Twelve Seas Investment Company
PROPOSED BUSINESS COMBINATION: Brooge Petroleum and Gas Investment Company
ESTIMATED CURRENT FUNDS in TRUST: $213.7 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.32*
ENTERPRISE VALUE: $1.079 billion
*SPACInsider estimate a/o 12-18-19
Twelve Seas Investment Company proposes to combine with Brooge Petroleum and Gas Investment Company (“BPGIC”), a United Arab Emirates (UAE) company in the oil storage and services business, in a transaction valued at approximately $1 billion.
Brooge Petroleum and Gas Investment Company (“BPGIC”), was founded in 2013 to capitalize on an anticipated need for oil storage capacity at the Port of Fujairah, in the UAE, which was anticipated to become an important oil hub. Today, the Port of Fujairah is one of the most attractive storage hubs and a key strategic trading node globally. BPGIC is developing terminals in phases and aims to have a total capacity of 1 million m^3 following the scheduled completion of the second phase of construction by late Q2 or early Q3 in 2020.
The shareholders of the UAE company will sell 100% of its equity interests to Twelve Seas in exchange for total consideration of 100.0 million Twelve Seas ordinary shares, provided that at the election of the UAE company, up to 40% of the Closing Proceeds may be paid as cash consideration instead of Twelve Seas shares. All cash remaining in Twelve Seas at the closing of the Transaction is expected to be used for the UAE company’s growth.
Following the closing of the Transaction, BPGIC will continue to be led by its current management team with Mr. Nicolaas Paardenkooper as Chief Executive Officer, Miss. Lina Saheb, as Chief Strategy Officer, and Faisal El Selim as Chief Marketing Officer. BPGIC will remain headquartered in Fujairah, UAE.
Twelve Seas expects the Transaction to close at the end of the second quarter 2019 or early third quarter of 2019 with a closing condition that requires Twelve Seas to have net cash proceeds at closing (after payment of expenses and redemptions from Twelve Seas’ trust account), including any proceeds of any new equity financings (“Closing Proceeds”), in excess of $125 million.
Notable Conditions to Closing
- Closing Net Cash of at least $125,000,000 of Pubco and Twelve Seas
- On Nov. 20, 2019 (prior to combination vote): Brooge Holdings Limited announced intention to pay a $0.25 per share quarterly dividend to its public shareholders following the consummation of the business combination.
- first dividend to be paid in the first quarter of 2020
- The following post-business combination shareholders of Brooge Holdings have agreed to waive their rights to receive such dividends for two years following the closing:
- The existing BPGIC shareholder
- The holders of 4,140,000 shares issued to Twelve Seas Sponsors I LLC, the sponsor of Twelve Seas, and to certain officers and directors of Twelve Seas, and
- The holders of 375,000 shares issued to EarlyBirdCapital, Inc.
- On December 10, 2019, both Twelve Seas and Brooge Holdings Limited agreed to irrevocably waive the condition to closing contained in the Business Combination Agreement dated April 15, 2019, which requires the Closing Net Cash to be at least $125,000,000.
- EarlyBirdCapital, Inc. is acting as exclusive financial and capital markets advisor to Twelve Seas Investment Company.
- Ellenoff Grossman & Schole LLP is acting as Twelve Seas Investment Company’s legal advisors.
- K&L Gates is acting as legal advisors to BPGIC.
- Maples & Calder is acting as Cayman Islands legal counsel for the transaction.
TWELVE SEAS MANAGEMENT & BOARD
Dimitri Elkin, 49
Chief Executive Officer
Since April 2013, Mr. Elkin has been a Founding Partner of Twelve Seas Limited. From 2007 to April 2013, Mr. Elkin served as General Partner of UFG Private Equity, a mid-market regional buyout firm based in Moscow. From 2003 to 2006, Mr. Elkin was a Founding Partner at GIC Capital, a U.S. private equity firm. From 1998 to 2003, Mr. Elkin served as an investment executive at Kohlberg Kravis Roberts & Co., heading its activities in the former Soviet Union and Eastern Europe. From 1996 to 1998, Mr. Elkin served as an investment banker at Lehman Brothers Holdings, Inc., an investment banking firm. Mr. Elkin previously served as director of multiple corporate entities, including Kamaz Imperial Porcelain Company, and Russian Alcohol. Mr. Elkin graduated from Moscow State University and received an MBA from Harvard Business School.
