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Roth CH Acquisition III Co.

Roth CH Acquisition III Co.

Jan 12, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Qualtek

ENTERPRISE VALUE: $829 million
ANTICIPATED SYMBOL: QTEK

Roth CH Acquisition III Co.proposes to combine with BCP QualTek HoldCo, LLC (“QualTek” or the “Company”), a leading turnkey provider of infrastructure services to the 5G wireless, telecom, and renewable energy sectors.

Founded in 2012, QualTek is a world-class, technology driven provider of infrastructure services to the 5G wireless, telecom, and renewable energy sectors across North America. QualTek has a national footprint with more than 80 operation centers across the U.S. and Canada and a workforce of over 5,000 people. The Company will report within two operating segments: Telecommunications, and Renewables and Recovery. Within the Telecommunications segment, QualTek’s Wireless Division provides carriers with real estate, engineering, project management, construction, and maintenance solutions. Its Wireline Division is a turnkey provider of fiber optic infrastructure services, including program management, engineering, permitting, splicing, testing, emergency restoration and maintenance. QualTek’s Renewables and Recovery segment provides specialized fiber optic and electrical services to wind farms, transmission lines, substations, and solar farms.

QualTek Investment Highlights

  • QualTek is a proven leader operating in the early stages of a multi-year cycle of capital deployment by companies in the telecom and renewables sectors
  • The transaction and capital infusion will provide an opportunity for QualTek to execute on and further grow its current $1.7 billion backlog
  • QualTek is well positioned to take advantage of significant growth expected from future federal / municipal infrastructure spending
  • QualTek’s technology driven services resonate with its established blue-chip customer base
  • QualTek has a proven management team with over 200 years of combined experience in the 5G wireless, telecom, renewables, and recovery logistics sectors
  • Transaction with ROCR provides capital to accelerate organic growth opportunities, de-leverage the balance sheet and fund acquisition and vendor consolidation initiatives
  • Centralized and leverageable shared services platform allows for significant differentiation as well as attractive scale benefits

SUBSEQUENT EVENT – 1/14/22 (8-K LINK)

Amendment to Pre-PIPE Notes Purchase Agreement and Note:

  • Certain accredited investors (each a “Pre-PIPE Investor”) have purchased convertible notes of QualTek, as issuer (the “Notes Issuer”), in an aggregate principal amount of $44.4 million (the “Pre-PIPE Notes”) in a private placement, issuable pursuant to Note Purchase Agreements (the “Note Purchase Agreements”), among the Notes Issuer, ROCR and the Pre-PIPE Investors (the “Pre-PIPE Investment”).
  • On January 14, 2022, the Notes Issuer entered into the “Pre-PIPE Amendment” with certain of the Pre-PIPE Investors, pursuant to which the parties agreed that the price per share at which the Pre-PIPE Notes will convert into shares of Class A Common Stock will be reduced from $8.00 per share to $6.40 per share.

Amendment to PIPE Subscription Agreements:

  • ROCR entered into Waiver and Amendment No. 1 (the “PIPE Amendment”), pursuant to which the purchase price in the PIPE Investment was reduced from $10.00 per share to $8.00 per share, and each Subscriber could elect to participate in the Permitted Backstop Issuance in lieu of all or any portion of such Subscriber’s subscription under their Subscription Agreement.
  • Each Subscriber party to the PIPE Amendment also agreed to waive any rights with respect to the matters contemplated by, and approve and provide consent to, the PIPE Amendment, including with respect to the application of the per share price reduction and the Permitted Backstop Issuance.
  • ROCR entered into a Waiver and Consent Agreement (the “PIPE Waiver”) with certain Subscribers that are related parties of QualTek and ROCR, including BCP QualTek LLC, Craig-Hallum Capital Group LLC (“Craig-Hallum”), an underwriter in ROCR’s initial public offering, certain officers and directors of ROCR and affiliates of ROCR’s management, pursuant to which these related party Susbcribers agreed to waive any and all rights to, and consent to,
    • (a) participation in the per share price reduction to such Subscriber’s PIPE Investment,
    • (b) participation in the Permitted Backstop Issuance in lieu of all or any portion of such Subscriber’s subscription under their Subscription Agreement and
    • (c) the Permitted Backstop Issuance.
  • Accordingly, these Subscribers will continue to pay $10.00 per share pursuant to the terms of the Susbcription Agreements, which amount in the aggregate represents $20,015,000 or 2,001,500 shares.

