September 21, 2006
By facsimile to (212) 839-5599 and U.S. Mail
Mr. Nathan D. Leight
Chairman
Aldabra Acquisition Corporation
Great Lakes Dredge & Dock Holdings Corp.
c/o Terrapin Partners LLC
540 Madison Avenue, 17th Floor
New York, NY 10022
Re: Aldabra Acquisition Corporation
Great Lakes Dredge & Dock Holdings Corp.
Registration Statement on Form S-4
Filed August 24, 2006
File No. 333-136861
Current Report on Form 8-K
Filed June 21, 2006
File No. 0-51150
Dear Mr. Leight:
We limited our review of the filings to those issues that we
have addressed in our comments. Where indicated, we think that
you
should revise the documents in response to the comments. If you
disagree, we will consider your explanation why a comment is
inapplicable or a revision is unnecessary. Be as detailed as
necessary in your explanation. To understand better your
disclosure,
we may ask you in some comments to provide us supplemental
information. We may raise additional comments after reviewing
this
information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
General
1. It appears that the actual exchange ratio will not be known
when
the Aldabra stockholders vote since the exchange ratio will be
based
on the average closing price of Aldabra common stock for the 10
trading days ending three trading days before the Great Lakes
merger`s closing and the amounts of working capital and
indebtedness
adjustments as of the end of the day before the Great Lakes
merger`s
closing. Expand the disclosure to include a range of shares of
Aldabra common stock that may be issued in the Great Lakes merger
based on trading prices and working capital and indebtedness
adjustments as of a recent date that you select. Further, make
clear
that the actual number of shares Aldabra issues may differ from
the
example since the exact number of shares to be issued in the Great
Lakes merger transaction is indeterminable at this time.
2. Disclose the anticipated time delay between the shareholder
vote
and the determination of the exchange ratio.
Letter to Shareholders
3. Revise the discussion of the technical use of merger
subsidiaries
to state clearly that:
* Aldabra will acquire the parent of Great Lakes Dredge &
Corporation
or Great Lakes.
* Aldabra will be renamed Great Lakes upon completion of the
merger
transactions.
Similarly, revise the notice of special meeting of stockholders
and
the prospectus` outside front cover page.
Prospectus` Outside Front Cover Page
4. Limit the prospectus` outside front cover page to one page.
See
Item 501(b) of Regulation S-K.
Questions and Answers about the Transactions, page 1
5. You repeat information about the special meeting and the merger
transactions in the summary section and the questions and answers
or
Q&A section. The Q&A should not repeat information that appears
in
the summary and vice versa. For purposes of eliminating
redundancies
and grouping together like information, view the summary and Q&A
as
one section. For example, discuss procedural questions such as
voting and appraisal procedures specific to the merger
transactions
in the Q&A, and place disclosure of the substantive aspects of the
merger transactions in the summary.
6. In the table on page 2, include the trading prices at which the
maximum number of shares would be issued.
7. Disclosure at the top of page 3 states that all Aldabra
insiders
who have purchased IPO shares intend to vote all those shares in
favor of the Great Lakes merger and the holding company merger.
Quantify the number of IPO shares and the percentage of
outstanding
shares of common stock that they represent that Aldabra insiders
have
agreed to vote in favor of the mergers.
8. The second and third Q&As on page 4 discuss conversion rights
of
Aldabra`s stockholders. Highlight in the document`s front or
forepart that Aldabra stockholders should verify the market price
of
Aldabra common stock before exercising conversion rights because
they
may receive higher proceeds from the sale of their common stock in
the public market than from exercising their conversion rights if
the
market price per share is higher than the conversion price. We
note
the disclosure on page 43.
Summary, page 9
9. A summary term sheet beginning on the first or second page of
the
disclosure document provided to stockholders is required by Item
1001
of Regulation M-A. See Item 14(b)(1) of Schedule 14A and
instruction
2 to Item 1001 of Regulation M-A. If you intend for the summary
section to serve as the summary term sheet, move it forward to
begin
on the first or second page of the disclosure document.
10. Include a subsection in the summary term sheet section on the
projected financial information that Great Lakes` management
provided
Aldabra and its financial advisors. Provide us two copies of the
projected financial information. We note the disclosures on pages
52-53.
