November 2, 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.
Pre-effective Amendment 1 to Registration Statement on Form
S-4
Filed October 16, 2006
File No. 333-136861
Dear Mr. Leight:
We reviewed the filing and have the comments below.
General
1. Refer to prior comment 1. State what Great Lakes` net
indebtedness and working capital and Aldabra`s working capital
were
as of August 31, 2006 that were used in the calculation. For
greater
clarity, consider presenting the example in tabular format. We
note
the disclosure, for example, in note (i) to the unaudited pro
forma
condensed consolidated balance sheet and statements of operations.
Letter to Shareholders
2. Refer to prior comment 3. As requested previously, replace the
discussion of the technical use of merger subsidiaries and state
clearly at the outset 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.
As requested previously, revise similarly the notice of special
meeting of stockholders and the prospectus` outside front cover
page.
You may wish to refer to the disclosure in the first Q&A although
that Q&A does not state that Aldabra will be renamed Great Lakes
upon
the merger transactions` completion.
3. Consider updating the closing sale price of Aldabra common
stock,
warrants, and units. We note that the price information is of
August
17, 2006.
The Great Lakes Merger, page 3
4. We note your response to prior comment 6. Disclose the basis
for
the range of values used in the table.
Other Factors, page 9
5. Refer to prior comment 11. Quantify here and on page 56:
* the number of Great Lakes Holdings` shares that will be
available
for sale after the mergers` closings.
* The number of underlying shares eligible for resale if Aldabra`s
outstanding warrants which will become exercisable for Great Lakes
Holdings` common stock are exercised.
* The number of shares entitled to registration rights.
Certain Financial Projections, page 10
6. Please remove the language that stockholders should not rely on
the projections.
Conditions to the Great Lakes Merger, page 12
7. Refer to prior comment 13. As noted previously, conditions to
the
Great Lakes merger include receipt by Aldabra and Great Lakes of
favorable tax opinions as disclosed on pages 76 and 77. Further,
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. Since the tax consequences are material to an
investor
and a representation of the tax consequences is given in the
filing,
we reissue that portion of the comment for Aldabra to file the tax
opinion of Kirkland & Ellis LLP as an exhibit to the registration
statement.
Allow us sufficient time to review the executed tax opinion of
Kirkland & Ellis before requesting acceleration of the
registration
statement`s effectiveness.
Interests of Great Lakes` and Aldabra`s Directors and Executive
Officers in the Merger, page 15
8. Refer to prior comment 15. Revise the disclosure to include
the
price paid by each of Aldabra`s directors and officers for the
shares
of Aldabra common stock purchased:
* before Aldabra`s initial public offering or IPO.
* after Aldabra`s IPO.
Similarly, revise the disclosure to include the price, if any,
paid
by Mr. Nathan D. Leight or his affiliates for the 14,000 warrants
acquired as part of units.
Similarly, revise the disclosure to include the price paid by
Terrapin Partners Employee Partnership for the 52,000 shares of
Aldabra common stock and the 1,572,000 warrants that it purchased.
9. Refer to footnote (1) on page 16. Tell us why the stated value
of
the warrants includes only the intrinsic value and not the option
value of the warrants.
U.S. Federal Income Tax Consequences of the Great Lakes Merger and
the Holding Company Merger, page 17
10. Refer to prior comment 18. We note the revised assuming that
language in the second paragraph here and on page 87. Where the
tax
treatment depends upon the legal conclusions whether the merger
transactions are reorganizations within the meaning of section 368
of
the Internal Revenue Code, counsel must opine on these matters as
part of its tax opinion and may not assume that its opinions are
"correct." Alternatively, if counsel is unable to express an
opinion
that an intended tax benefit will be available because of
uncertainty
in the law or for other reasons, the opinion should so state and
disclose that there is or may be a material tax risk that the
particular benefit will be disallowed on audit. The tax effect of
the disallowance should be disclosed in the tax opinion and in the
prospectus. Please revise. Note that we are not objecting to the
disclosure on page 88 that "Opinions of counsel neither bind the
IRS
or any court, nor preclude the IRS from adopting a contrary
position."
Questions and Answers about the Transactions, page 19
11. Disclosure in the seventeenth Q&A that the mergers will be
completed in October 2006 is inconsistent with disclosure
elsewhere,
including disclosure on page 15 that the Great Lakes merger will
close in November 2006. Please reconcile the disclosures.
Risk Factors, page 26
12. Include as a discrete risk factor disclosure that:
* The warrants may be exercised only if there is a current
registration statement.
* If there is not a current registration statement, the warrant
holders are not entitled to a net cash settlement, and the
warrants
may expire without the warrant holders ever being able to exercise
the warrants.
We note the disclosure on page 91.
Selected Historical Financial Information, page 38 and
GLDD Historical Statements of Operations, pages F-23 and F-36
13. Please revise the selected financial information and the
historical statements of operations of GLDD Acquisitions Corp. to
include also pro forma earnings per share and the weighted average
number of pro forma shares used in the calculations as
retroactively
restated for the effects of the recapitalization. It appears to
us
that pro forma earnings per share are necessary since the
recapitalization is essentially a stock split.
