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ý
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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Delaware
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20-8356960
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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c/o
Terrapin Partners LLC, 540 Madison Avenue, 17th Floor, New York,
New York
10022
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(Address
of principal executive offices)
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September
30, 2007
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|||
| ASSETS | ||||
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Current
assets:
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||||
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Cash
|
$ |
82,548
|
||
|
Cash
held in
trust
|
404,531,190
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|||
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Prepaid
expenses
|
52,875
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|||
|
Total
current assets
|
404,666,613
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|||
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Capitalized
acquisition
costs
|
1,346,231
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|||
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Deferred
tax
asset
|
37,529
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|||
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Total
assets
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$ |
406,050,373
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||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||
|
Current
liabilities:
|
||||
|
Accrued
expenses
|
$ |
666,077
|
||
|
Franchise
tax
payable
|
42,869
|
|||
|
Income
and capital taxes
payable
|
2,457,551
|
|||
|
Deferred
underwriting
fee
|
12,420,000
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|||
|
Total
current liabilities
|
15,586,497
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|||
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Common
stock subject to possible conversion
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||||
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(16,555,860
shares at conversion value)
|
159,760,000
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|||
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Commitments
|
||||
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Stockholders’
equity
|
||||
|
Preferred
stock, $.0001 par
value per share:
|
||||
|
1,000,000
shares authorized;
none issued
|
--
|
|||
|
Common
stock, $.0001 par value
per share:
|
||||
|
100,000,000
shares
authorized;
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||||
|
51,750,000
shares issued and
outstanding
(which
includes 16,555,860
shares subject to possible conversion)
|
5,175
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|||
|
Additional
paid-in
capital
|
227,639,650
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|||
|
Income
accumulated during
development stage
|
3,059,051
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|||
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Total
stockholders’ equity
|
230,703,876
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|||
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Total
liabilities and stockholders’ equity
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$ |
406,050,373
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|
For
the three months ended September 30, 2007
|
For
the period February 1, 2007 (inception)
to
September 30, 2007
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|||||||
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Interest
income
|
$
5,258,765
|
$
5,769,309
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||||||
|
EXPENSES
|
||||||||
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Formation
costs
|
--
|
1,000
|
||||||
|
Professional
fees
|
36,341
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48,341
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||||||
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Insurance
expense
|
20,073
|
22,691
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||||||
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Administrative
fees
|
22,500
|
25,500
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||||||
|
Travel
and entertainment expense
|
9,303
|
9,303
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||||||
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Franchise
tax expense
|
42,869
|
42,869
|
||||||
|
Interest
expense
|
2,895
|
2,895
|
||||||
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Miscellaneous
expenses
|
2,252
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2,637
|
||||||
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Total
expenses
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136,233
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155,236
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||||||
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Net
income before income taxes
|
5,122,532
|
5,614,073
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||||||
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Provision
for income taxes
|
(2,331,282 | ) | (2,555,022 | ) | ||||
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Net
income
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$
2,791,250
|
$ 3,059,051
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||||||
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Weighted
average shares outstanding, basic and diluted
|
51,750,000
|
27,628,512
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||||||
|
Basic
and diluted net income per share
|
$
0.05
|
$
0.11
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||||||
|
Common
Stock
|
Additional
paid-in
capital
|
Net
income accumulated
during
development
stage
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Total
stockholders’
equity
|
|||||||||||||||||
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Shares
|
Amount
|
|||||||||||||||||||
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|
||||||||||||||||||||
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Issuance
of common stock to Initial Stockholders on
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||||||||||||||||||||
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February
1, 2007 at $.002 per share
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10,350,000
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$
1,035
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$
23,965
|
$ --
