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Breeze Holdings Acquisition Corp. *

Breeze Holdings Acquisition Corp. *

Oct 27, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: YD Biopharma Holdings Limited

ENTERPRISE VALUE: $694 million
ANTICIPATED SYMBOL: tbd

Breeze Holdings Acquisition Corp. proposes to combine with YD Biopharma Holdings Limited.

YD Biopharma Limited is a clinical-stage biopharmaceutical company focusing on cancer prevention medical diagnostics and the development of exosome-based therapeutics with the potential to transform the treatment of a wide spectrum of diseases with high unmet medical need. Through continuous effort and innovation, the Company has also become a recognized supplier of clinical trial drugs and has begun developing and supplying post-market auxiliary products.

EXTENSION – 12/30/24 – LINK

  • The SPAC approved the extension from December 26, 2024 to June 26, 2025.
    • 621,609 shares were redeemed.
    • $0.035/share per month will be deposited into the trust account.

TRANSACTION

  • Assuming no redemptions, the combined company will have an estimated post-transaction enterprise value of $694 million, consisting of an estimated equity value of $715 million, $21.0 million in cash and no debt.
  • YD Biopharma intends to use the proceeds from the transaction to expand production and continue development, approval and launch of new technologies.
  • The Business Combination is expected to close by early 2025.

breeze

SPAC FUNDING

  • The parties anticipate $15 million in new capital.

LOCK-UP

  • Company and Sponsor
    • 8 months from the Closing Date unless the earlier of the following restrictions:
      • 10% beginning on the four-month anniversary if the share price equals or exceeds $12.50 for 20/30 trading days.
      • 10% beginning on the four-month anniversary if the share price equals or exceeds $15.00 for 20/30 trading days.

NOTABLE CONDITIONS TO CLOSING

  • The SPAC must have at least $5,000,001 in net tangible assets following the Closing.

NOTABLE CONDITIONS TO TERMINATION

  • By either Breeze or YD Biopharma if the Business Combination is not consummated by April 30, 2025 (which date may be extended by mutual agreement of the parties to the Merger Agreement).
  • Termination Fee
    • If Breeze validly terminates the Merger Agreement, YD Biopharma will pay Breeze a fee equal to the trust extension payments made by on behalf of Breeze to the trust in connection with the Business Combination of up to $150,000.

ADVISORS

  • Company
    • ArentFox Schiff LLP and Ogier are acting as legal advisors to YD Biopharma.
  • SPAC
    • I-Bankers Securities, Inc. is acting as financial advisor to Breeze Holdings.
    • Woolery & Co. PLLC is acting as legal advisor to Breeze Holdings.

The below-announced combination was terminated on 8/9/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: True Velocity, Inc. [Terminated]

ENTERPRISE VALUE: $1.21 billion
ANTICIPATED SYMBOL: tbd

Breeze Holdings Acquisition Corp. proposes to combine with True Velocity, Inc.

Founded in 2012, True Velocity is delivering real innovation to the ammunition industry through proprietary processes, superior services, and unmatched products. True Velocity’s composite cartridges are a step toward the future of national defense, self-defense, hunting, and sport shooting and are a critical component of force modernization for defense agencies worldwide. Approximately 30 percent lighter than traditional brass-cased cartridges, True Velocity’s composite-cased ammunition provides significant shipping and logistical cost savings, while also delivering improved accuracy, enhanced efficiency, unprecedented consistency, and reduced supply chain risk. With approximately 300 patents pending or issued on its products, technology, and manufacturing processes.

EXTENSION – 6/27/24 – LINK

  • The SPAC approved the extension from June 26, 2024 to December 26, 2024.
    • 265,564 shares were redeemed.
    • $0.035/share per month will be deposited into the trust account.

EXTENSION – 9/26/23 – LINK

  • The SPAC approved the extension from September 26, 2023 to June 26, 2024.
    • 21,208 shares were redeemed.
    • $0.035/share per month will be deposited into the trust account.

EXTENSION – 3/28/23 – LINK

  • The SPAC approved the extension from March 26, 2023 to April 26, 2023, which may be extended on a monthly basis up to September 26, 2023.
    • 509,712 shares were redeemed.
    • $0.035/share per month will be deposited into the trust account.

