PROPOSED BUSINESS COMBINATION: STRIKE CAPITAL LLC (Terminated Agreement)
ESTIMATED CURRENT FUNDS in TRUST: $356.2 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.33*
ENTERPRISE VALUE: NA
*SPACInsider estimate a/o 10-27-19
Sentinel Energy Services proposes to acquire a majority interest in Strike Capital LLC (“Strike Capital”), which owns and operates Strike LLC (“Strike”), a leading North America infrastructure and integrity services and projects business.
Founded in 2003 by Chief Executive Officer Steve Pate and his partners, Strike LLC is a provider of full life cycle pipeline infrastructure services, including new construction, make-ready, testing, inspection, maintenance, repairs, rehabilitation, upgrades, facility construction and reconnection. Strike operates in most major energy markets and has a scalable platform with a track record of consistent growth across oil and natural gas cycles. From the period 2007-2017, Strike generated compound annual revenue growth of more than 35 percent with estimated 2018 revenues of $1.8 billion.
Sentinel has also obtained commitments for a $150 million PIPE investment at $10 per share, including a cash commitment of $110 million by Fidelity Management and Research Company and $40 million investment by Sentinel’s sponsor, CSL Capital Management L.P. and certain of its investment funds, comprising a cash commitment of $22 million and the contribution of a mid-stream pipeline services business, Invacor, valued at $18 million.
- Anticipated initial enterprise value of $854 million
- Strike Inc. represents the largest, pure-play pipeline and facilities infrastructure and integrity services provider across U.S. onshore energy markets and transmission corridors
- Following the business combination, Sentinel will be led by the existing management team of Strike. Andrew Gould and Krishna Shivram will be on the Board of Directors.
- Secured a $150 million PIPE commitment at $10 per share, including $110 million from Fidelity Management and Research Company and $40 million from the sponsor, CSL Capital Management, L.P.
- Strike estimated 2018 revenue of $1.8 billion and estimated 2018 adjusted EBITDA of $134 million
- Entry multiples at 6.3x 2018 projected adjusted EBITDA and 5.4x 2019 projected adjusted EBITDA
- 5.4x 2019 projected adjusted EBITDA, implying a discount of approximately 32% to publicly traded peers
- Strike: 35+% 10 year revenue growth for the periods of 2007-2017
- Citigroup Global Markets Inc. acted as sole private placement agent, financial advisor and capital markets advisor to Sentinel.
- Winston & Strawn LLP acted as legal counsel to Sentinel.
- J.P. Morgan Securities LLC acted as financial advisor to Strike
- Jones Day acted as legal counsel to Strike.
SENTINEL ENERGY MANAGEMENT & BOARD
Krishna Shivram, 55
CEO and Director
Mr. Shivram was most recently interim Chief Executive Officer and Chief Financial Officer of Weatherford International plc, a provider of oil and gas services. He was previously appointed Executive Vice President and Chief Financial Officer of Weatherford International plc in November 2013. He has over 29 years of financial and operational management experience in the oilfield service industry and previously worked for Schlumberger Ltd. in a variety of roles across the globe. Immediately prior to joining Weatherford, Mr. Shivram served as Vice President and Treasurer of Schlumberger Ltd. since January 2011. During his tenures with Weatherford and Schlumberger, Mr. Shivram either directly or as part of a team effected M&A transactions valued at over $15 billion, creating significant shareholder value in the process. Mr. Shivram currently also serves on the board of directors of Ranger Energy Services, Inc.
Gerald Cimador, 45
CFO and CAO
Mr. Cimador is currently serving as the Chief Financial Officer of CSL. From 1999 to 2008 Mr. Cimador was Controller of Moore Capital Management LP, a private investment management firm. Prior to that, from 1997 to 1999, Mr. Cimador served as Audit Manager of Ernst & Young LLP. Mr. Cimador started his career as Audit Senior for Goldstein Golub Kessler & Co. from 1994-1997. He has a BBA in Accounting from Hofstra University.
Kent Jamison, 58
General Counsel and Secretary
Mr. Jamison joined CSL Capital Management, LLC in May 2015 as General Counsel. His responsibilities included overseeing legal and related compliance matters for the Investment Manager and the Portfolio Companies. Before joining the Investment Manager, Mr. Jamison was a senior partner at Locke Lord LLP, focusing primarily on private equity and merger and acquisition transactions and securities compliance matters. Mr. Jamison holds a B.A. cum laude from Davidson College and a J.D. cum laude from Wake Forest University.
Board of Directors
Andrew F. J. Gould, 70
Chairman of the Board of Directors
Mr. Gould served as the Chairman of the Board of Directors and Chief Executive Officer of Schlumberger Limited from 2003 until his retirement in 2011. Mr. Gould started his career at Schlumberger in 1975 and held various leadership roles throughout the world before his appointment as the Chief Executive Officer. Mr. Gould currently serves as an independent director of Saudi Aramco and as a director of BJS LLC. He previously served as a non-executive director of Rio Tinto, a resources and mining corporation, from 2002 until 2012, and a non-executive director and Chairman of BG Group, an international exploration and production company, from 2011 until 2016. Mr. Gould has a Bachelor’s degree in Economic History from Cardiff University and qualified as a chartered accountant in the United Kingdom.
Charles S. Leykum, 40
Mr. Leykum founded CSL, an energy services-focused private equity firm in 2008. Prior to founding CSL, Mr. Leykum was a Portfolio Manager at Soros Fund Management LLC. Before his time at Soros, he worked in the Principal Investment Area and the Investment Banking Division of Goldman Sachs & Co. LLC. Mr. Leykum currently also serves on the board of directors of Ranger Energy Services, Inc. Mr. Leykum graduated with a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from Harvard Business School.
Vivek Raj, 33
Since 2014, Mr. Raj has also served as a member of the board of directors of Ranger Energy Services, LLC. Mr. Raj is a Managing Director at CSL and has been working there since 2011. Prior to that, Mr. Raj worked in various engineering positions at Schlumberger Ltd. Mr. Raj also served as a Director of Niko Resources Ltd. from September 2014 to March 2016. Mr. Raj holds a Bachelor of Technology from the Indian Institute of Technology and a Master of Business Administration from Harvard Business School.
Marc Zenner, 54
Mr. Zenner recently retired as Global co-head of Corporate Finance Advisory within J.P. Morgan’s Investment Bank where he was a managing director from 2007 to 2017. Before joining J.P. Morgan in 2007, Mr. Zenner was managing director and Global Head of the Financial Strategy Group (FSG), a corporate finance advisory group within the Investment Banking Division of Citi’s Global Markets. From 2000 to 2003, Mr. Zenner was a Director in the Financial Strategy Group at Citi. Prior to his career in investment banking, Mr. Zenner was the Chairman of the Finance and Economics Area and a Professor of Finance at The University of North Carolina’s Kenan-Flagler Business School (in Chapel Hill).