Stephen A. Vogel, 69
President & Director Nominee
Mr. Vogel has over 40 years of operating and private equity experience. He has served as General Partner of Vogel Partners, LLP, a private investment firm, since 1996. Most recently, Mr. Vogel was Executive Chairman of Forum, a SPAC that completed its IPO in April 2017 and then merged with ConvergeOne (NASDAQ: CVON) in February 2018. Mr. Vogel began his career in 1971 as President, CEO and Co-Founder of Synergy Gas Corp., a retail propane distribution company. During his 25-year tenure, Mr. Vogel grew Synergy to more than 250,000 customers, 2,700 employees and more than $300 million in annual revenue. Synergy Gas Corp. successfully completed 50 acquisitions during this time and increased its distribution base to 330 retail locations. After selling Synergy Gas Corp. to Northwestern Corp. in 1995, Mr. Vogel co-founded EntreCapital Partners, a private equity firm that focused on companies facing operational or management challenges, and served until 1999. Additionally, he was a venture partner at EnerTech Capital Partners, an energy focused venture capital firm, from 1999 to 2002, and an operating partner at Tri-Artisan Capital Partners, LLC, an investment bank, from 2004 to 2006. Mr. Vogel also served as CEO of Grameen America, a not-for-profit organization that provides microloans to low-income borrowers in the United States, from 2008 to 2013. He was on the board of Netspend (NASDAQ: NTSP), a leader for prepaid stored value platforms, from 2011 to 2013. Mr. Vogel was a member of the Board of Trustees at Montefiore Medical Center and Children’s Hospital for over 20 years and served on the Board of Trustees at Lighthouse International, a non-profit organization. Mr. Vogel is a past Trustee of the Horace Mann School and previously served on the Board of Directors of the National Propane Gas Association. Mr. Vogel received a BS degree from Syracuse University School of Management.
Bryant B. Edwards, 63
Chief Operating Officer & Director Nominee
Mr. Edwards retired from Latham & Watkins a premier global law firm and the world’s largest law firm by revenue, in 2016, after a 35-year legal career. From 1981 to 2016, Mr. Edwards gained extensive experience throughout the Pan-Eurasian region, as both a practicing corporate and securities attorney, as well as in various management roles building the firm’s practices in Europe (from 2000 to 2008), the Middle East (from 2008 to 2012) and then East Asia (from 2012 to 2016). He served as Chair of the European High Yield Association (EHYA) from 2004 to 2008, and helped establish the Gulf Bond & Sukuk Association (GBSA) and served on its Steering Committee and as Chair of its Regulatory Committee, from 2008 to 2012. Additionally, Mr. Edwards served as Vice-Chair of the Credit Markets Committee of the Asia Securities & Financial Markets Committee (ASIFMA) from 2012 to 2016. Mr. Edwards graduated from Brigham Young University with a BA and received his Juris Doctor from the University of Chicago Law School.
Stephen N. Cannon, 50
Chief Financial Officer
Since October 2014, Mr. Cannon has been President of Everest Partners Limited, a privately-owned investment firm, focused on Asian private investments. Since July 2017, Mr. Cannon has been the President, CFO and a director of CM Seven (NASD: CMSS), a Nasdaq-listed SPAC sponsored by a leading Chinese private investment firm that raised approximately $200 million in an initial public offering in October 2017. From June 2014 until July 2016, Mr. Cannon was CEO and a director of DT Asia Acquisition Corp, a Nasdaq-listed SPAC, which consummated its business combination with China Direct Lending Corp. in July 2016. From 2010 until October 2014, Mr. Cannon was a Partner and Head of China for RedBridge Group Ltd., a boutique merchant banking firm focused on Chinese and Arabian Gulf cross-border investments. From 2009 until October 2014, Mr. Cannon was a senior advisor at Ackrell & Co, a U.S. broker-dealer. From 2007 until 2010, Mr. Cannon served in various capacities with Hambrecht Asia Acquisition Corp., a Nasdaq-listed SPAC, as a co-founder, initial CFO and a director, and then VP of Acquisitions. Hambrecht Asia Acquisition Corp. merged with SGOCO Ltd, a Chinese company, in April 2010. From 2005 until 2008, Mr. Cannon served as a Managing Director of Asian investment banking for WR Hambrecht & Co. Prior to WR Hambrecht & Co, Mr. Cannon worked at the following investment banking firms: Ackrell & Co (2003-2005); ABN-Amro Securities (2000-2002); Donaldson Lufkin & Jenrette (1994-2000); Smith Barney (1993-1994); and Salomon Brothers (1991-1993). Mr. Cannon graduated from the University of Notre Dame with a Bachelor’s degree. Mr. Cannon is currently an advisor to the Royal family of Cambodia, and serves on the board of the Cambodian Hotel Association.
Board of Directors
Neil Richardson, 61
Chairman of the Board of Directors
Since January 2012, Mr. Richardson has been the Chairman of North Sea Capital, an independent family office involved in private equity and other investments. From 2004 to 2012, Mr. Richardson was a Founding Partner for Lion Capital, a London-based private equity firm specializing in consumer industry investments globally. From 1994 to 2004, Mr. Richardson was with Kohlberg Kravis Roberts & Co, a leading global private equity firm, where he was a General Partner. From 1986 to 1994, Mr. Richardson was a Managing Director with Credit Suisse First Boston, an investment banking firm. From 1980 to 1986, Mr. Richardson was a manager with Bain & Company, a consulting firm. Mr. Richardson previously served as director of multiple corporate entities including Newsquest, Wincorp Nixdorf, Tenovis, Aurum, and American Apparel. He is an investor in Twelve Seas Limited, a private equity advisory company, and currently serves as a director of that company. Mr. Richardson graduated from Oxford University.
Gregory A. Stoupnitzky, 61
Since October 2017, Mr. Stoupnitzky has been a Senior Advisor with Barclay Investments LLC, a financial services firm. He is the Senior Independent Director and a member of the Audit and Nominating Committees for Eland Oil & Gas Plc. (AIM: ELA) which he joined in January 2016. From January 2014 to October 2015, Mr. Stoupnitzky served as CEO and Executive Director of Azonto Petroleum Limited (ASX: APY) (now known as Calima Energy Limited), a gas-to-power developer in West Africa, where he led the company’s transformation efforts. From 2011 to June 2014, he served as a London-based Managing Director and then Consultant with Renaissance Capital, a Moscow-based Merchant Bank, where he was the senior banker for energy-related investment banking activities. From 2008 to 2011, Mr. Stoupnitzky founded CIS Capital LLC, a consultancy practice focused on the energy and power sectors. From 2010 to 2011, he advised BCP Securities Inc., a U.S.-based broker dealer, solely focused on emerging markets. From 1998 through 2008, Mr. Stoupnitzky was a Managing Director of Global Investment Banking at Morgan Stanley & Co, based out of New York, London and Moscow. He was co-head of emerging capital markets from 2002 to 2005 and was a member of Morgan Stanley’s Capital Commitment Committee from 2006 to 2008. From 1996 to 1998, Mr. Stoupnitzky was a partner at Imag Gmbh, a private equity firm focusing on Russia and the Commonwealth of Independent States region. From 1986 to 1996, he worked at Bear Stearns Companies, Inc. Mr. Stoupnitzky has served on the board of the U.S.-Russia Business Council and of several corporate entities including Rialto Energy Limited and Vioco Petroleum. Mr. Stoupnitzky graduated from Columbia University with a BA and an MA as well as a certificate from Moscow State University. He is currently an Advisory Board Member of Columbia University’s School of International and Public Affairs.
Suneel G. Kaji, 49
Since October 2016, Mr. Kaji has been serving as an employee director of the University of Texas and Texas A&M System Management Company (UTIMCO) and advising on co- and direct principal investments globally as well as emerging markets’ fund selection. Since June 2014, Mr. Kaji has served as a Managing Director of Accordion Partners LLC, a private equity consultancy with three offices globally. He established and led the firm’s investment affiliate (established in 2014) that co-invests with the firm’s consultancy clientele. From 2008 to June 2014, Mr. Kaji had been a Managing Director and Senior Investment Manager-Private Investments at TRG Management (an affiliate of the Rohatyn Group). He managed non-real estate private investment activity across Asia, including cross-border investments with the US and Australia. He was responsible for origination, evaluation, and structuring of private equity and distressed credits across diverse industries such as natural resource services, chemicals, logistics, and consumer services. Mr. Kaji also sat on the boards of two joint venture real estate and infrastructure funds in Asia. From 2003 to 2008, Mr. Kaji was a Managing Director at the GEM-Kinderhook Funds in New York, focused on mid-cap control investments, structured minority equity and hybrid credit transactions in the US, as well as opportunistic pursuits in China, the Middle East North Africa region, and India. From 1999 to 2003, Mr. Kaji was a Principal at Crown Capital Group, a mid-cap private equity group established by DLJ Merchant Banking, Apollo Management and former employees thereof. Previously he was a Vice President at DLJ Merchant Banking Partners (1996 to 1999), based in New York and Hong Kong. Mr. Kaji started his career in finance with Salomon Brothers (1991 to 1994) and entered the principal investment business at Goldman Sachs (1995). He graduated from the Wharton School of the University of Pennsylvania with a Bachelors of Science in Economics, magna cum laude, and Stanford University with an MBA from the Stanford Graduate School of Business.