TRANSACTION

  • Assuming no redemptions, the combined company will have an estimated post-transaction enterprise value of $1.21 billion, consisting of an estimated equity value of $1.24 billion, $76.8 million in cash and $50.0 million in debt. Cash proceeds raised will consist of Breeze Holdings’ $17.7 million cash in trust (before redemptions and payment of any transaction expenses) and $100 million in anticipated new capital, expected to be split between debt and equity.
  • True Velocity intends to use the proceeds from the transaction to facilitate expansion into new markets and distribution channels, increase manufacturing capacity to 50-60 million rounds in 2023, and fund general corporate and marketing expenses associated with its anticipated growth plans.
  • It is expected to close in the first quarter of 2023

breeze overview

SPAC FUNDING

  • The Merger Agreement contemplates that TV Ammo may enter into agreements to raise capital prior to the Closing of the Business Combination for aggregate gross proceeds of up to $100,000,000

EARNOUT

  • The number of Earnout Shares will be equal to the product of (a) 15% and (b) the amount by which 118,523,456 exceeds the number of shares of Breeze Common Stock issuable upon the exercise or conversion of securities issued by TV Ammo in permitted financings after the date of the Merger Agreement and prior to the Closing.
    • The Earnout Shares will be issued at the Closing and subject to forfeiture
    • The Shares will vest for 3 years after Closing
      • One-half of the Earnout Shares shall become fully vested and no longer subject to forfeiture if the combined company’s common stock achieves a daily volume weighted average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive trading day period (“Milestone Event I”).
      • The other half of the Earnout Shares will become fully vested and no longer subject to forfeiture if, during the Milestone Event Period, the combined company’s common stock achieves a daily volume weighted average market price of at least $15 per share for a similar number of days (“Milestone Event II”).
      • The 30 consecutive trading day periods used to satisfy Milestone Event I and Milestone Event II may not overlap; if both Milestone Event I and Milestone Event II would be satisfied using the same 30 consecutive trading day period, Milestone Event II will be deemed satisfied and the threshold market price to achieve Milestone Event I shall be increased to $13.50.
    • Any Earnout Shares that remain unvested at the end of the Milestone Event Period will be forfeited.

SPONSOR FORFEITURE

  • The Sponsor has agreed to forfeit up to 20% of the aggregate amount of Breeze Common Stock held by it if, within six months following the Closing, the sum of Breeze’s cash on hand at the Closing, plus the funds requested or received under Breeze’s at-the-market facility (or other similar equity or hybrid equity-based instrument or facility) at or prior to that date is less than $50,000,000.

LOCK-UP

  • Company and Sponsor
    • 8 months following the Closing Date subject to early release for:
      • (a) 10% of their shares if the daily VWAP of True Velocity Common Stock for any 20 trading days within any 30 consecutive trading day period beginning on the four-month anniversary of the Closing exceeds $12.50 per share, and
      • (b) an additional 10% of their shares if the daily VWAP of True Velocity Common Stock for any 20 trading days within any 30 consecutive trading day period beginning on the four-month anniversary of the Closing exceeds $15.00 per share.

NOTABLE CONDITIONS TO CLOSING

  • Breeze having cash on hand (inclusive of proceeds from certain permitted financings) of at least $30,000,000
  • If Breeze’s cash on hand is less than $30,000,000,
    • (a) after the Breeze stockholder meeting to approve the Business Combination, Breeze may sell additional shares of Breeze Common Stock to investors for not less than $10.00 per share, and
    • (b) after the deadline for Breeze stockholders to elect to redeem their Breeze Common Stock in connection with the Business Combination, Breeze may, with the consent of TV Ammo, enter into agreements incentivizing redeeming stockholders to unwind their election to redeem.
  • The Sponsor has agreed to forfeit up to 20% of its shares of Breeze Common Stock to allow Breeze to offer shares in connection with any such incentive agreements.

NOTABLE CONDITIONS TO TERMINATION

  • By either Breeze or TV Ammo if the Business Combination is not consummated by April 28, 2023, provided the failure to close by such date is not due to a breach by the terminating party
  • On 2/21/24, the Outside Date was extended to March 15, 2024 – Link

Termination Fee

  • TV Ammo will pay Breeze a fee equal to the actual documented expenses incurred by Breeze in connection with the Business Combination of up to $1,000,000.

ADVISORS

  • Stout Capital, LLC is acting as financial advisor to True Velocity.
  • IB Capital LLC is acting as M&A advisor to True Velocity.
  • Lathrop GPM LLP and Shearman & Sterling LLP are acting as legal advisors to True Velocity.
  • I-Bankers Securities, Inc. is acting as financial advisor to Breeze Holdings.
  • ArentFox Schiff LLP and Woolery & Co. PLLC are acting as legal advisors to Breeze Holdings.
  • Marshall & Stevens Transaction Advisory Services LLC is acting as the fairness opinion provider to the board of directors of Breeze Holdings.

The below-announced combination was terminated on 8/12/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: D-Orbit S.p.A. [Terminated]

ENTERPRISE VALUE: $419 million
ANTICIPATED SYMBOL: DOBT

Breeze Holdings Acquisition Corp. proposes to combine with D-Orbit S.p.A., an Italy-based and market-leading space logistics and transportation company.

Founded in 2011, before the dawn of the New Space economy, D-Orbit is one of the first companies addressing the logistics needs of the space industry, including delivering an innovative space debris solution to market. ION Satellite Carrier, for example, is a space vehicle that can transport satellites in-orbit and release them individually into distinct orbital slots, significantly reducing the time from launch to operations and the launch costs of an entire satellite constellation. ION can also accommodate multiple third-party payloads like innovative technologies developed by startups, experiments from research entities and instruments from traditional space companies requiring a test in-orbit.

EXTENSION – 9/15/22 – LINK

  • The SPAC approved the extension from September 26, 2022, monthly for up to six additional months at the election of the Company, ultimately until as late as March 26, 2023.
    • 3,076,817 shares of the Company’s common stock were redeemed (the “Redemption”)
    • In total, 85.303% of the shares have been redeemed at both extension meetings

SUBSEQUENT EVENT – 8/1/22 – LINK

  • Prior to the execution of the Combination Agreement, on January 25, 2022, Breeze, Holdco and D-Orbit entered into a securities purchase agreement with an entity managed by ATW Partners, LLC, pursuant to which the Debenture Investor agreed to purchase on the Closing Date an aggregate principal amount of $30,000,000 of Holdco’s Original Issue Discount Convertible Debentures due four years from their date of issuance.
  • On July 28, 2022, the parties to the Securities Purchase Agreement entered into a Termination of Securities Purchase Agreement which terminated the Securities Purchase Agreement, effective as of July 28, 2022.
  • In connection with the termination, the Debenture Investor refunded to D-Orbit a portion of a commitment fee previously paid by D-Orbit to the Debenture Investor.

EXTENSION – 5/5/22 – LINK

  • The company’s stockholders voted to approve proposals at a Special Meeting of Stockholders extending the date by which the company has to consummate a business combination from May 25, 2022, to September 26, 2022.

EXTENSION – 2/22/22 – LINK

  • The company extended the time to complete a business combination from February 25, 2022, to May 25, 2022.
    • The Sponsor deposited $1,150,000 into the trust account for the extension, $0.10/Share

EXTENSION – 11/22/21 – LINK

  • The company extended the time to complete a business combination from November 25, 2021, to February 25, 2022.
    • The Sponsor deposited $1,150,000 into the trust account for the extension, $0.10/Share

TRANSACTION

  • It is expected to close in the second or third quarter of 2022, subject to the satisfaction of customary closing conditions, including certain governmental approvals and the approval of the shareholders of Breeze Holdings and the contribution of the D-Orbit shares by the D-Orbit shareholders.
  • The transaction is expected to deliver up to $185 million (€163 million) in cash at closing, which includes a $29 million (€25 million) binding convertible debt financing provided by ATW Partners.
  • D-Orbit intends to use the proceeds from the transaction to accelerate investments in its ION Satellite Carrier, Advanced Services and space cloud infrastructure capabilities and In-Orbit Servicing (IOS) solutions, build out its bench of talent to support the development of new technologies and drive expansion into new space segments.

dortbit

PIPE

  • 550,000 newly issued Holdco Shares for gross proceeds of approximately $5.5 million.
    • Purchase price of $10.00 per Share

LOCK-UP

Company and Sponsor

  • One year after the Closing date
  • 10% of the shares will un-lock after 180-days for certain shareholders
    • The lock-ups include certain exceptions for permitted transfers to allow
      • (x) each shareholder subject to the lock-up to transfer up to ten percent (10%) of such shareholder’s Holdco Shares after 180 days, and trading for $12.50 for 20/30 trading days.
      • (y) each Existing Company Shareholder to transfer a number of Holdco Shares equal to the number of Holdco Shares such Existing Company Shareholder subscribes for (up to an aggregate limit of 4,800,000 Holdco Shares for all participating Existing Company Shareholders); and
      • (z) each of the two founders of D-Orbit to transfer up to 250,000 of such founder’s Holdco Shares.

ANCILLARY FINANCINGS

Convertible Debenture Financing

  • Securities purchase agreement with an entity managed by ATW Partners, LLC, pursuant to which the Debenture Investor agreed to purchase an aggregate principal amount of $30,000,000 of Holdco’s Original Issue Discount Convertible Debentures due four years from their date of issuance with net proceeds of $29,126,214.
    • The Debentures will have an interest rate of 2.75% over the prime rate established by the Wall Street Journal.
    • The Debentures will be convertible, in whole or in part at the election of the holder, into Holdco Shares at a conversion price of $12.00 per share.
    • Prior to the maturity date of the Debentures, Holdco may prepay all or any portion of the Debentures, upon sixty (60) business days’ written notice, for 110% of the total outstanding balance of the Debentures being redeemed.
    • Holdco may force conversion of all or any portion of the Debentures after the later of:
      • (i) the Effective Date
      • (ii) the first anniversary of the Closing Date, subject to the Debenture Investor’s prior right to convert its Debenture, if the trading price of the Holdco Shares exceeds 130% of the Conversion Price during 20 out of the preceding 30 trading days and the 30-day average daily trading volume ending on, and including, the last trading day of such 30-trading day period exceeds $2,000,000.
        • In the event of a prepayment or forced conversion of the Debentures, Holdco will be obligated to issue additional Debenture Investor Warrants exercisable at 130% of the Conversion Price for 25% of the principal amount of the Debentures being prepaid or subject to conversion, divided by the Conversion Price.
    • Holdco may at its election pay any interest payments on the Debentures in the form of Holdco Shares pursuant to and in accordance with the terms of the Debentures.

Callable Warrants and Shares

  • Warrants to purchase 2,400,000 Holdco Shares to the Debenture Investor and callable warrants to an affiliate of the Debenture Investor to acquire up to 12,000,000 Holdco Shares.
    • The Warrants will be initially exercisable after the issuance date at an exercise price equal to $12.50 per Holdco Share
    • The Warrants will terminate seven and one-half years after the initial exercise date.
    • The Warrants will also include anti-dilution protection on the price and the number of shares issuable with respect to future equity offerings by Holdco.
    • The Warrants will also include customary cashless exercise or net exercise provisions, which may be exercised if the underlying Holdco Shares are not subject to an effective registration statement at the time of exercise.
  • The Callable Warrants will be callable by Holdco after the Effective Date if:
      • (i) the simple average of the volume-weighted average price per Holdco Share for each of five consecutive trading days prior to such call date exceeds $5.00
      • (ii) the average trading volume for the three-trading day period prior to such call date exceeds 50,000 Holdco Shares.
    • Each call notice will be for an amount of Callable Shares equal to the lesser of 10,000,000 Callable Shares and 15% of the daily trading volume of the Holdco Shares and subject to certain beneficial ownership limitations.
    • The call exercise price for Holdco shall be an amount equal to 95% of the volume-weighted average price of the Holdco Shares for the two-day period following the call notice.
    • The Callable Warrants may be exercised after the issuance date at an exercise price equal to $30.00 per Callable Share.
    • The Callable Warrants will terminate three years after the Closing Date unless earlier terminated by Holdco after providing five trading days’ advance notice to the Callable Warrant Holder.
    • The Callable Warrants will not include cashless exercise or net exercise provisions.