Permitted Backstop Issuance:

  • Convertible Note Investors will purchase from ROCR, and ROCR will issue to the Convertible Note Investors, up to $123,042,500 in aggregate principal amount of unsecured Convertible Notes at a purchase price of 98.0% of the principal amount (the “Permitted Backstop Issuance”), which will be convertible into shares of ROCR Class A Common Stock at an initial conversion price of $10.00 (subject to adjustment) in accordance with the terms thereof, and shall mature five years after their issuance (the “Convertible Notes”).
  • The Note Investors may convert their notes into shares of ROCR Class A Common Stock at any time.
    • Certain offering-related expenses are payable by ROCR, including customary fees payable to the placement agents, Roth and Craig-Hallum, aggregating $5,000,000.
    • The Convertible Notes will not be redeemable by ROCR.
  • Interest on the Convertible Notes will be payable in cash on a quarterly basis in arrears. The interest rate will be set quarterly based on gross last twelve months leverage with a minimum interest rate of 9.00% per annum and up to a maximum of 11.25% per annum as follows:
    • When the Leverage ratio is less than 4.5x, the applicable Interest Rate will be 9.00%
    • When the Leverage ratio is greater than or equal to 4.5x, but less than 5.0x, the applicable Interest Rate will be 9.50%
    • When the Leverage ratio is greater than or equal to 5.0x, but lower than 5.5x, the applicable Interest Rate will be 10.25%
    • When the Leverage ratio is greater than or equal to 5.5x, the applicable Interest Rate will be 11.25%
  • The initial and maximum conversion price (as may be adjusted, the “Conversion Price”) will be $10.00 per share.
  • If ROCR’s shares of Class A Common Stock trade below the Conversion Price prior to the first anniversary of the closing date, then the Conversion Price will be reduced to be the lowest of $10.00 and:
    • (i) a Conversion Price per share equal to a 15.0% premium to the 10-day per share VWAP of the Class A Common Stock  on The Nasdaq Stock Market, for the 10-day period commencing the first trading day after the first quarterly earnings report following the closing date;
    • (ii) a Conversion Price per share equal to a 15.0% premium to the 10-day VWAP for the 10-day period commencing the first trading day after the second quarterly earnings report following the closing date; and
    • (iii) a Conversion Price per share equal to a 15.0% premium to the 10-day VWAP for the 10-day period commencing the first trading day after the first anniversary of the closing date, in each case subject to a minimum Conversion Price per share equal to $6.00.
  • The Convertible Notes may be converted by ROCR any time after the two-year anniversary of the closing date (the “Issuer Forced Conversion Date”) subject to the following conditions:
    • (i) the ROCR share price trading at or above $14.00 for 20 out of any 30 consecutive trading days commencing after the Issuer Forced Conversion Date;
    • (ii) the holders receiving a make-whole payment in the form of cash or additional shares at the time of such conversion;
    • (iii) the 60-day average daily trading volume ending on, and including, the last trading day of the applicable exercise period being greater than or equal to $15,000,000;
    • (iv) the conversion of the Convertible Notes being made on a pro-rata basis across all Convertible Note Investors; and
    • (v) the conversion of the Convertible Notes, together with all previously converted Convertible Notes, resulting in no more than 20% of the free float of ROCR’s Class A Common Stock on a pro forma basis.
  • If a Fundamental Change occurs prior to the maturity date, holders of the Convertible Notes will have the right to require ROCR to repurchase all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
  • Following certain corporate events that occur prior to the maturity date or if QualTek exercises its mandatory conversion right in connection with such corporate events, QualTek will in certain circumstances increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate events or has been forced to convert its Convertible Notes in connection with such corporate events, as the case may be.
  • The Convertible Notes will have customary negative covenants, including limitations on indebtedness, restricted payments, and permitted investments.
  • The Convertible Notes will also have customary anti-dilution protections in the event of secondary stock issuances. In the event of any secondary stock issuance, throughout the life of the Convertible Notes, the conversion premium will be set at the lower of:
    • (i) the existing premium and
    • (ii) a 15.0% premium to the 10-day VWAP commencing the first trading day after the day of the secondary stock offering.

