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ROC Energy Acquisition Corp. *

ROC Energy Acquisition Corp. *

Nov 9, 2021 by sam.beattie

EXTENSION – 6/7/23 – LINK

  • The SPAC approved the extension from June 6, 2023 to August 6, 2023.
    • The number of shares redeemed was not disclosed.
    • $0.04/share per month will be deposited into the trust account.

PROPOSED BUSINESS COMBINATION: Drilling Tools International Holdings, Inc.

ENTERPRISE VALUE: $319 million
ANTICIPATED SYMBOL: DTI

ROC Energy Acquisition Corp. proposes to combine with Drilling Tools International Holdings, Inc, an services company that manufactures and rents downhole drilling tools used in horizontal and directional drilling of oil and natural gas wells.

The company has operations spanning 22 locations in North America, Europe and the Middle East; with over 65,000 tools in its fleet including drill collars, stabilizers, crossover subs, wellbore conditioning tools, drill pipe, and tubing. DTI also rents surface control equipment such as blowout preventers and handling tools, and provides downhole products for producing wells.

TRANSACTION

  • The business combination implies a combined pro forma enterprise value of approximately $319 million.
    • Equates to 5.5x 2023 adjusted EBITDA of $58 million
    •  Equates to 7.8x 2022 adjusted EBITDA of $41 million.
  • Pro forma equity value of $536 million.
  • 100% common equity rollover.

SPAC FUNDING

  • Anticipated $45 million of cash from a common stock PIPE, which is expected to include meaningful participation by Fifth Partners, an affiliate of ROC’s sponsor.

LOCK-UP

  • Sponsor and Company
    • 180 days following the Closing Date.

SPONSOR FORFEITURE

  • The Sponsor has agreed to forfeit up to 50% (2,587,000) of the Founder Shares to ROC Energy for reissuance to investors in connection with the Equity Financing and to split the remainder of the Founder Shares with Drilling Tools stockholders as set forth in the Sponsor Support Agreement.
    • If the Twenty-Day VWAP is $6.39 or less, then, on the Date of Determination, all of the PIPE Incentive Shares will be forfeited to PubCo, without consideration, and PubCo will issue the Equity Investors a number of shares of PubCo Common Stock equal to the number of PIPE Incentive Shares forfeited in accordance with the terms of the Subscription Agreements.
    • If the Twenty-Day VWAP is more than $6.39 and less than $10.10, then, on the Date of Determination:
      • PubCo will issue, to each Equity Investor an additional number of shares of PubCo Common Stock such that the total number of shares of PubCo Common Stock issued to such Equity Investor under such Equity Investor’s Subscription Agreement multiplied by the Twenty-Day VWAP equals such Equity Investor’s aggregate purchase price as set forth in such Subscription Agreement, and a number of PIPE Incentive Shares equal to the additional shares issued to such Equity Investor will be forfeited to PubCo, without consideration, by Sponsor
      • The remainder of the PIPE Incentive Shares will be split among Sponsor and the Former Company Stockholders in the same proportions as the Closing Founder Shares were split among Sponsor and the Former Company Stockholders
    • If the Twenty-Day VWAP equals or exceeds $10.10, then, on the Date of Determination, all of the PIPE Incentive Shares will be split among Sponsor and the Former Company Stockholders in the same proportions as the Closing Founder Shares were split among Sponsor and the Former Company Stockholders
  • “Date of Determination” means the twenty-first Trading Day (21st) day after the six (6)?month anniversary of the Closing Date

less 10m

10m more

NOTABLE CONDITIONS TO CLOSING

  • Minimum cash closing of $55 million.

NOTABLE CONDITIONS TO TERMINATION

  • Prior to Closing, by written notice if Transactions aren’t consummated on or before March 6, 2023 (Outside Date), or as per ROC Energy’s certificate of incorporation, June 6, 2023.

ADVISORS

  • Jefferies LLC is serving as capital markets advisor and private placement agent to ROC Energy Acquisition Corp.
  • Winston & Strawn LLP is serving as legal advisor to ROC.
  • EarlyBirdCapital, Inc. is serving as financial advisor to ROC Energy Acquisition Corp.
  • Bracewell LLP is serving as legal advisor to Drilling Tools International.

