Business Description
We are a blank check company incorporated in Delaware that was formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses
or entities, which we refer to throughout this Report as our initial business
combination.
On December 20, 2016, we entered into a Business Combination Agreement (the
“Merger Agreement”) with Tema Oil and Gas Company (“Tema”)
pursuant to which we will acquire (the “Proposed Business Combination”),
assuming no redemptions, approximately 39% of the equity of a wholly-owned subsidiary
of Tema to be named Rosehill Operating Company, LLC (“Rosehill LLC”),
to which Tema will contribute certain assets and liabilities prior to closing
of the Proposed Business Combination, for aggregate consideration of $35 million
in cash, issuance of 29,807,692 shares of our newly created Class B common stock,
4,000,000 Warrants exercisable for shares of our Class A Common Stock (each
entitling the holder to purchase one share of Class A Common Stock for $11.50)
(each, a “Warrant”), additional cash held by us in the trust account
and in connection with a private placement of 8.0% Series A Cumulative Perpetual
Preferred Stock (the “Series A Preferred Stock”) and Warrants to
certain qualified institutional buyers and accredited investors (the “Private
Placement”), and the assumption of $55 million in debt, subject to certain
customary purchase price adjustments. In the Proposed Business Combination,
Tema will obtain a majority of our voting shares and will retain a majority
of its equity in Rosehill LLC. The Business Combination Agreement and the transactions
contemplated thereby were approved by our board of directors on December 15,
2016.
Tema is an independent oil and natural gas company focused on the exploration,
development, acquisition and production of unconventional oil and associated
liquids-rich natural gas reserves in the Permian Basin. Rosehill Operating’s
assets are concentrated in the Delaware Basin, a sub-basin of the Permian Basin,
and the Fort Worth Basin. In the Delaware Basin, its properties consist of acreage
blocks in Loving and Reeves Counties, Texas and Lea and Eddy Counties, New Mexico.
Properties in the Barnett Shale producing area of the Fort Worth Basin are exclusively
located in Wise County, Texas.
Consummation of the transactions contemplated by the Merger Agreement is subject
to customary conditions of the respective parties, including the approval of
the Proposed Business Combination by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation and
the completion of a redemption offer whereby the Company will be providing its
public stockholders with the opportunity to redeem their shares of Company common
stock for cash equal to their pro rata share of the aggregate amount on deposit
in the Company’s trust account.
%
2.03%