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$
25,000
|
|||||||||||||||
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||||||||||||||||||||
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Proceeds
from issuance of Warrants
|
--
|
--
|
3,000,000
|
--
|
3,000,000
|
|||||||||||||||
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Sale
of 41,400,000 Units through Offering, net of
|
||||||||||||||||||||
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underwriters’
discount and Offering expenses (which
|
||||||||||||||||||||
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includes
16,555,860 shares subject to conversion)
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41,400,000
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4,140
|
384,375,685
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--
|
384,379,825
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|||||||||||||||
| Less 16,555,860 shares of common stock | ||||||||||||||||||||
| subject to possible conversion | -- | -- | (159,760,000) | -- | (159,760,000) | |||||||||||||||
| Net income | -- | -- | 3,059,051 | 3,059,051 | ||||||||||||||||
| Balance as of September 30, 2007 | 51,750,000 | $ 5,175 | $ 227,639,650 | $ 3,059,051 | $ 230,703,876 | |||||||||||||||
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For
the period February 1, 2007 (inception)
to
September 30, 2007
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||||
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Cash
Flows from Operating Activities
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||||
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Net
income
|
$
3,059,051
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|||
|
Adjustments
to reconcile net income with net cash used in operating
activities:
|
||||
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Interest
income
on investments held in trust
|
(5,766,190 | ) | ||
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Change
in operating assets and liabilities:
|
||||
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Increase
in
prepaid expenses
|
(52,875 | ) | ||
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Increase
in
accrued expenses
|
14,091
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|||
|
Increase
in
deferred tax asset
|
(37,529 | ) | ||
|
Increase
in
franchise tax payable
|
42,869
|
|||
|
Increase
in
income and capital taxes payable
|
2,457,551
|
|||
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Net
cash used in operating activities
|
(283,032 | ) | ||
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Cash
Flows from Investing Activities
|
||||
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Cash
deposited in trust
|
(399,500,000 | ) | ||
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Proceeds
from
trust
|
735,000
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|||
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Payment
of Acquisition costs
|
694,244
|
|||
|
Net
cash used in investing activities
|
(399,459,244 | ) | ||
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Cash
Flows from Financing Activities
|
||||
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Proceeds from sale of shares of common stock to Initial
Stockholders
|
25,000 | |||
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Proceeds from notes payable to Initial Stockholders
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137,000
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|||
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Payment of notes payable to Initial Stockholders
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(137,000 | ) | ||
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Proceeds from Offering
|
414,000,000
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|||
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Proceeds from issuance of Insider Warrants
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3,000,000
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|||
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Payment of costs associated with Offering
|
(17,200,176 | ) | ||
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Net
cash provided by financing activities
|
399,824,824
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|||
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Net
increase in cash
|
82,548
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|||
|
Cash
at beginning of the period
|
--
|
|||
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Cash
at end of the period
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$
82,548
|
|||
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Supplemental
disclosure of non-cash investing and financing
activities
|
||||
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Accrual of registration costs
|
$
33,609
|
|||
|
Accrual of deferred underwriting fee
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$
12,420,000
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|||
|
Accrual of Acquisition costs
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$
651,987
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|||
| 1. |
Organization
and
Business
Operations
|
Aldabra
2 Acquisition Corp., a corporation in the development stage (the
“Company”), was incorporated in Delaware on February 1, 2007 for the
purpose of effecting a merger, capital stock exchange, asset acquisition
or other similar business combination with an operating business.
The
Company is considered to be in the development stage, as defined
in
Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting
and Reporting by Development Stage Enterprises,” and is subject to the
risks associated with activities of development stage companies.
The
Company has selected December 31st as its fiscal year
end.
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The
condensed consolidated financial statements at September 30, 2007 and
for the periods ended September 30, 2007 are unaudited. In the opinion
of
management, all adjustments (consisting of normal adjustments) have
been
made that are necessary to present fairly the financial position
of the
Company as of September 30, 2007, the results of its operations for
the
three month period ended September 30, 2007 and for the period from
February 1, 2007 (inception) through September 30, 2007, and its
cash
flows for the period from February 1, 2007 (inception) through September
30, 2007. Operating results for the interim period presented are
not
necessarily indicative of the results to be expected for a full year.
All
activity through June 22, 2007 relates to the Company’s formation and the
public offering described below.