11. Balance the disclosure in this section with a brief
description
of the risks of engaging in the transaction. Include more
detailed
disclosure in the subsection discussing the board`s reasons for
recommending the merger.
12. Disclose and explain the proposed accounting for the merger in
the registration statement`s front or forepart.
Conditions to the Great Lakes Merger, page 18
13. We note that conditions to the Great Lakes merger include
receipt
by Aldabra and Great Lakes of favorable tax opinions. Further, we
note that section 5D of Article 5 in the merger agreement filed as
exhibit A stipulates that any condition for a party`s benefit may
be
waived by that party. Aldabra must:
* File the executed tax opinions before the registration
statement`s
effectiveness even though the merger transactions are conditioned
upon receipt of the favorable tax opinions at closing.
* Undertake to recirculate and resolicit if the conditions for the
two favorable tax opinions are waived and the change in tax
consequences is material.
Allow us sufficient time to review the two executed tax opinions
before requesting acceleration of the registration statement`s
effectiveness.
14. We note that the conditions to the Great Lakes merger include
receipt by Great Lakes of an opinion of maritime counsel. Advise
what consideration you have given to filing the opinion of
maritime
counsel as an exhibit to the registration statement.
Interests of Great Lakes` and Aldabra`s Directors and Executive
Officers in the Merger, page 21
15. For any interests of directors and executive officers in the
merger that are different from or in addition to those of other
shareholders` interests, not only describe but also quantify here
all
the interests for each person individually, including shares to be
exchanged for shares of Great Lakes Holdings common stock, cash
received in lieu of any fractional share of common stock, cash
payments under any employment, retention, severance, or
directorship
agreements, and any outstanding warrants. Consider presenting
this
information in bullet points or tabular format so that it is
easier
for stockholders to read and understand.
16. Disclosure states that Messrs. Nathan D. Leight and Jason G.
Weiss or family trusts affiliated with them intend to purchase a
material number of securities of Aldabra in the open market in the
time period between the registration statement`s filing and the
mailing of the proxy statement/prospectus to Aldabra stockholders.
Discuss the applicability or inapplicability of Regulation M to
this
statement, including whether the disclosure of this intention may
constitute a restricted bid period. As appropriate, continue to
update the disclosure to disclose the number of securities
purchased.
Further, make clear in the document`s front or forepart that
Messrs.
Leight and Weiss will be entitled to vote any shares acquired by
them
after the IPO as they see fit. We note the disclosure on page 44.
Certain U.S. Federal Income Tax Consequences of the Great Lakes
Merger and the Holding Company Merger, page 23
17. Delete from the caption here and on page 81 the word
"Certain"
because the word "Certain" may imply that you have not disclosed
all
material U.S. federal income tax consequences and that
stockholders
cannot rely on the disclosure.
18. We note the "Assuming that" language in the second paragraph
here
and on page 82. Revise to remove any uncertainty about the
transactions` tax treatment to stockholders.
Risk Factors, page 25
19. The first paragraph states that "These are not the only risks
facing Great Lakes. Other risks not currently known or that we
believe are now immaterial may also impair Great Lakes` business."
Since you must disclose all risks that you believe are material,
delete this language.
20. Include in each risk factor`s discussion information necessary
to
assess the risk, including its magnitude. For example:
* The first risk factor states that approximately 79% of Great
Lakes`
dredging revenues for the year ended December 31, 2005 was
attributable to contracts with federal agencies or with companies
operating under contracts with federal agencies. State the
percentage and dollar amount of those revenues during the periods
presented in the financial statements.
* The fourth risk factor states that approximately 16% of Great
Lakes` dredging revenues over the three years ended December 31,
2005
was from operations conducted abroad. State the percentage and
dollar amount of those revenues during the periods presented in
the
financial statements.
* The fifth risk factor states that a majority of Great Lakes`
dredging backlog relates to government contracts. State the
percentage and dollar amount of that backlog during the periods
presented in the financial statements.
* The tenth risk factor states that capital expenditures and other
costs necessary to operate and maintain Great Lakes` vessels tend
to
increase with the age of the vessel and that market conditions in
the
future may not justify these expenditures or enable Great Lakes to
operate its older vessels profitably during the reminder of their
economic lives. Specify the age of Great Lakes` vessels, and
indicate the extent of their economic lives.
