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Hennessy Capital Investment Corp. VI *

Hennessy Capital Investment Corp. VI *

Mar 10, 2021 by Nicholas Alan Clayton

PROPOSED BUSINESS COMBINATION: Namib Minerals

ENTERPRISE VALUE: $602 million
ANTICIPATED SYMBOL: NAMM

Hennessy Capital Investment Corp. VI proposes to combine with Namib Minerals.

Namib Minerals is a gold producer, developer and explorer with operations focused in Zimbabwe. Namib is a significant player in Zimbabwe’s mining industry, driving sustainable growth and innovation across the sector. Currently Namib operates an underground mine in Zimbabwe, with additional exploration assets in Zimbabwe and the DRC. Namib operates using conventional mining as well as modern processes and is seeking alternative areas of growth.

EXTENSION – 10/2/24 – LINK

  • The SPAC approved the extension from September 30, 2024 to June 30, 2025.
    • 1,992,461 shares were redeemed at the meeting.
    • No contribution will be made into the trust account.

TRANSACTION

  • The Proposed Business Combination implies a pro forma combined enterprise value of $602 million, excluding additional earnout consideration, on a cash-free and debt-free basis, assuming no further redemptions of HCVI’s public shares and $60 million in targeted PIPE funding to be obtained prior to the Closing.
  • The boards of directors of both HCVI and Namib have approved the proposed transaction, which is expected to be completed in the second quarter of 2025.
  • Namib’s existing shareholders will convert 100% of their equity ownership stakes into the combined company and are expected to own approximately 74% of the post-combination company upon consummation of the Proposed Business Combination.

Updated Presentation 12/09/2024:

Previous Presentation 09/24/2024:

hcvi over

SPAC FUNDING

  • Approximately $60 million of additional funding from one or more financing agreements with investors expected to be executed prior to the Closing.

EARNOUT

  • Company
    • Up to an additional 30 million PubCo ordinary shares can be earnout over 8 years following the Closing by achieving the following milestones
      • 1.0 million PubCo Ordinary Shares the Company delivers a bankable feasibility study for the Mazowe mine;
      • 4.0 million PubCo Ordinary Shares if the Mazowe mine reaches commercial production (i.e., the production of the first gold bar after processing and smelting);
      • 1.0 million PubCo Ordinary Shares the Company delivers a bankable feasibility study for the Redwing mine;
      • 4.0 million PubCo Ordinary Shares if the Redwing mine reaches commercial production (i.e., the production of the first gold bar after processing and smelting); and
      • 10.0 million PubCo Ordinary Shares if the net present value of certain exploration projects in the Democratic Republic of the Congo, as identified in a bankable feasibility study, is greater than or equal to $1.0 billion,
      • 10.0 million shares if such net present value is greater than or equal to $2.0 billion.
  • Sponsor
    • (i) 2.0 million minus (ii) the number of Additional Founder Forfeited Shares, as unvested “Sponsor Earnout Shares” over an 8 year period.
      • 50% will be released if the trading price equals or exceeds $12.50 for any 20/30 trading days at least 150 days after the Closing Date
      • 50% will be released if the trading price equals or exceeds $15.00 for any 20/30 trading days at least 150 days after the Closing Date
    • If at the Closing, certain of the SPAC’s transaction expenses exceed $8 million (such excess over $8 million, the “SPAC Transaction Expenses Cap Excess”), the Sponsor will forfeit to the SPAC a number of shares of SPAC’s common stock equal to
      • (x) the amount of the SPAC Transaction Expenses Cap Excess divided by
      • (y) $10.00.

LOCK-UP

  • Company and Sponsor
    • One year following the Closing or from the following price thresholds:
      • 50% if the trading price equals or exceeds $12.50 for any 20/30 trading days at least 150 days after the Closing Date
      • 50% if the trading price equals or exceeds $15.00 for any 20/30 trading days at least 150 days after the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • The gross amount of cash available in the SPAC’s trust account following redemptions of SPAC public shares plus the aggregate gross amount of Permitted Financing proceeds that have been (or will be) funded will be not less than $25.0 million.
  • SPAC and PubCo to use commercially reasonable efforts to execute financing agreements (the “Permitted Financing”) raising $60.0 million or more in aggregate gross proceeds prior to or at the Closing

