merger. It is
anticipated that the funds to be distributed to each holder who properly elects
to convert any IPO shares will be distributed promptly after completion of the
merger.
The actual
per-share conversion price will be equal to the amount in our trust account
(before payment of deferred underwriting discounts and commissions and including
interest earned on the holder’s pro rata share 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), as of two business days prior to the completion
of the merger, divided by the total number of IPO shares. As of June 30, 2008,
the per-share conversion price would have been approximately $9.89, without
taking into account any interest accrued after such date.
Voting
against the acquisition proposal alone will not result in the conversion of your
IPO shares into a pro rata share of the trust account. To convert
your IPO shares, you must also exercise your conversion rights and follow the
specific procedures for conversion summarized below and set forth under “The
Special Meeting—Conversion Rights.”
Holders of
IPO shares who convert their IPO shares into cash would still have the right to
exercise any warrants that they continue to hold.
Prior to
exercising your conversion rights, you should verify the market price of GSCAC
shares because you may receive higher proceeds from the sale of your IPO shares
in the public market than from exercising your conversion rights if the market
price per IPO share is higher than the conversion price.
Q:
How do I exercise my conversion rights?
A: To exercise
conversion rights, a holder of IPO shares, whether being a record holder or
holding the IPO shares in “street name,” must tender the IPO shares to our
transfer agent and deliver written instructions to our transfer
agent: (1) stating that the holder wishes to convert the IPO shares
into a pro rata share of the trust account and (2) confirming that the holder
has held the IPO shares since the record date and will continue to hold them
through the special meeting and the completion of the merger.
To tender
IPO shares to our transfer agent, the holder must deliver the IPO shares either
(1) at any time before the start of the special meeting (or any adjournment or
postponement thereof), electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) System or (2) at any time before the day of
the special meeting (or any adjournment or postponement thereof), physically by
delivering a share certificate. Any holder who holds IPO shares in street name
will have to coordinate with his or her broker to arrange for the
IPO shares
to be delivered electronically or physically. Any holder who desires to
physically tender to our transfer agent IPO shares that are held in street name
must instruct the account executive at his or her bank or broker to withdraw the
IPO shares from the holder’s account and request that a physical certificate be
issued in such holder’s name. Our transfer agent will be available to assist
with this process.
If a
holder does not deliver written instructions and tender his or her IPO shares
(either electronically or physically) to our transfer agent in accordance with
the above procedures, those IPO shares will not be converted into
cash.
Any
request for conversion, once made, may be withdrawn or revoked at any time
before the start (in case of electronic tendering) or at any time before the day
(in case of physical tendering) of our special meeting (or any adjournment or
postponement thereof), in which case the IPO shares will be returned
(electronically or physically) to the holder.
If any
holder tenders IPO shares (electronically or physically) and the merger is not
completed, the IPO shares will not be converted into cash and they will be
returned (electronically or physically) to such holder.
Q: What
happens after the merger to the funds from the IPO deposited in our trust
account?
A: Upon
completion of the merger, any funds remaining in the trust account after payment
of amounts, if any, to stockholders exercising their conversion rights, will be
used for the repayment of a portion of Complete Energy’s debt, payment of
transaction expenses and working capital.
Q: Who
will manage the acquired business?
A: Following
the acquisition, our company, to be renamed Complete Energy Holdings
Corporation, will be overseen by its board of directors, which if the election
of the board of directors proposal is approved will include Matthew C. Kaufman
and Peter R. Frank, two of our existing directors, as well as Hugh A. Tarpley
and Lori A. Cuervo, who are senior members of the management team of Complete
Energy, R. Blair Thomas, as the designee under the lender consent, and a number
of independent directors. Upon completion of the merger,
Mr. Tarpley will be appointed to serve as our Chief Executive Officer and
Ms. Cuervo will be appointed President and Chief Operating Officer. In addition,
substantially all of the senior members of the management team of Complete
Energy will assume similar positions with Complete Energy Holdings
Corporation.
Q: What
happens if the acquisition is not completed?
A: If
the acquisition proposal and related matters are not approved by our
stockholders, we will not acquire Complete Energy, our certificate of
incorporation will not be amended and we will continue to seek other potential
business combinations. If we do not consummate a business combination by June
25, 2009, our corporate existence will cease except for the purpose of winding
up our affairs and liquidating. In connection with our dissolution and
liquidation, all amounts in the trust account plus any other net assets of GSCAC
not used for or reserved to pay obligations and claims or such other corporate
expenses relating to or arising from GSCAC’s plan of dissolution, including
costs of dissolving and liquidating GSCAC, would be distributed on a pro rata
basis to the holders of IPO shares. GSCAC will pay no liquidating distributions
with respect to any shares of capital stock of GSCAC other than the IPO
shares.
Q: What
do I need to do now?
A: Indicate
on your proxy card how you want to vote on each of our proposals, sign it and
mail it in the enclosed return envelope, as soon as possible, so that your
shares may be represented at our special meeting. If you sign and send in your
proxy card and do not indicate how you want to vote on any of our proposals, we
will count your proxy card as a vote in favor of all such proposals. You may
also attend our special meeting and vote your shares in person.
Q: What
do I do if I want to change my vote?
A: Send
in a later-dated, signed proxy card to your bank or broker. If you’ve
previously voted via telephone or Internet you may change your vote by either of
these methods up to 11:59 p.m. Eastern Standard Time the day prior to our
special meeting. You may also attend our meeting in person and vote
at that time. You should contact your bank or broker to request
assistance in attending the meeting. You may also revoke your proxy
by sending a notice of revocation to
at the address under “Who Can Help Answer Your Questions” included elsewhere in
this proxy statement. You can find further details on how to revoke
your proxy under “The Special Meeting—Revoking Your Proxy.”
Q: If
my shares are held in “street name” by my broker, will my broker vote my shares
for me?
A: If
you do not provide your broker with instructions on how to vote your “street
name” shares, your broker will not be able to vote them on the acquisition
proposal or the other proposals described in this proxy statement, other than
the election of directors proposal. You should therefore instruct your broker
how to vote your shares, following the directions provided by your broker on the
enclosed proxy card. Please check the voting form used by your broker
to see if it offers telephone or Internet voting.
If you do
not give voting instructions to your broker, you will not be counted as voting,
unless you appear in person at the special meeting. Please contact
your bank or broker for assistance in attending the special meeting to vote your
shares.
Q: What
will happen if I abstain from voting or fail to vote?
A: An
abstention, since it is not an affirmative vote in favor of any proposal but
adds to the number of shares present in person or by proxy, will have the same
effect as (1) a vote against the acquisition proposal but will not have the
effect of converting your shares into a pro rata share of the trust account
unless you affirmatively vote against the acquisition proposal and you properly
exercise your conversion rights as described above and the merger is completed,
and (2) a vote against the charter proposal, the share issuance proposal, the
stock option plan proposal and the adjournment proposal. An abstention or
instruction to withhold authority to vote for one or more nominees for director
will result in those nominees receiving fewer votes but will not count as votes
against the nominees for the election of the directors proposal. A failure to
vote will make it more difficult for us to achieve the quorum necessary for us
to conduct business at the special meeting and, because approval of the
acquisition proposal and charter proposal requires the affirmative vote of a
majority of our outstanding shares (not the shares actually voted) will have the
same effect as a vote against the acquisition proposal and the charter
proposal.
Q: When
do you expect to complete the acquisition?
A: We
are working to complete the acquisition as soon as possible. We hope to complete
the acquisition shortly after the special meeting, if we obtain the required
stockholder approvals at the special meeting and if we receive the necessary
regulatory approvals prior to the special meeting. We cannot predict
the exact timing of the effective time of the merger or whether the merger will
be consummated because it is subject to conditions that are not within our
control, such as approvals from regulatory authorities. Both GSCAC and Complete
Energy possess the right to terminate the merger agreement in certain
situations.
Though
nothing is certain and the closing of the merger is subject to the conditions
and approvals described in this proxy statement, we expect to complete the
merger and the related transactions prior to the end of the third quarter of
2008.
If you
have any questions about the merger, you should contact:
GSC
Acquisition Company
500 Campus
Drive, Suite 220
Attention:
Michael H. Yip
Phone
Number: (973)-437-1000
If you
would like additional copies of this document,
or if you
have questions about the merger, you should contact:
105
Madison Avenue
Call
Collect: (212) 929-5500
or
This
summary highlights selected information contained in this proxy statement and
may not contain all of the information that is important to you. To understand
the proposals fully, you should carefully read this entire document, including
the Annexes, and the documents to which we refer you. See “Where You Can Find
More Information” on page 191. In this proxy statement, the terms “we,” “us,”
“our” and “GSCAC” refer to GSC Acquisition Company, the term “Complete Energy”
refers to Complete Energy Holdings, LLC and the term “merger agreement” refers
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, (“Holdco Sub2”), GSCAC
Merger Sub LLC (“Merger Sub”) and Complete Energy. We have also
included a Glossary of Terms as Annex E to this proxy statement, which you
should review in connection with the information in this proxy
statement.
