Reservoir’s Combination With Roth CH II SPAC

Paul, Weiss advised Reservoir Holdings, Inc. on the deal.

Reservoir Holdings, Inc., a leading independent music company, completed its combination with Roth CH Acquisition Co. II, a publicly traded special purpose acquisition company with $115 million in trust.

As a result of the combination, Reservoir will become a publicly listed company with an estimated enterprise value of approximately $788 million. The combined company, to be renamed Reservoir Media, Inc., will be the first independent music company to go public in the United States, as well as the nation’s first publicly listed female-founded and -led music company.

The transaction will be funded by a combination of Roth CH II’s cash held in its trust account; a full equity rollover from existing Reservoir ownership; and proceeds from a fully committed PIPE (private investment in public equity) of $150 million from institutional investors that will close concurrently with the business combination. Reservoir is expected to receive approximately $246 million in gross proceeds following the transaction, which is expected to close in the third quarter of 2021, subject to customary closing conditions and regulatory approvals.

The Paul, Weiss team for Reservoir included corporate partners Jeffrey Marell (Picture), David Huntington and Catherine Goodall, and counsel John Godfrey, Blake Clardy and Suhan Shim; executive compensation partner Jean McLoughlin and counsel Reuven Falik; intellectual property partner Charles Googe; tax partners Patrick Karsnitz and Jeffrey Samuels; litigation partners Geoffrey Chepiga and Roberto Finzi; and antitrust counsel Yuni Sobel.

Involved fees earner: John Godfrey – Paul Hastings LLP; Geoffrey Chepiga – Paul Weiss Rifkind Wharton & Garrison; Blake Clardy – Paul Weiss Rifkind Wharton & Garrison; Reuven Falik – Paul Weiss Rifkind Wharton & Garrison; Roberto Finzi – Paul Weiss Rifkind Wharton & Garrison; Catherine Goodall – Paul Weiss Rifkind Wharton & Garrison; Charles Googe – Paul Weiss Rifkind Wharton & Garrison; David Huntington – Paul Weiss Rifkind Wharton & Garrison; Patrick Karsnitz – Paul Weiss Rifkind Wharton & Garrison; Jeffrey Marell – Paul Weiss Rifkind Wharton & Garrison; Jean McLoughlin – Paul Weiss Rifkind Wharton & Garrison; Jeffrey Samuels – Paul Weiss Rifkind Wharton & Garrison; Suhan Shim – Paul Weiss Rifkind Wharton & Garrison; Yuni Sobel – Paul Weiss Rifkind Wharton & Garrison;

Law Firms: Paul Hastings LLP; Paul Weiss Rifkind Wharton & Garrison;

Clients: Reservoir holding;

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Martina Bellini

Author: Martina Bellini

Reservoir’s Combination With Roth CH II SPAC

Paul, Weiss advised Reservoir Holdings, Inc. on the deal.

Reservoir Holdings, Inc., a leading independent music company, completed its combination with Roth CH Acquisition Co. II, a publicly traded special purpose acquisition company with $115 million in trust.

As a result of the combination, Reservoir will become a publicly listed company with an estimated enterprise value of approximately $788 million. The combined company, to be renamed Reservoir Media, Inc., will be the first independent music company to go public in the United States, as well as the nation’s first publicly listed female-founded and -led music company.

The transaction will be funded by a combination of Roth CH II’s cash held in its trust account; a full equity rollover from existing Reservoir ownership; and proceeds from a fully committed PIPE (private investment in public equity) of $150 million from institutional investors that will close concurrently with the business combination. Reservoir is expected to receive approximately $246 million in gross proceeds following the transaction, which is expected to close in the third quarter of 2021, subject to customary closing conditions and regulatory approvals.

The Paul, Weiss team for Reservoir included corporate partners Jeffrey Marell (Picture), David Huntington and Catherine Goodall, and counsel John Godfrey, Blake Clardy and Suhan Shim; executive compensation partner Jean McLoughlin and counsel Reuven Falik; intellectual property partner Charles Googe; tax partners Patrick Karsnitz and Jeffrey Samuels; litigation partners Geoffrey Chepiga and Roberto Finzi; and antitrust counsel Yuni Sobel.

Involved fees earner: John Godfrey – Paul Hastings LLP; Geoffrey Chepiga – Paul Weiss Rifkind Wharton & Garrison; Blake Clardy – Paul Weiss Rifkind Wharton & Garrison; Reuven Falik – Paul Weiss Rifkind Wharton & Garrison; Roberto Finzi – Paul Weiss Rifkind Wharton & Garrison; Catherine Goodall – Paul Weiss Rifkind Wharton & Garrison; Charles Googe – Paul Weiss Rifkind Wharton & Garrison; David Huntington – Paul Weiss Rifkind Wharton & Garrison; Patrick Karsnitz – Paul Weiss Rifkind Wharton & Garrison; Jeffrey Marell – Paul Weiss Rifkind Wharton & Garrison; Jean McLoughlin – Paul Weiss Rifkind Wharton & Garrison; Jeffrey Samuels – Paul Weiss Rifkind Wharton & Garrison; Suhan Shim – Paul Weiss Rifkind Wharton & Garrison; Yuni Sobel – Paul Weiss Rifkind Wharton & Garrison;

Law Firms: Paul Hastings LLP; Paul Weiss Rifkind Wharton & Garrison;

Clients: Reservoir holding;

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Martina Bellini

Author: Martina Bellini