HOUSTON — KLR Energy Acquisition Corp. (“KLRE” or the “Company”) (NASDAQ:KLRE) (NASDAQ:KLREU) (NASDAQ:KLREW) today announced the completion of its business combination with Tema Oil and Gas Company (“Tema”), an oil and gas exploration and production company with assets in the core of the Delaware Basin in Loving County, Texas. The transaction was approved by the boards of directors of both companies and was approved at a special meeting of KLRE’s stockholders on April 26, 2017. In connection with the transaction, the Company has been renamed Rosehill Resources Inc. (“Rosehill Resources”), and its common stock, units and warrants will begin trading on The NASDAQ Capital Market under the symbols “ROSE”, “ROSEU” and “ROSEW”, respectively, on April 28, 2017.
Gary Hanna, Rosehill Resources’ Chairman of the Board of Directors commented, “We are very pleased to finalize the combination of KLRE and Tema. We believe the newly-formed Rosehill Resources has a solid foundation of high growth assets with core locations in the Delaware Basin, a strong balance sheet and an experienced management team. The Company is well-positioned for growth and success in this prolific basin.”
J.A. (Alan) Townsend, Rosehill Resources’ Chief Executive Officer added, “We believe Rosehill Resources’ proven track record of operational excellence and strong well results demonstrates the underlying value of our Delaware Basin acreage. Rosehill Resources now has the size and capability to build on its core Delaware Basin portfolio through acquisitions, exploitation and exploration, which will provide a solid foundation of production growth and add value for our shareholders.”
The size of the Company’s board of directors has been increased from five members to seven members, and consists of Gary C. Hanna, Edward Kovalik, J.A. (Alan) Townsend, Frank Rosenberg, William Mayer, Harry Quarls, and Francis Contino.
In connection with the business combination, certain institutional investors purchased $75 million of Rosehill Resources Series A Preferred Stock and warrants (the “Private Placement”). In addition, Tema’s parent, Rosemore, Inc. (“Rosemore”), and KLRE’s sponsor, KLR Energy Sponsor, LLC (“Sponsor”), purchased $20.0 million of Series A Preferred Stock to backstop redemptions (the “Backstop”). The proceeds of the Private Placements and the Backstop were used to fund a portion of the cash consideration required to effect the business combination. Following the closing of the transaction, Tema and its affiliates, including Rosemore, collectively are the single largest stockholder of Rosehill Resources. Sponsor is expected to retain a significant equity stake in Rosehill Resources and has two representatives on Rosehill Resources’ Board of Directors.
BMO Capital Markets and KLR Group, LLC (“KLR Group”) acted as private placement agents to KLRE. Vinson & Elkins L.L.P. acted as legal counsel to KLRE and KLR Group. Petrie Partners, LLC acted as financial advisor and Norton Rose Fulbright US LLP acted as legal counsel to Rosemore and Tema.
About Rosehill Resources Inc. (formerly known as KLR Energy Acquisition Corp.)
Rosehill Resources is an oil and gas exploration company with producing assets in Texas and New Mexico, and its investment activity will be focused on the Delaware Basin portion of the Permian Basin. The Company’s strategy for growth will include the organic development of its core acreage position in Loving County as well as focused acquisitions in the Delaware Basin.
About KLR Group
KLR Group is a full-service boutique investment bank focused on the energy industry founded in 2012 and led by Edward Kovalik, Stephen Lee and Reid Rubinstein. With offices in Houston and New York, KLR Group is committed to providing clients access to a broad range of financial services, advice and solutions typically available only to the largest public companies. These solutions include public and private, corporate and asset-level financings across the capital spectrum, advisory services, equity research, sales and trading, and merchant banking. To learn more about KLR Group, please visit www.KLRGroup.com.
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the benefits of the business combination; the future financial performance of the Company following the business combination; changes in the Company’s reserves and future operating results; and expansion plans and opportunities. These forward-looking statements are based on information available as of the date of this communication, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the outcome of any legal proceedings that may be instituted against the Company following announcement and closing of the business combination and transactions contemplated thereby; (ii) the risk that the proposed business combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the transactions described herein; (iii) the Company’s ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably following the business combination; (iv) costs related to the business combination; (v) changes in applicable laws or regulations; (vi) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors , including, but not limited to, future trends in energy markets and commodity prices; and (vii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the “SEC”) by the Company.
Additional information concerning these and other factors that may impact our expectations and projections can be found in our periodic filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and in the definitive proxy statement filed by the Company with the SEC on April 12, 2017, as amended or supplemented. Our SEC filings are available publicly on the SEC’s website at www.sec.gov. The Company disclaims any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Contact: KLR Energy Acquisition Corp. / Rosehill Resources Inc. Gary C. Hanna (713) 654-8080