The
Special Meeting (See page 114)
This proxy
statement is being furnished to holders of GSCAC’s common stock for use at the
special meeting, and at any adjournments or postponements of that meeting. At
the special meeting, GSCAC’s stockholders will be asked to consider and vote
upon proposals (1) to approve the acquisition of Complete Energy pursuant to the
merger agreement and to approve the merger and other transactions contemplated
by the merger agreement; (2) to approve a second amended and restated charter
for GSCAC, to be effective upon completion of the merger; (3) to approve the
issuance of shares of our common stock in the merger and related transactions;
(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; (5) to adopt a proposed stock option plan; and (6) to
adopt a proposal to authorize the adjournment of the special meeting to a later
date or dates, including, if necessary, to permit further solicitation and
voting of proxies if there are insufficient votes at the time of the special
meeting to adopt any of these proposals. The special meeting will be held on
,
2008, at
A.M.,
Eastern Standard Time, at
.
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.
Recommendation
of Our Board of Directors (See page 114)
Our board
of directors has unanimously approved the merger and related transactions, and
unanimously recommends that our stockholders vote “FOR” each of our
proposals.
The
Parties (See pages 120-140)
GSC Acquisition Company. We
are a blank check company formed on October 26, 2006 for the purpose of
acquiring, through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or other similar business combination, one or more
businesses or assets, which we refer to as our “initial business combination.”
Our efforts in identifying a prospective target business have not been limited
to a particular industry. Instead we have focused on industries and target
businesses in the U.S. and Europe that may provide significant opportunity for
growth.
On June
29, 2007, we completed our initial public offering (“IPO”), generating gross
proceeds of approximately $207 million (including proceeds from the exercise by
the underwriters of their over-allotment option). Upon completion of the IPO, a
total of approximately $201.7 million, including $191.5 million of net proceeds
from the IPO, $4 million from the sale of warrants to our founding stockholder
and $6.2 million of deferred underwriting discounts and commissions, was placed
in a trust account at JPMorgan Chase Bank, N.A., with the American Stock
Transfer & Trust Company serving as trustee. Except for a portion of the
interest income permitted to be released to us, the proceeds held in trust will
not be released from the trust account until the earlier of the completion of
our initial business combination or our liquidation. Based on our amended and
restated charter (our “charter”), up to a total of $2.4 million of interest
income (net of taxes payable) may be released to us, subject to availability, to
fund our working capital requirements. For the period from inception to June 30,
2008, approximately $2.4 million was
released
to us in accordance with these terms. As of June 30, 2008, the balance in the
trust account was approximately $203 million.
All of our
activity to date relates to our formation, our IPO and efforts to identify
prospective target businesses. We are not presently engaged in, and we will not
engage in, any substantive commercial business until we consummate our initial
business combination. If the proposals set forth in this proxy statement are not
approved, the acquisition of Complete Energy will not be consummated and we will
continue to search for businesses or assets to acquire. If we do not complete an
initial business combination by June 29, 2009, our corporate existence will
cease except for purposes of winding up our affairs and
liquidating.
The GSCAC
units, common stock and warrants are traded on the American Stock Exchange (the
“AMEX”) under the symbols “GGA.U,” “GGA” and “GGA.WS,”
respectively.
Our
executive offices are located at c/o GSC Group, 500 Campus Drive, Suite 220,
Florham Park, New Jersey 07932. We file reports with the Securities and Exchange
Commission (the “SEC”), which are available free of charge at
www.sec.gov. For more information about GSCAC, please see the section
entitled “Information About GSCAC.”
GSCAC Holdings I LLC, GSCAC Holdings
II LLC and GSCAC Merger Sub LLC. Each of Holdco Sub, Holdco Sub2 and
Merger Sub are Delaware limited liability companies formed solely for the
purpose of acquiring Complete Energy. GSCAC is the sole member of Holdco Sub,
Holdco Sub is the sole member of Holdco Sub2 and Holdco Sub2 is the sole member
of Merger Sub.
Complete Energy Holdings,
LLC. Complete Energy is an independent power generating
company established in January 2004 to acquire, own and operate merchant and
contracted electric generating facilities in key U.S. markets. Complete Energy
owns majority interests in, and operates, two natural gas-fired combined cycle
power generation facilities. The 1,022 MW La Paloma generating facility (the “La
Paloma facility”), located 110 miles northwest of Los Angeles, serves
energy-constrained California. The 837 MW Batesville generating facility (the
“Batesville facility”), located in northern Mississippi, serves the Southeast
region of the U.S.
Complete
Energy’s executive offices are located at 1331 Lamar, Suite 650, Houston, Texas
77010. For more information about Complete Energy, please see the
section entitled “Information About Complete Energy.”
The
Acquisition (See page 55)
GSCAC is
proposing to acquire Complete Energy under the terms and conditions of the
merger agreement, which was executed on May 9, 2008. Under the merger agreement,
our subsidiary Merger Sub will merge with and into Complete Energy, with
Complete Energy surviving the merger as an indirect subsidiary of GSCAC. As a
result of the merger, depending on the level of acceptance of our offers to
acquire the minority interests held by third parties in the Complete Energy
subsidiaries that indirectly own the La Paloma facility and the Batesville
facility (as described below in “Offers to LP Minority Holders and Fulcrum”),
Complete Energy expects to indirectly own between 60% and 100% of the interests
in the La Paloma facility and between 96.3% and 100% of the Batesville
facility.
Organizational
Structure
The
following diagram sets forth GSCAC’s organizational structure immediately
following the acquisition and the subsequent merger of Merger Sub with and into
Complete Energy.
GSCAC
Post-Acquisition Organizational Structure
Corporate
Structure
After the
completion of the merger, we will conduct all of our operations through our
subsidiary Holdco Sub, which will indirectly hold our ownership interest in
Complete Energy. GSCAC will be the holding company for, and managing member of,
Holdco Sub. In connection with the completion of the merger, we will
amend and restate our charter to, among other things, convert our common stock
into Class A common stock and create an additional class of Class B common
stock. Immediately upon the effectiveness of the proposed charter,
each share of common stock outstanding immediately prior to the completion of
the acquisition will be reclassified and converted into one Class A share.
Please see “—The Second Amended and Restated Charter of
GSCAC.” Immediately following the completion of the merger, GSCAC’s
existing stockholders and holders of debt of a Complete Energy subsidiary, along
with a small number of owners of Complete Energy, will own all of the Class A
shares. Also in connection with the completion of the merger, the limited
liability company agreement of Holdco Sub will be amended and restated (the
“Holdco Sub LLC Agreement”) to, among other things, create four classes of units
of Holdco Sub (Class A, Class B, Class C and Class D units). Please
see “—Holdco Sub Amended and Restated Limited Liability Company
Agreement.” As managing member of Holdco Sub, GSCAC will own 100% of
the Class A units of Holdco Sub, and the owners of Complete Energy (and holders
of equity interests in Complete Energy subsidiaries if such holders accept our
offers to exchange their equity interests) will own all of the Class B, Class C
and Class D units upon completion of the acquisition and related
transactions.
Our second
amended and restated charter and the Holdco Sub LLC Agreement will provide to
the holders of our Class B shares and Class B units of Holdco Sub (“Class B
units”) the right from time to time to exchange one Class B share and one Class
B unit for one Class A share, subject to certain restrictions including notice
requirements.
Purchase
Price/Consideration to be Paid in Merger
The
acquisition and related 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 the La Paloma facility and $400
million for the Batesville facility. Upon completion of the proposed merger,
after adjustments for Complete Energy’s debt and cash balances, the owners of
Complete Energy will receive Class B shares and Class B units that together will
be exchangeable into Class A shares (or certain owners will receive Class A
shares directly) that collectively will be valued at approximately $68.6
million. The owners of Complete Energy will also receive additional units of
Holdco Sub (Class C and Class D units) that will entitle them to receive
additional Class B shares and Class B units, which together would be
exchangeable into approximately 2.75 million of our Class A shares if GSCAC’s
share price reaches $14.50 within five years and an additional approximately
2.75 million of our Class A shares if GSCAC’s share price reaches $15.50 within
five years. The number of Class B shares and Class B units to be
issued pursuant to the merger agreement will be calculated using a price per
GSCAC share equal to the lesser of $10.00 and the average closing price per
share for the 20 trading days ending three business days before the closing of
the acquisition.
Pursuant
to a consent and release agreement signed in connection with the execution of
the merger agreement, the principal owners of Complete Energy have agreed that
they will not transfer any of their GSCAC or Holdco Sub securities until after
180 days following completion of the acquisition, except to specified “permitted
transferees” (i.e., affiliates, family members and certain estate planning
entities formed for the benefit of the holder and his or her family members).
The other owners of Complete Energy will be required to sign agreements
containing similar lock-up provisions as a condition to their receipt of any
GSCAC or Holdco Sub securities in the merger. The consent and release agreement
also includes a mutual release of claims between the Complete Energy owners and
Complete Energy.
