Roth CH Acquisition III in an 8-K filing disclosed it has amended the terms of its PIPE and Pre-PIPE agreements ahead of the proposed merger with QualTek, a turnkey provider of infrastructure services to the 5G wireless, telecom, and renewable energy sectors.
The Pre-PIPE investors have purchased $44.4 million in convertible notes of QualTek. The conversion price of $8 per share was reduced to $6.40 per share.
For PIPE investors, the purchase price was lowered from $10 to $8 per share, while subscribers can elect to participate instead in the backstop agreement. Notes for the backstop would be issued for up to approximately $123 million.
Announced in June, the business combination would give the merged companies an enterprise value of $829 million.
The SPAC raised $100 million in a March 2021 IPO.
Under the original terms when the deal was announced, the QualTek transaction, if approved, would be funded by a combination of Roth CH III’s cash held in trust (less any redemptions), an effective full equity roll-over from existing QualTek ownership, and $66 million in proceeds from a common stock PIPE. In addition, certain institutional investors are also making a $44 million private placement funding into QualTek immediately. Read more.
