Roth CH Acquisition II in an S-1 filing registered to sell approximately 58.65 million shares of Reservoir Media stock in connection with the proposed merger of the companies.
The shares were issued to the existing stockholders of the independent music company pursuant to the merger agreement and to certain institutions and accredited investors.
Reservoir and Roth CH II announced a definitive agreement for a business combination in April. Upon closing, the combined company will be renamed Reservoir Media, and is expected to list on the Nasdaq under RSVR.
The new company would have an enterprise value of $788 million, the parties said.
Institutional investors, including funds managed by Caledonia, will participate in a common stock PIPE of $150 million at $10 per share. Following the transaction and after expenses, Reservoir is expected to receive approximately $246 million.
Reservoir founder and CEO Golnar Khosrowshahi will continue to lead the combined company. Reservoir will be the first independent music company to go public in the United States and, the company said, the first female-founded and led music company to trade publicly in the United States. Read more.