Integrated Rail and Resources Acquisition Corp. *

Integrated Rail and Resources Acquisition Corp. *

May 21, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Tar Sands Holdings II, LLC

ENTERPRISE VALUE: $20 million
ANTICIPATED SYMBOL: tbd 

Integrated Rail and Resources Acquisition Corp. proposes to combine with Tar Sands Holdings II, LLC.

Tar Sands Holding II, LLC is a privately held company established by Utah-based Endeavor Capital Group in 2013. As a cornerstone to the Company’s asset base, it controls key real estate and natural resource development rights in the Uintah Basin in Utah including permits for the processing and refining of certain natural resources. The Company has maintained but not operated these assets.

Cando Rail & Terminals is one of North America’s leading providers of specialized rail operating services and terminal infrastructure that allow industrial shippers to optimize their supply chains and connect to Class 1 railways by leveraging Cando’s operating capabilities and network of owned multi-purpose rail terminals. The company provides a wide range of rail services including short line operations, industrial switching, material handling, terminal & transload services, railcar staging, train assembly, and related services.


EXTENSION – 11/19/24 – LINK 

  • The SPAC approved the extension from November 15, 2024 to May 15, 2025.
    • 1,665,727 shares were redeemed.
    • $50K per month will be deposited into the trust account.

TRANSACTION

  • The company has an enterprise value of $20,000,000.
  • The common stock consideration is 800,000 shares valued at $10.00/Share, pursuant to the Rollover Agreement.

SPAC FUNDING

  • None are mentioned at this time.

LOCK-UP

  • Company
    • Not yet mentioned in the filings.
  • Sponsor
    • From the 424B4:
      • One year from the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days from the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Available Closing Date Cash being not less than $44,000,000


NOTABLE CONDITIONS TO TERMINATION

  • By either the Company or SPAC if the Effective Time shall not have occurred prior to December 31, 2024
  • On December 31, 2024, the Outside date was extended to May 15, 2025 – LINK

ADVISORS

  • Company
    • Holland & Hart is serving as legal counsel.
  • SPAC
    • Winston & Strawn LLP is serving as legal counsel.

EXTENSION – 2/14/24 – LINK 

  • The SPAC approved the extension from February 15, 2024 to November 15, 2024.
    • 4,573,860 shares were redeemed for $11.00/share
    • $50K per month will be deposited into the trust account.

EXTENSION – 8/11/23 – LINK 

  • The SPAC approved the extension from August 15, 2023 to September 15, 2023, the Company can extend its business combination deadline up to five times by one month each, until February 15, 2024, if requested by DHIP Natural Resources Investments, LLC, with Board approval.
    • 7,354,836 shares were redeemed for $10.83/share
    • $140K per month will be deposited into the trust account.

EXTENSION – 11/10/22 – LINK

  • On November 10, 2022, Integrated Rail and Resources Acquisition Corp. announced that at least five days prior to November 15, 2022, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline of three months (February 15, 2022), by contributing $0.10/share in trust.
  • This will be the first of the two three-month extensions allowed.
  • Accordingly, the Company determined to cancel its special meeting of stockholders that was scheduled for November 15, 2022, and to withdraw from consideration by the stockholders of the Company the proposals set forth in the Company’s Definitive Proxy Statement.

MANAGEMENT & BOARD


Executive Officers

Richard D. Bertel, 68
Chief Executive Officer, Chairman

Mr. Bertel is the Co-Founder, Chairman and Chief Executive Officer of RGPC. Before founding RGPC in 1986, he founded Trax Engineering & Associates, Inc., an internationally operating civil engineering consultancy specializing in heavy-haul railway projects. Clients and projects included state and federal Departments of Transportation, financial institutions seeking due diligence expertise, and foreign investment entities requiring professional review of railway privatization tenders in offshore companies. In addition, he has been involved in short line and regional start-ups, financial turnarounds, and transition management for both public and private railroad owners. Richard Bertel earned a bachelor’s degree in business administration from Texas Wesleyan University and an MBA in finance from Texas Christian University. He will also serve as Chairman of Integrated Rail and Resources Acquisition Corp.’s Board of Directors.


Mark A. Michel, 47
President and Chief Operating Officer, Vice Chairman

Mr. Michel is a Managing Partner at the DHIP Group where he leads the infrastructure line of business. He directs equity investments in high-quality infrastructure assets in the energy, transport and water/wastewater asset classes by custom tailoring financing solutions across a breadth of capital needs. Prior to joining DHIP Group in 2017, he was a Managing Director and Head of Project and Structured Finance at Drexel Hamilton, from 2016 to 2019, a full-service institutional investment banking and financial advisory firm. Prior to his time at Drexel Hamilton, he raised capital and worked to structure transactions at Corporate Capital Trust, a $6 billion Business Development Company (BDC) owned and operated by KKR & CNL. Prior to his career in financial services, he served in the White House and was the Navy’s Representative to the National Security Council in the White House Situation Room and was a member of the National Security Council staff. Prior to his White House service, he was a career naval officer achieving the rank of Commander and served in the United States Navy for more than 20 years focusing his service within Naval Special Warfare (SEALs) and the Special Operations and Intelligence Communities and held senior-level positions throughout the Intelligence Community and National Security establishment. He earned a bachelor’s degree in political science from Auburn University and an MBA in finance from the University of Miami Herbert School of Business. He will also serve as Vice-Chairman of Integrated Rail and Resources Acquisition Corp.’s Board of Directors.


Chris A. Bertel, 48
Senior Vice President and Chief Financial Officer

Mr. Bertel, a fifth-generation railroad executive with more than 20 years of experience, is the Executive Vice President Finance at RGPC. He leads strategic financial planning, direction of capital planning, budgeting and forecasting, compliance reporting, and analyzing potential M&A acquisitions and investment opportunities. He has established and oversees annual key performance indicators for RGPC’s companies and divisions to ensure appropriate financial and operations objectives are being met. He also RGPC’s relationships with commercial and investment banks with which RGPC interacts. He earned a bachelor’s degree in finance degree from Stephen F. Austin University and an MBA in finance from the University of North Texas.


Timothy J. Fisher, 42
Senior Vice President and Chief Acquisition Officer, Director

Mr. Fisher is a Managing Partner at the DHIP Group where he is responsible for originating and directing equity investments in a variety of infrastructure assets for the independent fund and alongside operating or co-investment partners. He also works to optimize the capital structure of portfolio companies and to develop new business for portfolio companies. Prior to forming DHIP, he was Managing Partner and Head of Investment Banking at Drexel Hamilton, where he worked from 2015 to 2020, a full-service institutional investment banking and financial advisory firm. He worked with a variety of private companies to provide capital solutions and assisted them with structuring and raising equity and debt financing from institutional investors for a variety of purposes including M&A, working capital, capital expenditures, and refinancing. He moved to the buy side as an assistant MLP portfolio manager at Parker Global Strategies in 2013, with his fund posting well above benchmark returns annually. In July 2014, he left to help a family office invest a proprietary pool of capital, raise outside capital and develop new business for lower middle market private companies in the oil and gas, transportation, and specialty finance sectors. He was a U.S. Army Artillery Officer, serving three tours in Iraq where he earned two Bronze Stars and an Army Commendation Medal with V-Device. He is a graduate of the U.S. Military Academy (West Point) and earned an MBA from the New York University Stern School of Business.


Robert L. Bach, 73
Senior Vice President and General Counsel

Mr. Bach is the President and Chief Operating Officer at RGPC. He joined RGPC as its President in 2011. Prior to RGPC, he spent 30 years in private practice with a law firm in Minneapolis. During his career, he developed extensive expertise in the legal and business issues confronting short line railroads, which provides him with a broad understanding of the role of short line railroads in commerce, and the related advantages the industry provides to its customers. He earned a bachelor’s degree from the University of Iowa and a JD from the University of Minnesota Law School.


Mark W. Hemphill, 62
Vice President, Infrastructure Analysis

Mr. Hemphill is Senior Vice President for Project Development at RGPC. Since August 2019 he has led RGPC’s development of greenfield railways and strategic acquisition of railways, and other major projects that require integrated commercial, regulatory, engineering, and construction planning and execution. His railroad career has focused on management, integration, and execution of cross-discipline programs including directing, from Baghdad (from February 2005 to August 2006), the U.S. government’s $250 million reconstruction of the Iraqi Republic Railways following the Iraq War, and 13 years (from September 2006 through July 2019) leading the Railway Consulting Group for HDR, Inc., a 12,000 employee consulting engineering and scientific company. His clients for strategic initiatives at HDR included BNSF Railway, Canadian National Railway, CSX Transportation, Ferromex, Union Pacific Railroad, Sumitomo, and the Kingdoms of Bahrain and Saudi Arabia, for projects in North and South America, Australia, and the Middle East. He earned a bachelor’s degree magna cum laude from the University of Colorado and a master’s degree in history from the University of Illinois at Urbana-Champaign.


Michael Haeg, 66
Vice President, Commercial Analysis

Mr. Haeg is the Vice President for Marketing and Sales at RGPC and has been with the company since 2012. He leads commercial planning, customer relationships and marketing strategies at RGPC. Following a management position at Union Pacific Railroad in grain marketing, he began his short line railroad career with KYLE Railways Inc., as its first Vice President for marketing and sales. He continued with that specific role during StatesRail LLC’s acquisition of KYLE Railways and the eventual acquisition of StatesRail LLC by publicly traded RailAmerica. He is also a member of the Surface Transportation Board Grain Car Counsel and a member of Union Pacific Railroad’s Short Line Advisory Group. He earned a bachelor’s degree from St. John’s University (Minn.) and a master’s degree in international management from the American Graduate School of International Management.


Board of Directors

Nathan Asplund, 57 [Resigned 3/1/22]
Director

Mr. Asplund currently serves as Partner and President of the Columbia Strategic Consulting Group, LLC, which delivers critical advocacy and coordination expertise in order to finance and construct vital infrastructure projects. He joined the Columbia Group in 2021 after serving as President of two regional railroads in the United States: The Red River Valley & Western Railroad from 2015 to 2017, serving 500 plus miles between North Dakota and Minnesota, and Florida East Coast Railway from 2018 to 2021, the highest volume regional railroad in the U.S. His career also includes roles at BNSF Railway from 2007 to 2015, where he successfully led both Public Private Partnerships and the Mexico Business Unit. In addition to railroading, he achieved several international and domestic oil and gas development initiatives for Crowley Maritime Corporation. He was most recently the Chairman of the Railroad-Shipper Transportation Advisory Council (RSTAC), a public advisory committee and part of the Surface Transportation Board. He earned a bachelor’s degree in agricultural economics from Washington State University and a master’s degree in economics with an agribusiness specialty from The Ohio State University.


Rollin D. Bredenberg, 76
Director

Mr. Bredenberg is an independent consultant in railroad operations where he advises the Federal Railroad Administration in Positive Train Control (PTC) interoperability requirements and the Amtrak Metrics and Standards rulemaking. Prior to his career in railroad operations consulting, he served in various roles for over 20 years as the Vice President of Capacity Planning and Operations Research at BNSF Railway. While at BNSF, he researched line capacity planning, terminal capacity planning and operations for BNSF. He also served as the Vice President of Service Design and Performance, the Vice President of Operations South and the Vice President of Transportation at BNSF Railway. He also has served as the Chairman of the Board of Operations at the Port Terminal Railroad Association in Houston, Texas. Mr. Bredenberg was a member of the Advisory Board at the Texas A&M Transportation Institute. He earned a bachelor’s degree from Northwestern University and is a graduate of the Harvard Business School for an Advanced Management Program.


Brian M. Feldott, 46
Director

Mr. Feldott will serve as the Chairman of the Audit Committee. Brian is currently the Chief Financial Officer at East Shore Investments and has been in that role since 2019. He is a subject matter expert in corporate finance, treasury operations and accounting. He has excelled at building relationships with investor and bank groups as well as developing cross functional corporate teams to achieve success and maximize value while minimizing risk. He gained his experience over two decades in corporate finance, treasury, tax and public accounting within large international public companies, including Newfield Exploration Company and Newpark Resources Inc. from 2010 to 2019. As treasurer at Newfield, he was responsible for tax, corporate finance, treasury, and risk management. He was responsible for negotiating and raising $2 billion in unsecured capital and he led a tax saving initiative resulting in nearly $50 million of benefits for Newfield. As the finance integration team leader during the Encana merger, he led the integration for all finance functions from Newfield and played a significant role in the successful transition of finance functions and related operations. Before joining Newfield, Brian served as the Treasurer and Director of Investor Relations for Newpark, an international oil field services company. While at Newpark from 2010 to 2017, he enhanced the global treasury function by centralizing the operations and enhancing the capital structure, this included the issuance of convertible bonds and multiple credit facilities. In addition, his investor relations work resulted in the company gaining Tier-1 analyst coverage for the first time in company history. Prior to that, he served as Senior Director of Tax and Treasury for ExpressJet Airlines. While at ExpressJet, he helped lead the successful spin-off of the company from Continental Airlines and developed the company’s accounting, treasury and tax departments as well as the financing of a fleet of 274 aircraft. Brian is a Certified Public Accountant in the state of Texas. He earned a bachelor’s degree in economics from the University of Texas, an MBA in finance from the University of Houston and a master’s of legal studies in oil, gas and energy law from the University of Oklahoma.


Edmund Underwood, Jr., 67
Director

Mr. Underwood serves as President of Avsurance Corporation and has since 1991 and the Vice President of Risk Management at Avfuel Corporation and has since 1995. Prior to his time at Avsurance and Avfuel, he served as the President of The Underwood Group. Prior to Underwood Group, he was the Vice President of The Rockwood Company. He is a Chartered Property Casualty Underwriter, a Certified Insurance Counselor, a licensed property casualty agent in all 50 states and a licensed risk manager in the state of Texas. He has been a Lloyds of London Broker specializing in the Aviation, Rail and Transportation Industries. He earned a bachelor’s degree from Colby College.


Troy O. Welch, — [Appointed 3/4/22]
Director

TBD