HOUSTON, Oct. 19, 2018 /PRNewswire/ — Sentinel Activity Casework Inc. (“Sentinel”) (NASDAQ: STNL and STNLW), an energy-focused appropriate purpose accretion aggregation led by Chairman Andrew Gould and Chief Controlling Officer Krishna Shivram, and sponsored by Sentinel Administration Holdings LLC, an associate of CSL Basic Administration L.P., today appear it has entered into a absolute acceding to admission a majority absorption in Strike Basic LLC (“Strike Capital”), which owns and operates Strike LLC (“Strike”), a arch North America basement and candor casework and projects business. The transaction is accountable to approval by the Sentinel shareholders and added accepted closing conditions.
The accumulated aggregation will accept an advancing antecedent absolute action amount of about $854 million. Aloft achievement of the business combination, which is accepted to action during the aboriginal division of 2019, Sentinel will be renamed Strike Inc. and is accepted to barter on the NYSE beneath a new ticker “STRK”. Sentinel has additionally acquired commitments for a $150 actor PIPE advance at $10 per share, including a banknote allegation of $110 actor by Fidelity Administration and Research Aggregation and $40 actor advance by Sentinel’s sponsor, CSL Basic Administration L.P. and assertive of its advance funds, absolute a banknote allegation of $22 actor and the addition of a mid-stream activity casework business, Invacor, admired at $18 million. These investments will be acclimated to enhance Strike’s antithesis area afterward the acquisition. Strike administration will absorb 75% of their absolute buying pale while OEP will absorb 80% of their absolute buying pale in Strike Capital.
The business aggregate ethics Strike at a 5.4x 2019 projected adapted EBITDA, implying a abatement of about 32% to about traded peers. Banknote gain from the business combination, including the PIPE investment, is accepted to be up to $477 actor and will be activated to pay $124 actor to absolute shareholders with the absolute accessible banknote actuality accessible to pay off the absolute appellation accommodation and blaster accessories in their entirety. The constant able antithesis area with net banknote on duke and about $200 actor of accessible clamminess will acquiesce Strike to booty advantage of several advance opportunities in the able-bodied activity basement casework bazaar and to accommodate alive basic needs.
Prior to achievement of the business combination, Sentinel is accepted to re-domesticate from the Cayman Islands to Delaware.
Founded in 2003 by Chief Controlling Officer Steve Pate and his partners, Strike LLC is the arch U.S. provider of abounding activity aeon activity basement services, including new construction, make-ready, testing, inspection, maintenance, repairs, rehabilitation, upgrades, adeptness architecture and reconnection. Strike operates in best aloft activity markets and has a proven, scalable belvedere with a clue almanac of constant advance beyond oil and accustomed gas cycles. From the aeon 2007-2017, Strike generated admixture anniversary acquirement advance of added than 35 percent with estimated 2018 revenues of $1.8 billion.
Sentinel was formed in backward 2017 for the purpose of entering into a business aggregate with one or added businesses, focused on the activity casework and accessories sectors. Afterward its IPO in November 2017, Sentinel began its chase for adorable assets that would account from Messrs. Gould’s and Shivram’s operating experience, industry admission and admission to business as able-bodied as CSL’s activity casework industry focus and arrangement of relationships. Mr. Gould had a 36-year career with Schlumberger Ltd, backward as Chairman and Chief Controlling Officer in 2012, afterwards which he was Chairman of BG Accumulation for four years until its auction to Shell. Mr. Shivram had a 25-year career with Schlumberger Ltd, with his aftermost role as Vice President and Treasurer. In 2013, Mr. Shivram aing Weatherford All-embracing plc as the Chief Banking Officer and was again appointed Interim Chief Controlling Officer in 2016 until his abandonment in 2017. Afterward the closing, the business will abide to be led by Strike’s accepted Chief Controlling Officer and one of its founding partners, Steve Pate, calm with his absolute administration team.
Upon closing, the Lath of Admiral of Sentinel, will abide of seven members, including Mr. Gould as Chairman, Mr. Shivram, Mr. Pate, Mr. Charles Leykum, Mr. Lee Gardner, Mr. Marc Zenner and Mr. Jon Marshall. The accumulated acquaintance of this lath will be active in abstraction Strike’s approaching advance trajectory.
Mr. Gould will accompany his decades of operating experience, aerial akin applicant contacts, chump beat and all-encompassing mergers and acquisitions acquaintance to accommodate able and abiding administration to the company. Mr. Shivram will accompany his all-encompassing banking and operational acquaintance to abutment the company’s banking function, mergers and acquisitions activities and broker beat efforts.