Comparable Transactions Analysis, page 64
14. Disclosure states that the financial advisor identified three
transactions that it viewed as generally comparable to Great
Lakes.
Expand the disclosure to include the names of the three
transactions.
The Merger, page 49
15. In the fourth paragraph, include Mr. Leight`s full name and
position. We note the disclosure in the fifth paragraph in
response
to prior comment 23.
16. In the eleventh paragraph, disclosure states that the oral
opinion updated the preliminary fairness opinion for market
changes
that had occurred in the previous week. Summarize the market
changes.
Warrants, page 91
17. Please revise your disclosure to state correctly the date of
the
warrant clarification agreement as September 12, 2006.
Beneficial Ownership, page 143
18. Instruction 1 to Item 403 of Regulation S-B indicates that you
state in a footnote to the beneficial ownership table the number
of
shares that the beneficial owner has the right to acquire within
60
days from options, warrants, rights, conversion privilege, or
similar
obligations. Item 403(b) of Regulation S-B requires, however,
that
you show the number of shares that the beneficial owner has the
right
to acquire within 60 days in the beneficial ownership table.
Since
outstanding warrants become exercisable upon the mergers`
completion,
tell us why you omitted the shares underlying the warrants from
the
beneficial ownership table.
Unaudited Pro Forma Condensed Consolidated Balance Sheet and
Statements of Operations, page 146
19. We read your response to prior comment 48 and believe that
such
information would be relevant to an investor`s understanding of
the
future expenses of the combined entity. Therefore, please revise
the
notes to the pro forma financial statements to disclose the
specific
nature and amount of expenses recorded by Aldabra during the
periods
presented and the reasons why these expenses are not expected to
carryover to Great Lakes.
Note 11. Commitments and Contingencies, page F-29
20. We read your response to prior comment 50. With regard to the
matter related to Hurricane Katrina, you disclosed that the
company
"does not believe it is reasonably possible that this claim will
have
a material adverse impact on its financial condition." Please
clarify and disclose whether you believe it is reasonably possible
that this matter could have a material impact on your results of
operations and cash flows. If a material loss is reasonably
possible, please provide any additional disclosures required by
SFAS
5 and SAB 5:Y.
21. With respect to the personal injury lawsuits in Texas, you
disclosed that "should these litigation trends persist, Great
Lakes`
future results of operations could be negatively impacted." You
also
disclosed that you have recorded charges of $2.0 million and $1.3
million during the first and second quarters of 2006. It appears
to
us that a negative trend already exists. In this regard, please
clarify and disclose whether you believe it is reasonably possible
that these matters will have a material impact on your financial
statements. If a material loss is reasonably possible, please
provide any additional disclosures required by SFAS 5 and SAB 5:Y,
including a roll-forward of outstanding claims, the amounts of
average settlements each period and the significant assumptions
you
used to determine the expenses you recorded.
Exhibits 5.1 and 5.2
22. We note the statement "The opinion expressed above is based
exclusively on the statutory provisions of the Delaware General
Corporation Law." Provide written confirmation tagged as
correspondence on the EDGAR system that counsel concurs with our
understanding that the reference and limitation to the Delaware
General Corporation Law includes the statutory provisions and all
applicable provisions of the Delaware constitution, including
reported judicial decisions interpreting these laws.
23. We note the statement "This opinion letter is issued solely
for
the benefit of the persons to whom it is addressed." Disclaimers
of
responsibility that in any way state or imply that investors are
not
entitled to rely on the opinion or other limitations on whom may
rely
on the opinion are unacceptable. Thus, we object to any language
that states or implies that the opinion is "solely" for the
benefit
of the persons to whom it is addressed. Please delete the word
"solely."
24. We note the statement "This opinion is being given as of the
date
hereof, and we assume no obligation to update or supplement this
opinion to reflect any facts or circumstances which may hereafter
come to our attention with respect to the matters discussed
herein,
including any changes in applicable law which may hereafter
occur."
Please delete. Alternatively, you must file new opinions
immediately
before the registration statement`s effectiveness because the
opinions must speak as of that time.
Exhibit 8.1
25. Since the disclosure in the registration statement constitutes
the opinion, the short form tax opinion filed as the exhibit and
the
prospectus both must state clearly that the disclosure in the
prospectus` U.S. federal income tax considerations section is
counsel`s opinion. Thus, it is unacceptable for the short form
tax
opinion or the prospectus to state that the statements in the
prospectus to the extent that they constitute matters of United
States federal income tax or legal conclusions are correct in all
material respects. Please revise the sixth paragraph of the short
form tax opinion to make clear that the disclosure in the
prospectus
is the opinion.
Exhibit 99.1
26. All forms of proxy filed under Rule 14a-6(a) of Regulation 14A
must be marked clearly "Preliminary Copies." See Rule 14a-6(e)(1)
of
Regulation 14A, and revise.
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
November 2, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE