Reservoir Holdings, Inc., a Leading Independent Music Company, to List on NASDAQ Through Merger with Roth CH Acquisition II Co. - Seite 3

Reservoir Investment Highlights

• Large market opportunity with strong secular industry tailwinds driven by the global adoption of paid streaming music subscription services and growth in areas like in-home fitness
• Diverse catalogs of music compositions and sound recordings, de-risked by long-term royalty copyright ownership
• Business model strengthened by value enhancement initiatives that have enabled the Company to grow organically at more than double the rate of the industry
• An active songwriter roster nurtured by the frontline creative team has achieved regular top ten market share within the contemporary music marketplace
• Proven M&A platform and large pipeline of catalog acquisition opportunities in an industry ripe for consolidation
• Highly attractive economic model with predictable, significant free cash flow generation

Transaction Overview

The transaction will be funded by a combination of Roth CH II’s cash held in its trust account (after any redemptions by its public stockholders in connection with the closing), a full equity roll-over from existing Reservoir ownership, and proceeds from a private placement of $150 million of common stock at $10.00 per share led by Caledonia and other institutional investors that will close concurrently with the business combination.

The transaction implies a pro forma enterprise valuation for the combined company of approximately $788 million at closing. The pro forma implied equity value of the combined company is $740 million at $10.00 per share, assuming no redemptions by the public stockholders of ROCC. Following the transaction and after payment of transaction expenses, Reservoir is expected to receive approximately $246 million of cash – inclusive of the $150 million PIPE and assuming no redemptions from the approximately $115 million of cash held in Roth CH II’s trust account.

The board of directors of Reservoir and ROCC have unanimously approved the transaction. The transaction will require the approval of the stockholders of ROCC and is subject to other customary closing conditions. The transaction is expected to close in the third quarter of 2021.

The combined company will continue to be led by Golnar Khosrowshahi, Founder & CEO, and an executive leadership team including Rell Lafargue, President & COO, and Jim Heindlmeyer, CFO.

Advisors

Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC are acting as placement agents for the PIPE transaction. Goldman Sachs & Co. LLC is acting as financial advisor to Reservoir. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Reservoir and Loeb & Loeb LLP is acting as legal advisor to Roth CH II.