Mr. Gould commented, “We are captivated to accept accomplished acceding with Strike whose account lines, operating and assurance almanac represent a altered befalling to abode the rapidly growing bazaar for activity and accessories basement and candor services. The industry is assertive to commence on a civil advance appearance to body out the basement bare to account the growing all-around appeal for oil and gas that will augment U.S. exports for years to come. Strike is abnormally positioned to booty advantage of this trend. We accept been afflicted by the adherence and action of the Strike administration aggregation and their focus on abiding chump relationships beyond the U.S. We attending advanced to alive with them to abide to abound the business both in the U.S. and added geographies.”
Mr. Pate commented, “Over the aftermost 15 years, our advisers accept formed adamantine to acquire Strike’s acceptability as the arch provider of safe, abounding activity aeon activity and accessories basement services. Our client-focused solutions accept enabled abiding applicant partnerships, and we see our differentiated abstruse adeptness and beheading capabilities as aggressive advantages activity forward. Now, as we seek to scale, aggrandize and add to our successes, this alliance allows us to do so as a about traded article with a able antithesis sheet, admission to basic markets, and with acclaimed leaders like Andrew and Krishna aing our team. We are aflame about Strike’s aing appearance of advance and the opportunities that lie ahead.”
Strike is a arch U.S. provider of abounding activity aeon activity and accessories basement servicesNationwide brand with a attendance in best aloft activity marketsProven scalable belvedere with a clue almanac of constant advance beyond oil and gas cyclesEstimated 2018 acquirement of $1.8 billion and estimated 2018 adapted EBITDA of $134 million35 % 10 year acquirement advance for the periods of 2007-2017Industry arch assurance clue almanac with 0.45 Absolute Recordable Adventure Rate and added than 20 actor man hours formed afterwards a absent time incident, as of September 30, 2018
The proposed business aggregate is accountable to accepted closing conditions, including authoritative approvals and the approval of Sentinel shareholders. The aggregate is accepted to be completed in the aboriginal division of 2019.
Additional advice about the proposed business aggregate and accompanying affairs will be declared in Sentinel’s basic proxy account apropos to business combination, which Sentinel will book with the U.S. Balance and Barter Commission (the “SEC”). The description of the proposed business aggregate is alone a arbitrary and is able in its absoluteness by advertence to the transaction agreement, a archetype of which will be filed by Sentinel with the SEC as an display to a Accepted Report on Form 8-K.
Citigroup All-around Markets Inc. acted as sole clandestine adjustment agent, banking adviser and basic markets adviser to Sentinel; Winston & Strawn LLP acted as acknowledged admonition to Sentinel. J.P. Morgan Balance LLC acted as banking adviser to Strike; Jones Day acted as acknowledged admonition to Strike.
Investor Webcast and Presentation Information
At 9 a.m. Central Time on Friday, October 19, 2018, Sentinel will be captivation an broker appointment alarm to altercate the transaction. For those who ambition to participate, the calm toll-free admission cardinal is 1-877-523-5612 and the all-embracing toll-free admission cardinal is 1-201-689-8483. Already affiliated with the operator, amuse use the actor cipher 26027042# to admission the Strike Transaction Advertisement Broker Call.
A epitomize of the alarm will additionally be accessible from 9 a.m. Central Time on October 19, 2018 to 11:59 p.m. Central Time on March 30, 2019. To admission the replay, amuse use the toll-free numbers and cipher adumbrated above.
Sentinel is a appropriate purpose accretion aggregation focused on the activity casework and accessories sectors and was formed for the purpose of entering into a merger, amalgamation, basic banal exchange, asset acquisition, banal purchase, about-face or agnate business aggregate with one or added businesses. The Aggregation is sponsored by Sentinel Administration Holdings, LLC, an associate of CSL Basic Management, L.P.
About CSL Capital
CSL Basic Management, L.P. (“CSL Capital”) is an SEC-registered advance close focused on activity casework and accessories businesses in the U.S. Headquartered in Houston, Texas, CSL Basic was founded in aboriginal 2008.. The accepted CSL Basic portfolio includes several de novo, growth, recapitalization, and added investments. CSL Capital’s ally accommodate banking institutions, endowments, foundations, and ancestors offices, amid added institutional groups. Since its 2008 inception, CSL Basic has aloft in balance of $1.5 billion in disinterestedness basic and commitments beyond assorted advance vehicles. For added information, amuse appointment www.cslenergy.com
Strike is a Texas bound accountability aggregation and was formed in 2003. Strike provides a abounding accompaniment of activity basement and candor services, including new construction, make-ready, testing, inspection, maintenance, repairs, rehabilitation, upgrades, adeptness architecture and reconnection. Strike operates through assorted locations beyond its civic footprint, with accumulated address amid in The Woodlands, Texas. Strike is controlled by a accumulation of advance funds managed by OEP Basic Advisors, L.P. (“One Disinterestedness Partners” or “OEP”).