Founder Shares Forfeiture and Lock-Up Agreement:

  • As previously disclosed, contemporaneously with the execution of the Business Combination Agreement, ROCR, QualTek, and each of the holders of shares of ROCR’s common stock issued prior to ROCR’s initial public offering agreed to:
    • (i) forfeit up to an aggregate amount of 575,000 shares of their ROCR common stock.
    • (ii) lock up an aggregate amount of up to 575,000 shares of ROCR common stock.
  • On January 14, 2022, in connection with the Pre-PIPE Amendment, PIPE Amendment, PIPE Waiver, and the Permitted Backstop Issuance, ROCR, QualTek, and the holders mutually agreed to terminate the Founder Shares Agreement (the “Termination Agreement”), such that there will be no forfeiture or lock up of any shares of ROCR common stock pursuant to the terms of the Founder Shares Agreement, and all rights, benefits, and obligations thereunder terminated effective as of that date.

TRANSACTION

  • The transaction will be funded by a combination of Roth CH III’s cash held in its trust account (after redemptions by its public stockholders in connection with the closing), an effective full equity roll-over from existing QualTek ownership, and $66 million in proceeds from a common stock PIPE at $10.00 per share.
  • The PIPE transaction is led by institutional investors and will close concurrently with the business combination. In addition, in connection with the transaction, certain institutional investors are also making a $44 million private placement funding into QualTek immediately.
  • The transaction implies a pro forma enterprise valuation for the combined company of approximately $829 million at closing, which equates to 7.8x projected CY2021 EBITDA of $106 million.
  • The pro forma implied equity value of the combined company is $564 million at $10.00 per share, assuming no redemptions by the public stockholders of ROCR.
  • Following the transaction and after payment of transaction expenses, QualTek is expected to have approximately $207 million of cash – inclusive of the private placement, PIPE, and $115 million of cash held in Roth CH III’s trust account, assuming no redemptions.

Roth ch iii trans overview

PIPE

  • $66 million common stock PIPE at $10.00 per share (at combination close)
  • Subsequent Event – On January 14, 2022, ROCR entered into Waiver and Amendment No. 1 (the “PIPE Amendment”), pursuant to which the purchase price in the PIPE Investment was reduced from $10.00 per share to $8.00 per share, and each Subscriber could elect to participate in the Permitted Backstop Issuance in lieu of all or any portion of such Subscriber’s subscription under their Subscription Agreement.
  • $44 million common stock “Pre-PIPE” at approx. $8.00 per share.
  • Subsequent Event – On January 14, 2022, the Notes Issuer entered into an Acknowledgement, Waiver, and Consent Agreement (the “Pre-PIPE Amendment”) with certain of the Pre-PIPE Investors, pursuant to which the parties agreed that the price per share at which the Pre-PIPE Notes will convert into shares of Class A Common Stock will be reduced from $8.00 per share to $6.40 per share.

EARNOUT

  • Qualtek shareholders eligible to receive additional shares of the combined company equal to $100 million of the combined company’s outstanding stock.
    • 3.3M ($50 million) of the earnout shares will vest if, after 180 day post-close and before 5 years from close, the closing price exceeds $15.00 for 20 out of 30 trading days
    • 2.8 ($50 million) of the earnout shares will vest if, after 180 day post-close and before 5 years from close, the closing price exceeds $18.00 for 20 out of 30 trading days
    • A portion of the Sponsor’s promote will be at-risk based on the amount of redemptions of ROCR’s trust, if any. (up to an aggregate amount of 575,000 shares – see below)