D-Orbit Bond Financing

  • Convertible Bondholders purchased Convertible Bonds from D-Orbit in exchange for approximately $59 million (€51.5 million).
  • The Convertible Bonds will convert into D-Orbit Shares immediately prior to the Exchange
  • The Holdco Shares received by the Converted Company Shareholders will be included in the Holdco Shares registered for resale pursuant to the Investor Registration Rights Agreement.

NOTABLE CONDITIONS TO CLOSING

  • The Minimum Cash Amount equaling no less than $94,000,000

NOTABLE CONDITIONS TO TERMINATION

  • Under certain circumstances, if, prior to the Breeze stockholders meeting Breeze or D-Orbit terminates the Combination Agreement due to a knowing and intentional breach by the other, the terminating party will be entitled to receive from the party that breached a termination fee of $10 million, in the case of a breach by D-Orbit, or $3 million, in the case of a breach by Breeze.
  • Outside Date: 9/27/2022

ADVISORS

  • J.P. Morgan Securities PLC is acting as financial advisor to D-Orbit.
  • K&L Gates LLP is acting as legal advisor to D-Orbit in the U.S. and Italy, and Arendt & Medernach SA is acting as legal advisor to Holdco in Luxembourg.
  • I-Bankers Securities, Inc. is acting as financial advisor to Breeze Holdings and acted as lead placement agent on the PIPE.
  • Woolery & Co. PLLC and Schiff Hardin LLP are acting as legal advisors to Breeze Holdings.

MANAGEMENT & BOARD

Executive Officers

J. Douglas Ramsey, Ph.D., 60
Chairman, Chief Executive Officer and Chief Financial Officer

Dr. Ramsey was the President and Chief Financial Officer of Saddle Operating and served in that role from May 2014 until February 2019. Prior to joining Saddle Operating, Dr. Ramsey served as the Director of Strategic Planning and Special Projects of EXCO from June 2013 until April 2014, Vice President – Finance and Special Assistant to the Chairman of EXCO Resources from August 2009 until May 2013 and as Treasurer of EXCO Resources from December 1997 until May 2013. From December 1997 until July 2009, Dr. Ramsey served as EXCO Resources’ Chief Financial Officer during which time EXCO Resources completed over 160 transactions and its assets grew from $3 million to over $6 billion with over 15,000 wells and more than 1,400 employees and contractors. Dr. Ramsey also played a key role in EXCO Resources’ $698 million IPO in February 2006 after EXCO Resources had gone private in July 2003. Other key financing transactions in which Dr. Ramsey was involved included a $2 billion mandatory convertible preferred stock offering, a $2.4 billion line of credit with 34 banks in the syndicate, and two bond offerings totaling $750 million. Dr. Ramsey also served as a director of EXCO Resources from March 1998 until July 2003. From March 1992 until December 1997, Dr. Ramsey worked for Coda Energy as the Financial Analyst and Assistant to the President and then as the Financial Planning Manager. Dr. Ramsey also taught finance at various universities including Southern Methodist University in its undergraduate and professional MBA programs and Baylor University in its Executive MBA program. Dr. Ramsey was named the 1996 Distinguished Alumnus of the College of Business Administration at Cal Poly Pomona. Dr. Ramsey earned his BS in Finance from Cal Poly Pomona, an MBA from the University of Chicago Booth School of Business and an MA and Ph.D. in Business and Financial Economics from the Claremont Graduate University.