EXTENSIONS – 12/7/22 – LINK

  • ROC Energy Acquisition Corp. announced that an affiliate of ROC Energy Holdings LLC (the “Sponsor”), has deposited an aggregate of $2,070,000 (representing $0.10 per public share) (the “Extension Payment”) into the Company’s trust account for its public stockholders.
  • This deposit enables the Company to extend the date by which the Company has to complete its initial business combination from December 6, 2022 to March 6, 2023 (the “Extension”).
  • The Extension is the first of two three-month extensions permitted under the Company’s governing documents.

MANAGEMENT & BOARD

Executive Officers

Daniel Jeffrey Kimes, 39
Chief Executive Officer and Director

Daniel Kimes is a Managing Director at Arch Energy Partners, where he has worked since April 2020 and is responsible for deal origination, underwriting, and risk mitigation. From January 2020 to March 2020, Mr. Kimes was an independent consultant. Prior to that, from September 2017 to December 2019, Mr. Kimes served as the co-founder, co-Chief Executive Officer and as a member of the board of directors of Shot Hollow Resources, LLC, a Carnelian Energy Capital portfolio company. Prior to Shot Hollow, from 2012 to 2017, Mr. Kimes served as the Chief Financial Officer, the interim Chief Executive Officer and as a member of the board of directors of Brigadier Oil & Gas, LLC, a private equity-sponsored exploration and production company. Mr. Kimes previously worked for NGP Energy Capital Management (“NGP”), a private equity firm focused on investing in the energy sector from July 2006 to July 2008 and started his career working for RBC Capital Markets in their energy investment banking group. Mr. Kimes graduated Magna Cum Laude, Honors in Liberal Arts and Honors in Business from Southern Methodist University and earned a MBA from Stanford University. Mr. Kimes was the co-founder of the Dallas Chapter of Young Professionals in Energy and serves on the UT Dallas Energy Advisory Council.

Rosemarie Cicalese, 39
Chief Financial Officer

Rosemarie Cicalese has more than 15 years of experience in finance, with a particular focus in the energy sector. She joined Arch Energy Partners in June 2021 to focus on developing ROC Energy Acquisition Corp. From 2004 through 2020, Ms. Cicalese worked at J.P. Morgan, most recently serving as an Executive Director in the Corporate Banking Energy Group in Houston, where she managed a reserve-based loan book, originated loans and other banking business, and led client relationships with public and private exploration and production companies. Prior to that, Ms. Cicalese worked in J.P. Morgan’s Commodities Group in its New York office, as an Executive Director on the Corporate Derivatives Marketing team, where she worked with oil and gas companies, executing energy risk management hedging strategies. Ms. Cicalese is actively involved with, and serves on the board of directors of, The Periwinkle Foundation, a non-profit organization that develops and provides camps, arts, and survivor programs for children with cancer and other life-threatening illnesses. Ms. Cicalese holds a Bachelor of Engineering in Engineering Management from Stevens Institute of Technology and is a CFA® charterholder.

Board of Directors

Joseph Drysdale, 41
Chairman of the Board

Joe Drysdale is the co-founder and a Managing Partner of Fifth Partners, where he has overseen all real estate investment platforms since the firm was founded in 2015. Mr. Drysdale has over 15 years of investing and management experience, primarily in the real estate and energy sectors, as well as with early stage companies across diverse industries. He is an active member of various civic organizations in his community in Dallas, Texas. Mr. Drysdale received a B.A. from University of Texas.

Brian Minnehan, 49
Director Nominee

Brian Minnehan has over 25 years of experience in finance, including 17 years investing in the natural resources sector. Mr. Minnehan is the founder and has been serving as Managing Partner at Acadia Resources LP, his family office focused on growth investments, since March 2020. Mr. Minnehan joined NGP in 2007 where he most recently served as a Partner until March 2020. During his tenure with NGP, Mr. Minnehan served as a member of the investment committee and was appointed the lead director for numerous portfolio companies. Prior to joining NGP, Mr. Minnehan served as a Director at Prudential Capital Group where he was responsible for sourcing, analyzing, structuring and monitoring private debt investments across all sectors of the energy industry from 2004 to 2007. His previous tenures include Rothschild in its investment banking group in New York and Arthur Andersen in its corporate restructuring services group in Dallas, Bangkok and Seoul. Mr. Minnehan holds an MBA from Harvard Business School. He also holds a BBA and an MPA in Accounting from The University of Texas at Austin where he was a Sommerfeld Scholar. He is a CFA charterholder and a Certified Public Accountant (nonpracticing).

Alberto Pontonio, 55
Director Nominee

Alberto Pontonio joined Fifth Partners, LLC (“Fifth Partners”) in 2021 as a member of the public markets group. Fifth Partners is a private equity group located in Dallas, Texas and an affiliate of our sponsor and certain of our director nominees. Mr. Pontonio has over 25 years of experience in the financial services industry in both the U.S. and European markets. Mr. Pontonio co-founded and served as a Director of Galileo Acquisition Corp (NYSE: GLEO.U), a blank-check company that consummated an initial business combination with Shapeways, Inc. in September, 2021. Mr. Pontonio also co-founded and currently serves as a Director for Americas Technology Acquisition Corp. (NYSE: ATA.U), a $115 million special purpose acquisition company focusing on targets operating in the TMT verticals. From 2019 to September 2021, he was with Raymond James as a financial advisor, based in Miami. Prior to this, from 2013 through 2018, he traded Equity Index futures with DP Trading. In 2009, he co-founded Censible, an automated investment platform that allows individual investors to align their investments with their personal interests and social values. Mr. Pontonio’s previous tenures include Espirito Santo in their investment banking group, Bear Stearns in London as a Managing Director, and Merrill Lynch in New York and London, as a Director in the Institutional Equity department. Mr. Pontonio started his career in New York at Cowen & Co. He holds a B.A. in economics from the Catholic University in Milan, Italy.

Lee Canaan, 65
Director Nominee

Lee Canaan is the founder and portfolio manager of Braeburn Capital Partners, a private investment management firm since 2003. Ms. Canaan has over 20 years of public and private board experience across diverse industries. She is currently serving on the board of directors of EQT Corporation (since July 2019), Aethon Energy (since June 2019), and PHX Minerals Inc. (since March 2014). She previously served on the board of directors of Philadelphia Energy Solutions, LLC, Rock Creek Pharmaceuticals, Inc., Equal Energy Ltd., Oakmont Acquisition Corp., and Noble International, Ltd. Ms. Canaan has served as an independent traditional and alternative energy industry consultant for various private, public and governmental entities since 2009, including the U.S. Department of Energy. She began her career as a geophysicist for Amoco, then moved into finance as an analyst and portfolio manager for ARCO corporate treasury, then as an investment analyst at AIM/INVESCO. Ms. Canaan holds a Bachelor of Science in Geological Sciences from University of Southern California, a Masters in Geophysics from The University of Texas at Austin, and an MBA in finance from The Wharton School. She is also a CFA® charterholder.

Win Graham, 51
Director Nominee

Win Graham has managed The Allar Company with his brother Jack in Graham, Texas since 2005. His responsibilities include managing minerals assets in 24 states, negotiating contracts and capital acquisitions. Prior to that Mr. Graham spent 10 years as an international crude oil trader working for Shell Trading and Vitol, where he traded physical cargos of crude oil from all over the world as well as domestic pipeline barrels, futures and options. For several years he was responsible for the futures, options and foreign barrels of crude that were traded in Shell’s United States system. He also spent time trading in both London and Singapore. Mr. Graham began his career as an oil and gas audit specialist at PricewaterhouseCoopers (f/k/a Coopers & Lybrand). Mr. Graham holds a BBA in accounting from The University of Texas at Austin and is a Certified Public Accountant (non-practicing). Mr. Graham is active in his community and has served as Board President of the GISD School Board, Graham Industrial Association and the Young County Appraisal District.

Joseph Colonnetta, 59
Director Nominee

Joseph Colonnetta has over 30 years of experience in the private equity industry as both an operator and investor, including substantial experience in identifying and acquiring a wide variety of businesses. Since 2011, he has been the Founding and General Partner of HBC Investments, which specializes in middle market private equity investments. Mr. Colonnetta was appointed by Texas Governor Rick Perry in 2012 and reappointed by Governor Greg Abbott to serve for eight years as a Trustee on the Teachers’ Retirement System of Texas, a $190 billion investment fund benefiting 1.7 million educators in the State of Texas, where he served as the Chairman of the Investment Committee for four years. Mr. Colonnetta has been a Director and Chairman on numerous private and public company boards including his current service on the boards of Aris Water Solutions (f/k/a Solaris Water Midstream), Getka Energy and Storage, and Thunderbird LNG. Prior to founding HBC Investments, Mr. Colonnetta was a Partner at Hicks, Muse, Tate & Furst, a nationally prominent private equity firm that specialized in leveraged acquisitions. Mr. Colonnetta is a Trustee of St. Michael’s Episcopal Foundation. He earned a Bachelor of Science in Finance from the University of Houston.

 

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