Each one in plain English, with the numbers worked through for a shareholder.
23 Dec 2016business combination● Neutral
KLR Group, LLC emailed a promotional letter to investors about the Tema deal; the 8-K furnishes that letter and a proxy-solicitation notice. The letter, a marketing document and not audited results, says the combined company would be named Rosehill Resources, with a market cap of about $450 million, and expects closing in the first half of 2017. It describes Tema's Delaware Basin assets in Loving County, Texas: 4,771 net acres and September 2016 production of 4,050 Boepd. These are the sender's claims and projections. It adds no new terms to the deal announced December 20.
KLR Energy signed a Business Combination Agreement with Tema Oil and Gas Company: it would acquire roughly 39% of the equity of Rosehill Operating Company, LLC (a Tema subsidiary) for $35 million cash, 4,000,000 warrants, the remaining trust cash and the assumption of $55 million of debt. Tema would get a majority of KLRE's voting shares. This resolves the SPAC's search for a target. Funding is to come from trust cash and a private placement of 8.0% Series A Preferred Stock and warrants, with Anchorage as the primary investor. Rosemore and the sponsor backstop redemptions above 30% with up to $20 million. Closing requires at least $92 million of Available Cash, and the agreement can be terminated if not closed by May 31, 2017. The sponsor's Class F conversion is capped at 4,250,000 Class A shares and its warrants at 7,863,150.
16 Mar 2016capital raising announcement● NeutralMajor
The company, then named KLR Energy Acquisition Corp. (a blank-check company later renamed Rosehill Resources), closed its IPO of 8,000,000 units at $10.00 each, raising $80,000,000 gross; each unit is one Class A share plus one warrant to buy a share at $11.50. It also sold 8,310,000 private placement warrants at $0.75 ($6,232,500). $80,000,000 went into a trust account, which is returned to public holders if no business combination closes within 18 months of the IPO closing. This follows the March 2016 registration and Nasdaq listing steps.