* The thirteenth risk factor states that "NASDI" benefits from key
relationships with general and construction contractors in the
Boston
market. Explain that "NASDI" is North American Site Developers,
Inc.
Explain also its relationship to Great Lakes. We note the
disclosures on pages 99, 112, and F-39.
* The fifteenth risk factor states that Great Lakes may not have
employment agreements with some of its key management and
technical
personnel after the merger. Identify the key management with whom
Great Lakes may not have employment agreements after the merger.
We
note the disclosure on page 16 that all Great Lakes` management
team
members are stockholders and the disclosures on pages 149-151 and
156-157.
* The twenty-first risk factor states that an investor rights
agreement to be entered into as a condition for the completion of
the
Great Lakes merger will provide registration rights. Quantify the
number of shares covered by the investor rights agreement. We
understand that the exact number of shares to be issued in the
Great
Lakes merger is not determinable at this time. We note, however,
the
disclosures on page 160 and elsewhere.
Comparative Per Share Information, page 38
21. Please provide historical per share data for Great Lakes and
equivalent pro forma per share data for Aldabra as required by
Item
3(f) of Form S-4.
The Merger, page 45
22. In the last paragraph on page 45, clarify the relationship
between Mr. Jason G. Weiss and Madison Dearborn and whether any
previous contacts were made between the parties.
23. In the first full paragraph on page 46, specify the capacity
in
which Mr. Nathan D. Leight participated in the review of Great
Lakes
Dredge & Dock Corporation`s public filings with the Commission.
24. In the fourth full paragraph on page 46, disclosure states
that
under the terms of the agreement Great Lakes` stockholders would
receive shares of Aldabra common stock equal to the greater of
27,733,000 shares or $160 million divided by the average trading
price of Aldabra shares over the 10 day period ending three
trading
days before the merger`s effective date, subject to a working
capital
adjustment and an adjustment based on Great Lakes` actual debt at
closing. Clarify whether those terms of the merger consideration
differ from the terms of the merger consideration contained in the
executed merger agreement. If those terms of the merger
consideration differ from the terms of the merger consideration
contained in the executed merger agreement, identify and discuss
the
material differences.
25. In the fifth full paragraph on page 46, identify the
representatives of Aldabra and the Great Lakes management team
that
met on May 18, 2006 in Oak Brook, Illinois.
26. In the first full paragraph on page 47, identify management
who
reviewed the proposed transaction`s status for Aldabra`s board of
directors on June 12, 2006.
Fairness Opinion, page 53
27. Summarize any written or oral presentation by BearingPoint
Capital LLC or BearingPoint Capital to Aldabra`s board of
directors
or the special committee. We note disclosure on page 47 that
BearingPoint Capital:
* Reviewed the proposed transaction`s status for Aldabra`s board
of
directors on June 12, 2006.
* Delivered on June 12, 2006 to Aldabra`s board of directors its
oral
opinion, subsequently confirmed in writing, on the Great Lakes
merger`s fairness to Aldabra`s stockholders.
28. Provide us two copies of any outlines, summaries, reports, or
board books prepared and furnished by BearingPoint Capital to
Aldabra`s board of directors.
29. Disclosure in the second full paragraph on page 55 states that
the summary of BearingPoint Capital`s analyses is not a complete
description of the analyses underlying BearingPoint Capital`s
opinion. Clarify that the summary includes a complete description
of
the material analyses underlying BearingPoint Capital`s opinion.
Valuation Overview, page 56
30. Disclosure states that if Great Lakes` "total debt" is above
or
below $253 million at the Great Lakes merger`s closing, the amount
of
Aldabra equity issued will be adjusted. Disclosure in the letter
to
Aldabra stockholders and elsewhere states that if Great Lakes`
"net
indebtedness" is greater or less than $250 million at the Great
Lakes
merger`s closing, the amount of Aldabra equity issued will be
adjusted. Explain the distinction between total debt and net
indebtedness, and indicate how you will derive Great Lakes` net
indebtedness from Great Lakes` total indebtedness.