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The
registration statement for the Company’s initial public offering (the
“Offering”) was declared effective June 19, 2007. The Company consummated
the Offering on June 22, 2007 and received net proceeds of approximately
$384,380,000. The Company’s management has broad discretion with respect
to the specific application of the net proceeds of this Offering,
although
substantially all of the net proceeds of this Offering are intended
to be
generally applied toward consummating a business combination with
an
operating business (the “Business Combination”). Furthermore, there is no
assurance that the Company will be able to successfully effect a
Business
Combination. Upon the closing of the Offering, an aggregate of
$399,500,000, including the $3,000,000 proceeds of the private placement
(the “Private Placement”) described in Note 2 and the $12,420,000 of
deferred underwriters discounts described in Note 2, was placed in
a trust
account (the “Trust Account”) which is to be invested in United States
“government securities” within the
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| meaning of Section 2(a)(16) of the Investment Company Act of 1940, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 until the earlier of (i) the consummation of the Company’s first Business Combination and (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third-party claims against the Company. Although the Company will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such entities will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the Trust Account or that a court would not conclude that such agreements are not legally enforceable. The Company’s Chairman of the Board and the Company’s Chief Executive Officer have agreed that they will be liable under certain circumstances for ensuring that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for, or products sold to, the Company. However, there can be no assurance that these entities will be able to satisfy those obligations. Furthermore, they will not have any personal liability as to any claimed amounts owed to a third party who executed a waiver (including a prospective target business). Additionally, in the case of a prospective target business that did not execute a waiver, such liability will only be in an amount necessary to ensure that public stockholders receive no less than $10.00 per share upon liquidation. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, up to an aggregate of $3,100,000 of interest earned on the Trust Account balance may be released to the Company to fund working capital requirements and additional amounts may be released to the Company as necessary to satisfy tax obligations. | ||
|
The
Company, after signing a definitive agreement for the acquisition
of a
target business, is required to submit such transaction for stockholder
approval. In the event that stockholders owning 40% or more of the
shares
sold in the Offering vote against the Business Combination and
exercise their conversion rights
|
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|
described
below, the Business Combination will not be consummated. All of the
Company’s stockholders prior to the Offering, including all of the
officers and directors of the Company (the “Initial Stockholders”), have
agreed to vote their founding shares of common stock in accordance
with
the vote of the majority in interest of all other stockholders of
the
Company (the “Public Stockholders”) with respect to any Business
Combination. After consummation of a Business Combination, these
voting
safeguards will no longer be applicable.
|
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|
With
respect to a Business Combination that is approved and consummated,
any
Public Stockholder who voted against the Business Combination may
demand
that the Company convert such Public Stockholder’s shares. The per share
conversion price will equal the amount in the Trust Account, net
of
accrued taxes and expenses, calculated as of two business days prior
to
the consummation of the proposed Business Combination, divided by
the
number of shares of common stock held by Public Stockholders at the
consummation of the Offering. Accordingly, Public Stockholders holding
up
to 39.99% of the aggregate number of shares owned by all Public
Stockholders may seek conversion of their shares in the event of
a
Business Combination. Accordingly, a portion of the net proceeds
from the
Offering (39.99% of the amounts originally placed in the Trust Account)
has been classified as common stock subject to possible conversion
in the
accompanying balance sheet. Such Public Stockholders are entitled
to
receive their per share interest in the Trust Account computed without
regard to the shares held by Initial
Stockholders.
|
||
|
The
Company’s Amended and Restated Certificate of Incorporation provides that
the Company will continue in existence only until 24 months from
June 19,
2007, the effective date of the Offering. If the Company has not
completed
a Business Combination by such date, its corporate existence will
cease,
and it will dissolve and liquidate for the purposes of winding up
its
affairs. In the event of liquidation, it is possible that the per
share
value of the residual assets remaining available for distribution
(including Trust Fund assets) will be less than the Offering price
per
share in the Offering (assuming no value is attributed to the Warrants
contained in the Units sold in the Offering).
|
||
|
Concentration
of Credit Risk – The Company maintains cash in a bank
deposit account that exceeds federally insured (FDIC) limits. The
Company
has not experienced any losses on this account.
|
||
|
Capitalized
Acquisition Costs – Capitalized Acquisition costs includes direct
costs related to the Business Combination. Indirect and general
expenses are expensed as incurred.
|
||
|
Deferred
Income Taxes – Deferred income tax assets
and liabilities are computed for differences between the financial
statements and tax basis of assets and liabilities that will result
in
future taxable or deductible amounts and are based on enacted tax
laws and
rates applicable to the periods in which the differences are expected
to
effect taxable income. Valuation allowances are established when
necessary to reduce deferred income tax assets to the amount expected
to
be realized.
|
||
|
Net
Income Per Share – Net
income per share is computed by dividing net income by the weighted
average number of shares of common stock outstanding during the period.
