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To: Glenn Petersen who wrote (1908)10/3/2011 11:40:26 AM
From: Glenn Petersen
   of 2636
Heckmann (stock symbol: HEK) exits China:

Heckmann Corporation Divests China Water & Drinks

Press Release
Source: Heckmann Corporation On Monday October 3, 2011, 5:00 am EDT

PITTSBURGH--(BUSINESS WIRE)-- Heckmann Corporation (NYSE: HEK - News), a water solutions company focused on water issues, in particular, as water relates to oil and natural gas exploration and production, today announced the disposition of the current operations of its subsidiary, China Water & Drinks, Inc. (“China Water”), through the sale of nine of its 25 Chinese legal entities to Pacific Water & Drinks (HK) Group Limited (“PWD”). PWD is owned by Jon Olafsson, Co-Founder and Chairman of Icelandic Water Holdings Ltd. Heckmann received 10% of the outstanding shares of PWD in connection with the disposition.

The operating entities sold were established and funded subsequent to the original acquisition of China Water in October 2008. Upon completion of this sale, Heckmann will pursue the abandonment of the remaining 16 Chinese legal entities that were part of its original acquisition of China Water. The Company expects to obtain certain tax benefits in connection with the abandonment, including net operating loss carry-forwards.

The transaction closed on September 30, 2011 with no surviving representations or warranties. Heckmann will no longer have any business or operational exposure in China except its equity holding in PWD. As a result, Heckmann will record a one-time non-cash charge of approximately $25.0 million to eliminate the remaining China Water net assets and liabilities from the balance sheet in the third quarter of 2011.

Chairman and Chief Executive Officer, Richard J. Heckmann stated, “With our positive view of our current core water business and the growth opportunities in the United States, we are pleased to put the China experience behind us. We are, of course, rooting for Jon's success and believe that over time our interest in PWD will reward our stockholders. The financial transaction, including the abandonment results, is an attractive solution for our Company, and allows us to focus on growing our core business domestically. We now have almost 1100 employees in the U.S., up from fewer than 30 a year ago. We believe that the water business as it relates to shale gas and shale oil production will continue to drive our growth. In addition, the customer reaction to our conversion to LNG powered vehicles, which we are now putting in service, has been very positive.”

Jon Olafsson commented, “We are extremely pleased to announce our recent acquisition of China Water and Drinks. This is a central component to Pacific Water & Drinks and combined with our seasoned distribution and bottling experience will allow us to capitalize on the extraordinary opportunities that are available in the Chinese markets.”

Additional details regarding the transaction can be found in Heckmann’s report on Form 8-K that will be filed with the United States Securities and Exchange Commission.

About Heckmann Corporation

Heckmann Corporation (NYSE: HEK - News) is a services-based company focused on total water solutions for shale or "unconventional" oil and gas exploration. The Company's water solutions for energy development segment is called Heckman Water Resources, or HWR, and includes water disposal, trucking, fluids handling, treatment and pipeline transport facilities, and water infrastructure services for oil and gas exploration and production companies. Through these operations, HWR offers an integrated and efficient full service water program for hydraulic fracturing operations.


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To: Glenn Petersen who wrote (2331)11/26/2011 2:28:20 PM
From: Glenn Petersen
   of 2636
PIP, subject to the results of the appeal, has prevailed in its lawsuit against SIGA. The stock closed Friday at $1.21, close to its 52-week low.

Siga Seeks to Re-Argue Ruling in PharmAthene Smallpox Case

By Phil Milford and Jef Feeley
Oct 5, 2011 4:21 PM CT

Siga Technologies Inc. asked a Delaware judge to reconsider his award of 50 percent of the profit from a smallpox drug to rival PharmAthene Inc. (PIP)

Delaware Chancery Court Judge Donald Parsons Jr. ruled Sept. 22 that Siga must share a possible profit of more than $400 million. Siga shares fell as much as 38 percent that day, and dropped 3.8 percent today.

Siga, which is seeking permission to re-argue the award, said in a court filing yesterday that Parsons “misapprehended both the law and the facts” in awarding a share of ST-246’s profit to PharmAthene.

Parsons said New York-based Siga breached its obligation to negotiate in good faith on the antiviral drug designed for use in case of a biological attack. He rejected PharmAthene’s claim that Siga breached a binding license agreement and also denied claims for a lump-sum award.

“There is no legal justification for the court to speculate concerning the terms on which the parties might have agreed in the ultimate negotiation,” Andre Bouchard, a lawyer for New York-based Siga, said in his motion.

“This is a common tactic employed by unsuccessful litigants, which we fully expected,” Stacey Jurchison, a spokeswoman for PharmAthene, said in an e-mailed statement. “Judge Parsons’s opinion was thorough and well-founded and PharmAthene intends to respond in opposition to the motion citing additional legal authority.”

PharmAthene sued Siga in 2006 claiming the biotechnology firm lost more than $1 billion in potential profits when its rival reneged on the licensing agreement for the smallpox drug.

ST-246 Government officials awarded Siga a $433 million contract to provide ST-246 to the U.S. Department of Health and Human Services, the company said in May.

In the trial, lawyers for Siga argued that licensing talks were never completed and documents outlining proposed terms were marked as “non-binding.” A PharmAthene official said in court that the heading was left on the documents by mistake.

“There is no evidence that Siga ever offered, considered, or would have accepted a 50/50 profit split without other economic consideration,” Siga said in the filing.

Siga fell 13 cents to $3.33 at 4 p.m. New York time in Nasdaq Stock Market Trading. PharmAthene rose 14 cents, or 8.1 percent, to $1.86 in NYSE Amex trading.

The case is PharmAthene Inc. v. Siga Technologies Inc. (SIGA), CA2627, Delaware Chancery Court (Wilmington).

To contact the reporters on this story: Phil Milford in Wilmington, Delaware, at; Jef Feeley in Wilmington at

To contact the editor responsible for this story: Michael Hytha at

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From: Glenn Petersen12/1/2011 10:21:07 AM
1 Recommendation   of 2636
SEC Tightens Rules for 'Reverse Merger' Listings

Wall Street Journal
November 10, 2011, 4:17 A.M ET

WASHINGTON—New rules for major U.S. exchanges promise to make it harder for foreign companies to enter the U.S. market via "reverse mergers."

The Securities and Exchange Commission on Wednesday said it approved tougher new exchange rules for companies that enter the U.S. market through so-called reverse mergers, arrangements that allow a company to avoid the regulatory scrutiny that comes with an initial public offering.

Reverse mergers have come into the spotlight in recent months amid high-profile accounting problems at some companies that have come public in the U.S. via this route. Advocates of reverse mergers tout them as a quicker, less-expensive way for companies to go public, but critics say the process enables companies to avoid the scrutiny of their finances and operations that comes with a traditional initial public offering.

The SEC has suspended trading in more than a dozen reverse-merger companies because of lack of current, accurate information about the companies. In particular, Chinese companies that enter the U.S. market through reverse mergers have also drawn scrutiny. The SEC has suspended trading in at least six Chinese reverse-merger companies this year.

The new rules at the Nasdaq Stock Market, New York Stock Exchange and NYSE Amex could make it harder for foreign companies to enter the U.S. market by buying existing U.S. public shell companies in order to attain a public listing and sell shares to U.S. investors.

"Placing heightened requirements on reverse merger companies before they can become listed on an exchange will provide greater protections for investors," SEC Chairman Mary Schapiro said in a statement.

The SEC said that the three exchanges "will impose more stringent listing requirements for companies that become public through a reverse merger."

The new rules prohibit a reverse-merger company from listing until the company has been in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange for at least a year. The SEC said the company also must file all required reports, including audited financial statements, with the commission. The company also must maintain a requisite minimum share price for 30 of 60 trading days immediately prior to listing.

NYSE Euronext, owner of the NYSE and NYSE Amex, said in a statement that the "more rigorous" standards "will benefit investors and issuers," crediting regulators for "thoughtful attention and leadership" on the matter.

Nasdaq OMX Group Inc. spokesman Joe Christinat said the exchange operator "took the lead" in proposing reverse-merger overhauls while working closely with regulators and interested parties, adding that the changes will "protect investors" and provide more transparency in the market.

In June, the SEC issued a warning about investing in companies that enter the U.S. market through reverse mergers. The SEC said reverse mergers permit private companies, including those located outside the U.S., to access U.S. markets by merging with an existing public-shell company.

The SEC said a reverse merger is perceived by companies to be a quicker and cheaper method of "going public" than an IPO, but it warned that companies also avoid the registration requirements that would be required with an IPO.

The SEC has warned of systemic concerns with the quality of the auditing of Chinese firms' financial reporting as well as the limitations on the ability of regulators to enforce the securities laws and for investors to recover losses tied to fraudulent disclosures. The agency has said it is working with Chinese regulators to address these concerns.

In an April speech, SEC commissioner Luis Aguilar acknowledged that the SEC is probing some of these firms.

"While the vast majority of these companies may be legitimate businesses, a growing number of them have accounting deficiencies or are outright vessels of fraud," Mr. Aguilar said.

—Brendan Conway contributed to this article.

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To: Glenn Petersen who wrote (2371)12/7/2011 12:19:38 AM
From: Glenn Petersen
   of 2636
Talbots gets an offer:

Sycamore Makes Takeover Bid for Talbots

New Yoek Times
December 6, 2011, 6:22 pm
6:56 p.m. | Updated

A private equity firm has proposed acquiring Talbots, in a deal that would value the struggling women’s retail chain at about $212 million, nearly double its market value at the close of regular trading on Tuesday.

In a letter to the Talbots chairman, Gary M. Pfeiffer, Sycamore Partners, which already owns 9.9 percent of the company, began a takeover bid and raised concerns about the retailers’ weak sales, according to a filing late Tuesday with the Securities and Exchange Commission.

“Given the company’s rapidly deteriorating situation during the critical holiday shopping season, we believe expeditious action is needed to protect shareholders’ investment in Talbots,” wrote Stefan Kaluzny, the head of Sycamore. “As a result, we are prepared to acquire all of the remaining issued and outstanding shares of Talbots not owned by us or our affiliates at a price of $3 per share in cash.”

Shares of Talbots, which closed Tuesday at $1.56, jumped to $2.70 in after-hours trading. The company’s stock had dropped more than 80 percent this year amid disappointing sales figures. Earlier this year, the company said it would close about one-fifth of its approximately 550 stores. On Monday, the company announced the retirement of its chief executive, Trudy Sullivan, without naming a replacement.

Talbots, which is based in Hingham, Mass., said in a statement that its board would evaluate Sycamore’s proposal.

In his letter, Mr. Kaluzny said that he and his partners had met with Talbots management several weeks ago, but that the company had since rebuffed Sycamore’s efforts to discuss a potential transaction.

Sycamore, a new firm focused on retail and consumer companies, was started this year by Mr. Kaluzny, a former partner at the private equity firm Golden Gate Capital. Mr. Kaluzny is a well-known retail investor; before forming Sycamore, he played a lead role in Golden Gate’s acquistion of the jewelry chain Zales.

In his letter, Mr. Kaluzny said that Sycamore was among the few acquirers with the “relevant experience, skills, interest and capital to invest in a struggling apparel company such as Talbots.”

“We believe that Talbots has significant potential and remains a premier, storied brand,” Mr. Kaluzny wrote. “We also believe, however, that the steps necessary to maximize the value of Talbots’ assets will require more aggressive action than has been taken to date and which would be extremely difficult to execute while remaining a public company.”

It is unclear whether Sycamore’s unsolicited offer will result in its purchase of the company. A number of retail chains have watched private equity investors acquire minority stakes in their companies and then offer to buy them outright.

In some cases, the private equity firm has consummated a deal. Leonard Green & Partners first took a small stake in BJ’s Wholesale Club last year before acquiring it with another buyout firm in June for $2.8 billion.

But some investors have failed to execute a takeover. Earlier this year, Family Dollar rejected an offer from Trian, the fund run by the financier Nelson Peltz, after it took a large stake in the company.

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To: Glenn Petersen who wrote (2380)12/20/2011 11:10:28 AM
From: Glenn Petersen
   of 2636
While Talbots has rejected Sycamore's offer, it will explore "strategic alternatives." A sale is probably inevitable.

InPlay 9:02AM Talbots responded to the unsolicited proposal received on December 6, 2011 from Sycamore Partners to acquire all of Talbots outstanding shares of common stock at a price of $3.00 per share; Company to Explore Strategic Alternatives ( TLB) 2.65 : Co responded to the unsolicited proposal received on December 6, 2011 from Sycamore Partners to acquire all of Talbots outstanding shares of common stock at a price of $3.00 per share. In its response, the Company informed Sycamore Partners that it had considered and evaluated the terms of the proposed transaction and had concluded that the proposal was inadequate and substantially undervalues the Company. The Board of Directors of the Company has resolved to explore a full range of strategic alternatives to maximize value for Talbots stockholders. Pending that evaluation, the Company will continue to pursue its long range plan and continue its previously announced search for a successor President and Chief Executive Officer. Talbots has not set a definitive timetable for completion of its evaluation and the Company stated that there can be no assurance of any transaction as a result of its review. The Company does not intend to discuss the status of the evaluation or provide interim updates.

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To: Glenn Petersen who wrote (2305)12/22/2011 10:55:43 AM
From: Glenn Petersen
   of 2636
The deck just got reshuffled for Ram Energy:

Petrohawk Ex-CEO Leads $550 Million Deal for Ram Stake

By Jim Polson
Dec 22, 2011 9:25 AM CT

Former Petrohawk Energy Corp. head Floyd C. Wilson will become the chief executive officer of Ram Energy Resources Inc. after leading a $550 million purchase of a majority stake in the oil and natural-gas producer.

Wilson’s Halcon Resources LLC will buy $275 million of new shares, a $275 million note convertible to common stock and get warrants to buy another 110 million shares, G. Les Austin, Ram chief operating officer and chief financial officer said in an interview today. The deal is expected to close next quarter, Tulsa, Oklahoma-based Ram said in a statement today.

Wilson left Petrohawk after the $12.1 billion sale of the Houston-based company to BHP Billiton Ltd. in August. Ram said it will use the Halcon investment to accelerate drilling in the Mississippian oil play in Oklahoma. Halcon will get about 74 percent of Ram’s outstanding shares and the company’s name will change to Halcon Resources Corp.

“Floyd Wilson has an outstanding track record of successfully growing small-cap exploration and production companies such as Ram into value-rich large-cap enterprises,” Larry E. Lee, Ram co-founder and its current chairman and chief executive officer, said in today’s statement.

EnCap Investments LP, Liberty Holdings LLC and Mansefeldt Investment Corp. joined closely held Halcon in the investment, Ram said. Mitchell Energy Advisors represented Halcon and Jefferies & Co. advised Ram.

Jefferies was Ram’s largest shareholder with a 22 percent stake as of Sept. 30, according to data compiled by Bloomberg. Lee owned about 13 percent as of a Dec. 15 filing.

The announcement was made before regular trading began on U.S. markets. Ram rose 36 percent to $1.50 at 8:22 a.m. in New York. Before today, it had fallen 40 percent this year.

To contact the reporter on this story: Jim Polson in New York at

To contact the editor responsible for this story: Tina Davis at

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To: Glenn Petersen who wrote (2361)1/12/2012 5:24:52 PM
From: Glenn Petersen
1 Recommendation   of 2636
ChinaCast (stock symbol: CAST):

China Case Reveals Risks of Investing in a Foreign Company

New York Times
January 12, 2012, 4:13 pm

The management of the ChinaCast Education Corporation appears to have a novel response to board elections: ignore them.

A remarkable series of events unfolded over the last few days involving this Chinese company, a secondary education provider. When I wrote about ChinaCast in December, the company had accused Ned Sherwood, one of its directors and owner of 7 percent of ChinaCast’s shares, of insider trading and other misdeeds. ChinaCast was trying to push Mr. Sherwood off the board by refusing to nominate him for election at the company’s annual meeting.

Mr. Sherwood denied the charges and started a proxy campaign to elect three dissident directors, including himself, to the ChinaCast board.

ChinaCast is based in mainland China and has all of its assets there, but it is listed on the Nasdaq and organized under the laws of Delaware. Mr. Sherwood thus also sued in Delaware to force a postponement of the shareholder meeting from Dec. 21 to allow him time to run an election campaign for his slate of directors.

A Delaware judge, Vice Chancellor Donald F. Parsons Jr., agreed to postpone the meeting to Jan. 10. The vice chancellor found that ChinaCast’s disclosure omitted material information about the allegations against Mr. Sherwood, including that the Securities and Exchange Commission had decided not to pursue the matter.

The annual meeting, held Monday in Beijing, was apparently bizarre.

According to a complaint filed by Mr. Sherwood in the Delaware court, ChinaCast’s directors convened the meeting at 9 a.m. Scott Winter, a managing director with the proxy adviser Innisfree, represented Mr. Sherwood at the meeting and tried to nominate Mr. Sherwood’s slate. Antonio Sena, ChinaCast’s chief financial officer and the ostensible chairman of the meeting, stated that Mr. Winter’s nominations were improper under the company’s bylaws.

The mystery deepened after that. According to Mr. Sherwood’s complaint, an “unidentified attendee” then took over the role of meeting chairman, reiterated that Mr. Sherwood’s nominees were disqualified and summarily adjourned the meeting to the next day, stating that it was necessary for the company to clarify an institutional investor’s voting intentions. The new meeting chairman called the adjournment a “recess,” meaning that the postponement did not require the shareholders in attendance to consent.

A lawyer for ChinaCast, Mitchell S. Nussbaum of the law firm Loeb & Loeb, declined to comment on the identity of the new meeting chairman because the matter was the subject of pending litigation.

The meeting reconvened near midnight that same day, according to a person close to Mr. Sherwood. But when Mr. Winter and his colleagues arrived at ChinaCast’s headquarters, the building was locked and the lights in the lobby were off. They managed to enter through the garage. The company reopened the meeting, asked if anyone wanted to vote, closed the polls and ended the meeting. It all took less than five minutes.

IVS Associates, which is based in the United States, was hired as the official inspector of the election, but was instructed to ignore Mr. Sherwood’s nominees in certifying the official election results, said the person close to Mr. Sherwood, who spoke on condition of anonymity. However, if Mr. Sherwood and his two nominees were counted, they would win three seats on the board, this person said.

Mr. Nussbaum denied that IVS had been instructed to ignore those votes.

Mr. Sherwood amended his lawsuit against ChinaCast on Tuesday, seeking to have his nominees seated on the ChinaCast board. He was not immediately available to be reached for comment.

We have yet to hear any real public response from ChinaCast, including an announcement of the election results. ChinaCast said in a statement on Tuesday night that it would release the final results once IVS had compiled an official tally. Mr. Nussabaum said that the results were delayed because IVS was processing these votes in China and not because of any actions by ChinaCast. Still, it is unclear why there should be such a delay as these types of reports are typically released almost immediately after shareholder meetings.

ChinaCast’s only other statement this week was issued on Monday, accusing Mr. Sherwood of being in league with Fir Tree Partners, an asset manager based in the United States and owner of 11.1 percent of ChinaCast’s shares. Fir Tree has a contractual right to appoint one director to the ChinaCast board. In its release, ChinaCast accused Mr. Sherwood and Fir Tree of acting in concert. It asserted that Mr. Sherwood was really an appointee of Fir Tree’s and that this effort was really a disguised attempt to take over the company. In a separate statement, Fir Tree denied the allegations.

The reason ChinaCast made those accusations is likely twofold. First, if Mr. Sherwood is not Fir Tree’s designated nominee, then Fir Tree can nominate another director, which would give the dissidents a chance at four of seven board seats. Second, if Mr. Sherwood and Fir Tree are acting in concert, their actions are likely to constitute a violation of United States proxy rules because Fir Tree failed to join Mr. Sherwood’s proxy statement that put forth his three nominees. While ChinaCast’s argument has resonance because Mr. Sherwood had previously been such a designee, it appears that Fir Tree has withdrawn this designation. These claims are unlikely to prevail unless more facts emerge, but it appears that ChinaCast is going to argue the point, setting the stage for more litigation.

We thus wait for the IVS results, ChinaCast’s further response and the Delaware judge mediating this dispute to act.

If ChinaCast again loses in the Delaware courts, the question is, what will it do afterward? The Chinese company could simply refuse to honor the court’s order. It has no assets in the United States, so it could easily ignore any monetary fine. However, it is listed in the United States and is subject to S.E.C. supervision; such an act is likely to crater its stock price. The likelihood of such a response is low, but it appears that ChinaCast’s current management is going to fight this coup to the bitter end. Expect more maneuvering by all parti0es involved.

There is a wider lesson here. It is hard to know the real facts in this case given the murky nature and distance of the events, but whatever the truth is, investing in companies based in a foreign country is risky not only because the rule of law is weaker, but also because of cultural differences.

Foreign companies are not as familiar with United States practices and laws governing domestic corporations. They are sometimes more willing to push the envelope, either out of cultural inexperience or simple ignorance. ChinaCast itself appears to have been a bit behind the ball in getting good advice. It hired Mackenzie Partners, a top American proxy adviser, to represent it only after it lost the first ruling in Delaware. The distance and language barriers only exacerbate these problems.

Mr. Sherwood is willing to expend substantial sums of money to hire advisers to represent him in court and in Beijing. But other investors may not be so willing or wealthy. Instead, these investors might be burned when they find that things are different when they invest in companies based outside the United States.

Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the world of mergers and acquisitions.

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To: Glenn Petersen who wrote (2381)1/23/2012 2:24:34 PM
From: Glenn Petersen
   of 2636
Talbots puts itself on the block

By Greg Roumeliotis
Fri Jan 20, 2012 5:23pm EST

(Reuters) - Women's apparel chain Talbots Inc ( TLB.N) has started an auction to sell itself, two people familiar with the matter said on Friday, and its shares rose as much as 22 percent.

Talbots' advisor Perella Weinberg has started actively soliciting bids for the company as part of its exploration of strategic alternatives after Talbots turned down a $212 million buyout proposal from Sycamore Partners in December, the sources said. Sycamore, which already owns 9.9 percent of Talbots, had offered $3.00 per share, a $1.44 premium over Talbot's $1.56 share price at the time the offer was made.

On Friday, Talbots shares closed up 18.6 percent at $3.19 after reaching $3.29 earlier in the day.

Sycamore is headed by Stefan Kaluzny, a former managing director at Golden Gate Capital, another private equity firm that the sources said was mulling a bid for Talbots. Golden Gate bought the J. Jill brand from Talbots in 2009 for $75 million, a fraction of the $517 million Talbots had paid to buy it three years earlier.

"A mix of strategic and private equity buyers have been approached. The data room will open in the next few days followed by a two-stage auction. They should have an outcome by the end of the second quarter," one of the sources said.

Talbots did not respond to a request for comment but said in a statement that it would not comment on its share price. Golden Gate declined to comment.

Clothing retailers have proven to be tricky buys for private equity firms. J Crew Group Inc agreed to a $3 billion takeover offer from TPG Capital and Leonard Green & Partners in 2010 before the board was informed, leading to litigation and a shareholder class action settlement.

Talbots has been looking for a new chief executive to replace Trudy Sullivan, who unsuccessfully tried to revive the chain with new store formats, cost cuts and by chasing younger shoppers.

Sycamore was hoping to capture synergies in Talbots after it bought 51 percent of Limited Brands Inc's ( LTD.N) apparel sourcing division, Mast Global Fashions, in November.

(Reporting by Greg Roumeliotis in New York; Additional reporting by Ranjita Ganesan and Mihir Dalal in Bangalore; Editing by Roshni Menon)

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To: Glenn Petersen who wrote (2377)1/27/2012 11:28:22 AM
From: Glenn Petersen
   of 2636
In September 2011, Heckmann divested its bottled water business in China and reinvented itself as an oil service company.

Investing In Fracking Water Solution Providers

by: Alex B. Gray
Seeking Alpha
January 27, 2012

Hydraulic fracturing (or fracking) is not a new technology and has been used in the oil and gas industry since the 1940s. However, in recent years there has been a tremendous amount of scrutiny put on the process of fracking. This new focus resulted from the need to unlock vast reserves of oil and natural gas trapped in shale formations deep beneath the earth's surface. However, to unlock these deep shale reserves, water usage in the drilling process has increased dramatically.

