Announcement • Jun 21
Drilling Tools International, Inc. completed the acquisition of ROC Energy Acquisition Corp. (NasdaqGM:ROC) from ROC Energy Holdings, LLC and others in a reverse merger transaction.
Drilling Tools International, Inc. signed the letter of intent to acquire ROC Energy Acquisition Corp. (NasdaqGM:ROC) from ROC Energy Holdings, LLC and others in a reverse merger transaction on December 5, 2022. Drilling Tools International, Inc. (DTI) entered into a definitive business combination agreement to acquire ROC Energy Acquisition Corp. from ROC Energy Holdings, LLC and others for approximately $210 million in a reverse merger transaction on February 13, 2023. In connection with the Merger, ROC will issue consideration consisting of 19,630,993 shares of common stock to former DTI stockholders (the “Base Stock Amount”), a variable number of shares of common stock to former DTI stockholders (the “Variable Stock Amount”) and $11,000,002 of cash to former holders of DTI Preferred Stock (the “Aggregate Preferred Cash Consideration”, and together with the Base Stock Amount and the Variable Stock Amount, the “Consideration”). The transaction implies an enterprise value of approximately $319 million. Hicks Equity Partners and other existing DTI shareholders will reinvest over 95% of their equity holdings into the Combined Company to maximize cash on balance sheet. Upon closing, the combined company will be listed on the Nasdaq under the new ticker “DTI”. Post closing, Combined company will change its name to Drilling Tools International, Inc. or Drilling Tools International Corporation.
The consummation of the Merger is conditioned upon, among other things, the expiration or termination of the applicable waiting period(s) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder; ROC Energy having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended; receipt of ROC Energy stockholder approval and certain Drilling Tools stockholder approvals; the approval for listing of PubCo’s Common Stock on Nasdaq subject only to official notice of issuance thereof; satisfaction of the Minimum Cash Condition; redemption by ROC Energy of less than ninety-five percent (95%) of the Public Shares issued and outstanding as of the date of the Merger Agreement after giving effect to redemptions through the Offer; the execution and delivery of certain ancillary agreements; Lock-up Agreement shall have entered into and other customary closing conditions, including the receipt of certain regulatory approvals. The Boards of Directors of each of DTI and ROC have unanimously approved the transaction. In addition, in connection with the execution of the Merger Agreement, Drilling Tools’ majority stockholder entered into a support agreement with ROC Energy and Drilling Tools pursuant to which such stockholders agreed to vote all Subject Shares beneficially owned by it in favor of the Merger. The transaction is expected to close in the second quarter of 2023. As of March 2, 2023, announced the extension by which ROC has to complete its initial business combination from March 6, 2023 to June 6, 2023. As of May 17, 2023, ROC's registration statement on Form S-4, relating to the acquisition has been declared effective by the U.S. Securities and Exchange Commission. The shareholders meeting of ROC is scheduled on June 1, 2023 to approve the extension by which ROC has complete a business combination. As of June 1, 2023, transaction has been approved by the shareholders of ROC.
Jefferies LLC is serving as capital markets advisor and private placement agent to ROC Energy Acquisition Corp. Kirkland & Ellis LLP is serving as legal counsel for Jefferies LLC. EarlyBirdCapital, Inc. is serving as financial advisor with a service fee of $2 million to ROC Energy Acquisition Corp. Will Anderson, Benjamin J. Martin, Troy L. Harder, Heather L. Brown, Andrew Bueso, Steven Lorch, Matthew Grunert, Don Lonczak, Elizabeth L. McGinley, Jonathon K. Hance, Jeff Andrews, Jason B. Hutt, Daniel E. Hemli, Amber K. Dodds and Jacqueline R. Java of Bracewell LLP serving as legal advisors to Drilling Tools International. Michael Blankenship, Chris Ferazzi, Dean Hinderliter, Scott Landau of Winston & Strawn LLP is serving as legal advisor to ROC. Bracewell LLP acted as due diligence provider to DTI. Winston & Strawn LLP acted as due diligence provider to ROC. ROC retained Energy Capital Solutions LLC to serve as an independent financial advisor with a service fee of $50,000 to the ROC Board, specifically to provide to the ROC Board a fairness opinion with a service fee of $225,000 in connection with the business combination. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to ROC. CFGI, LLC acted as accountant to Drilling Tools International. Graubard Miller acted as a legal advisor and Ellenoff Grossman & Schole LLP provided due diligence to ROC Energy Acquisition Corp.
Drilling Tools International, Inc. completed the acquisition of ROC Energy Acquisition Corp. (NasdaqGM:ROC) from ROC Energy Holdings, LLC and others in a reverse merger transaction on June 20, 2023. Drilling Tools International Corp. common stock is expected to begin trading on Nasdaq at market open on June 21, 2023 under the ticker "DTI".