NOTABLE CONDITIONS TO TERMINATION

  • By either the Company or SPAC if the Closing has not occurred by December 16, 2024.
    • The Outside Date was extended to March 31, 2025 – Link
  • By SPAC if the Company fails to deliver either of a Regulation S-K 1300 compliant technical report summary or the Company’s 2023 and 2022 audited financial statements on or before August 31, 2024

ADVISORS

  • Company
    • Cohen & Company Capital Markets is serving as exclusive financial advisor and lead capital markets.
    • Greenberg Traurig, LLP is serving as U.S. legal counsel.
    • BDO South Africa Inc. is serving as auditor.
  • SPAC
    • Jett Capital Advisors LLC is serving as financial advisor.
    • Sidley Austin LLP is serving as legal counsel.

Gateway Group is serving as investor relations advisor for the transaction.

LETTER OF INTENT – 4/15/24 – LINK

  • The SPAC entered into a non-binding letter of intent with a privately held target operating in the precious metals and minerals sector.

EXTENSION – 1/11/24 – LINK

  • The SPAC approved the extension from January 10, 2024 to September 30, 2024.
    • Redemptions were not disclosed.
    • No contribution will be made into the trust account.

EXTENSION – 10/2/23 – LINK

  • The SPAC approved the extension from October 1, 2023 to January 10, 2024.
    • 8,295,189 shares were redeemed at the meeting for $10.38 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 9/20/23 – LINK

  • The SPAC entered into a non-redemption agreement with an unaffiliated third party in exchange for them agreeing not to redeem an aggregate of 132,398 shares.
    • The Sponsor will transfer 9,735 Class B shares to the non-redeeming shareholders.

MANAGEMENT & BOARD

Executive Officers

Daniel J. Hennessy, 63
Chief Executive Officer and Chairman

Daniel J. Hennessy has served as Chairman and CEO of Hennessy Capital Investment Corp. V (NASDAQ: HCIC), or Hennessy V, since October 2020. Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. IV, or Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo Inc. (NASDAQ: GOEV). Mr. Hennessy has served as a director of SIRVA Worldwide Relocation & Moving since August 2018. He also serves as a senior advisor to Proptech Investment Corporation II (NASDAQ: PTIC), a special purpose acquisition company targeting businesses in the real estate technology industry, and 7GC & Co. Holdings Inc. (NASDAQ: VII), a special purpose acquisition company targeting businesses in the technology industry. Mr. Hennessy previously served as senior advisor to Proptech Acquisition Corporation (NASDAQ: PTAC), a special purpose acquisition company targeting businesses in the real estate technology industry, which closed its initial business combination with Porch.com, Inc. in December 2020. From January 2017 to October 2018, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. III, or Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental, compliance and waste management services, and is currently a wholly-owned subsidiary of US Ecology, Inc. (NASDAQ: ECOL) and served as a director from January 2017 to October 2019. From April 2015 to February 2017, Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. II, or Hennessy II, which merged with Daseke in February 2017 and is now known as Daseke, Inc. (NASDAQ: DSKE) and since February 2017, has served as its Vice Chairman. From September 2013 to February 2015, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and previously served as a director from September 2013 to April 2019. From 1988 to 2016, Mr. Hennessy served as a Partner at Code Hennessy & Simmons LLC (n/k/a CHS Capital or “CHS”), a middle-market private equity investment firm he co-founded in 1988. Prior to forming CHS, Mr. Hennessy was employed by Citicorp from 1984 to 1988 as head of the Midwest Region for Citicorp Mezzanine Investments and Vice President and Team Leader with Citicorp Leveraged Capital Group. He began his career in 1981 in the oil and gas lending group at Continental Illinois National Bank (now Bank of America) where he was a Banking Officer. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University of Michigan Ross School of Business.

Greg Ethridge, 45 [Resigned]
President, Chief Operating Officer and Director

Mr. Ethridge previously served as President, Chief Operating Officer and director of Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020, and continues to serve as a director of the surviving company, Canoo Inc. (NASDAQ: GOEV). He has also served as Chairman of Motorsports Aftermarket Group, a designer, manufacturer, marketer and distributor of aftermarket parts, apparel and accessories for the motorcycle and power sports industry since June 2019. He previously served as President of Matlin & Partners Acquisition Corporation from January 2017 to November 2018, at which time it merged with USWS Holdings LLC, a growth- and technology-oriented oilfield service company focused exclusively on hydraulic fracturing using its patented Clean Fleet technology as the first fully electric, mobile well stimulation system for oil and natural gas exploration and production companies and is now known as U.S. Well Services, Inc. (NASDAQ: USWS). He served as Senior Partner of MatlinPatterson Global Advisers LLC, or MatlinPatterson, from January 2009 to December 2019. Prior to joining MatlinPatterson in 2009, Mr. Ethridge was a principal in the Recapitalization and Restructuring group at Gleacher and Company (f/k/a Broadpoint Capital, Inc.) where he moved his team from Imperial Capital LLC, from 2008 to 2009. In 2006, Mr. Ethridge was a founding member of the corporate finance advisory practice for Imperial Capital LLC in New York. From 2005 to 2006, Mr. Ethridge was a principal investor at Parallel Investment Partners LP (formerly part of Saunders, Karp and Megrue), executing recapitalizations, buyouts and growth equity investments for middle market companies. From 2001 to 2005, Mr. Ethridge was an associate in the Recapitalization and Restructuring Group at Jefferies and Company, Inc. where he executed corporate restructurings and leveraged finance transactions and was a crisis manager at Conway, Del Genio, Gries & Co. in New York from 2000 to 2001. Mr. Ethridge served a director of Palmetto Bluff Company, LLC, formerly a multi-asset class real estate developer known as Crescent Communities, LLC, from June 2010 to September 2020. From 2009 until 2017, Mr. Ethridge served on the board of directors of FXI Holdings Inc., a foam and foam products manufacturer and served as its chairman from February 2012 until 2017. Mr. Ethridge served on the board of directors of Advantix Systems Ltd. and Advantix Systems, Inc., HVAC equipment manufacturers, from August 2013 until 2015 (for Advantix Systems, Inc.) and until 2018 (for Advantix Systems Ltd.). Mr. Ethridge holds a BBA and a Masters in Accounting from The University of Texas at Austin.

Nicholas Geeza, 39 [Appointed]
Executive Vice President, Chief Financial Officer and Secretary

He has served as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since April 2023, as Chief Financial Officer of Compass Digital Acquisition Corp (NASDAQ: CDAQ), a special purpose acquisition company, since August 2023, and as Chief Financial Officer of Global Technology Acquisition Corp. I (NASDAQ: GTAC), a special purpose acquisition company, since April 2024. Mr. Geeza previously served as Chief Financial Officer of two (NYSE: TWOA), a special purpose acquisition company, from May 2023 to March 2024, and as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise financial institutions, from March 2022 to April 2023. From November 2007 to March 2022, Mr. Geeza served as Senior Vice President in the Derivative Products Group at U.S Bank National Association, where he was responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation of a dynamic hedging platform, advised on compliance with U.S. GAAP accounting requirements, and negotiated International Swaps and Derivatives Association, Dodd-Frank, and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York. Mr. Geeza graduated Cum Laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School of Business.

Nicholas A. Petruska, 35 [Resigned]
Executive Vice President, Chief Financial Officer and Secretary

Nicholas A. Petruska previously served as the Executive Vice President, Chief Financial Officer and Secretary of Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo Inc. (NASDAQ: GOEV). From March 2017 to October 2018, Mr. Petruska served as Executive Vice President, Chief Financial Officer and Secretary of Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental, compliance and waste management services, and is currently a wholly-owned subsidiary of US Ecology, Inc. (NASDAQ: ECOL). From April 2015 to February 2017, Mr. Petruska served as Executive Vice President, Chief Financial Officer and Secretary of Hennessy II, which merged with Daseke in February 2017 and is now known as Daseke Inc. (NASDAQ: DSKE). He has served as an officer of Hennessy Capital Group LLC, the managing member of our Sponsor, since November 2013, in which position he advised Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), in connection with its initial public offering in January 2014. In addition, he worked closely with Hennessy I’s CEO and COO on transaction origination and initial assessments of potential target companies and led the due diligence assessment and transaction execution for Hennessy I’s business combination, which was consummated in February 2015. From July 2012 to July 2014, Mr. Petruska served as an investment professional at CHS Capital, a Chicago-based middle market private equity investment firm, where he evaluated leveraged buyouts and structured equity investments across multiple sectors and monitored certain portfolio companies of CHS. From January 2010 to July 2012, Mr. Petruska served as an investment banking analyst for Morgan Stanley (NYSE: MS) in the mergers and acquisitions and corporate finance groups with a focus on diversified industrials and consumer retail. He holds a B.S. degree, summa cum laude, from Miami University with majors in Finance and Decision Sciences.

Board of Directors

Anna Brunelle, 53
Independent Director Nominee

Ms. Brunelle has served as Chief Financial Officer of Ouster Inc. She previously served as Chief Financial Officer of Kinestral Technologies from April 2018 through May 2020 and Chief Financial Officer and Interim Chief Operating Officer of Soylent from March 2016 through October 2017. She has also served as Chief Financial Officer of GlobalLogic, Chief Financial Officer of Tivo, Inc., and Senior Consultant for Deloitte & Touche, LLP. Ms. Brunelle served as a director of Halio International from March 2019 through May 2020. During her tenure in leadership positions, she has worked on successful IPOs of technology companies and completed multiple private and public acquisitions and divestitures. Ms. Brunelle received her B.S. in Business Administration (accounting concentration) from California Polytechnic State University — San Luis Obispo.

Sidney Dillard, 57
Independent Director Nominee

Since August 2002, Ms. Dillard has served as Partner and Head of Corporate Investment Banking at Loop Capital Markets. Prior to Loop Capital Markets, Ms. Dillard served in multiple roles at Northern Trust Bank, including as Senior Vice President and Division Manager. Ms. Dillard serves as Board Member for the National Association of Securities Professionals, The Chicago Network, Girl Scouts of Greater Chicago and Northwest Indiana and IFF (f/k/a/ Illinois Facilities Fund). Ms. Dillard received her A.B. in Economics from Stanford University and M.B.A. from Northwestern University — Kellogg School of Management.

Richard H. Fearon, 65 [Resigned]
Lead Independent Director Nominee

Mr. Fearon has served as Chief Financial and Planning Officer of Eaton Corporation since 2002 and as Vice Chairman since 2009. He also has served as a director of Eaton Corporation plc (NYSE: ETN) since 2015. Mr. Fearon is also the lead director for Avient Corporation (formerly known as PolyOne Corporation) and a director of Crown Holdings, Inc. (NYSE: CCK) and CRH plc (LSE: CRH). Mr. Fearon has worked at several large diversified companies prior to Eaton Corporation, including Transamerica Corporation, NatSteel Limited and The Walt Disney Company (NYSE: DIS). He also serves on the boards of The Cleveland Museum of Art and Manufacturers Alliance for Productivity and Innovation, a trade organization of leading manufacturing companies. Mr. Fearon received his A.B. in Economics from Stanford University, his M.B.A. from Harvard Business School, and his J.D. from Harvard Law School.

Walter Roloson, 39
Independent Director Nominee

Mr. Roloson currently serves as a Managing Vice President at Capital One Financial Corporation and as Co-head of its Capital One Shopping business, leading its sales, marketing, strategy, and finance functions. Previously, he co-founded Wikibuy in 2013 and served as Co-CEO through its sale to Capital One in November 2018. Mr. Roloson previously served in various investment and operational positions at LinkedIn Corporation, Tiger Global Management, LLC, Greenhill & Co Inc., and Jefferies Financial Group Inc. He earned his B.A. in Computer Science and B.B.A. in Finance from The University of Texas at Austin in 2004.

John Zimmerman, 58
Independent Director Nominee

Since January 2018, Mr. Zimmerman has served as President of Gates Capital Partners and President and Chief Investment Officer of Crosscreek Capital Group. He previously served as Senior Advisor to Oakhill Capital Partners from June 2015 through June 2020. From 1999 through 2014, Mr. Zimmerman served in a variety of positions, including as Main Board Director and Chief Financial Officer, of Tomkins plc, which was publicly traded on the London Stock Exchange until it was taken private in 2010. He earned a Graduate Diploma in Accounting and a Post Graduate Honors Degree in Commerce (Information Systems) from the University of Cape Town, South Africa. He is a Chartered Accountant (South African Institute of Chartered Accountants).

ByNicholas Alan Clayton