Lender
Consent (See page 111)
On May 9,
2008, in connection with the merger agreement, GSCAC, Complete Energy and
certain of their respective subsidiaries entered into a Consent, Exchange and
Preemptive Rights Agreement (the “lender consent”) with the TAMCO funds and
Morgan Stanley. A Complete Energy subsidiary owes approximately $270 million in
notes and cash settled options to the TAMCO funds and Morgan Stanley, who have
agreed to exchange their notes and cash settled options upon the closing of the
merger for approximately $50 million in cash, a $50
million
mezzanine note, approximately $170 million of Class A shares, warrants to
purchase an aggregate 798,000 Class A shares if GSCAC’s stock price reaches
$14.50 within five years and warrants to purchase an additional 798,000 Class A
shares if GSCAC’s share price reaches $15.50 within five years, in each case
subject to the terms and conditions set forth in the lender consent. The number
of Class A shares to be issued pursuant to the lender consent will be calculated
using a price per GSCAC share equal to the lesser of $10.00 and the average
closing price per share for the 20 trading days ending three business days
before the closing of the acquisition.
Pursuant
to the lender consent, the TAMCO funds will be subject to a 180-day lock-up
period with respect to their GSCAC Class A shares. In addition, GSCAC has
granted preemptive rights to the TAMCO funds and Morgan Stanley if GSCAC issues
any equity securities that trigger “anti-dilution” protection for holders of the
outstanding GSCAC warrants under the existing warrant
agreement. The TAMCO funds and Morgan Stanley will also
have registration rights with respect to their Class A shares. The lender
consent also contains a release of claims by the Complete Energy parties for the
benefit of the TAMCO, the TAMCO funds and Morgan Stanley.
Offers
to LP Minority Holders and Fulcrum (See page 112)
Shortly
after signing the merger agreement, GSCAC delivered to the owners (the “LP
Minority Holders”) of the minority interests in the Complete Energy subsidiary
that indirectly owns the La Paloma facility, La Paloma Acquisition Co, LLC (“La
Paloma Acquisition”), a written offer to exchange their aggregate 40% ownership
interests in La Paloma Acquisition upon completion of the acquisition for Class
B shares and Class B units that collectively would be valued at approximately
$194 million, and Class C units and Class D units that would entitle the LP
Minority Holders to receive additional Class B shares and Class B units, which
together would be exchangeable into approximately 1.4 million of our Class A
shares if GSCAC’s share price reaches $14.50 within five years and an additional
1.4 million of our Class A shares if GSCAC’s share price reaches $15.50 within
five years. Our offered consideration was calculated consistently
with the calculation of the merger consideration to be paid to the owners of
Complete Energy upon completion of the merger, without taking into consideration
the absence of voting or control rights and other relevant discounts due to the
minority nature of the LP Minority Holders’ investment. None of the
LP Minority Holders accepted this offer. Two of the LP Minority
Holders have asserted that we must make an offer to acquire the minority
interests in La Paloma Acquisition from the LP Minority Holders in accordance
with the “tag along” provisions of the limited liability company agreement of La
Paloma Acquisition (the “La Paloma Acquisition LLC Agreement”) prior to
completion of the acquisition.
Promptly
following completion of the acquisition, GSCAC intends to submit a “tag-along”
offer to acquire these minority interests from the LP Minority
Holders. Under the terms of the La Paloma Acquisition LLC Agreement,
this offer must be on the same terms and conditions as GSCAC is acquiring the
ownership interests in Complete Energy, except that the purchase price would be
the fair market value of the minority interests, taking into consideration the
presence or absence of voting or control rights and other relevant
discounts.
GSCAC has
also delivered to Fulcrum Power Services L.P. (“Fulcrum”) an offer to exchange
Fulcrum’s minority ownership interests in the Complete Energy subsidiary that
indirectly owns the Batesville facility, CEP Batesville Holding Company, LLC
(“Batesville Holding”), upon completion of the acquisition for Class B shares
and Class B units that collectively would be valued at approximately $6.3
million, and Class C units and Class D units that would entitle Fulcrum to
receive additional Class B shares and Class B units, which together would be
exchangeable into approximately 55,440 Class A shares if GSCAC’s share price
reaches $14.50 within five years and an additional 55,440 Class A shares if
GSCAC’s share price reaches $15.50 within five years. Our offered
consideration was calculated consistently with the calculation of the merger
consideration to be paid to the owners of Complete Energy upon completion of the
merger. We have asked Fulcrum to respond to our offer by July 30,
2008.
The
acceptance of our offers by the LP Minority Holders or Fulcrum is not a
condition to the closing of the merger; however, the acceptance (or
non-acceptance) of the offers will determine the percentage ownership of GSCAC
in the La Paloma facility and/or the Batesville facility and the relative
ownership of our current
stockholders
and Complete Energy stakeholders in GSCAC after the completion of the
acquisition and related transactions.
Conditions
to the Closing of the Merger (See page 105)
The
obligation of the GSCAC parties to complete the merger is subject to the
requirement that specified conditions must be satisfied or waived by GSCAC,
including the following:
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Complete
Energy’s representations and warranties that are qualified by materiality
or Complete Energy Material Adverse Effect (please see definition in
“Merger Agreement—Materiality and Material Adverse Effect”) must be true
as if made at and as of the closing date (immediately prior to the
closing) and those that are not qualified by materiality or Complete
Energy Material Adverse Effect must be true in all material respects as if
made at and as of the closing date (in each case, other than
representations and warranties that speak as to an earlier date, which
must be true, or true in all material respects as the case may be, as of
such earlier date).
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Complete
Energy must have performed and complied, in all material respects, with
its agreements, covenants and obligations required by the merger agreement
and related transaction documents to be performed or complied with on or
before closing.
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There
can be no proceeding threatened or filed (other than by any GSCAC parties
or any of their respective affiliates) seeking to restrain, enjoin or
otherwise prohibit the completion of the proposed
transactions.
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Regulatory
approvals must be obtained, and any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the “HSR Act”) must
have expired or been terminated.
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Our
stockholders must have approved the merger and related
transactions.
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No
Complete Energy Material Adverse Effect shall have occurred and be
continuing as of the closing date.
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No
default with respect to any payment obligation or financial covenant under
any material Complete Energy debt (other than debt that is being repaid or
satisfied in connection with the
merger).
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GSCAC
must have received an acknowledgement that the conditions required to
exchange certain Complete Energy debt for cash, equity securities and a
mezzanine note are satisfied.
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The
obligation of Complete Energy to complete the merger and related transactions is
subject to the requirement that specified conditions must be satisfied or waived
by Complete Energy, including the following:
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GSCAC’s
representations and warranties in the merger agreement that are qualified
by materiality or GSCAC Material Adverse Effect (please see definition in
“Merger Agreement—Materiality and Material Adverse Effect”) must be true
as if made at and as of the closing date (immediately prior to the
closing) and that are not qualified by materiality or GSCAC Material
Adverse Effect must be true in all material respects as if made at and as
of the closing date (in each case, other than representations and
warranties that speak as to an earlier date, which must be true, or true
in all material respects as the case may be, as of such earlier
date).
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Each
GSCAC party must have performed and complied, in all material respects,
with its agreements, covenants and obligations required by the merger
agreement and related transaction documents to be performed or complied
with on or before closing.
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There
can be no proceeding threatened or filed (other than by Complete Energy or
any of its affiliates) seeking to restrain, enjoin or otherwise prohibit
the completion of the proposed
transactions.
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Regulatory
approvals must be obtained, and any applicable waiting periods under the
HSR Act must have expired or been
terminated.
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Our
stockholders must have approved the merger and related
transactions.
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No
GSCAC Material Adverse Effect shall have occurred and be
continuing.
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GSCAC
must have directors’ and officers’ liability insurance with terms and
conditions at least as favorable to the insured as Complete Energy’s
directors’ and officers’ liability insurance
policies.
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Designated
persons must have resigned from all of their positions and offices with
GSCAC, Holdco Sub, Merger Sub and Holdco
Sub2.
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Designated
persons must have been elected to the positions of officers and directors
of GSCAC, Holdco Sub and Holdco
Sub2.
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GSCAC
must have at least $188 million in its trust account, before giving effect
to any payments to stockholders who elect to convert their shares into
cash but after giving effect to the payment of deferred underwriting
discounts and commissions, transaction expenses incurred prior to May 9,
2008 and the investment banking fee owed to UBS Securities LLC
(“UBS”).
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GSCAC
must have received an acknowledgement that the conditions required to
exchange certain Complete Energy debt for cash, equity securities and a
mezzanine note are satisfied.
