PROPOSED BUSINESS COMBINATION: PureCycle
ENTERPRISE VALUE: $826 million
ANTICIPATED SYMBOL: PCT
Roth CH Acquisition I Co. (NASDAQ:ROCH) announced this morning that it has entered into a definitive business combination agreement with PureCycle Technologies that would give it an enterprise value of $826 million.
Ohio-based PureCycle recycles polypropylene plastic into resin chips for making new plastic products that is more cost-efficient and environmentally sustainable than producing new polypropylene. The combined entity is expected to remain listed on the Nasdaq and be traded under the symbol “PCT” at the transaction’s close in 1Q-2021.
Roth CH is financing the transaction by issuing approximately $835 million of new shares to be transferred to current PureCycle shareholders. It also brings the $76.5 million in its pre-redemptions trust into the deal alongside a $250 million PIPE priced at $10 per share. Investors are also set to purchase $60 million of PureCycle stock at $8.35 per share in a private placement that is set to take place prior to the transaction’s close.
With a threshold of $9.20. However, keep in mind that while the $60 million at $8.35 is well under $9.20, and the size of $60 million is more than 60% of IPO proceeds, the volume weighted average trading price of the shares of common stock during the 20 trading day period starting on the trading day prior to consummation also needs to be below $9.20 (the “Market Price”) before the exercise price on the warrants is adjusted to 115% of the Market Price.
- $250M PIPE priced at $10.00 per share
- Investors also expected to purchase $60M of PureCycle stock at $8.35 per share in a private placement prior to the transaction’s close
- Roth CH has a Crescent Term at $9.20 per share. In order to get triggered, the volume weighted average price of the shares during the 20 trading day period starting on the trading day prior to consummation also needs to be below $9.20 before the exercise price on the warrants is adjusted to 115% of the Market Price
LOCK-UP (3 STAGES)
- Certain shareholders designated as founders have agreed not to sell 50% of shares until PureCycle’s first recycling plant comes online in 2022
- Of the remaining half of their shares, 20% may be sold beginning at the six-month anniversary of the transaction’s closing
- Remaining 30% unlocked at the one-year anniversary of the closing
- Roth Capital Partners, Craig-Hallum Capital Group and Oppenheimer & Co. Inc. are acting as placement agents for the PIPE transaction.
- Perella Weinberg Partners and Oppenheimer & Co. Inc. are acting as financial advisors to PureCycle.
- Jones Day is acting as legal advisor to PureCycle.
- Loeb & Loeb is acting as legal advisor to Roth CH.
ROTH CH ACQUISITION I CO. MANAGEMENT & BOARD
Byron Roth, 57
Chief Executive Officer & Chairman
Mr. Roth has been the Chairman and Chief Executive Officer of Roth since 1998. Under his management the firm has helped raise over $50 billion for small-cap companies, as well as advising on many merger and acquisition transactions. Mr. Roth is a co-founder and General Partner of three private investment firms; Rx3, LLC, a $50 million influencer fund focused on consumer brands, Rivi Capital, LLC, a $35 million fund concentrated in the mining sector, and Aceras Life Sciences, LLC, an in-house incubator focused on funding the development of novel medical innovations. He also co-founded two long only asset management firms: Cortina Asset Management, LLC, which was recently acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors, LLC, with assets under management of approximately $1.5 billion. Mr. Roth is a member of the Advisory Council, Executive Committee, and serves as the Chairman on the Nominating Committee for the Cornell SC Johnson College of Business. He is a founding member of the University of San Diego Executive Cabinet for the Athletic Department, and former member of the Board of Trustees where he served on the Investment Committee for the university’s endowment and athletic department for nine years. Mr. Roth also sits on the Executive Board of SMU’s Cox School of Business. Mr. Roth serves as a National Trustee for the Boys and Girls Club of America, and served as the Co-Chair for the 2019 Boys and Girls Club Pacific Youth of the Year Competition. He also sits on the Board of Directors for the Lott IMPACT Foundation, whose Lott IMPACT Trophy is presented annually to the college football defensive IMPACT player of the year for their contribution on and off the field. Mr. Roth was the honoree at the Challenged Athletes Foundation (CAF) 2015 Celebration of Heroes, Heart and Hope Gala and the 2018 Athletes First Classic Golden Heart Award benefitting the Orangewood Foundation. Mr. Roth earned his B.B.A from the University of San Diego in 1985 and his MBA from the Cornell SC Johnson College of Business in 1987. Mr. Byron Roth is the brother of Mr. Gordon Roth.
Gordon Roth, 65
Chief Financial Officer
Mr. Roth has been the Chief Financial Officer and Chief Operating Officer of Roth since 2000. From 1990 to 2000, Mr. Roth was the Chairman and Founder of Roth and Company, P.C., a thirty-five person public accounting firm in Des Moines, Iowa. Prior to that Mr. Roth spent thirteen years with Deloitte & Touche, most recently serving as a Tax Partner and the Partner-in-Charge of the Des Moines office Tax Department. Mr. Roth is a CPA and a member of the American Institute of CPA’s. Mr. Roth currently serves on the Board of Trustees of JSerra Catholic High School, and is the Chair of the Budget & Finance Committee. Mr. Roth has served on several other non-profit boards in the past including Boys & Girls Club, Special Olympics, Camp Fire and St Anne School. Mr. Roth was also a founding partner of the Iowa Barnstormers of the Arena Football League. Mr. Roth earned his B.A. from William Penn University in 1976, where he also served as a member of their Board of Trustees and was inducted into their Athletic Hall of Fame. Mr. Roth also earned a Master of Science in Accounting from Drake University in 1977. Mr. Gordon Roth is the brother of Mr. Byron Roth.
Rick Hartfiel, 55
Mr. Hartfiel is a Managing Partner and has been the Head of Investment Banking at Craig-Hallum since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel has been an investment banker at Dain, Rauscher, Wessels and Credit Suisse First Boston. Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.
John Lipman, 42
Chief Operating Officer and Director
Mr. Lipman is a Partner and Managing Director of Investment Banking at Craig-Hallum. Mr. Lipman joined Craig-Hallum in 2012 and has more than 15 years of investment banking experience advising growth companies in the healthcare, industrial, and technology sectors. Mr. Lipman has completed over 125 equity, convertible, and debt offerings and advisory assignments for growth companies – including over 75 since joining Craig-Hallum. Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC from 2011 to 2012, a Managing Director at Hudson Securities, Inc. from 2010 to 2011, and Carter Securities LLC, a firm he founded that specialized in raising equity, equity-linked, and debt capital for growth companies, from 2005 to 2009. Mr. Lipman earned his B.A. in Economics in 1999 from Rollins College in Winter Park, FL.
Aaron Gurewitz, 51
Mr. Gurewitz has been a Managing Director and the Head of Roth’s Equity Capital Markets Department since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies. Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth’s Investment Banking Department. Mr. Gurewitz graduated summa cum laude from San Diego State University with a B.S. in Finance.
Board of Directors
Molly Hemmeter, 53
Since January of 2020, Ms. Hemmeter has been a member of the Board of Directors at Wilbur-Ellis Company Inc., a privately-owned family business based in San Francisco with a rich history spanning nearly 100 years. With revenues over $3.0 billion, Wilbur-Ellis is a leading international marketer, distributor and manufacturer of agricultural products, animal nutrients and specialty ingredients and chemicals. Ms. Hemmeter has also served as a Director for Flower One, a publicly traded company based in Nevada that specializes in large scale cultivation and production of high quality, low cost cannabis in its greenhouse and indoor growing facilities, since January 2020. From 2009 to 2019, Ms. Hemmeter served as an Executive of Landec Corporation, a publicly-traded company in the health & wellness space with revenues of approximately $600M, and served as Chief Executive Officer, President & Director of Landec Corporation from 2015 to 2019. Ms. Hemmeter has also served on the Board of Directors for Windset Farms, one of the largest and most technologically advanced hydroponic growers in North America, from 2018 to 2019. Prior to Landec, from 2006 to 2009, Ms. Hemmeter served as VP of Global Marketing and Business Development at Ashland Chemical. Ms. Hemmeter has also been an executive in two software companies and held additional positions in strategy, marketing, engineering and operations in a number of other chemical, pharmaceutical and consumer product companies. Ms. Hemmeter holds a BES and MEng in Chemical Engineering from the University of Louisville and an MBA from Harvard Business School.
Daniel M. Friedberg, 53
Mr. Friedberg has served as Chairman of the Board of Quest Resource Holding Corp. (Nasdaq: QRHC) since April 2019. Mr. Friedberg has served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016. Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. In addition, from January 2005 to May 2016, Mr. Friedberg was also a Vice President of Power Corporation of Canada, a diversified international management holding company. Mr. Friedberg was with global strategy management consultants Bain & Company, as a consultant from 1987 to 1991 and then again as a Partner from 1997 to 2005. Mr. Friedberg started with Bain & Company in the London office in 1987, was a founder of the Toronto office in 1991, and a founder of the New York office in 2000, leading the Canadian and New York private equity businesses. From 1991 to 1997, Mr. Friedberg worked as Vice President of Strategy and Development for a U.S.-based global conglomerate and as an investment professional in a Connecticut-based boutique private equity firm. Mr. Friedberg currently serves on the Board at Buttonwood Networks and USA Field Hockey. Mr. Friedberg has previously served on the Board of Directors at GP Strategies Corp. (GPX), InnerWorkings, Inc. (INWK), Performance Sports Group Ltd. (PSG) and X-Rite, Inc. (XRIT). Mr. Friedberg has a Master’s in Business Administration degree from the Johnson School at Cornell University’s College of Business, and a Bachelor of Science (Hons.) degree from the University of Manchester Institute of Science & Technology.
Adam Rothstein, 48
Mr. Rothstein is a co-founder and General Partner in Disruptive Technology Partners an Israeli technology focused early stage investment fund, which he co-founded in 2013. Mr. Rothstein has been a General Partner in Disruptive Growth, a collection of late stage investment vehicles focused on Israeli technology, which he co-founded in 2014. Since 2014, Mr. Rothstein has been a Venture Partner in Subversive Capital, and the Managing Member of 1007 Mountain Drive Partners, LLC, which are both consulting and investment vehicles. Mr. Rothstein is also a co-founder and director of Subversive Capital Acquisition Corp., a special purpose acquisition company that consummated its IPO in 2019 and is traded on the NEO Exchange that is focused on merging with a company in the cannabis industry. Mr. Rothstein has over 20 years of investment experience, and from 2006 to 2010 served as the Chief Investment Officer of Intana Management, a market neutral hedge fund focused on technology, media and entertainment and from 2000 to 2006 served as a Partner of the Select Technology and Software Funds at Robeco Investment Management (the parent company of Weiss, Peck & Greer). Mr. Rothstein currently has over 10 Board and Board Observer seats for Disruptive, Subversive Capital and 1007 Mountain Drive Partners, LLC in the technology, media and entertainment sectors. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has an MPhil in Finance from the University of Cambridge.