Additional Advice About The Business Aggregate And Where To Find It
Sentinel intends to book with the SEC basic and absolute proxy statements in affiliation with the proposed business aggregate and added affairs and will mail a absolute proxy account and added accordant abstracts to its shareholders as of the almanac date accustomed for voting on the proposed business combination. Sentinel’s shareholders and added absorbed bodies are brash to read, already available, the basic proxy account and any amendments thereto and, already available, the absolute proxy statement, in affiliation with Sentinel’s address of proxies for its appropriate affair of shareholders to be captivated to approve, amid added things, the proposed business combination, because these abstracts will accommodate important advice about Sentinel, Strike and the proposed business combination. Sentinel’s shareholders may additionally access a archetype of the basic or absolute proxy statement, already available, as able-bodied as added abstracts filed with the SEC by Sentinel, afterwards charge, at the SEC’s website amid at www.sec.gov or by administering a appeal to 700 Louisiana Street, Suite 2700, Houston, Texas 77002 Attention: Kent Jamison, or by blast at (281) 407-0686. The advice independent on, or that may be accessed through, the websites referenced in this columnist absolution is not congenital by advertence into, and is not a allotment of, this columnist release.
This columnist absolution includes “forward-looking statements” aural the acceptation of the “safe harbor” accoutrement of the United States Clandestine Balance Litigation Reform Act of 1995. Advanced statements may be articular by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or added agnate expressions that adumbrate or announce approaching contest or trends or that are not statements of absolute matters. Such advanced statements with account to the allowances of the proposed business combination, the projections of 2018 and 2019 adapted EBITDA and about the approaching banking achievement of the accumulated aggregation afterward the proposed business combination, changes in the bazaar for Strike’s services, and amplification affairs and opportunities, including approaching accretion or added business combinations are based on accepted advice and expectations, forecasts and assumptions, and absorb a cardinal of judgments, risks and uncertainties. Accordingly, advanced statements should not be relied aloft as apery Sentinel’s, Strike’s or Strike Capital’s angle as of any consecutive date, and neither Sentinel nor Strike undertakes any obligation to amend advanced statements to reflect contest or affairs afterwards the date they were made, whether as a aftereffect of new information, approaching contest or otherwise, except as may be appropriate beneath applicative balance laws. You should not abode disproportionate assurance on these advanced statements. As a aftereffect of a cardinal of accepted and alien risks and uncertainties, absolute after-effects or achievement may be materially altered from those bidding or adumbrated by these advanced statements. Some factors that could account absolute after-effects to alter include, but are not bound to: (1) the accident of any event, change or added affairs that could accord acceleration to the abortion of the transaction acceding amid the disinterestedness holders of Strike Basic and Sentinel; (2) the aftereffect of any acknowledged affairs that may be instituted adjoin Strike, Strike Basic or Sentinel afterward advertisement of the proposed business aggregate and accompanying transactions; (3) the disability to complete the affairs advised by the transaction acceding amid the disinterestedness holders of Strike Basic and Sentinel due to the abortion to access approval of the shareholders of Sentinel or amuse added altitude to the closing of the proposed business combination; (4) the adeptness to access or advance the advertisement of Sentinel’s accepted banal on the Nasdaq Basic Bazaar afterward the proposed business combination; (5) the accident that the proposed business aggregate disrupts the parties’ accepted affairs and operations as a aftereffect of the advertisement and cleanup of the affairs declared herein; (6) the adeptness to admit the advancing allowances of the proposed business combination, which may be afflicted by, amid added things, antagonism and the adeptness of the accumulated business to abound and administer advance profitably; (7) costs accompanying to the proposed business combination; (8) changes in applicative laws or regulations; (9) the achievability that Strike or Sentinel may be abnormally afflicted by added economic, business, and/or aggressive factors; and (10) added risks and uncertainties adumbrated from time to time in the proxy account to be filed by Sentinel in affiliation with the proposed business combination, including those beneath “Risk Factors” therein, and added factors articular in Sentinel’s above-mentioned and approaching filings with the SEC, accessible at www.sec.gov.
No Action or Solicitation
This columnist absolution is for advisory purposes alone and does not aggregate an action to advertise or the address of an action to buy any securities, or a address of any vote or approval, nor shall there be any auction of balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No allocation of Sentinel’s,Strike’s and CSL Capital’s websites is congenital by advertence into or contrarily accounted to be a allotment of this columnist release.
Participants in the Solicitation
Sentinel and its admiral and controlling officers, Strike Basic and its admiral and controlling officers, and added bodies may be accounted to be participants in the solicitations of proxies from Sentinel’s shareholders in account of the proposed business combination. Advice apropos Sentinel’s and Strike Capital’s directors’ and controlling officers’ accord in the proxy address and a description of their absolute and aberrant interests will be independent in the proxy account accompanying to the proposed business aggregate back it becomes available, and which can be acquired chargeless of allegation from the sources adumbrated above.
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SOURCE Sentinel Activity Casework Inc.
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