FOUNDER SHARES LOCK-UP AND FORFEITURE AGREEMENT

  • Subsequent Event – As previously disclosed, contemporaneously with the execution of the Business Combination Agreement, ROCR, QualTek, and each of the holders of shares of ROCR’s common stock issued prior to ROCR’s initial public offering agreed to:
    • (i) forfeit up to an aggregate amount of 575,000 shares of their ROCR common stock for no consideration
    • (ii) lock up an aggregate amount of up to 575,000 shares of ROCR common stock for no consideration
  • On January 14, 2022, in connection with the Pre-PIPE Amendment, PIPE Amendment, PIPE Waiver, and the Permitted Backstop Issuance, ROCR, QualTek, and the holders mutually agreed to terminate the Founder Shares Agreement (the “Termination Agreement”), such that there will be no forfeiture or lock up of any shares of ROCR common stock pursuant to the terms of the Founder Shares Agreement, and all rights, benefits, and obligations thereunder terminated effective as of that date.
  • Founders agreed to:
    • (i) forfeit up to an aggregate amount of 575,000 shares of their Buyer Common Stock for no consideration, on a pro rata basis, based on the level of the amount of funds remaining in the Trust Account following all redemptions by public stockholders prior to the Closing, and
    • (ii) lock up an aggregate amount of up to 575,000 shares of Buyer Common Stock for no consideration, on a pro rata basis, similarly based on the level of the amount of funds remaining in the Trust Account following all redemptions by public stockholders prior to the Closing (the “lock-up shares”).
      • The lock-up shares will be released on the date on which the closing price of the Buyer Class A Common Stock on Nasdaq equals or exceeds $12.50  per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading  days within any consecutive 30-trading day period commencing after the Closing Date (the “lock-up release”).
      • If the requirements for the lock-up release are not satisfied within five (5) years following the Closing Date, the holders have agreed to forfeit the lock-up shares for no consideration.

SELLER LOCK-UP

  • ROCR entered into a Founder Shares Forfeiture and Lock-Up Agreement with QualTek and each of the holders of shares of Buyer Common Stock issued prior to the initial public offering (the “Founder Shares Agreement”), pursuant to which such holders agreed to:
    • (i) forfeit up to an aggregate amount of 575,000 shares of their Buyer Common Stock for no consideration, on a pro rata basis, based on the level of the amount of funds remaining in the Trust Account following all redemptions by public stockholders prior to the Closing, and
    • (ii) lock up an aggregate amount of up to 575,000 shares of Buyer Common Stock for no consideration, on a pro rata basis, similarly based on the level of the amount of funds remaining in the Trust Account following all redemptions by public stockholders prior to the Closing (the “lock-up shares”).
    • The lock-up shares will be released on the date on which the closing price of the Buyer Class A Common Stock on Nasdaq equals or exceeds $12.50  per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading  days within any consecutive 30-trading day period commencing after the Closing Date
  • The “Seller Lock-Up Period” shall be the period commencing on the Closing Date and continuing until the date that is six (6) months after the Closing Date.
  • The “Sponsor Lock-Up Period” shall be the period commencing on the Closing Date and continuing until the date that is six (6) months after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  •  Minimum Cash Amount equals $110 million.

NOTABLE CONDITIONS TO TERMINATION

  •  By either the Company or ROCR if the consummation of the transactions contemplated by the Business Combination Agreement shall not have occurred on or before the Outside Date (February 16, 2022)

ADVISORS

  • Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (“Craig Hallum”) are acting as placement agents for the PIPE transaction
  • Citi and Harris Williams are acting as financial advisors to QualTek
  • Kirkland & Ellis LLP is acting as legal advisor to QualTek
  • Loeb & Loeb LLP is acting as legal advisor to Roth CH III