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Termination
of Merger Agreement (See page 107)
The merger
agreement may be terminated at any time prior to the closing in the following
circumstances:
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by
Complete Energy or GSCAC if any nonappealable final governmental order,
decree or judgment enjoins or otherwise prohibits or makes illegal the
completion of the merger and related
transactions;
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by
Complete Energy if any GSCAC party has materially breached its obligations
under the merger agreement or any related transaction document and that
breach would or does result in the failure of a condition to close and
such breach is not cured within the time period specified in the merger
agreement;
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by
GSCAC if Complete Energy has materially breached its obligations under the
merger agreement or any related transaction document and that breach would
or does not result in the failure of a condition to close and such breach
is not cured within the time period specified in the merger
agreement;
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by
GSCAC or Complete Energy if the merger has not been completed on or before
January 31, 2009 and the failure to close is not caused by a breach of the
merger agreement by the terminating party, but if the delay is directly
and primarily the result of the failure to obtain on a timely basis the
audited balance sheet of Complete Energy’s subsidiary, La Paloma
Generating Company, LLC, dated as of December 31, 2005, the termination
date will be extended from January 31, 2009 to March 31,
2009;
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by
GSCAC or Complete Energy if the La Paloma facility and/or the Batesville
facility suffer damages or casualty events that cause net losses of more
than $25 million;
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by
GSCAC if it is not satisfied with a proposed refinancing of certain
Complete Energy debt or if Complete Energy engages in certain prohibited
conduct prior to the completion of the
merger;
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by
GSCAC if the change to Complete Energy’s disclosure schedules collectively
would cause the failure of the Complete Energy representations and
warranties closing condition if such changes were not
effective;
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by
mutual written consent of GSCAC and Complete
Energy;
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by
Complete Energy if our board of directors fails to reaffirm or modifies or
revokes its recommendation of the merger or approves, endorses or
recommends any transaction other than the merger or enters into any
letter of intent or similar agreement with respect to any transaction
other than the merger; or
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by
Complete Energy or GSCAC if our stockholders do not approve the merger and
related transactions.
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In
general, if a termination occurs, neither party will owe any obligation or
liability to the other party; provided, however, that if the termination results
from the willful and knowing failure of any of the parties to the merger
agreement to perform a covenant as required under the merger agreement (subject
to certain exceptions) or any willful and knowing breach of a representation or
warranty contained in the merger agreement, the breaching party shall bear the
cost of the other parties’ resulting losses.
Holdco
Sub Amended and Restated Limited Liability Company Agreement (See page
110)
In
connection with the completion of the merger, the Holdco Sub LLC Agreement will,
in part, authorize a capital structure comprised of Class A, Class B, Class C
and Class D units. GSCAC will own 100% of the Class A
units. The Class B units, Class C units and Class D units will be
issued to the owners of Complete Energy as part of the merger consideration and
to the LP Minority Holders and Fulcrum if such parties accept our offers to
exchange their respective minority equity interests in the La Paloma facility
and the Batesville facility, respectively.
Management. Holdco Sub will
be managed by GSCAC, as managing member of Holdco Sub and sole holder of Class A
units, and an executive committee comprised of members designated by
GSCAC. GSCAC will not be permitted to conduct any business or hold
any assets other than its ownership of Class A units in Holdco Sub and
activities incidental to such ownership and the general operation and management
of GSCAC. Holdco Sub will be required to pay all costs, expenses and
liabilities of GSCAC and to guarantee any indebtedness incurred by
GSCAC.
Voting Rights. The Class A
units are the sole voting interests in Holdco Sub, subject to limited approval
rights granted to the holders of Class B units.
Contributions. If GSCAC
issues any securities or receives any proceeds in exchange of securities, it
must contribute the proceeds to Holdco Sub and Holdco Sub must issue equivalent
securities to GSCAC. No other holder of units of Holdco Sub is required to make
any contributions to Holdco Sub.
Distributions. Distributions
on Class A units and Class B units will be made ratably. If Holdco Sub, at the
determination of the managing member, makes any distributions to its members,
then GSCAC must use the distributions that it receives on its Class A Units (net
of taxes and reserves for operating costs) to pay dividends to the holders of
Class A shares.
Transferability of Units. The
Class A units held by GSCAC will not be transferable. Class B, Class C and Class
D units will not be transferable except to “permitted transferees” (i.e.,
affiliates, family members and certain estate planning entities formed for the
benefit of the holder and his or her family members). Class B units cannot be
transferred unless an equal number of Class B shares are transferred to the same
transferee.
Exchange of Class B units. At
any time and from time to time, a holder of Class B units and Class B shares
will have the right to exchange the Class B units and an equal number of Class B
shares for the same numbers of Class A shares. Class A shares received in
the exchange will be freely transferable following the initial 180-day lock-up
period, subject to applicable restrictions under the federal or state securities
laws, and will have the benefit of registration rights under a registration
rights agreement among GSCAC and the holders of GSCAC and Holdco Sub securities
received in connection with the merger and related transactions.
Summary
of the Duff & Phelps Fairness Opinion (See page 66 and Annex
D)
In
connection with its consideration of the acquisition, GSCAC’s board of directors
engaged Duff & Phelps, an independent financial advisor, to provide the
board of directors of GSCAC with an opinion as to (1) the fairness,
from a
financial point of view, of the consideration to be paid by GSCAC in the
acquisition, to the holders of GSCAC’s common stock and (2) whether Complete
Energy has a fair market value equal to at least 80% of the balance in GSCAC’s
trust account (excluding deferred underwriting discounts and
commissions). The full text of Duff and Phelps’ opinion, dated March
8, 2008, is attached to this proxy statement as Annex D. We encourage
you to read this opinion carefully in its entirety for a description of the
procedures followed, assumptions made, qualifications and limitations on the
review undertaken and other matters considered by Duff & Phelps in preparing
its opinion. Duff and Phelps’ opinion was directed to the GSCAC board
and only addressed (1) the fairness, from a financial point of view, to the
holders of GSCAC’s common stock of the consideration to be paid by GSCAC in the
acquisition and (2) whether Complete Energy has a fair market value equal to at
least 80% of the balance in GSCAC’s trust account (excluding deferred
underwriting discounts and commissions). The opinion does not address
any other aspect or implication of the acquisition. However,
neither Duff & Phelps' opinion nor the summary of its related analysis is
intended to be, and does not constitute advice or a recommendation to any
stockholder as to how such stockholder should act or vote with respect to the
acquisition.
The
Second Amended and Restated Charter of GSCAC (See page 78 and Annex
B)
Assuming
the acquisition proposal is approved, GSCAC’s stockholders are also being asked
to approve the amendment and restatement of our charter, to be effective
immediately prior to completion of the merger. The second amended and restated
charter will, 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 shares to have voting and economic
rights and Class B shares 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 Class B share plus one Class B unit of Holdco Sub to be exchanged
into one Class A share.
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The
Issuance of Class A Shares and Class B Shares of GSCAC (See page
81)
You are
being asked to approve the issuance by GSCAC of up to 60,227,852 Class A shares
and Class B shares in consideration for the merger and related transactions,
including the exchange of Complete Energy debt pursuant to the lender consent
and issuances to the LP Minority Holders and Fulcrum (if they accept our
offers). The Class B shares have the same voting rights as the Class
A shares, but have no economic rights. If our offers to the LP
Minority Holders and Fulcrum are not accepted, the shares allocated for the LP
Minority Holders and Fulcrum will not be issued and the LP Minority Holders and
Fulcrum will continue to own their minority interests in a subsidiary of
Complete Energy.
The
Election of Directors (See page 82)
You are
being asked to elect the following two persons to serve as
directors: James K. Goodwin and Matthew C. Kaufman. Please see the
section entitled “Proposal IV—Election
of Directors” and “Interests of Certain Persons in the Acquisition” for
information regarding these persons. If the election of directors proposal is
approved, and the acquisition proposal is not approved, our board will continue
to be comprised of Alfred C. Eckert, III, Peter R. Frank, James K. Goodwin,
Matthew C. Kaufman, Richard A. McKinnon, Richard W. Detweiler and Daniel R.
Sebastian. Our board of directors has determined that the following
directors satisfy the definition of independence as defined under the listing
standards of the AMEX: Messrs. Goodwin, McKinnon, Detweiler and
Sebastian.
Our board
of directors is divided into three classes, designated Class I, Class II and
Class III. The members of our board of directors that are proposed to be elected
in this proxy statement will be members of Class I and will
have
initial terms that terminate on the date of the 2011 annual meeting. Existing
Class II directors will serve until the 2009 annual meeting and Class III
directors will serve until the 2010 annual meeting. At each succeeding annual
meeting of stockholders, successors to the class of directors whose term expires
at that annual meeting will be elected for a three year term. Each director will
hold office for the term to which he or she is elected and until his or her
successor is duly elected and qualified or until such director’s earlier
resignation, removal, death or incapacity.
If the
election of directors proposal and our other proposals are approved, effective
upon completion of the acquisition, our board of directors will expand the size
of the board to 11 directors if we remain listed on the AMEX or, if we are
accepted for listing on the New York Stock Exchange (“NYSE”), The NASDAQ Stock
Market LLC (“NASDAQ”) or any other national securities exchange, to the number
of directors necessary to satisfy the applicable independence requirements of
such exchange and all of our existing board members, with the exception of Mr.
