MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
CHRYSLER CENTER, 666 THIRD AVENUE
NEW YORK, NEW YORK 10017
Jeffrey P. Schultz 212 935 3000
212 983 3115 fax
Direct dial 212 692 6732
jschultz@mintz.com
October 14, 2005
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W
Mail Stop 3561.
Washington, D.C. 20549
Re: Platinum Energy Resources, Inc.
Registration Statement on Form S-1
Amendment No. 4 Filed on September 30, 2005
File No. 333-125687
Ladies and Gentlemen:
On behalf of Platinum Energy Resources, Inc. (the "Company"), set forth
below are the Company's responses to the Commission's comments given by letter
(the "Comment Letter") dated October 5, 2005 from John Reynolds, Assistant
Director, Office of Emerging Growth Companies. The responses are numbered to
correspond to the comments set forth in the Comment Letter, which for
convenience, we have incorporated into the response letter. We will include any
disclosure noted in the responses in the final prospectus filed with the
Commission pursuant to Rule 424(b).
General
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1. Please tell us the factors you considered in determining to value this
offering at $144,000,000. What factors did you consider when determining
that you might need $131,760,000 in the trust fund to effect the business
combination contemplated by the registration statement? It does not appear
to the staff as though the determination to value the offering at this
amount is an arbitrary decision and we would like to know the specific
factors and motivations behind the valuation. This includes the time
period before the company's corporate existence was established in April
of 2005 and encompasses any and all evaluations and/or discussions that
may have taken place prior to the involvement of the principals with the
formal entity of Platinum Energy Resources. Given management's extensive
and high-level experience effecting acquisitions, the precise nature of
their knowledge about their ability to effect a combination with a company
whose fair market value is equal to at least 80% of the company's net
assets may be material information for which appropriate disclosure is
required. We may have further comment.
Response: The size of the offering at $144,000,000 was based on a number
of factors, including: (1) the size at which the Company's management believes
it will see the most, and the best, opportunities fitting within the various
restrictions placed on entities of this type, such as the requirement that the
Company's initial business combination must be with a target business that has a
fair market value at least equal to 80% of the Company's net assets at the time
of such acquisition; (2) the anticipated reception of the market to the offering
based on the Company's roadshow; and (3) practical issues such as trying to
remain below the size at which the Company will be competing directly with the
larger private equity firms and top tier underwriters for target businesses.
Neither the Company, its affiliates nor any representative has taken
any action as of the date hereof, including prior to the Company's incorporation
on April 25, 2005, or undertaken any diligence, evaluation, discussion (formal
or informal), negotiation and/or similar activity with respect to a business
combination involving the Company. Further, the Company, its affiliates and any
representatives thereof will not take any action or undertake any diligence,
evaluation, discussion (formal or informal), negotiation and/or similar activity
with respect to a business combination with the Company until the Company
completes the offering contemplated by the Registration Statement.
2. We note your disclosure concerning your issuance of the purchase option
to provide for the opportunity for Casimir Capital LP. and Cantor
Fitzgerald & Co. to purchase a total of up to 900,000 units. Please
revise, here and elsewhere as appropriate to clarify if such amount is
an aggregate amount for purchases by both underwriters or if each
underwriter has the option to purchase such amount. To the extent it is
an aggregate amount, briefly discuss how such amount will be allocated
among the underwriters. Note also any additional disclosure obligations
in the fee calculation table of the registration statement.
Response: We will revise the disclosure in the prospectus to clarify
that the Company has agreed to sell the option to purchase up to a total of
900,000 units solely to Casimir Capital L.P.
Table of Contents
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3. In light of the Rule 415 undertakings in Part II of the registration
statement, please revise or remove the statement "[y]ou should not
assume that the information in this prospectus is accurate as of any
date other than the date on the front cover of this prospectus."
Response: In response to this comment, we have removed the statement.
Prospectus Summary
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4. We note your disclosure referencing the possibility that the company
will be raising additional funds in order to consummate a business
combination through the sale of securities or through loan
arrangements. Discuss whether this is considered by the company to be a
likely occurrence and if so how such an expectation relates to the
company's determination to raise $144,000,000 in this offering. We may
have further comment.
Response: The Company does not know if it will be likely that the
Company would raise additional funds in order to consummate a business
combination. This is supposed to be a flexible vehicle for the purchase of an as
yet unidentified target business and the inclusion of the disclosure of the
possibility of raising additional funds is intended to preserve flexibility in
the event that an opportunity is later identified that would require additional
financing. The Company believes it is a less likely scenario given the increased
size of the offering, but the current disclosure is still applicable.
5. We note the disclosure that officers and directors have agreed to vote
their shares "in accordance with the majority." Please disclose what is
meant by "in accordance with the majority." For example, does it mean
that such insiders will vote their shares in the same proportion as the
vote by the public stockholders? Does it mean that such insiders will
vote the entirety of their shares either for or against a business
combination, as determined by the totality of the public stockholder
vote? Does it mean something else?
Response: We will revise the disclosure in the prospectus to clarify
that the insiders will vote all of the shares of common stock owned by them
immediately before the offering in the same manner as the majority of shares of
common stock voted by the public stockholders.
Use of Proceeds, page 16
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6. We note your response to our previous comment 4 and we reissue the
comment. We note the statement in the middle of page 17 that "[i]n
addition, it is also possible that we could use the funds not in the
trust account to pay finders fees..." If applicable, in the use of
proceeds table, please include finders fees under the line item
"Working capital to cover miscellaneous expenses..."
Response: We will include the language in the prospectus: "including,
any finders fees that may be payable prior to the consummation of a business
combination" in the use of proceeds table under the line item "Working capital
to cover miscellaneous expenses..."
Exhibits
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7. Please advise us of the status of the letter confirming the agreement
of Mr. Nordlicht to purchase warrants of Platinum Energy Resources. See
Exhibit 10.14.
Response: The letter confirming the agreement of Mr. Nordlicht to
purchase the warrants of the Company has been terminated. We have no longer
listed it as an exhibit to the Registration Statement.
Please call the undersigned at (212) 692-6732 with any comments or
questions regarding the Amendment and please send a copy of any written comments
to the following parties:
KENNETH R. KOCH, ESQ.
JEFFREY P. SCHULTZ, ESQ.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
666 Third Avenue
New York, NY 10017
Phone: (212) 935-3000
Fax: (212) 983-3115
Very truly yours,
/s/ Jeffrey P. Schultz
Jeffrey P. Schultz
cc: Securities and Exchange Commission
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Thomas Kluck, Esq.
Platinum Energy Resources, Inc.
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Barry Kostiner
Mark Nordlicht
Littman Krooks LLP
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Steven Uslaner, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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Kenneth R. Koch, Esq.