31. The statements that the proposed merger consideration of
approximately $160 million was "at the low end" of the indicated
equity value range and that the enterprise value of $410 million
implied by the proposed merger consideration was "at the low end"
of
the indicated enterprise value range for Great Lakes are
imprecise.
Rather, they were "below" the indicated ranges. Please revise.
Comparable Company Analysis, page 57
32. Confirm, if true, that no companies or transactions were
identified that met the selection criteria for the comparable
companies analysis or the comparable transactions analysis were
excluded from these analyses.
33. Absent additional disclosure, it is unclear how BearingPoint
Capital applied the analyses presented in the tables on page 58 to
obtain the valuation ranges for the comparable company analysis
presented in the table on page 56. Please revise.
Comparable Transactions Analysis, page 59
34. Absent additional disclosure, it is unclear how BearingPoint
Capital applied the analyses presented in the tables on page 60 to
obtain the valuation ranges for the transactions analysis
presented
in the table on page 56. Please revise.
80% Test, page 60
35. Absent additional disclosure, it is unclear what estimated
amount
of Aldabra`s net assets and what Great Lakes` indicated range of
fair
market value were used by BearingPoint Capital for purposes of the
80% test. Please revise.
BearingPoint Capital Opinion, page 60
36. Disclose whether the financial advisor will be paid any fee
upon
completion of the transaction.
Interests of Certain Persons in the Merger, page 61
37. Include the value of the holdings of the Aldabra directors and
officers upon completion of the transaction based on the high and
low
ends of the value range.
Common Stock, page 84
38. Clarify whether common stockholders have cumulative voting
rights.
Comparison of Stockholders Rights, page 91
39. Remove the statement in this section`s first paragraph that
the
summary is qualified by reference to the DGCL and the governing
corporate documents of Aldabra and Great Lakes Holdings. You may
not
qualify information in the prospectus by reference to information
outside the prospectus unless incorporation by reference or a
summary
of a document filed as an exhibit is required by the form. See
Rule
411(a) of Regulation C under the Securities Act.
Employees, page 108
40. Continue to update the disclosure on negotiations for
contracts
expiring in September 2006. State the expiration dates of the
three
other primary contracts.
Properties, page 110
41. State the term of NASDI`s lease for its primary office
facility.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 112
42. For any credit facility or other financial instrument that
requires Great Lakes or a subsidiary to satisfy specified
financial
ratios and tests, state what the limits of all material financial
ratios and tests are, and quantify what the company`s ratios are
as
of the most recent date practicable. We note the disclosures in
the
ninth risk factor on pages 27-28 and elsewhere.
Market Outlook, page 124
43. As appropriate, continue to update the disclosure of the Water
Resources Development Act legislation in the third full paragraph
on
page 125.
Liquidity and Capital Resources, Prospective, page 127
44. Generally, liquidity should be discussed on both a long term
and
a short term basis. See instruction 5 to Item 303(a) of
Regulation
S-K, and revise.
Beneficial Ownership, page 136
45. For beneficial owners such as Sapling, LLC and Fir Tree
Recovery
Master Fund, L.P. that are not natural persons, identify by
footnote
or otherwise the natural person or persons having sole or shared
voting and investment control over the securities held by the
beneficial owners. We note the disclosure in footnote (4) for
Amaranth LLC.
Unaudited Pro Forma Condensed Consolidated Balance Sheet and
Statements of Operations, page 138
46. Please revise your pro forma statements of operations to
include
Great Lakes` historical earnings per share and weighted average
number of shares, as adjusted for the merger. Since it appears to
us
that the current registration statement is essentially Great
Lakes`
initial equity offering, historical per share disclosures are also
required in selected historical financial information and the
historical financial statements. Additionally, it appears that
the
Great Lakes historical columns in the pro forma financial
statements
should reflect the redeemable preferred stock dividends that were
recorded during the periods presented along with appropriate pro
forma adjustments.
47. Please explain the nature of the deferred trust income
liability
recorded by Aldabra, including the circumstances under which this
liability would be required to be paid. It is not clear to us why
the payment of this liability is not reflected as a reduction of
cash
in note (a) under the minimum approval column. Please clarify or
revise.
48. Please explain the specific nature of the expenses recorded by
Aldabra during the periods presented. Please clarify how you
determined that none of these expenses will carryover to Great
Lakes.
49. We note that Aldabra issued warrants in connection with an
IPO.
Please summarize the material terms of the warrants. Please
provide
us an analysis of how Aldabra determined that the warrants are
appropriately included in equity at each balance sheet date based
on
the provisions of EITF 00-19.
50. We note that Great Lakes disclosed and discussed certain
contingencies in the notes to its historical financial statements,
including contingencies related to personal injury lawsuits and
Hurricane Katrina. To the extent that you believe it is
reasonably
possible that a contingency could have a material impact on your
financial statements, we believe additional disclosures are
necessary. Refer to SFAS 5 and SAB Topic 5:Y.
Directors and Executive Officers of Great Lakes Holdings, page 149
51. In the biographical paragraphs of Messrs. Thomas S. Souleles
and
Douglas C. Grissom, describe briefly their business experience
during
the past five years. See Item 401(1)(e)(1) of Regulation S-K.
Corporate Governance and Nominating Committee, page 155
52. If known, identify the committee`s members. We note the
disclosures of members for the audit and executive compensation
committees.
Legal Matters, page 163
53. Provide counsel`s address. See paragraph 23 of Schedule A to
the
Securities Act.
Report of Independent Registered Public Accounting Firm, page F-32
54. Please request that your auditors explain to us why their
report
does not refer to their reliance on the report of another auditor
in
all three paragraphs of their report pursuant to SAS/AU 543 or
have
them revise their report. In addition, please request that your
auditors indicate the city and state where their report was issued
as
required by Rule 2-02(a) of Regulation S-X.
Exhibit Index
55. Include an exhibit index immediately before the exhibits filed
with the registration statement. See Rule 102(d) of Regulation S-
T.
This exhibit index and Item 21 are not synonymous.
Exhibits
56. File a form of proxy as an exhibit to the registration
statement.
See Rule 14a-6(a) of Regulation 14A under the Exchange Act. See
also
Rule 14a-4 of Regulation 14A under the Exchange Act.
57. We note that you intend to file by amendment the legality
opinions. Allow us sufficient time to review the opinions before
requesting acceleration of the registration statement`s
effectiveness.
Exhibit 23.2
58. The independent public accountant must consent also to the
reference to him in the registration statement. Please revise.
Other
59. We note that Aldabra used Form 10-QSB to file quarterly
reports
for the quarters ending March 31, 2006 and June 30, 2006 and an
amendment to the quarterly report for the quarter ending June 30,
2006. Since Aldabra`s public float exceeded the public float
limit
of $25 million at the end of two consecutive years, Aldabra is not
considered a small business issuer and is ineligible to use a form
specified by Regulation S-B under the Securities Act. See Item
10(a)(2)(iii) of Regulation S-B, and revise in future filings.
Closing
File an amendment to the S-4 in response to the comments. To
expedite our review, you may wish to provide us three marked
courtesy
copies of the filing. Include with the filing a cover letter
tagged
as correspondence that keys the responses to the comments and any
supplemental information requested. If you think that compliance
with any of the comments is inappropriate, provide the basis in
the
letter. We may have additional comments after review of the
filing,
the responses to the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosures in the filings reviewed by us to make certain that
they have provided all information that investors require for an
informed decision. Since Aldabra and its management are in
possession of all facts relating to the disclosures in the
filings,
they are responsible for the adequacy and accuracy of the
disclosures
that they have made.
When responding to our comments, provide a written statement
from Aldabra acknowledging that:
* Aldabra is responsible for the adequacy and accuracy of the
disclosures in the filings.
* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filings.
* Aldabra may not assert our comments as a defense in any
proceedings
initiated by the Commission or any person under the United States`
federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Aldabra provides us in our review of the filings
or
in response to our comments on the filings.
You may direct questions on accounting comments to Dale A.
Welcome, Staff Accountant, at (202) 551-3865 or Anne M. McConnell,
Senior Staff Accountant, at (202) 551-3709. You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or Christopher B. Edwards, Special
Counsel, at (202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Jack I. Kantrowitz, Esq.
Sidley Austin LLP
787 7th Avenue
New York, NY 10019
Carol Anne Huff, Esq.
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Mr. Nathan D. Leight
September 21, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE