| Icon Holdings Corp. | |||
| Proposed Ticker: | ICOH | 600 Mamaroneck Avenue | |
| Exchange: | NASDAQ-National Market | Harrison, NY 10528 | |
| Industry: | Service (SIC Code 7359) | (914) 698-0600 | |
| # of Employees: | 70 | ||
| Type of Shares: | Common Shares | Filing Date: | 10/24/97 | |
| U.S. Shares Filed: | 12,500,000 | Filing Range: | $8.00 - $10.00 | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $112,500,000 | |
| Primary Shares: | 12,500,000 | Expenses: | $750,000 | |
| Secondary Shares: | 0 | Shares Out After: | 16,611,276 |
| Manager | Tier | Phone |
| Friedman, Billings, Ramsey & Co., Inc. | Lead Manager | (703) 312-9571 |
| Issuer's Law Firm: | McDermott, Will & Emery |
| Bank's Law Firm: | Kirkland & Ellis |
| Auditor: | KPMG Peat Marwick |
| Registrar/Transfer Agent: | State Street Bank and Trust Company |
Dollar amounts in U.S. millions except for per share data | |||||
| 3 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 3/31/97 | 9/30/97 | 9/30/96 | 9/30/97 | ||
| Revenue: | $13.84 | $3.11 | $4.01 | Assets: | $11.12 |
| Net Income: | $1.02 | $0.18 | $0.58 | Curr Assets: | |
| EPS: | -$0.01 | Liabilities: | $9.51 | ||
| Prior EPS: | Curr Liabilities: | ||||
| Cash Flow/Oper: | Equity: | $1.61 | |||
| Cash Flow/Fin: | Cash: | $0.16 | |||
| Cash Flow/Inv: | |||||
| Business Description |
| The company is a specialty finance company engaged in equipment leasing and financing. The Company intends to use the proceeds of the Offering primarily to acquire, for its own benefit, "seasoned" large ticket leases through secondary market transactions, which it will hold for investment. The Company historically has made such acquisitions exclusively on behalf of limited partnerships (the "ICON Partnerships") managed by its ICON Capital subsidiary. Since August 1996, when current management assumed control, the Company has invested, or committed to invest, more than $207 million (as measured by gross purchase price) on behalf of the ICON Partnerships in transactions such as aircraft leased to Airbus Industrie, US Airways, Continental Airlines, and Federal Express; marine vessels leased to Occidental Petroleum and SEACOR-Smit; over-the-road-trailer equipment leased to WalMart, drilling rig equipment leased to Rowan Companies; and networking equipment leased to America Online and Mazda Motors of America. The Company historically has made such acquisitions on behalf of the ICON Partnerships primarily because it lacked the capital to do so for its own benefit. |
| Competition |
| The equipment leasing business is very competitive. In the market for large ticket equipment lease transactions, the Company competes with larger, more established companies, some of which may in the future determine that the secondary market for seasoned lease transactions is a market to which they wish to devote increased resources. Many of these companies may have a lower cost of funds than the Company, access to capital markets and other funding sources that may be unavailable to the Company, and extensive experience in identifying attractive investment opportunities in the leasing industry. In addition, this potential for increased competition for seasoned leases could hinder the Company's efforts to differentiate itself and to compete effectively. In the small-ticket leasing sector, the Company competes for customers with a number of national, regional and local finance companies, equipment manufacturers that finance the sale or lease of their products themselves, commercial lenders, and other traditional types of financial services companies. Such competitors may have competitive advantages, and such competition may make certain transactions less attractive to the Company and make securitizations more difficult to accomplish. The failure of the Company to compete in the markets in which it participates may have a material adverse effect on the Company. |
| Business Plan |
| The Company's strategy is to accumulate a portfolio of seasoned large ticket leases acquired in the secondary market, targeting highest total returns consistent with prudent risk management. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to acquire equipment subject to lease and financing transactions, to redeem 4,000,000 shares of common stock, to repay indebtedness and for general corporate purposes including but not limited to working capital. |
| Name of Shareholder | % Owned Before | % Owned After |
| Warrenton Capital Partners L.L.C. | 50.00% | 24.80% |
| Thomas W. Martin | 50.00% | 24.80% |
| Summit Asset Holding L.L.C. | 50.00% | 2.90% |
| Paul B. Weiss | 50.00% | 24.80% |
| Beaufort J.B. Clarke | 50.00% | 24.80% |
| Officer Name | Title | Age |
| Beaufort J.B.Clarke | Chairman of the Board, President and Chief Executive Officer | 51 |
| Gary N. Silverhardt | Chief Financial Officer and Treasurer | 37 |
| Thomas W. Martin | Executive Vice President and Director | 42 |
| Robert W. Kohlmeyer, Jr. | Senior Vice President | 36 |
| Allen V. Hirsch | Senior Vice President | 43 |
| John L. Lee | Senior Vice President, General Counsel and Secretary | 53 |
| Paul B. Weiss | Vice Chairman of the Board and Executive Vice President; President of ICON Leasing | 36 |