The effect of the 41,400,000 outstanding Warrants issued in connection
with the Offering and the 3,000,000 outstanding Warrants issued in
connection with the Private Placement has not been considered in
diluted
income per share calculations, since such Warrants are contingently
exercisable.
|
||
|
Use
of Estimates – The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported amounts of expenses during the reporting
period. Actual results could differ from those
estimates.
|
||
|
New
Accounting Pronouncements
– Management does not
believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on
the
accompanying financial statements.
|
||
| 2. |
Public
Offering and
Private
Placement
|
In
June 2007, the Company completed its Offering in which it sold to
the
public 41,400,000 units (the “Units”), including 5,400,000 Units subject
to the underwriters’ over-allotment option at an Offering price of $10.00
per Unit. Each Unit consists of one share of the Company’s common stock
and one
|
| Redeemable Common Stock Purchase Warrant (the “Warrants”). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $7.50, commencing on the later of the completion of a Business Combination and one year from the effective date of the Offering and expiring four years from the effective date of the Offering. The Company may redeem the Warrants, at a price of $.01 per Warrant, upon 30 days’ notice while the Warrants are exercisable, only in the event that the last sale price of the common stock is at least $14.25 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given. In accordance with the warrant agreement relating to the Warrants to be sold and issued in the Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. If a registration statement is not effective at the time of exercise, the Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities. Additionally, in the event that a registration is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle the Warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed. | ||
|
The
Company agreed to pay the underwriters in the Offering an underwriting
discount of 7% of the gross proceeds of the Offering. However, the
underwriters agreed that 3% of the gross proceeds of the Offering
($12,420,000) will not be payable unless and until the Company completes
a
Business Combination. Furthermore, the underwriters have waived their
right to receive such payment upon the Company’s liquidation if the
Company is unable to complete a Business
Combination.
|
||
|
Simultaneously
with the consummation of the Offering, the Company’s Chairman
and the Company’s Chief Executive Officer purchased a total of 3,000,000
Warrants (the “Insider Warrants”) at $1.00 per Warrant (for an aggregate
purchase price of $3,000,000) privately from the Company. All of the
proceeds received from these purchases have been placed in the Trust
Account. The Insider Warrants purchased were identical to the
Warrants underlying the Units issued in the Offering except that
the
Warrants may not be called for redemption and the Insider Warrants
may be
exercisable on a “cashless basis,” at the
holder’s
|
||
|
option,
so long as such securities are held by such purchaser or his
affiliates. Furthermore, the purchaser has agreed that the Insider
Warrants will not be sold or transferred by them, except for estate
planning purposes, until after the Company has completed a Business
Combination.
|
||
| 3. |
Purchase
Agreement for
Proposed
Business
Combination
|
On
September 7, 2007, Boise White Paper, L.L.C., Boise Packaging &
Newsprint, L.L.C. and Boise Cascade Transportation Holdings Corp.
(collectively, the ‘‘Paper Group’’), Boise Cascade, L.L.C., (the
“Seller”), Boise Paper Holdings, L.L.C. (the “Target”), the Company and
Aldabra Sub LLC (the Company’s direct, wholly-owned subsidiary) entered
into a Purchase and Sale Agreement, as amended by Amendment No. 1
to
Purchase and Sale Agreement, dated October 18, 2007, by and among
such
persons (the “Purchase Agreement” and the transactions contemplated by the
Purchase Agreement, the “Acquisition”). Pursuant to the Purchase
Agreement, the Company will acquire the Paper Group and other assets
and
liabilities related to the operation of the paper, packaging and
newsprint, and transportation businesses of the Paper Group and most
of
the headquarters operations of the Seller (collectively, the business
to
be acquired from the Seller, “Boise Paper Products” or “BPP”) through the
acquisition of the Target. The Acquisition is structured such that,
upon
closing, Aldabra will indirectly own – through Aldabra Sub LLC – 100% of
the outstanding common units of the Target, which will in turn own
100% of
BPP, including 100% of the outstanding equity interests of the Paper
Group. The Company will account for the Acquisition using the purchase
method of accounting and will also allocate fair market value to
these
assets at the time of the Acquisition from a tax
perspective.