MANAGEMENT & BOARD

Executive Officers

Byron Roth, 58
Chief Executive Officer and Chairman of the Board

Mr. Roth has been the Chairman and Chief Executive Officer of Roth since 1998. Under his management the firm has helped raise over $50 billion for small-cap companies, as well as advising on many merger and acquisition transactions. Mr. Roth is a co-founder and General Partner of three private investment firms; Rx3, LLC, a $50 million influencer fund focused on consumer brands, Rivi Capital, LLC, a $35 million fund concentrated in the mining sector, and Aceras Life Sciences, LLC, an in-house incubator focused on funding the development of novel medical innovations. He also co-founded two long only asset management firms: Cortina Asset Management, LLC, which was recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, with assets under management of approximately $1.5 billion. Mr. Roth is the Chief Executive Officer and Chairman of the Board of each of Roth CH Acquisition I Co. (NASDAQ: ROCH) and Roth CH Acquisition II Co. (NASDAQ: ROCC), both of which are special purpose acquisition companies. Roth CH Acquisition I Co. has entered into an agreement and plan of merger with PureCycle Technologies LLC pursuant to which Roth CH Acquisition I Co. will acquire PureCycle Technologies LLC. Roth CH Acquisition II Co. is still searching for a target business with which to consummate an initial business combination. Mr. Roth is a member of the Advisory Council, Executive Committee, and serves as the Chairman on the Nominating Committee for the Cornell SC Johnson College of Business. He is a founding member of the University of San Diego Executive Cabinet for the Athletic Department, and former member of the Board of Trustees where he served on the Investment Committee for the university’s endowment and athletic department for nine years. Mr. Roth also sits on the Executive Board of SMU’s Cox School of Business. Mr. Roth serves as a National Trustee for the Boys and Girls Club of America, and served as the Co-Chair for the 2019 Boys and Girls Club Pacific Youth of the Year Competition. He also sits on the Board of Directors for the Lott IMPACT Foundation, whose Lott IMPACT Trophy is presented annually to the college football defensive IMPACT player of the year for their contribution on and off the field. Mr. Roth was the honoree at the Challenged Athletes Foundation (CAF) 2015 Celebration of Heroes, Heart and Hope Gala and the 2018 Athletes First Classic Golden Heart Award benefitting the Orangewood Foundation. Mr. Roth earned his B.B.A, from the University of San Diego in 1985 and his MBA from the Cornell SC Johnson College of Business in 1987. Mr. Byron Roth is the brother of Mr. Gordon Roth.

Rick Hartfiel, 56
Co-President

Mr. Hartfiel is a Managing Partner and has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel has been an investment banker at Dain, Rauscher, Wessels and Credit Suisse First Boston. Mr. Hartfiel is the Co-President of each of Roth CH Acquisition I Co. (NASDAQ: ROCH) and Roth CH Acquisition II Co. (NASDAQ: ROCC). Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

Aaron Gurewitz, 52
Co-President

Mr. Gurewitz has been a Managing Director and the Head of Roth’s Equity Capital Markets Department since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies. Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth’s Investment Banking Department. Mr. Gurewitz is the Co-President of each of Roth CH Acquisition I Co. (NASDAQ: ROCH) and Roth CH Acquisition II Co. (NASDAQ: ROCC). Mr. Gurewitz graduated cum laude from San Diego State University with a B.S. in Finance.

Gordon Roth, 66
Chief Financial Officer

Mr. Roth has been the Chief Financial Officer and Chief Operating Officer of Roth since 2000. From 1990 to 2000, Mr. Roth was the Chairman and Founder of Roth and Company, P.C., a thirty-five person public accounting firm in Des Moines, Iowa. Prior to that Mr. Roth spent thirteen years with Deloitte & Touche, most recently serving as a Tax Partner and the Partner-in-Charge of the Des Moines office Tax Department. Mr. Roth is a CPA and a member of the American Institute of CPA’s. Mr. Roth is the Chief Financial Officer of each of Roth CH Acquisition I Co. (NASDAQ: ROCH) and Roth CH Acquisition II Co. (NASDAQ: ROCC). Mr. Roth currently serves on the Board of Trustees of JSerra Catholic High School, and is the Chair of the Budget & Finance Committee. Mr. Roth has served on several other non-profit boards in the past including Boys & Girls Club, Special Olympics, Camp Fire and St Anne School. Mr. Roth was also a founding partner of the Iowa Barnstormers of the Arena Football League. Mr. Roth earned his B.A. from William Penn University in 1976, where he also served as a member of their Board of Trustees and was inducted into their Athletic Hall of Fame. Mr. Roth also earned a Master of Science in Accounting from Drake University in 1977. Mr. Gordon Roth is the brother of Mr. Byron Roth.

John Lipman, 44
Chief Operating Officer and Director

Mr. Lipman is a Partner and Managing Director of Investment Banking at Craig-Hallum. Mr. Lipman joined Craig-Hallum in 2012 and has more than 15 years of investment banking experience advising growth companies in the healthcare, industrial, and technology sectors. Mr. Lipman has completed over 125 equity, convertible, and debt offerings and advisory assignments for growth companies – including over 75 since joining Craig-Hallum. Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC from 2011 to 2012, a Managing Director at Hudson Securities, Inc. from 2010 to 2011, and Carter Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies, from 2005 to 2009. Mr. Lipman is the Chief Operating Officer and director of each of Roth CH Acquisition I Co. (NASDAQ: ROCH) and Roth CH Acquisition II Co. (NASDAQ: ROCC). Mr. Lipman earned his B.A. in Economics in 1999 from Rollins College in Winter Park, FL.

Board of Directors

Molly Hemmeter, 54
Director 

 Ms. Hemmeter has served as a member of each of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) since February 2020 and of Roth CH Acquisition II Co. (NASDAQ: ROCC) since December 2020. Since January of 2020, Ms. Hemmeter has been a member of the Board of Directors at Wilbur-Ellis Company Inc., a privately-owned family business based in San Francisco with a rich history spanning nearly 100 years. With revenues over $3.0 billion, Wilbur-Ellis is a leading international marketer, distributor and manufacturer of agricultural products, animal nutrients and specialty ingredients and chemicals. Also since January 2020, Ms. Hemmeter has served as Board Director for Flower One, a publicly traded company that specializes in large-scale cultivation and production of high-quality, low-cost cannabis with operations located in Nevada. Since October 2020, Ms. Hemmeter has served as Board Director of The Wine Group. The Wine Group is a privately-held, management-owned company that is the second largest wine producer in the US and third largest in the world. From 2009 to 2019, Ms. Hemmeter served as an Executive of Landec Corporation, a publicly-traded company in the health & wellness space with revenues of approximately $550M, and served as Chief Executive Officer, President & Director of Landec Corporation from 2015 to 2019. Ms. Hemmeter has also served on the Board of Directors for Windset Farms, one of the largest and most technologically advanced hydroponic growers in North America, from 2018 to 2019. Prior to Landec, from 2006 to 2009, Ms. Hemmeter served as VP of Global Marketing and Business Development at Ashland Chemical. Ms. Hemmeter has also been an executive in two software companies and held additional positions in strategy, marketing, engineering and operations in a number of other chemical, pharmaceutical and consumer product companies. Ms. Hemmeter holds a BES and MEng in Chemical Engineering from the University of Louisville and an MBA from Harvard Business School.

Daniel M. Friedberg, 59
Director 

Mr. Friedberg has served as a member of each of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) since February 2020 and of Roth CH Acquisition II Co. (NASDAQ: ROCC) since December 2020. Mr. Friedberg has served as Chairman of the Board of Quest Resource Holding Corp. (NASDAQ: QRHC) since April 2019. Mr. Friedberg has served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016. Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. In addition, from January 2005 to May 2016, Mr. Friedberg was also a Vice President of Power Corporation of Canada, a diversified international management holding company. Mr. Friedberg was with global strategy management consultants Bain & Company, as a consultant from 1987 to 1991 and then again as a Partner from 1997 to 2005. Mr. Friedberg started with Bain & Company in the London office in 1987, was a founder of the Toronto office in 1991, and a founder of the New York office in 2000, leading the Canadian and New York private equity businesses. From 1991 to 1997, Mr. Friedberg worked as Vice President of Strategy and Development for a U.S.-based global conglomerate and as an investment professional in a Connecticut-based boutique private equity firm. Mr. Friedberg currently serves on the Board at Buttonwood Networks and USA Field Hockey. Mr. Friedberg serves on the Board of Directors of Point Pickup Technologies and Triphammer Ventures LLC and has previously served on the Board of Directors at GP Strategies Corp. (GPX), InnerWorkings, Inc. (INWK), Performance Sports Group Ltd. (PSG) and X-Rite, Inc. (XRIT). Mr. Friedberg has a Master’s in Business Administration degree from the Johnson School at Cornell University’s College of Business, and a Bachelor of Science (Hons.) degree from the University of Manchester Institute of Science & Technology.

Adam Rothstein, 49
Director 

Mr. Rothstein has served as a member of each of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) since February 2020 and of Roth CH Acquisition II Co. (NASDAQ: ROCC) since December 2020. Mr. Rothstein is a Co-Founder and General Partner in Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund, and Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, which he co-founded in 2013 and 2014, respectively. Since 2014, Mr. Rothstein has been a Venture Partner in Subversive Capital, and the Managing Member of 1007 Mountain Drive Partners, LLC, which are both consulting and investment vehicles. Mr. Rothstein is also a sponsor and director of Subversive Capital Acquisition Corp., which is a special purpose acquisition company. Mr. Rothstein has over 20 years of investment experience, and currently sits on the boards of directors of several early- and mid-stage technology and media companies both in the US and in Israel and is on the Advisory Board for the Leeds School of Business at the University of Colorado, Boulder. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has an (MPhil) in Finance from the University of Cambridge.

James Gold, 56
Director 

Mr. Gold was President and Chief Merchandising Officer for The Neiman Marcus Group, LLC from October 2010 to March 2019. The Neiman Marcus Group is one of the premier retailers of luxury and fashion merchandise in the U.S. and has been operating for over a century. In his role as President and Chief Merchandising Officer, Mr. Gold oversaw strategy, merchandising, and management, and led the company’s integrated merchant and planning team for NM Stores, Bergdorf Goodman, and E-Commerce. Mr. Gold joined Neiman Marcus Stores in 1991. In 1997, after advancing through a series of buying and store positions, he was promoted to Vice President, Neiman Marcus Last Call Division. Subsequently, in 2000, he was named Vice President, Divisional Merchandise Manager, Women’s Designer Sportswear. In 2002, he was promoted to Senior Vice President, General Merchandise Manager, Men’s, Cosmetics and Fragrances. He was appointed President and CEO of Bergdorf Goodman in 2004, a position he held until October 2010. In October 2010, Mr. Gold was appointed President and Chief Merchandising Officer for the Neiman Marcus Group. Mr. Gold has served as Interim CEO and member of the board of Moda Operandi, an online luxury fashion retailer, since January 2021. Mr. Gold has served as a member of the boards of Joor Software since June 2019 and Vuori Clothing since September 2019. Mr. Gold also serves on the board of directors of World of Children. Since December 2020, Mr. Gold has served as a Specialist Advisor to Aequi Acquisition Corp. (NASDAQ: ARBG), a special purpose acquisition company searching for a target business with which to consummate an initial business combination. Mr. Gold holds a B.A. from Tulane University and an M.B.A. from Harvard Business School.

Sam Chawla [Appointed 4/12/21]
Director 

Sam Chawla has been a Portfolio Manager of Perceptive Advisors LLC, an investment fund focused on the healthcare sector, since 2013. Prior to joining Perceptive Advisors in 2013, Mr. Chawla was a Managing Director at UBS in the Global Healthcare Group. Mr. Chawla’s investment banking experience centered on strategic advisory work for both public and private healthcare companies. Prior to joining UBS in September 2010, Mr. Chawla was a Director (from January 2009 to September 2010) and a Vice President (from July 2007 to January 2009) in the Healthcare Investment Banking Group of Credit Suisse, which Mr. Chawla originally joined as an investment banker in 2002. Mr. Chawla also worked at Bloomberg L.P. and Pelican Life Sciences. Mr. Chawla received an M.B.A. from Georgetown University and a B.A. in Economics from Johns Hopkins University.

ByKristi Marvin