Kaufman and Peter R. Frank, will resign. In accordance with the terms
of the merger agreement and the lender consent, (1) R. Blair Thomas, as the
designee under the lender consent, will be appointed to serve as a Class I
director, (2) Hugh A. Tarpley and Lori A. Cuervo, as designees of Complete
Energy, will be appointed to our board of directors to the class or classes
agreed to by GSCAC and Complete Energy prior to the closing, (3) Mr. Kaufman
will continue as a Class I director and Mr. Frank will continue as a Class II
director and (4) the number of directors needed to satisfy the independence
requirements of the applicable exchange will be appointed to the board to fill
the remaining vacancies with such independent directors to be apportioned to the
three classes so that the three classes have approximately an equal number of
directors. The independent directors will be chosen by GSCAC and
Complete Energy prior to the closing.
The
Stock Option Plan (See page 87)
The GSC
Acquisition Company 2008 Stock Option Plan (the “stock option plan”) proposes to
reserve 6,210,000 Class A shares for issuance in accordance with awards under
the stock option plan. We are proposing the stock option plan, which would be
effective upon completion of the merger, as a means of securing and retaining
key employees and others of outstanding ability and to motivate such individuals
to exert their best efforts on behalf of GSCAC and its affiliates by providing
incentives through the grant of options to acquire shares of our common stock.
For more information regarding the stock option plan, see “Proposal IV—Adoption
of the Stock Option Plan.” Additionally, the stock option plan is
attached as Annex C to this proxy statement. We encourage you to read the stock
option plan in its entirety.
GSCAC’s
Founding Stockholder Ownership (See page 187)
As of July
28, 2008, two of our directors, Messrs. Goodwin and McKinnon, and our founding
stockholder beneficially owned and were entitled to vote, in the aggregate,
4,500,000 shares of our common stock, representing approximately 17.9% of our
outstanding common stock. This ownership does not include the
4,000,000 shares of GSCAC common stock issuable upon exercise of warrants held
by our founding stockholder. With respect to the acquisition proposal only, each
of Messrs. Goodwin and McKinnon and our founding stockholder have agreed to vote
all of his or its shares only in accordance with the majority of the votes cast
by the holders of the IPO shares. Each of Messrs. Goodwin and McKinnon and our
founding stockholder have also agreed that if he or it acquires shares in or
following our IPO, he or it will vote all such acquired shares in favor of the
initial business combination. This voting arrangement does not apply to any
proposal other than the acquisition proposal. Our founding
stockholder and Messrs. Goodwin and McKinnon have informed GSCAC that it and
they intend to vote all of its and their shares for all of the proposals
described in this proxy statement (in addition to the acquisition
proposal).
Consideration
Offered to GSCAC’s Stockholders
Existing
GSCAC stockholders will not receive any cash or property as a result of the
merger, but instead will continue to hold their shares of GSCAC common stock,
which upon consummation of the transactions contemplated by the merger agreement
will automatically convert into Class A shares. Upon completion of the merger
and the repayment of certain debt of the Complete Energy subsidiaries, our
stockholders collectively are expected to own approximately 57% of Complete
Energy Holdings Corporation, on a fully diluted basis and assuming that no
GSCAC
stockholders vote against the acquisition proposal and properly exercise their
conversion rights. As part of the proposed acquisition, 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 our offers are accepted, the ownership of the
existing GSCAC stockholders, the TAMCO funds, the current owners of Complete
Energy and Morgan Stanley would be proportionately diluted.
Conversion
Rights (See page 117)
Each
holder of IPO shares has a right to convert the IPO shares into cash if such
holder votes against the acquisition proposal, the merger is completed and the
holder properly exercises its conversion rights as described below. Such IPO
shares would then be converted into cash at the per-share conversion price
described below on the completion date of the merger. It is anticipated that the
funds to be distributed to holders who vote against the merger and properly
exercise their conversion rights will be distributed promptly after completion
of the merger.
Voting
against the acquisition proposal alone will not result in the conversion of the
IPO shares into a pro rata share of the trust account. To convert IPO
shares, the holder must also properly exercise his or her conversion rights by
following the specific procedures for conversion set forth below and the merger
must be completed.
We will
not complete the merger and will not convert any IPO shares into cash if
stockholders owning 20% or more of the IPO shares both vote against the
acquisition proposal and properly exercise their conversion rights.
Holders of
IPO shares who convert their IPO shares into cash would still have the right to
exercise any warrants that they continue to hold.
The actual
per-share conversion price will be equal to the cash amount contained in our
trust account (before payment of deferred underwriting discounts and commissions
and including interest earned on such holder’s 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 previously released to us to fund our working capital
requirements), as of two business days prior to the completion of the merger,
divided by the total number of IPO shares. As of June 30, 2008, the per-share
conversion price would have been approximately $9.89.
Prior to
exercising conversion rights, holders of IPO shares should verify the market
price of the IPO shares as they may receive higher proceeds from the sale of the
IPO shares in the public market than from exercising conversion rights if the
market price per IPO share is higher than the conversion price.
To
exercise conversion rights, a holder of IPO shares, whether being a record
holder or holding the IPO shares in “street name,” must tender the IPO shares to
our transfer agent and deliver written instructions to our transfer
agent: (1) stating that such holder wishes to convert the IPO shares
into a pro rata share of the trust account and (2) confirming that such
holder has held the IPO shares since the record date and will continue to hold
them through the special meeting and the completion of the merger.
To tender
IPO shares to our transfer agent, the holder must deliver the IPO shares either
(1) at any time before the start of the special meeting (or any adjournment or
postponement thereof), electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) System or, (2) at any time before the day of
the special meeting (or any adjournment or postponement thereof), physically by
delivering a share certificate. Any holder who holds IPO shares in street name
will have to coordinate with his or her broker to arrange for the IPO shares to
be delivered electronically or physically. Any holder who desires to physically
tender to our transfer agent IPO shares that are held in street name must
instruct the account executive at his or her bank or broker to withdraw the IPO
shares from such holder’s account and request that a physical certificate be
issued in such holder’s name. Our transfer agent will be available to assist
with this process.
If any
holder does not deliver written instructions and tender his or her IPO shares
(either electronically or physically) to our transfer agent in accordance with
the above procedures, those IPO shares will not be converted into
cash.
Any
request for conversion, once made, may be withdrawn at any time before the start
(in case of electronic tendering) or at any time before the day (in case of
physical tendering) of our special meeting (or any adjournment or postponement
thereof), in which case the IPO shares will be returned (electronically or
physically) to such holder.
If any
holder tenders IPO shares (electronically or physically) and the merger is not
completed, the IPO shares will not be converted into cash and they will be
returned (electronically or physically) to such holder.
Interests
of Certain Persons In the Acquisition (See page 93)
In
considering the recommendation of GSCAC’s board of directors, you should be
aware that our executive officers and members of its board of directors have
interests in the acquisition that are different from, or in addition to, the
interests of GSCAC’s stockholders generally. The members of the board of
directors were aware of these differing interests and considered them, among
other matters, in evaluating and negotiating the merger agreement and in
recommending to our stockholders that they vote in favor of the acquisition and
other proposals. These interests include, among other things:
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Two
of our directors, Messrs. Goodwin and McKinnon, and our founding
stockholder own 22,500, 22,500 and 4,455,000 shares of GSCAC’s common
stock respectively. These shares were purchased prior to our IPO for an
aggregate price of $25,000 and had an aggregate market value of
$42,480,000, based upon the last sale price of $9.44 on the AMEX on July
28, 2008. Our founding stockholder has recently agreed to transfer 5,000
shares of GSCAC’s common stock to each of two of our directors, Messrs.
Detweiler and Sebastian, subject to the completion of our initial business
combination. If our proposals are not approved and GSCAC is unable to
complete another business combination by June 25, 2009, GSCAC will be
required to liquidate. In such event, the 4,500,000 shares of common stock
held by Messrs. Goodwin and McKinnon and our founding stockholder will be
worthless because they have agreed that they will not receive any
liquidation proceeds with respect to such shares. In addition, if we do
not complete an initial business combination, Messrs. Detweiler and
Sebastian will not receive any of the 5,000 shares that each is entitled
to receive upon completion of our initial business
combination. Accordingly, Messrs. Goodwin, McKinnon, Detweiler
and Sebastian and our founding stockholder have a financial interest in
the completion of the acquisition.
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In
addition to the shares of GSCAC common stock, our founding stockholder
purchased for $4,000,000 warrants to purchase up to 4,000,000 shares of
GSCAC common stock at $1.00 per share. If GSCAC is unable to
complete a business combination by June 25, 2009 and liquidates its
assets, there will be no distribution with respect to these warrants, and
the warrants will thereby expire
worthless.