According to Chesapeake Energy Corporation ( CHK) it takes on average 4.5 million gallons of water to drill a single horizontal deep shale oil or natural gas well using the traditional fracking process. All of that water must be hauled to the drill site and then the flowback, which is generally 20%, but can be as high as 50%, must be either treated on site or hauled away to be treated elsewhere. In addition to the usage of water, concerns regarding the chemicals mixed with the water and whether or not that is tainting drinking water have also become a heated topic of conversation.

The water handling business is very fragmented and is generally done by smaller local companies. However, one company that has become a pure play when it comes to providing water services in some of the nation's most prolific shale plays is Heckmann Corporation ( HEK). HEK provides a turnkey water solution for the fracking industry including sourcing, transport, storage, flowback and produced water treatment, disposal and well testing services. To support these services HEK owns and operates approximately 450 trucks and 425 trailers with an additional 300 new trucks on order. The company also owns 1,100 frac tanks that are available for lease, 24 permitted disposal wells, a disposal pipeline that will be 70 miles long when completed, a 40-mile-long fresh water pipeline and 200 miles of temporary piping. The company claims it has the largest LNG fleet in the United States and has 200 LNG-powered trucks hitting the road over the next several months.

While it is the handling of the fresh and flowback water that presents the immediate profit opportunity for HEK, it is the produced water over the life of the well that will keep a steady stream of revenue rolling into the company. This brine water is produced over the life of the well as it produces oil and gas and should provide a predictable and stable flow.

While Heckmann is the all in one solution, other companies are more specialized plays in the same market. Canadian company, Poseidon Concepts ( POOSF.PK), provides a fleet of modular tank systems on a lease basis to the oil and gas industry. The company leases the tank systems and also provides for the transport, set-up and teardown of the systems. The modular tank systems offer advantages over steel tanks and digging pits. The systems are much quicker to set up and use fewer truck loads than the steel tank systems and are more environmentally friendly and less invasive than the traditional digging of pits.

Poseidon is a focused on building its business in the unconventional oil and liquids-rich natural gas plays in the United States and Canada. This focus should help it avoid the impending decline in dry natural gas exploration. While Poseidon is currently a play on the onsite handling of fluids, management fully intends to continue expanding the company and become a more turnkey provider in the fracking fluids solutions and services industry. As an added bonus, the company currently pays a monthly dividend of $.09 per share giving the stock a yield of nearly 7%. The stock is up nearly 25% just since the beginning of the year and 44% from the middle of December.

With Poseidon providing the water storage, there is still a need to treat both the flowback and produced water at the well. Otherwise the water will need to be loaded in tankers and hauled away. One company that aims to solve this issue is Ecosphere Technologies, Inc. ( ESPH.OB). The company has a portfolio of patents and it is the company's patent for its Ozonix® Technology that may be the big winner.

In 2011 the company's wholly owned subsidiary, Ecosphere Energy Services, LLC, ( EES) signed a 16 unit $45 million contract with Hydrozonix, LLC. This contract transitioned EES from an oil and gas services company to a manufacturer of equipment and a licensor of the Ozonix® technology. The parent company expects to report revenue in excess of $20 million for 2011 and is continuing its effort to reduce outstanding debt. While the company has a very promising technology, the stock is not for the faint of heart. The company is not well capitalized and the technology, while in operation, is still in the early stages.

Getting the water to and from the drill site is still a major issue for many in the oil and gas industry as demand for tankers and those who drive them is outstripping the current supply in some areas. Struggling trucking company, Frozen Food Express Industries, Inc. ( FFEX) is hoping not only to fill this gap, but turnaround its own fate. Since late July of last year, the stock has plummeted 65% due to continued losses. The company has been working to streamline operations and reduce the average age of its fleet. Furthermore, in November 2011, the company announced that it would expand its presence in the lucrative frac water transportation business by increasing the total number of tank trailers to 40. The company estimates this expansion may add as much as $30 to $35 million in revenue and provide a significant margin contribution.

With a continued focus on streamlining and the addition of these high utilization services, prospects for the company and its stock price may just be headed higher. However, it is important to keep in mind that FFEX is still primarily a temperature-controlled, and to a lesser extent, a dry freight trucking company with total revenue approaching $400 million. Therefore, the addition of the tanker business should bring a welcomed boost. It will still need to execute on the primary business to please investors.

