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DTI & ROC Energy Merge in $319M SPAC Deal


Drilling Tools International to Go Public in $319M SPAC Merger with ROC Energy Acquisition

Houston, Texas – Drilling Tools International Holdings (DTI), a prominent oilfield services provider, is poised to become a publicly listed company through a $319 million merger with ROC Energy Acquisition Corporation (ROC), a special purpose acquisition company (SPAC). The agreement, announced today, will provide DTI with significant capital to expand its operations amid renewed investment in the oil and gas sector.

The Specifics of the Deal

The transaction values DTI, primarily owned by Hicks Equity Partners, at approximately $319 million. It is expected to yield net cash proceeds of up to $217 million, encompassing approximately $209 million held in trust by ROC and a $45 million private investment in public equity (PIPE).

Notably, Hicks Equity Partners and other existing DTI shareholders are demonstrating their confidence in the company’s future by reinvesting over 95% of their equity holdings into the newly combined entity.

Leadership and Key Players

Wayne prejean leads Houston-based DTI, whose clientele includes major energy producers such as Chevron, conocophillips, and Occidental Petroleum Corp, as well as prominent services players like Baker Hughes Co and SLB.

Jefferies LLC is acting as capital markets advisor and private placement agent for ROC. Kirkland & ellis LLP is providing legal counsel for Jefferies LLC. EarlyBirdCapital, Inc.is serving as financial advisor to ROC energy Acquisition Corp.

Bracewell LLP is serving as legal advisor to Drilling Tools International. Winston & Strawn LLP is serving as legal advisor to ROC.

Strategic Rationale: Why Now?

Experts suggest that underinvestment in drilling equipment creates a compelling opportunity for oilfield service providers like DTI. The demand for these services is projected to remain robust, even if oil demand experiences a moderate decline. This makes the timing of the merger especially strategic.

The global rig count, a key indicator of drilling activity, has seen fluctuations but generally remains strong, supporting the need for specialized tools and services. According to Baker Hughes, the international rig count stood at 951 in April 2024, indicating sustained drilling operations worldwide [1].

Financial Advisors

Jefferies LLC is serving as capital markets advisor and private placement agent to ROC.Kirkland & Ellis LLP is providing legal counsel for Jefferies LLC. EarlyBirdCapital, Inc. is serving as financial advisor to ROC Energy Acquisition Corp.

Legal Advisors

bracewell LLP is serving as legal advisor to Drilling Tools International. Winston & Strawn LLP is serving as legal advisor to ROC.

What Does this Mean for the Oilfield Services Sector?

The DTI-ROC merger highlights the ongoing interest in the oilfield services sector, despite broader concerns about the long-term future of fossil fuels. The deal structure,with meaningful reinvestment from existing shareholders,signals confidence in DTI’s growth prospects.

Pro Tip: keep an eye on the performance of oilfield services companies as a leading indicator of overall activity in the oil and gas industry. Their success often foreshadows broader trends in energy production and investment.

Key Considerations for Investors

Investors should consider factors such as DTI’s customer base,its market position,and the overall outlook for the oil and gas industry. The company’s relationships with major players like Chevron and ConocoPhillips could provide a stable revenue stream.

Furthermore, the level of redemptions from ROC’s trust account will influence the final amount of capital available to DTI. High redemption rates could reduce the funds available for expansion and strategic initiatives.

Metric Value
Deal value $319 Million
Net Cash Proceeds Up to $217 Million
DTI Ownership Majority owned by Hicks Equity Partners

What are your thoughts on the increasing trend of SPAC mergers in the energy sector? How might fluctuations in oil prices impact DTI’s future performance?

The Evolving Landscape of Oilfield Services

The oilfield services sector is constantly adapting to technological advancements, changing energy policies, and fluctuating commodity prices. Companies that can innovate and offer cost-effective solutions are best positioned for long-term success.

Environmental concerns are also playing an increasingly important role, with pressure growing on oil and gas companies to reduce their carbon footprint. This could create new opportunities for service providers that offer environmentally amiable technologies and practices.

Frequently Asked Questions (FAQ)


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