Russell D. Griffin, 56
President and Director

Mr. Griffin was the Chief Operating Officer of Saddle Operating and served in that role from November 2015 until June 2019. Prior to joining Saddle Operating, Mr. Griffin served as the Vice President of Environmental, Health and Safety of EXCO Resources from June 2010 until November 2015, and as the Vice President of Environmental, Health and Safety of TGGT Holdings, an independent midstream oil and gas company, from 2012 until 2013. Prior to joining EXCO Resources, Mr. Griffin was the Senior Regulatory Representative for Hunt Oil Company, an independent international oil and natural gas company, from August 2005 until January 2008 and held positions in exploration and production operations from August 1984 until August 2005. His areas of expertise include onshore U.S conventional and non-conventional, offshore Gulf of Mexico Outer Continental Shelf (OCS) as well as State waters of both Louisiana and Texas. Mr. Griffin has also led or participated in multiple acquisitions and divestitures, both domestic and international. He is a member of the American Association of Drilling Engineers, Society of Petroleum Engineers and American Association of Safety Professionals. Mr. Griffin received his BS degree in Petroleum Engineering Technology and an AS degree in Safety Management from Nicholls State University.

Charles C. Ross, P.E., 63
Chief Operating Officer

Mr. Ross was the Vice President of Regulatory Affairs and EHS of Saddle Operating and served in that role from December 2015 until June 2019. In January 2010 until December 2013, Mr. Ross was the Director of Regulatory Affairs of TGGT Midstream. In August 2012, Mr. Ross was named Director of Regulatory Affairs for EXCO Resources, as well, until November 2015. Mr. Ross began his career in 1982 working for the Railroad Commission of Texas Oil and Gas Division as a New Field Discovery Examiner. Mr. Ross continued working for the RRC for 27 more years in various positions including Engineering Supervisor of the Underground Injection Control Section, District Engineer, Assistant District Director, and Director of Field Operations. As Director of Field Operations, Mr. Ross oversaw nine district offices and 247 employees. Mr. Ross is an expert witness at Railroad Commission hearings, civil trials, legislative committee meetings, and legislative hearings on various issues related to oil and gas regulatory and technical matters. Mr. Ross has been a registered Professional Engineer (Petroleum) since 1988, and currently serves as the Chair of the TIPRO (Texas Independent Producers and Royalty Association) Regulatory Committee. Mr. Ross received his BS in Architectural Engineering and a BS in Petroleum Engineering both from the University of Texas at Austin.

 

Board of Directors

James L. Williams, — [Appointed 8/12/22]
Independent Director

TBD

Dan Hunt, 43 [Resigned 8/10/22]
Independent Director

Mr. Hunt has served as the President of FC Dallas since 2014. He also serves as a member of MLS’ Board of Governors and the league’s Business Ventures Committee. Mr. Hunt spent years working on the design and construction of Toyota Stadium and Toyota Soccer Center with his late father and American sports icon, Lamar Hunt. Since the venue’s opening in 2005, Mr. Hunt has used the venue to help establish FC Dallas as the leader in youth development in North America. Toyota Soccer Complex, a 145-acre facility complete with 17 professional-grade soccer fields, has quickly become one the most rewarding stadium designs in professional sports. Rated as one of only two five-star facilities by the 2011 U.S. Soccer Development Academy Rankings, Toyota Soccer Center has helped FC Dallas sign an MLS-record 25 Homegrown players in 10 years. Mr. Hunt also oversaw the $58 million construction of the National Soccer Hall of Fame in the south end of Toyota Stadium. The project included more than 70-thousand square feet of renovated space, new locker rooms, premium seats, a private club and the National Soccer Hall of Fame Experience. In May 2017, Mr. Hunt, along with his brother Clark, ESPN and the City of Frisco officially announced that the newly-relocated Frisco Bowl (previously known as Miami Beach Bowl) would call Toyota Stadium home starting on December 20, 2017 at Toyota Stadium. Outside of his responsibilities with FC Dallas, Mr. Hunt is involved in the Hunt family’s long-standing interest in the NFL’s Kansas City Chiefs. Mr. Hunt began his business career as Vice President of New Business Development for Gemini Voice Solutions in New York City, a provider of voice-over internet protocol for home-to-home calling in the United States.