With the EPA now breathing down the industry's neck regarding water usage and contamination, alternative technologies such as the one used by GasFrac Energy Services Inc. ( GSFVF.PK) could greatly reduce the water requirement that the above companies currently service. GasFrac has developed a proprietary technology they have termed the Vantage™ LPG Fracturing Process (Vantage). Instead of using the typical fracturing fluids such as a mixture of water, sand and chemicals, the Vantage process uses gelled liquefied petroleum gas (LPG).

GasFrac believes its process has significant benefits over traditional hydraulic fracturing. One major advantage is the process requires no water, which results in less clean up and eliminates the waste water treatment issue of the flowback water. Also, while up to nearly half of the conventional fracking fluids can remain in the reservoir nearly 100% of the LPG can be recovered allowing the well to function more efficiently. Of course all good things come with some drawbacks. The cost of the Vantage process is more expensive up front on a per well basis than traditional fracking methods. However, the company claims those additional costs are offset on the back-end through increased production from the well. In addition, there are issues concerning the safe handling of a flammable substance like LPG. The company has addressed the safety issue through strict safety standards and the use of isolation systems to help prevent combustion in the case of a leak.

The technology using LPG in the fracking process is still relatively new, but seems to be gaining traction as the oil and gas industry is faced with increased scrutiny for the use of traditional fracking methods. The company's stock was punished in 2011 due in part to unfavorable spring drilling conditions. However, the signing of a new contract with Husky Energy, Inc. ( HUSKF.PK), a larger fleet and an increased presence in the United States may be just what the company needs to help it minimize the impact of the Canadian spring thaw going forward.

The recent decline in natural gas prices may put some pressure on these stocks as drillers start to back away from dry natural gas projects. However, in many cases, the capital is just being redirected to liquids-rich plays that also use hydraulic fracturing. As long as pricing for oil and natural gas liquids remains strong, any reduction in the use of fracking services due to low natural gas prices should be temporary.

Disclosure: I have no positions in any stocks mentioned, but may initiate a long position in GSFVF.PK, HEK over the next 72 hours.

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To: Glenn Petersen who wrote (2384)1/30/2012 11:03:55 AM
From: Glenn Petersen
   of 2636
Talbots Considers Sycamore’s Lifeline

New York Times
January 20, 2012, 10:39 am

Talbots may find a home with Sycamore Partners after all.

The troubled retail chain has agreed to open its books to the private equity firm, as it considers a possible sale, according to a filing disclosed on Monday. The move comes about one month after Talbots officially rebuffed a $212 million buyout bid by Sycamore, deeming it too low. On Dec. 20, the company said it was exploring its strategic options, effectively putting itself up for sale.

Those options now appear limited.

Amid deteriorating sales, Talbots seems to be warming to the idea of finally selling itself to Sycamore, one of its largest investors with a 9.9 percent stake. Talbots, according to the filing, will provide Sycamore with “certain confidential information regarding the business, operations, strategy and prospects.”

Founded in 1947, the Hingham, Mass.-based retailer carved a niche in the fashion industry, by offering classic pieces, like blouses and pencil skirts, for a mature clientele. But in recent years, the chain has fallen out of favor with fashion analysts, which have criticized the brand for its dowdy style and its failure to appeal to younger generations. The company has also struggled to reshuffle its management team. Last year, Talbots ousted its chief creative officer and announced the retirement of its chief executive, Trudy Sullivan. It has yet to announce replacements for those positions but it has hired Spencer Stuart to lead its C.E.O. search.

“As one of Talbots’ largest shareholders, we are concerned by the company’s rapidly deteriorating performance,” Stefan Kaluzny, a Sycamore managing director said in a letter to Talbots in December. “Nonetheless, we believe that Talbots has significant potential and remains a premier, storied brand.”

At the time of the letter, Sycamore offered $3 per share but said it was willing to consider upping its offer if it had access to more information.

Talbots has a strong presence in North America with some 551 stores in the United States and Canada. But its sales have been weak compared with many competitors, in an already challenging economic environment. It reported losses in the third and second quarter, recording a loss of $22.1 million, or 32 cents a share in the third quarter. With losses mounting, Sycamore has questioned its access to liquidity. As of December 2011, Talbots had used up more than half of a $200 million credit line.

Shares of Talbots were relatively flat in early trading on Monday.

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