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Three
of our directors, Messrs. Eckert, Frank and Kaufman, hold ownership
interests in GSC Group that give them indirect ownership interests in our
founding stockholder and GSCAC. Because of their indirect ownership
interests, each of Messrs. Eckert, Frank and Kaufman have financial
interests in the completion of the
acquisition.
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If
the acquisition is completed, certain of our current directors will
continue as directors of GSCAC. These non-executive directors
will be entitled to receive any cash fees, stock options, stock awards or
other compensation arrangements that GSCAC’s board of directors determines
to provide its non-executive
directors.
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The
current owners and officers of Complete Energy have interests in the acquisition
that are different from, or in addition to, your interests as a GSCAC
stockholder. In particular, Hugh Tarpley and Lori Cuervo, two of the Complete
Energy owners and senior members of the Complete Energy management team, are
expected to become our Chief Executive Officer (in the case of Mr. Tarpley) and
President and Chief Operating Officer (in the case of Ms. Cuervo) and members of
our board of directors upon completion of the merger. Mr. Tarpley and Ms. Cuervo
have entered into employment agreements with GSCAC that will become effective
upon completion of the merger.
Please see
“Management Following the Acquisition.” As a result of their
ownership interests in Complete Energy, Mr. Tarpley and Ms. Cuervo will receive
Class B shares, as well as Class B units, Class C units and Class D units of
Holdco Sub and will become parties to a registration rights agreement with GSCAC
and the Holdco Sub LLC Agreement upon completion of the merger. Mr. Tarpley and
Ms. Cuervo are also party to a consent and release agreement with GSCAC. It is
possible that conflicts of interest may arise with respect to their
responsibilities as executive officers of GSCAC and its subsidiaries and their
individual interests as parties to agreements with GSCAC and its subsidiaries.
The owners of Complete Energy will also continue after the merger to have rights
to indemnification under the limited liability company agreement of Complete
Energy.
No
Appraisal or Dissenters’ Rights
No
appraisal or dissenters’ rights are available under the DGCL to holders of GSCAC
common stock in connection with the proposals described in this proxy
statement.
Regulatory
Matters
Under the
provisions of the HSR Act, we could not complete the merger until we and
Complete Energy have made filings with the Antitrust Division of the U.S.
Department of Justice and the Federal Trade Commission (“FTC”) and the
applicable waiting period has expired or been terminated. We and
Complete Energy filed pre-merger notifications under the HSR Act on May 22,
2008. We were informed by the FTC on June 2, 2008 that early
termination of the waiting period under the HSR Act for the proposed merger had
been granted, effective immediately.
We also
may not complete the merger until we and Complete Energy have made filings with
the Federal Energy Regulatory Commission (“FERC”) under Section 203 of the
Federal Power Act (“FPA”) and FERC issues a final order approving the
acquisition. We and Complete Energy filed an application with FERC
under Section 203 for authorization to complete the proposed merger on July 25,
2008. FERC is expected to act on the application by the end of the
third quarter of 2008.
In
addition, Complete Energy filed a pre-closing notice with the California Public
Utilities Commission (“CPUC”) and California Independent System Operator
CAISO on May 22, 2008 pursuant to Generator Operation Standard 25 for Generating
Asset Owners, General Order 167, relating to the transfer of ownership of the
generating asset for the La Paloma facility. Complete Energy has been advised by
the California Energy Commission that no approval will be required in connection
with the acquisition. The consent of the Federal Communications Commission is
also required relating to the transfer of control of radio authorizations held
by La Paloma Generating Company, LLC (for the La Paloma facility) and LSP Energy
Limited Partnership (for the Batesville facility).
Risk
Factors (See page 36)
In
evaluating each of the proposals set forth in this proxy statement, you should
carefully read this proxy statement and consider the factors discussed in the
section entitled “Risk Factors.”
The
following selected historical financial data as of March 31, 2008 was derived
from the unaudited financial statements of GSCAC for the period from October 26,
2006 (date of inception) to March 31, 2008. The selected financial data below
should be read in conjunction with GSCAC’s financial statements and related
notes beginning on page F-3 and “GSCAC - Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included in this proxy
statement.
Statement
of Operations Data:
|
|
|
|
|
Dividend
income
|
|
$ |
5,545,013 |
|
|
Expenses
|
|
|
(735,463 |
) |
|
Net
income before income taxes
|
|
|
4,809,550 |
|
|
Provision
for income taxes
|
|
|
(1,986,631 |
) |
|
Net
income
|
|
|
2,822,919 |
|
|
Net
income per share (diluted)
|
|
|
0.13 |
|
|
Weighted
average shares outstanding (diluted)
|
|
|
21,135,886 |
|
|
|
|
|
|
|
Working
capital (excludes cash held in trust account)
|
|
$ |
298,131 |
|
|
Total
assets
|
|
|
205,009,761 |
|
|
Total
liabilities
|
|
|
6,698,837 |
|
|
Common
stock, subject to possible conversion
|
|
|
40,955,151 |
|
|
Stockholders’
equity
|
|
|
157,355,773 |
|
The
following table shows selected historical financial data of Complete Energy for
the periods and as of the dates presented. The selected financial
data as of and for the years ended December 31, 2005, 2006 and 2007 are derived
from the audited financial statements of Complete Energy beginning on page
F-25. The selected historical financial data as of December 31, 2004
and for the period from January 29, 2004 (inception) to December 31, 2004, are
derived from the unaudited financial statements of Complete
Energy. Complete Energy did not have operations prior to January 29,
2004. The selected historical financial data for the three months
ended March 31, 2007 and 2008 are derived from the unaudited financial
statements of Complete Energy beginning on page F-66. This
information should be read in conjunction with the financial statements and the
notes thereto and the section of this proxy statement entitled “Complete Energy
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” These selected historical financial results may not be
indicative of Complete Energy’s future financial or operating
results.
|
|
|
Period
from
January 29 to
December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
REVENUES
|
|
$ |
2,068 |
|
|
$ |
98,257 |
|
|
$ |
212,477 |
|
|
$ |
260,457 |
|
|
$ |
59,151 |
|
|
$ |
62,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel and purchased energy
expense
|
|
|
- |
|
|
|
56,606 |
|
|
|
118,744 |
|
|
|
137,517 |
|
|
|
35,006 |
|
|
|
31,188 |
|
Operating and
maintenance
|
|
|
1,878 |
|
|
|
24,468 |
|
|
|
54,073 |
|
|
|
80,029 |
|
|
|
12,327 |
|
|
|
30,932 |
|
Administrative and
general
|
|
|
162 |
|
|
|
1,935 |
|
|
|
3,023 |
|
|
|
2,755 |
|
|
|
656 |
|
|
|
887 |
|
Depreciation and
amortization
|
|
|
1 |
|
|
|
4,986 |
|
|
|
13,568 |
|
|
|
26,606 |
|
|
|
4,551 |
|
|
|
8,662 |
|
TOTAL OPERATING COSTS AND
EXPENSES
|
|
|
2,041 |
|
|
|
87,995 |
|
|
|
189,408 |
|
|
|
246,907 |
|
|
|
52,540 |
|
|
|
71,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) FROM OPERATIONS
|
|
|
27 |
|
|
|
10,262 |
|
|
|
23,069 |
|
|
|
13,550 |
|
|
|
6,612 |
|
|
|
(9,609 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
304 |
|
|
|
1,728 |
|
|
|
3,314 |
|
|
|
472 |
|
|
|
586 |
|
|
|
|
|
- |
|
|
|
(21,061 |
) |
|
|
(52,927 |
) |
|
|
(81,562 |
) |
|
|
(13,658 |
) |
|
|
(24,517 |
) |
|
|
|
|
2,027 |
|
|
|
(58 |
) |
|
|
220 |
|
|
|
36,747 |
|
|
|
24 |
|
|
|
(310 |
) |
|
|
|
|
2,027 |
|
|
|
(20,815 |
) |
|
|
(50,979 |
) |
|
|
(41,501 |
) |
|
|
(13,162 |
) |
|
|
(24,241 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
BEFORE MINORITY INTEREST
|
|
|
2,054 |
|
|
|
(10,553 |
) |
|
|
(27,910 |
) |
|
|
(27,951 |
) |
|
|
(6,551 |
) |
|
|
(33,850 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
ATTRIBUTABLE TO MINORITY INTEREST
|
|
|
255 |
|
|
|
(814 |
) |
|
|
(2,065 |
) |
|
|
(5,120 |
) |
|
|
(635 |
) |
|
|
(7,668 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$ |
1,799 |
|
|
$ |
(9,739 |
) |
|
$ |
(25,845 |
) |
|
$ |
(22,831 |
) |
|
$ |
(5,916 |
) |
|
$ |
(26,182 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities
|
|
$ |
875 |
|
|
$ |
(16,320 |
) |
|
$ |
9,377 |
|
|
$ |
(15 |
) |
|
$ |
679 |
|
|
$ |
(12,163 |
) |
|
Net
cash provided by (used in) investing activities
|
|
|
(15 |
) |
|
|
(514,562 |
) |
|
|
3,962 |
|
|
|
(87,856 |
) |
|
|
(58,357 |
) |
|
|
22,529 |
|
|
Net
cash provided by (used in) financing activities
|
|
|
(249 |
) |
|
|
536,957 |
|
|
|
(6,689 |
) |
|
|
89,557 |
|
|
|
61,854 |
|
|
|
(9,663 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property,
plant and equipment, net
|
|
$ |
15 |
|
|
$ |
586,056 |
|
|
$ |
568,976 |
|
|
$ |
819,145 |
|
|
$ |
842,682 |
|
|
$ |
811,902 |
|
|
Total
Assets
|
|
|
2,134 |
|
|
|
671,674 |
|
|
|
641,486 |
|
|
|
1,019,690 |
|
|
|
1,003,997 |
|
|
|
986,502 |
|
|
Current
liabilities, including current portion of long-term debt
|
|
|
350 |
|
|
|
47,175 |
|
|
|
60,390 |
|
|
|
212,859 |
|
|
|
79,508 |
|
|
|
224,451 |
|
|
Long-term
debt, net of current maturities
|
|
|
- |
|
|
|
538,209 |
|
|
|
529,328 |
|
|
|
779,402 |
|
|
|
853,581 |
|
|
|
772,215 |
|
|
Total
Liabilities
|
|
|
330 |
|
|
|
598,736 |
|
|
|
600,171 |
|
|
|
1,031,329 |
|
|
|
470,222 |
|
|
|
1,039,836 |
|
|
Minority
Interest
|
|
|
255 |
|
|
|
80,556 |
|
|
|
75,921 |
|
|
|
68,430 |
|
|
|
92,670 |
|
|
|
57,625 |
|
|
Members’
Equity (Deficit)
|
|
|
1,549 |
|
|
|
(7,618 |
) |
|
|
(34,606 |
) |
|
|
(80,069 |
) |
|
|
(58,895 |
) |
|
|
(110,959 |
) |
The
following unaudited pro forma condensed combined balance sheet combines the
historical balance sheets of Complete Energy and GSCAC as of March 31, 2008,
giving effect to the acquisition of Complete Energy as if the acquisition had
been consummated on March 31, 2008. The following unaudited pro forma
condensed combined statements of operations combines the historical statements
of operations of Complete Energy and the historical statements of operations of
GSCAC for the three months ended March 31, 2008 and the year ended December 31,
2007, giving effect to the merger as if it had occurred on January 1,
2007. We are providing the following information to aid you in your
analysis of the financial aspects of the merger. We derived this
information for the year ended December 31, 2007 from the audited financial
statements of Complete Energy and the audited financial statements of GSCAC for
that period and as of and for the three months ended March 31, 2008 from the
unaudited financial statements of Complete Energy and the unaudited financial
statements of GSCAC for that period. This information should be read
together with the respective GSCAC and Complete Energy financial statements and
related notes included in this proxy statement.
The
historical financial information has been adjusted to give effect to events that
are directly attributable to the merger, factually supportable and expected to
have a continuing impact on the combined results. The unaudited pro
forma condensed combined financial statements were prepared using the purchase
method of accounting, with Complete Energy as the acquiring
company.
The
unaudited pro forma condensed combined information is for illustrative purposes
only. The pro forma combined financial information may not be
indicative of the historical results that would have been achieved had the
companies always been combined or the future results that the combined company
will experience, nor do they purport to project the future financial position or
operating results of the combined company.
The
following information should be read in conjunction with the pro forma condensed
combined financial information:
|
|
·
|
The
accompanying notes to the unaudited pro forma condensed combined financial
statements;
|
|
|
·
|
Historical
financial statements of GSCAC for the year ended December 31, 2007,
included elsewhere in this proxy statement;
and
|
|
|
·
|
Separate
historical financial statements of Complete Energy for the year ended
December 31, 2007, included elsewhere in this proxy
statement.
|
The
unaudited pro forma condensed combined financial information has been prepared
assuming two different levels of conversion to cash by the GSCAC stockholders,
as follows:
|
|
·
|
Assuming
Maximum Share Conversion: This presentation assumes that 19.99%
of the GSCAC stockholders exercise their conversion rights;
and
|
|
|
·
|
Assuming
No Share Conversion: This presentation assumes that no GSCAC
stockholders exercise their conversion
rights.
|
The
following unaudited pro forma condensed combined financial statements give no
effect to any acceptance of our offers to exchange minority interests in
Complete Energy subsidiaries for Class B shares and Class B units in Holdco Sub
by the LP Minority Holders or Fulcrum. Any such exchange would reduce
minority interest, increase the aggregate par value for the Class B shares and
increase the additional paid-in capital line items on the pro forma balance
sheet. Please see “Offers to LP Minority Holders and
Fulcrum.”
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
Assuming
Maximum Share Conversion
(Amounts
in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
15,725 |
|
|
$ |
735 |
|
|
$ |
20,393 |
|
|
$ |
36,853 |
|
|
|
|
|
66,615 |
|
|
|
- |
|
|
|
(19,671 |
) |
|
|
46,944 |
|
Cash and cash equivalents held
in trust
|
|
|
- |
|
|
|
204,200 |
|
|
|
(204,200 |
) |
|
|
- |
|
|
|
|
|
21,877 |
|
|
|
2 |
|
|
|
- |
|
|
|
21,879 |
|
|
|
|
|
12,761 |
|
|
|
- |
|
|
|
- |
|
|
|
12,761 |
|
Prepaid expenses and other
current assets
|
|
|
8,538 |
|
|
|
50 |
|
|
|
- |
|
|
|
8,588 |
|
|
|
|
|
- |
|
|
|
23 |
|
|
|
- |
|
|
|
23 |
|
|
|
|
|
125,516 |
|
|
|
205,010 |
|
|
|
(203,478 |
) |
|
|
127,048 |
|
|
DEFERRED
FINANCING COSTS, NET
|
|
|
14,159 |
|
|
|
- |
|
|
|
(5,597 |
) |
|
|
8,562 |
|
|
PROPERTY,
PLANT AND EQUIPMENT, NET
|
|
|
811,902 |
|
|
|
- |
|
|
|
- |
|
|
|
811,902 |
|
|
|
|
|
31,163 |
|
|
|
- |
|
|
|
- |
|
|
|
31,163 |
|
|
OTHER
ASSETS
|
|
|
3,762 |
|
|
|
- |