|
| Use of Offering Proceeds | ||
|
The
Company intends to use the proceeds currently in the Trust Account,
which
was valued at $401,524,000, net of accrued expenses and taxes, as
of
October 1, 2007, to acquire BPP’s assets, to pay transactions expenses
(including initial business, legal and accounting due diligence expenses
on prospective business combinations, general and administrative
expenses
and corporate income and franchise taxes) and to pay holders of Offering
shares who exercise their redemption rights. The net proceeds deposited
into the Trust Account remain on deposit in the Trust Account earning
interest and will not be released until the earlier of the consummation
of
a business combination or the Company’s
liquidation.
|
||
| Purchase Price | ||
|
At
the closing of the Acquisition, the Company will deliver cash and
stock
(and under certain conditions detailed below, a subordinated promissory
note) equal to $1,625,000,000 plus or minus an incremental amount
equal to
the sum of (i) the Paper Group’s cash and cash equivalents (expected to be
$38,000,000), (ii) plus or minus the amount by which the estimated
net
working capital of the paper and packaging and newsprint businesses
of the
Seller is greater or less than $329,000,000 (as applicable), and
(iii)
plus the amount (if any) by which the Company’s and its subsidiaries’
estimated net working capital is less than $404,350,800, in each
case
calculated as of 11:59 p.m. (Boise, Idaho time) on the day before
closing
(the “Adjustment Calculation Time”) (the net amount derived from the
foregoing, the “total purchase price”). Following the closing, these
estimated amounts will be compared against the actual amounts, with
any
subsequent adjustments payable through the issuance to the Seller
of
additional shares of the Company’s common stock or the return by the
Seller and cancellation of shares of the Company’s common stock – in each
case, valued based upon an average per share closing price of the
Company’s common stock for the 20 trading day period ending three trading
days prior to closing, disregarding for this purpose in such period
any
day in which trading of the Company’s common stock was conducted by, or on
behalf of, an officer or director of the Company or a family member
or
affiliate thereof (the “Average Trading Price”) – held by the
Seller.
|
||
|
At
least $1,210,000,000 of the total purchase price must be paid in
cash,
plus the amount of fees and expenses paid directly by the Seller
to
lenders and/or agents providing the debt financing and minus other
expenses specified in the Purchase Agreement (the “Minimum Cash Amount”).
The actual cash portion of the total purchase price will equal the
amount
of the Company’s cash at closing (including the cash held in the Trust
Fund, but excluding any amounts paid upon exercise by the Company’s
stockholders of conversion rights), less transaction expenses plus
the
amount of the net proceeds from the debt financing, but will not
in any
event be less than the Minimum Cash Amount (the “Cash
Portion”).
|
||
|
The
balance of the total purchase price will be paid in the Company’s common
stock. For purposes of calculating the number of shares that will
be
issued to the Seller, the Average Trading Price will not be higher
than
$10.00 per share or lower than $9.54 per share.
|
||
|
Seller’s
Share Ownership Limitation
|
||
|
The
Purchase Agreement provides that the Seller will not receive shares
that
would cause it to hold in excess of 49% of the Company’s common stock
immediately following the closing of the Acquisition (excluding,
for
purposes of this calculation, the Company’s outstanding Warrants) and
that, in lieu of receiving shares in excess of 49%, the Company will
instead pay the Seller an amount equal to the value of such excess
shares
(valued at the Average Trading Price) in cash or through the issuance
of a
subordinated promissory note.
|
||
| Purchase Price Adjustment | ||
|
No
later than one business day prior to the closing, (i) the Seller
will
deliver to the Company the Seller’s calculation of the estimated net
working capital of the paper and packaging and newsprint businesses
of the
Seller as of the Adjustment Calculation Time and the estimated
aggregate
cash and cash equivalents of the Paper Group and its subsidiaries
as of
the Adjustment Calculation Time and (ii) the Company will deliver
to the
Seller the Company’s calculation of its estimated net working capital and
its subsidiaries as of the Adjustment Calculation
Time.