Albert S. McLelland, 61
Independent Director

Mr. McLelland is currently CEO of Spout Analytics since January 2020. In this role, Mr. McLelland is responsible for all aspects of this digital transformation company. Prior to Spout Analytics, Mr. McLelland served as Managing Director Asia and Chief Executive Officer of Hover Energy LLC and its related companies from April 2014 until July 2019. Since March 2001 to present, Mr. McLelland has served as Managing Director of the AmPac Capital Group. From November 1998 until March 2002, Mr. McLelland was the Director of the Chairman’s Asian Cross-Border Transactions Initiative for PricewaterhouseCoopers. Prior to PricewaterhouseCoopers, Mr. McLelland was the Founder and Managing Director of Pearl Delta Capital Corp. from December 1993 until October 1998. From October 1991 until November 1993, Mr. McLelland was Senior Manager for Corporate Finance at CEF Taiwan Limited. In February 1990, Mr. McLelland assisted in the formation of Riddell*Tseng where he worked until October 1993. Mr. McLelland started his career at Shearson Lehman as an Associate in Public Finance in September 1987 until January 1990. Mr. McLelland has served as a Director, Audit Committee Chairman and Special Committee Chairman for a number of public and private companies. Mr. McLelland was also an Adjunct Professor at Southern Methodist University’s Caruth Institute for Entrepreneurship in the Cox School of Business. Mr. McLelland received his BA in Political Science and History from the University of South Florida, an MBA from the University of Chicago Booth School of Business and an MA in International Affairs from Columbia University. Mr. McLelland is a Certified Director from the National Association of Corporate Directors. Mr. McLelland is fluent in Mandarin.

Robert L. Thomas, 60
Independent Director

Mr. Thomas was Vice President and Chief Information Officer at Kosmos Energy from 2015 until May 2020. In this role, Mr. Thomas had corporate information systems oversight, as well as geotechnical systems strategy responsibility. Prior to Kosmos, Mr. Thomas was a corporate officer and Chief Information Officer at EXCO Resources from 2008 until 2015. In addition to corporate information systems oversight, Mr. Thomas had responsibility for the geoscience personnel and technology. From 1994 until 2006, Mr. Thomas held a series of roles, from geotechnical systems leadership to international business management to Chief Information Officer at Burlington Resources Canada with Burlington Resources Oil and Gas. Following the acquisition of Burlington Resources by ConocoPhillips in 2006, Mr. Thomas co-led the integration of systems into ConocoPhillips, earning a President’s Award, and was Director of IT Strategy and Architecture at ConocoPhillips until 2008. From 1981 until 1994, Mr. Thomas held a series of roles from geophysical seismic acquisition and processing to exploration system development in the exploration technology groups with Sun Oil Company and the Oryx Energy spinoff. Mr. Thomas earned his BS in Economics and Finance from The University of Texas at Dallas. Mr. Thomas was elected and served on the City Council in Murphy, Texas, currently sits on the Advisory Board at the University of North Texas school of Information Technology Decision Sciences and has been an active member of the Society of Exploration Geophysicists for over 25 years.

Bill Stark, 64
Independent Director

Mr. Stark has served as the Vice President – Western U.S. Operations of Ulterra since 2017. Mr. Stark has operated in different executive positions over the Permian since joining Ulterra. In December 2009, Mr. Stark became the District Manager over the Permian. In January 2012, Mr. Stark was promoted to Area Manager for Ulterra – Permian. Prior to this, he was an agent for Halliburton – Security DBS, as well as President/Owner of Permian Bit Service Inc. and Permian Equipment Rentals Inc. Mr. Stark was one of the first to successfully introduce and continually market PDC bits in the Spraberry Trend. He has over 40 years of experience in the oil industry, all of which were with Halliburton before joining Ulterra. Mr. Stark led a team in the Permian that became one of the largest revenue districts in the U.S. for Halliburton-Security DBS. From 2012 to 2017, Mr. Stark operated as the Director of National Sales which grew Ulterra into becoming number one in market share in the U.S. In addition to his success with Ulterra, in 2012, Mr. Stark also became President and CEO of Cactus Fuel, LLC while continuously maintaining his role at Ulterra. Mr. Stark lives in Midland, Texas.

ByRoman Developer