|
|
|
(269 |
) |
|
|
3,493 |
|
|
TOTAL
ASSETS
|
|
$ |
986,502 |
|
|
$ |
205,010 |
|
|
$ |
(209,344 |
) |
|
$ |
982,168 |
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
24,688 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
24,688 |
|
|
|
|
|
13,572 |
|
|
|
36 |
|
|
|
- |
|
|
|
13,608 |
|
|
|
|
|
22,729 |
|
|
|
- |
|
|
|
(18,495 |
) |
|
|
4,234 |
|
Current portion of long-term
debt
|
|
|
135,385 |
|
|
|
- |
|
|
|
(119,685 |
) |
|
|
15,700 |
|
|
|
|
|
22,600 |
|
|
|
- |
|
|
|
- |
|
|
|
22,600 |
|
Price risk management
liability
|
|
|
5,477 |
|
|
|
- |
|
|
|
- |
|
|
|
5,477 |
|
|
|
|
|
- |
|
|
|
366 |
|
|
|
- |
|
|
|
366 |
|
|
|
|
|
- |
|
|
|
87 |
|
|
|
- |
|
|
|
87 |
|
Deferred underwriting
fees
|
|
|
- |
|
|
|
6,210 |
|
|
|
(6,210 |
) |
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
TOTAL CURRENT
LIABILITIES
|
|
|
224,451 |
|
|
|
6,699 |
|
|
|
(144,390 |
) |
|
|
86,760 |
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, net of current
portion
|
|
|
772,215 |
|
|
|
- |
|
|
|
(79,810 |
) |
|
|
692,405 |
|
|
|
|
|
6,231 |
|
|
|
- |
|
|
|
(6,231 |
) |
|
|
- |
|
|
|
|
|
7,415 |
|
|
|
- |
|
|
|
- |
|
|
|
7,415 |
|
Asset Retirement
obligation
|
|
|
1,153 |
|
|
|
- |
|
|
|
- |
|
|
|
1,153 |
|
|
|
|
|
9,129 |
|
|
|
- |
|
|
|
- |
|
|
|
9,129 |
|
|
|
|
|
1,498 |
|
|
|
- |
|
|
|
- |
|
|
|
1,498 |
|
|
|
|
|
17,744 |
|
|
|
- |
|
|
|
- |
|
|
|
17,744 |
|
|
|
|
|
1,039,836 |
|
|
|
6,699 |
|
|
|
(230,431 |
) |
|
|
816,104 |
|
|
COMMON
STOCK SUBJECT TO POSSIBLE CONVERSION
|
|
|
- |
|
|
|
40,339 |
|
|
|
(40,339 |
) |
|
|
- |
|
|
MINORITY
INTEREST
|
|
|
57,625 |
|
|
|
|
|
|
|
- |
|
|
|
57,625 |
|
|
DIVIDEND
INCOME ATTRIBUTABLE TO COMMON STOCK SUBJECT TO POSSIBLE
CONVERSION
|
|
|
- |
|
|
|
616 |
|
|
|
(616 |
) |
|
|
- |
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
- |
|
|
|
25 |
|
|
|
19 |
|
|
|
44 |
|
|
Class B Shares
|
|
|
- |
|
|
|
- |
|
|
|
7 |
|
|
|
7 |
|
|
Members’ Deficit
|
|
|
(20,426 |
) |
|
|
- |
|
|
|
20,426 |
|
|
|
- |
|
|
Additional paid-in capital
|
|
|
- |
|
|
|
155,124 |
|
|
|
183,866 |
|
|
|
338,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
|
(7,735 |
) |
|
|
- |
|
|
|
- |
|
|
|
(7,735 |
) |
|
|
|
|
(82,798 |
) |
|
|
2,207 |
|
|
|
(142,276 |
) |
|
|
(222,867 |
) |
Stockholders’ Equity
(Deficit)
|
|
|
(110,959 |
) |
|
|
157,356 |
|
|
|
62,042 |
|
|
|
108,439 |
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$ |
986,502 |
|
|
$ |
205,010 |
|
|
$ |
(209,344 |
) |
|
$ |
982,168 |
|
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
Assuming
No Share Conversion
(Amounts
in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
15,725 |
|
|
$ |
735 |
|
|
$ |
21,596 |
|
|
$ |
38,056 |
|
|
|
|
|
66,615 |
|
|
|
- |
|
|
|
(19,671 |
) |
|
|
46,944 |
|
Cash and cash equivalents held
in trust
|
|
|
- |
|
|
|
204,200 |
|
|
|
(204,200 |
) |
|
|
- |
|
|
|
|
|
21,877 |
|
|
|
2 |
|
|
|
- |
|
|
|
21,879 |
|
|
|
|
|
12,761 |
|
|
|
- |
|
|
|
- |
|
|
|
12,761 |
|
Prepaid expenses and other
current assets
|
|
|
8,538 |
|
|
|
50 |
|
|
|
- |
|
|
|
8,588 |
|
|
|
|
|
- |
|
|
|
23 |
|
|
|
- |
|
|
|
23 |
|
|
|
|
|
125,516 |
|
|
|
205,010 |
|
|
|
(202,275 |
) |
|
|
128,251 |
|
|
DEFERRED
FINANCING COSTS, NET
|
|
|
14,159 |
|
|
|
- |
|
|
|
(5,597 |
) |
|
|
8,562 |
|
|
PROPERTY,
PLANT AND EQUIPMENT, NET
|
|
|
811,902 |
|
|
|
- |
|
|
|
- |
|
|
|
811,902 |
|
|
|
|
|
31,163 |
|
|
|
- |
|
|
|
- |
|
|
|
31,163 |
|
|
OTHER
ASSETS
|
|
|
3,762 |
|
|
|
- |
|
|
|
(269 |
) |
|
|
3,493 |
|
|
TOTAL
ASSETS
|
|
$ |
986,502 |
|
|
$ |
205,010 |
|
|
$ |
(208,141 |
) |
|
$ |
983,371 |
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
24,688 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
24,688 |
|
|
|
|
|
13,572 |
|
|
|
36 |
|
|
|
- |
|
|
|
13,608 |
|
|
|
|
|
22,729 |
|
|
|
- |
|
|
|
(18,495 |
) |
|
|
4,234 |
|
Current portion of long-term
debt
|
|
|
135,385 |
|
|
|
- |
|
|
|
(119,685 |
) |
|
|
15,700 |
|
|
|
|
|
22,600 |
|
|
|
- |
|
|
|
- |
|
|
|
22,600 |
|
Price risk management
liability
|
|
|
5,477 |
|
|
|
- |
|
|
|
- |
|
|
|
5,477 |
|
|
|
|
|
- |
|
|
|
366 |
|
|
|
- |
|
|
|
366 |
|
|
|
|
|
- |
|
|
|
87 |
|
|
|
- |
|
|
|
87 |
|
Deferred underwriting
fees
|
|
|
- |
|
|
|
6,210 |
|
|
|
(6,210 |
) |
|
|
- |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
TOTAL CURRENT
LIABILITIES
|
|
|
224,451 |
|
|
|
6,699 |
|
|
|
(144,390 |
) |
|
|
86,760 |
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, net of current
portion
|
|
|
772,215 |
|
|
|
- |
|
|
|
(79,810 |
) |
|
|
692,405 |
|
|
|
|
|
6,231 |
|
|
|
- |
|
|
|
(6,231 |
) |
|
|
- |
|
|
|
|
|
7,415 |
|
|
|
- |
|
|
|
- |
|
|
|
7,415 |
|
Asset Retirement
obligation
|
|
|
1,153 |
|
|
|
- |
|
|
|
- |
|
|
|
1,153 |
|
|
|
|
|
9,129 |
|
|
|
- |
|
|
|
- |
|
|
|
9,129 |
|
|
|
|
|
1,498 |
|
|
|
- |
|
|
|
- |
|
|
|
1,498 |
|
|
|
|
|
17,744 |
|
|
|
- |
|
|
|
- |
|
|
|
17,744 |
|
|
|
|
|
1,039,836 |
|
|
|
6,699 |
|
|
|
(230,431 |
) |
|
|
816,104 |
|
|
COMMON
STOCK SUBJECT TO POSSIBLE CONVERSION
|
|
|
- |
|
|
|
40,339 |
|
|
|
(40,339 |
) |
|
|
- |
|
|
MINORITY
INTEREST
|
|
|
57,625 |
|
|
|
- |
|
|
|
- |
|
|
|
57,625 |
|
|
DIVIDEND
INCOME ATTRIBUTABLE TO COMMON STOCK SUBJECT TO POSSIBLE
CONVERSION
|
|
|
- |
|
|
|
616 |
|
|
|
(616 |
) |
|
|
- |
|
|
STOCKHOLDERS’
EQUITY
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
25 |
|
|
|
17 |
|
|
|
42 |
|
|
Class B Shares
|
|
|
- |
|
|
|
- |
|
|
|
7 |
|
|
|
7 |
|
|
Members’ Deficit
|
|
|
(20,426 |
) |
|
|
- |
|
|
|
20,426 |
|
|
|
- |
|
Additional paid-in
capital
|
|
|
- |
|
|
|
155,124 |
|
|
|
166,071 |
|
|
|
321,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
|
(7,735 |
) |
|
|
- |
|
|
|
- |
|
|
|
(7,735 |
) |
|
|
|
|
(82,798 |
) |
|
|
2,207 |
|
|
|
(123,276 |
) |
|
|
(203,867 |
) |
Stockholders’ Equity
(Deficit)
|
|
|
(110,959 |
) |
|
|
157,356 |
|
|
|
63,245 |
|
|
|
109,642 |
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$ |
986,502 |
|
|
$ |
205,010 |
|
|
$ |
(208,141 |
) |
|
$ |
983,371 |
|
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Assuming
Maximum Share Conversion
(Amounts
in Thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
REVENUES
|
|
$ |
62,060 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
62,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel and purchased energy
expense
|
|
|
31,188 |
|
|
|
- |
|
|
|
- |
|
|
|
31,188 |
|
Operating and
maintenance
|
|
|
30,932 |
|
|
|
- |
|
|
|
- |
|
|
|
30,932 |
|
Administrative and
general
|
|
|
887 |
|
|
|
203 |
|
|
|
- |
|
|
|
1,090 |
|
Depreciation and
amortization
|
|
|
8,662 |
|
|
|
- |
|
|
|
- |
|
|
|
8,662 |
|
Total
Operating Costs and Expenses
|
|
|
71,669 |
|
|
|
203 |
|
|
|
- |
|
|
|
71,872 |
|
|
LOSS
FROM OPERATIONS
|
|
|
(9,609 |
) |
|
|
(203 |
) |
|
|
- |
|
|
|
(9,812 |
) |
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
1,357 |
|
|
|
(1,357 |
) |
|
|
- |
|
|
|
|
|
586 |
|
|
|
- |
|
|
|
- |
|
|
|
586 |
|
|
|
|
|
(24,517 |
) |
|
|
- |
|
|
|
9,776 |
|
|
|
(14,741 |
) |
|
Transaction
expense
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Other
income
|
|
|
(310 |
) |
|
|
- |
|
|
|
- |
|
|
|
(310 |
) |
|
|
|
|
(24,421 |
) |
|
|
1,357 |
|
|
|
8,419 |
|
|
|
(14,465 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
(LOSS) BEFORE MINORITY INTEREST
|
|
|
(33,850 |
) |
|
|
1,154 |
|
|
|
8,419 |
|
|
|
(24,277 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