|
||
|
At
the closing of the Acquisition, the estimated total purchase price
of
$1,625,000,000 will be adjusted by (i) either adding the amount,
if any,
by which the estimated net working capital of the paper and packaging
and
newsprint businesses of the Seller is greater than $329,000,000 or
subtracting the amount, if any, by which the estimated net working
capital
of the paper and packaging and newsprint businesses of the Seller
is less
than $329,000,000, (ii) adding the estimated aggregate cash and cash
equivalents of the Paper Group and its subsidiaries as of the Adjustment
Calculation Time and (ii) adding the amount, if any, by which the
estimated net working capital of Aldabra and its subsidiaries is
less than
$404,350,800.
|
||
|
Following
the closing, the estimated total purchase price will be subject to
reconciliation based upon the actual net working
|
||
|
capital
of the paper and packaging and newsprint businesses of the Seller,
the
actual aggregate cash and cash equivalents of the Paper Group and
its
subsidiaries and the actual net working capital of Aldabra and its
subsidiaries (in each case as of the Adjustment Calculation Time)
relative
to the estimates therefore utilized in the calculation of the estimated
total purchase price. If the estimated purchase price is greater
than the
total purchase price, the Seller is required, within five business
days
after the total purchase price is finally determined, to pay Aldabra
an
amount equal to such excess, which excess amount is payable by the
Seller’s delivery to Aldabra for cancellation of shares of Aldabra common
stock which, when multiplied by the Average Trading Price, equals
such
excess amount.
|
||
|
Consummation
of Acquisition
|
||
|
The
proposed Acquisition is subject to, among other things, the approval
of
the transaction by the Company’s stockholders. There can be no assurance
that the Acquisition will be consummated.
|
||
| 4. |
Accrued
Registration
Costs
|
Accrued
registration costs consist primarily of legal and other fees, incurred
through the balance sheet date, that are directly related to the
Offering.
|
| 5. |
Notes
Payable,
Stockholders
|
The
Company issued unsecured promissory notes in an aggregate principal
amount
of $100,000 to two of the Initial Stockholders on February 27, 2007.
Additional unsecured promissory notes in aggregate amounts of $25,000
and
$12,000 were issued to the Initial Stockholders on June 12, 2007
and June
21, 2007, respectively. The notes were non-interest bearing and were
payable on the earlier of February 27, 2008 and the consummation
of the
Offering. The notes payable to Initial Stockholders were paid in
full on
June 22, 2007.
|
| 6. | Income Taxes | For the period from February 1, 2007 (inception) to September 30, 2007, the provision for income taxes consists of the following: |
| Current: | ||||
| Federal | $ | 1,614,427 | ||
| State and Local | 978,124 | |||
| Deferred | (37,529 | ) | ||
| Total | $ | 2,555,022 | ||
| Expenses deferred for income tax purposes | $ | 50,759 | ||
| Less: valuation allowance | 13,230 | |||
| Total | $ | 37,529 | ||
|
Management
has recorded a valuation allowance against its deferred tax asset
because,
based on its current operations at September 30, 2007, it believes
it is
more likely than not that sufficient taxable income will not be generated
to fully utilize this asset.
|
||
| The Company’s effective tax rate of approximately 45% (which takes into account the valuation allowance) differs from the federal statutory rate of 34% due to the effect of state and local income taxes. | ||
| 7. | Commitments |
The
Company presently occupies office space provided by an affiliate
of two of
the Initial Stockholders. Such affiliate has agreed that, until the
Company consummates a Business Combination, it will make such office
space, as well as certain office and secretarial services, available
to
the Company, as may be required by the Company from time to time.
