TRADING QUOTES 7:05 AM May 27, 2019
Total Public Proceeds at IPO ($mm): $230.0
% Held in Trust: 100.0%
$ Held in Trust per Unit: $10.00
Mgmt's Sector Expertise/Focus: Resources/Industrial Materials
IPO Date: February 8, 2019
Months to Complete: 24
Deadline Date: February 8, 2021
Unit Structure (RMG.U)
Share (RMG): 1 Share Class A Common Stock
Warrant (RMG.WS): 1/3 Warrant
Public Warrant Terms:
Exercise Price: $11.50
Redemption Price: $18.00 for cash/cashless; $10.00 for shares
Redemption: Cash, Cashless or for Shares Mgmt's Discretion
Book-runner(s) and Lead Mgr(s): Deutsche Bank, Stifel
Fees (Upfront/Deferred): 2.0%/3.5%
Issuer's Counsel: Latham & Watkins LLP
Underwriter's Counsel: Weil, Gotshal & Manges LLP
Additional Terms: Crescent Term: $9.20 threshold
MANAGEMENT & BOARD
Robert S. Mancini, 61
Chief Executive Officer & Director
From June 2018 to December 2018, Mr. Mancini served as a Senior Advisor to Carlyle Power Partners and was a Partner and a Managing Director with The Carlyle Group and head or co-head of Carlyle’s power investment business from December 2012 until June 2018. Prior to joining Carlyle, from June 1993 to December 2012 Mr. Mancini was an employee of Goldman Sachs & Co., and from November 1999 through December 2012 was a Managing Director at Goldman Sachs & Co. From December 2003 to December 2012, Mr. Mancini led or co-led Goldman Sach’s on-balance sheet power asset investment business. During that period Goldman Sachs conducted most of its power asset investment business through its wholly owned subsidiary, Cogentrix Energy LLC, where Mr. Mancini served in various capacities, including as the President, co-President and Chief Executive Officer and serving as a member of the board of directors. Mr. Mancini was instrumental in the formation of and Goldman’s entry into the power asset investment business in 2003 and he was also responsible for the creation of Goldman’s proprietary Commodities Principal Investment business in 2006, where he led investments on Goldman’s behalf in companies involved in the processing, production and logistics for a broad range of commodities including base, precious and specialty metals, oil, gas, coal and other energy related raw materials, as well as CO2 offsets and mitigation. Prior to 2003, Mr. Mancini was a member of the legal department where he eventually became the Deputy General Counsel of the Securities Division. During his tenure at Goldman, Mr. Mancini sat on several committees including the firm-wide Risk Committee, Operational Risk Committee, and Divisional Risk Committee, as well as several portfolio company boards. Prior to joining Goldman, Mr. Mancini spent nine years in private practice as a lawyer with Debevoise and Plimpton, where he established that firm’s derivatives practice. Mr. Mancini received his J.D. from New York University School of Law in 1984, where he was a member of Law Review, and received his B.A. degree from Binghamton University in 1980.
Philip Kassin, 61
President, Chief Operating Officer & Director
From August 2016 to October 2016, Mr. Kassin was a Managing Director and Head of M&A and Financing at M-III Partners and has over 35 years of experience as both an advisor and investor in public and private equity. At M-III Partners, he completed a $345 million SPAC transaction for M-III Acquisition Corp., successfully acquiring Infrastructure and Energy Alternatives (NASDAQ: IEA) from Oaktree Capital Management, and serving on its Board from March 2016 to October 2016. Prior to joining M-III Partners, Mr. Kassin was a Senior Managing Director at Evercore from July 2010 to April 2016, specializing in chemicals and energy. Prior to Evercore, from September 2005 to July 2010, Mr. Kassin was the Head of M&A and Financing for Access Industries, a privately held industrial group which focused on natural resources and chemicals, media and telecommunications, technology and e-commerce and real estate. Mr. Kassin also served as a Supervisory Board Member of Basell Polyolefins from 2005 to 2007 and as a Supervisory Board Member of LyondellBasell Industries from 2007 to 2010, where he also served as Chairman of the Finance and Investment Committee and Chairman of the Audit Committee. Earlier in his career, Mr. Kassin held senior investment banking roles at Morgan Stanley, Goldman Sachs, Merrill Lynch and AIG. He was also a Partner at PwC where he was responsible for its energy M&A consulting practice. Mr. Kassin started his career as a utilities analyst at Standard & Poor’s. Mr. Kassin earned an M.P.A. from the Maxwell School at Syracuse University and a B.A, in Policy Studies from Syracuse University. He also has FINRA Series 24, 63 and 79 Qualifications.
Board of Directors
D. James Carpenter, 51
Mr. Carpenter is the Founder and has been a Senior Managing Director and Chief Executive Officer of Riverside Management Group, LLC (“Riverside”) for 22 years. Riverside is a merchant bank with approximately 45 senior professionals and advisors who have completed billions of dollars of transactions as advisors, principal investors and as management. From 2002 to 2004, Mr. Carpenter served as the CEO of Horsehead Industries (renamed American Zinc Recycling), one of the largest zinc recyclers and producers in the U.S. Mr. Carpenter was a founding investor and has served as a longtime advisor, and since 2016 has served as a board member of Allied Resource Corp, a clean water and clean energy company. He is a founder of Mohegan Energy where he led the capital formation for the acquisition of Met Resources, a company with over 40 million tons of steel making coal reserves. Mr. Carpenter earned his B.A. from Boston University in 1989. He also has FINRA Series 24, 63 and 79 licenses.
W. Grant Gregory, 77
Mr. Gregory is the founder, and since December 1987 has served as the Chairman of, Gregory & Hoenemeyer, Inc., a financial advisory firm providing mergers and acquisitions and strategic services to Chinese, U.S. and European firms, including private equity firms. Mr. Gregory’s expertise includes corporate governance and ethical business practices, mergers and acquisitions and tax policy. Mr. Gregory has served successfully in numerous leadership roles as chairman of the board, chief executive officer, investment banker, merchant banker and director of public, private and nonprofit corporations. Mr. Gregory previously served as a corporate director of NYSE member companies, including Chrysler Corporation until 2007, MCI until 2006 and Renaissance Hotels Inc. until 1997, and he has served as the chairman of the audit, governance and compensation committees for a number of NYSE member companies. Mr. Gregory has also served as chairman of Special Independent Directors Committees for numerous NYSE member companies. He was Vice Chairman of Cerberus Capital Management, L.P. from 2005 until 2011. Mr. Gregory is also a founder of DoubleClick Inc. Mr. Gregory was previously Chairman of the Board of Touche Ross & Co. (Deloitte Touche Tohmatsu), where he worked for 24 years until 1987. At Touche Ross & Co., Mr. Gregory led global teams in a wide range of industries while servicing the firm’s 100 largest clients. He played a leadership role in the opening of the firm’s first office in the People’s Republic of China in Beijing, and while an Advisor to the Ministry of Finance was instrumental in creating the first U.S. Financial Reporting and Accounting now widely used throughout China. Mr. Gregory has served as Executive Co-Chairman of the United States Privatization Council and the U.S. Trade Representative’s Advisory Committee on International Trade in Services. He currently serves as Chairman Emeritus of the National Forest Foundation, Director Emeritus of the Wyoming Wildlife Foundation, Director Emeritus of The National Board of Directors of Junior Achievement, and Director of the Neely Center for Ethical Leadership and Decision Making at the University of Southern California. Mr. Gregory graduated with distinction from the University of Nebraska in 1964, where he was later awarded an Honorary Doctorate of Humane Letters, as well as The Builder Award, the University’s highest non-academic recognition.
Dr. Heinz C. Schimmelbusch, 74
Dr. Schimmelbusch has served as the Chief Executive Officer and Chairman of the Management Board of AMG Advanced Metallurgical Group N.V. (EuroNext Amsterdam: AMG) since November 21, 2006. He has served in a similar capacity for businesses comprising AMG since 1998. Dr. Schimmelbusch also serves as Non-Executive Chairman of the Board of various companies, including Allied Resource Corporation since 1996. Dr. Schimmelbusch served as Chairman of Metallgesellschaft AG from 1989 until he resigned in 1993. His directorships have included Aurubis AG, Allianz Versicherung AG, Mobil Oil AG, Teck Corporation, Methanex Corporation and MMC Norilsk Nickel and he is currently a director of PFW Aerospace GmbH. Dr. Schimmelbusch served as a member of the Presidency of the Federation of German Industries (BDI) and the Presidency of the International Chamber of Commerce (ICC). Dr. Schimmelbusch received his graduate degree (with distinction) and his doctorate (magna cum laude) from the University of Tübingen, Germany.