- Drilling Instruments Worldwide (“DTI”), since 1984, is a number one oilfield providers firm specializing within the manufacture and rental of apparatus utilized in horizontal and directional drilling within the oil and gasoline trade.
- The general PIPE transaction 40.8 million {dollars}Significant participation contains Fifth Companions, an affiliate of ROC Sponsor, in addition to DTI’s current most well-liked shareholders.
- The transaction was created 25.9 million {dollars} From frequent inventory PIPE and 1.7 million {dollars} Money from ROC Belief Account, after making use of for shareholder redemptions
- Current DTI shareholders elected to reinvest 10.8 million {dollars} The money that ought to have been obtained from the merger into the joint PIPE and the ROC sponsor companions reinvested. 4.1 million {dollars} They’re indebted to the frequent inventory of PIPE beneath convertible promissory notes
- In consequence, current DTI stockholders transformed greater than 100% of their frequent inventory and greater than 98% of their most well-liked inventory into frequent inventory of the mixed firm.
- Hicks Fairness Companions and different current DTI shareholders will personal 73.0% of DTI instantly following the transaction.
- DTI used a portion of the proceeds from the transaction to repay all funds beneath DTI’s revolving credit score facility.
- The transaction positions DTI, which has a confirmed acquisition historical past and robust pipeline of M&A targets, to additional pursue consolidation efforts within the small-cap oilfield providers market.
- DTI is predicted to profit from a streamlined capital construction, no collateral, a robust, debt-free steadiness sheet, and a aggressive steadiness sheet with operations in 22 areas. North America, Europe and the center eastand a blue-chip buyer base
- Drilling Instruments Worldwide Corp. The frequent inventory is predicted to start out buying and selling on the Nasdaq open market June 21, 2023 Below the image “DTI”.
Houston, June 20, 2023 /PRNewswire/ — Drilling Instruments Worldwide Holdings, Inc., a producer and provider of quite a lot of tools for horizontal and directional drilling functions, introduced that it has accomplished a enterprise mixture with Rossi Power. Acquisition Corp. (“ROC”). The mixed firm will function beneath the title Drilling Instruments Worldwide Corp. (“DTI” or the “Firm”).
Getting began June 21, 2023, on the open of enterprise, DTI’s frequent inventory trades on the Nasdaq Capital Market (“Nasdaq”) beneath the image “DTI”. The corporate will proceed to steer Wayne PridgenCEO and David JohnsonChief Monetary Officer, together with the remainder of the DTI administration workforce.
The transaction was accredited by a particular assembly of ROC shareholders June 1, 2023 (the “Particular Assembly”). Greater than 83% of the votes forged on the enterprise mixture proposal on the particular assembly have been in favor of approving the enterprise mixture. ROC stockholders voted to approve the entire proposals introduced on the particular assembly.
“We’re enthusiastic about what the longer term holds for DTI as we embark on our subsequent chapter as a publicly traded firm,” he mentioned. Wayne Pridgen, Director Common of DTI. “We shut this transaction with zero debt in a robust strategic place and able to execute on development alternatives in our core competencies. We couldn’t have gotten up to now with out the dedication and help of our workers, prospects and companions. Thanks. Thanks all.”
Daniel Kims“The merger between ROC and DTI is the fruits of an unbelievable quantity of labor and belief between each events,” added the ROC CEO. It’s going to assist drive natural development. Moreover, the oilfield providers sector is ripe for consolidation, which is able to drive inorganic development via M&A. A pure purchaser within the sector. Lastly, our shared imaginative and prescient, trade dynamics and confidence in administration is why we’ve got invested vital PIPE capital in help of the corporate.”
Advertising overview
The transaction was created 25.9 million {dollars} From frequent inventory PIPE and 1.7 million {dollars} Money from the ROC Belief Account, after making use of for shareholder redemptions. As well as, current DTI shareholders elected to reinvest 10.8 million {dollars} Funds that have been to be obtained into frequent inventory PIPE Merger and ROC Sponsor Associates reinvested. 4.1 million {dollars} Indebtedness beneath convertible promissory notes to frequent inventory PIPE. The general PIPE transaction 40.8 million {dollars}Significant participation by Fifth Companions, an affiliate of ROC Sponsor, in addition to DTI’s current most well-liked shareholders. A portion of the online proceeds of the transaction have been used to repay all excellent quantities beneath DTI’s revolving credit score facility, which resulted in DTI having no excellent debt beneath that facility.
The general public itemizing will enable the corporate, with a confirmed monitor report of acquisitions and a robust pipeline of M&A targets, to additional pursue strategic consolidation alternatives within the small oilfield providers market. DTI expects to profit from a robust steadiness sheet, streamlined capital construction, world footprint of amenities and blue-chip shopper base that may help continued development and worth creation.
Counselors
Bracewell LLP acted as authorized advisor to the DTI. Winston & Straw LLP served as authorized counsel to ROC. Jeffries served as a capital markets advisor and personal placement agent for ROC. Kirkland & Ellis LLP acted as authorized counsel to Jefferies. EarlyBirdCapital, Inc. Served as monetary advisor to ROC.
About Drilling Gear Worldwide
DTI (Nasdaq: DTI) a Houston, Texas A number one oilfield providers firm that manufactures and leases drilling rigs used within the drilling of horizontal and vertical oil and pure gasoline wells. DTI operates from 22 areas North America, Europe and the center east. DTI’s largest shareholder is an affiliate of Hicks Fairness Companions LLC. To be taught extra about DTI, go to: www.drillingtools.com.
About ROC Power Acquisition Corp.
ROC was a clean test firm fashioned to impact a merger, alternate of capital inventory, acquisition of property, inventory buy, reorganization or comparable enterprise transaction of a number of companies. Whereas ROC can pursue acquisitions in any enterprise trade or sector, it has centered its efforts on the standard vitality sector within the U.S. ROC is led by a CEO. Daniel Jeffrey Kims and Chief Monetary Officer Rosemary Sikales. To be taught extra, go to: https://rocspac.com.
Ahead-looking statements
This press launch could embody and oral statements made occasionally by representatives of the Firm could represent “forward-looking statements” throughout the that means of Part 27A of the Securities Act of 1933 and Part 21E of the Securities Act. Trade Act of 1934, as amended. All statements aside from statements of historic truth contained on this press launch concerning the enterprise mixture and financing and associated issues are forward-looking statements. As used on this press launch, phrases corresponding to “anticipate,” “consider,” “proceed,” “could,” “estimate,” “anticipate,” “suppose,” “may,” “may,” “plan” discuss with DTI, ROC or when referring to the Firm or their respective administration groups, the phrases “potential,” “doable,” “forecast,” “challenge,” “ought to” and comparable expressions determine forward-looking statements. . These forward-looking statements contain vital dangers and uncertainties, a few of that are tough to foretell and could also be past the management of DTI, ROC and the Firm. These dangers are that the precise outcomes could differ materially from the anticipated outcomes. Elements that might trigger such variations embody: (1) the result of any authorized proceedings which will come up in reference to the enterprise mixture; (2) the enterprise mixture threatens to disrupt DTI’s plans and operations. (3) failure to appreciate the anticipated advantages of the enterprise mixture, together with, competitors, the corporate’s capability to develop and handle profitability, keep relationships with prospects and suppliers, and retain key personnel could also be harmed; , (4) prices related to the enterprise mixture, (5) the flexibility to proceed to satisfy inventory alternate itemizing requirements after the enterprise mixture is accomplished, (6) adjustments in relevant legal guidelines or rules, (7) the probability that the Firm will probably be adversely affected by different financial, enterprise and/or aggressive situations. , (8) the influence of the worldwide COVID-19 pandemic, and (9) different dangers and uncertainties which can be introduced to you individually and described occasionally when it comes to presentation and potential. ROC or the corporate’s filings with the Securities and Trade Fee (“SEC”). As well as, there are dangers and uncertainties disclosed within the proxy assertion/prospectus/consent solicitation assertion associated to the enterprise mixture filed by ROC with the SEC. Could 12, 2023 (the “Proxy Assertion”). Such forward-looking statements are primarily based on the beliefs of DTI, ROC and the Firm’s administration, in addition to the assumptions made and data at the moment out there to the DTIs, ROCs and the Firm’s administration. Precise outcomes could differ materially from these contemplated by the forward-looking statements attributable to sure components set forth within the proxy assertion. All subsequent written or oral forward-looking statements made by the Firm or individuals appearing on its behalf are certified of their entirety by this clause. Ahead-looking statements are topic to many situations, lots of that are past the management of every of DTI, ROC and the Firm, together with these set forth within the Threat Elements part of the proxy assertion. The Firm undertakes no obligation to replace these statements for revisions or adjustments after the date of this launch, besides as required by regulation. Reference to debt-free steadiness refers to loans beneath the DTI Revolving Credit score Facility.
Supply: ROC Power Acquisition Corp.
We give you some web site instruments and help to get the finest lead to each day life by taking benefit of straightforward experiences