The
Company has agreed to pay such affiliate $7,500 per month for such
services commencing on the effective date of the
Offering.
|
|
Pursuant
to letter agreements that the Initial Stockholders entered into with
the
Company and the underwriters, the Initial Stockholders waived their
right
to receive distributions with respect to their founding shares upon
the
Company’s liquidation.
|
||
|
The
Initial Stockholders and the holders of the Insider Warrants (or
underlying securities) will be entitled to registration rights with
respect to their founding shares or Insider Warrants (or underlying
securities) pursuant to an agreement that was signed prior to the
effective date of the Offering. The holders of the majority of the
founding shares are entitled to demand that the Company register
these
shares at any time commencing three months prior to the first anniversary
of the consummation of a Business Combination. The holders of the
Insider
Warrants (or underlying securities) are entitled to demand that the
Company register these securities at any time after the Company
consummates a Business Combination. In addition, the
Initial
|
||
|
Stockholders
and holders of the Insider Warrants (or underlying securities) have
certain “piggy-back” registration rights on registration statements filed
after the Company’s consummation of a Business
Combination.
|
||
|
As
long as the holders of (i) the shares of common stock issued to the
Seller pursuant to the Acquisition or (ii) any other shares of
Aldabra common stock acquired by the Seller control 33% or more of
the
Aldabra common stock issued to the Seller at the closing, Aldabra
will be
subject to restrictions on its business activities pursuant to the
terms
of an investor rights agreement by and between Aldabra, the Seller
and
certain directors and officers of Aldabra.
|
||
|
The
Company agreed to pay the fees to the underwriters in the Offering
as
described in Note 2 above.
|
||
| 8. | Common Stock |
Effective
June 12, 2007 and June 19, 2007, the Company’s Board of
Directors authorized a stock dividend of 0.5 shares of common stock
and 0.2 shares of common stock, respectively, for each outstanding
share of common stock. On June 12, 2007, the Company’s Certificate of
Incorporation was amended to increase the authorized shares of common
stock from 60,000,000 to 85,000,000 shares of common stock. On
June 19, 2007, the Company’s Certificate of Incorporation was further
amended to increase the authorized number of shares of common stock
to
100,000,000 shares of common stock. All references in the
accompanying financial statements to the number of shares of common
stock
have been retroactively restated to reflect these
transactions.
|
| 9. | Preferred Stock |
The
Company is authorized to issue 1,000,000 shares of preferred stock
with
such designations, voting and other rights and preferences as may
be
determined from time to time by the Board of
Directors.
|
|
The
agreement with the underwriters prohibits the Company, prior to a
Business
Combination, from issuing preferred stock that participates in the
proceeds of the Trust Account or which votes as a class with the
common
stock on a Business Combination.
|
||
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
Exhibit
Number
|
Description
|
|
2.1
|
Purchase
and Sale Agreement, by and among Boise Cascade, L.L.C., Boise Paper
Holdings, L.L.C., Boise White Paper, L.L.C., Boise Packaging &
Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp., Aldabra
2
Acquisition Corp. and Aldabra Sub LLC (1)
|
|
2.2
|
Amendment
No. 1 to Purchase and Sale Agreement, dated October 18, 2007, by
and among
Boise Cascade, L.L.C., Boise Paper Holdings, L.L.C., Boise White
Paper,
L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade
Transportation Holdings Corp., Aldabra 2 Acquisition Corp. and Aldabra
Sub
LLC (2)
|
|
31*
|
Certification
of the Chief Executive Officer and the Chief Financial Officer Pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32*
|
Certification
of the Chief Executive Officer and the Chief Financial Officer Pursuant
to
Section 906 of the Sarbanes-Oxley Act of
2002
|
|
Exhibit
Number
|
Description
|
|
2.1
|
Purchase
and Sale Agreement, by and among Boise Cascade, L.L.C., Boise Paper
Holdings, L.L.C., Boise White Paper, L.L.C., Boise Packaging &
Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp., Aldabra
2
Acquisition Corp. and Aldabra Sub LLC (1)
|
|
2.2
|
Amendment
No. 1 to Purchase and Sale Agreement, dated October 18, 2007, by
and among
Boise Cascade, L.L.C., Boise Paper Holdings, L.L.C., Boise White
Paper,
L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade
Transportation Holdings Corp., Aldabra 2 Acquisition Corp. and Aldabra
Sub
LLC (2)
|
|
31*
|
Certification
of the Chief Executive Officer and the Chief Financial Officer Pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32*
|
Certification
of the Chief Executive Officer and the Chief Financial Officer Pursuant
to
Section 906 of the Sarbanes-Oxley Act of
2002
|