Correspondence 0001193125-22-288199 from Hammerhead Energy Inc. (CIK 0001946425)
Hammerhead Energy Inc. (CIK 0001946425)
Date: Nov. 18, 2022 · CIK: 0001946425 · Accession: 0001193125-22-288199
AI Filing Summary & Sentiment
File numbers found in text: 333-267830
Referenced dates: November 7, 2022
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CORRESP 1 filename1.htm CORRESP Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 November 18, 2022 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Hammerhead Energy Inc. Registration Statement on Form F-4 Filed October 11, 2022 File No. 333-267830 Ladies and Gentlemen: On behalf of Hammerhead Energy Inc. (the “Company”), we acknowledge receipt of the letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated November 7, 2022, with respect to the Registration Statement on Form F-4, File No. 333-267830, filed with the Commission on October 11, 2022 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in Amendment No. 1. Oral Comment to Registration Statement on Form F-4 filed October 11, 2022 1. On November 9, 2022, in a telephone conversation with the Staff, the Staff requested that the Organization Structure diagram, found on page 131, be included in the section entitled “Summary of Proxy Statement/Prospectus.” RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 30 and 31 of Amendment No. 1. Securities and Exchange Commission November 18, 2022 Page 2 Registration Statement on Form F-4 filed October 11, 2022 Cover Page 1. Please disclose on your cover page that following the business combination you will be a “controlled company” within the meaning of NASDAQ rules and the controlling shareholders’ anticipated total voting power. In addition, please include appropriate risk factor disclosure. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on the cover page and on pages 82 and 83 of Amendment No. 1. Certain Defined Terms, page vii 2. Please expand the definition of “boe” to additionally clarify the basis for converting natural gas volumes to equivalent barrels of oil, e.g. the number of cubic feet of natural gas per barrel of oil equivalent. Refer to Instruction 3 to Item 1202(a)(2) of Regulation S-K. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page viii of Amendment No. 1. Summary Term Sheet, page 1 3. We note your tabular disclosure on page 4 reflects that the Riverstone Parties will own 70,406,316 shares upon completion of the business combination. We also note that your disclosure on page 87 and in the beneficial ownership table states that the Riverstone Parties will own 74,754,754 New SPAC common shares upon completion of the business combination. Please revise as appropriate to clarify the reason for this apparent discrepancy. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 4, 9, 39, 139, 178-179, 223 and 400-401 of Amendment No. 1. Questions and Answers About The DCRD Shareholders’ Meeting and the Business Combination What are some of the positive and negative factors the DCRD Board and the Special Committee considered..., page 9 4. Please revise to clarify the meaning of “meaningfully free cash flow” positive. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 10 and 150 of Amendment No. 1. Securities and Exchange Commission November 18, 2022 Page 3 Questions and Answers About the DCRD Shareholders’ Meeting and the Business Combination Q: What interests do the current officers and directors have in the Business Combination?, page 14 5. We note you disclose that the Riverstone Parties are shareholders of, and together own a controlling interest in, Hammerhead and are also affiliates of DCRD Sponsor, and DCRD’s chief executive officer and director, Robert Tichio, and Jesal Shah, an employee of Riverstone, are also directors of Hammerhead and NewCo. Please disclose the approximate dollar value of each party’s interests based on the transaction value and recent trading prices as compared to the price paid, and clarify how the board considered those conflicts in negotiating and recommending the business combination. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 17-19, 46-48, 106-108, and 174-176 of Amendment No. 1. Conditions to Closing, page 28 6. Please revise your disclosure to clarify each condition that is subject to being waived and state which party may waive such condition. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 32-36 and 133-138 of Amendment No. 1. Interests of Certain Persons in the Business Combination, page 39 7. We note that the Riverstone Parties are shareholders of, and together own a controlling interest in, Hammerhead and DCRD’s chief executive officer and director, Robert Tichio, and Jesal Shah, an employee of Riverstone, are also directors of Hammerhead and NewCo. Please disclose the approximate dollar value of the Riverstone Parties interest in New SPAC based on the transaction value and recent trading prices as compared to the price paid. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 17-19, 46-48, 106-108, and 174-176 of Amendment No. 1. Securities and Exchange Commission November 18, 2022 Page 4 Risk Factors, page 49 8. We note your risk factors indicating that Hammerhead’s results of operations and cash flow may be adversely impacted by supply chain disruptions, inflationary cost pressures, and/or interest rate fluctuations. As necessary, please update these risks characterized as potential in future amendments if these factors have impacted your operations. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that there are no amendments to be made at this time. 9. Disclose the material risks to unaffiliated investors presented by taking Hammerhead public through a business combination rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 90 of Amendment No. 1. NewCo is an “emerging growth company” and, if New SPAC takes advantage of certain exemption from disclosure requirements applicable, page 76 10. Please expand your disclosure to describe how and when a company may lose emerging growth company status and clarify whether New SPAC is unable to make use of the extended transition period for complying with new or revised accounting standards and will comply with new or revised accounting standards on or before the relevant dates on which adoption of such standards is required by the IASB. In this regard, we note your disclosure on page 319. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 82 of Amendment No. 1. The DCRD Board and the Special Committee’s financial advisor considered financial projections, page 79 11. Provide us with the legal basis for the stated intentions of the parties, here and elsewhere, including at page 148, to not update the disclosure regarding the prospective financial information “even in the event that any or all of the assumptions” are shown to be in “error.” Refer generally to Item 10(b)(3)(iii) of Regulation S-K, applicable pursuant to General Instruction D.2 to Form F-4 and General Instruction C(e) to Form 20-F. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 87, 154, 156, 158 and 160-161 of Amendment No. 1 to delete the language that states that the disclosure will not be updated “even in the event that any or all of the assumptions” are shown to be in “error.” Securities and Exchange Commission November 18, 2022 Page 5 A significant portion of New SPAC’s total outstanding shares will be restricted from immediate resale but may be sold..., page 86 12. Please revise to disclose the number of shares of common stock that will be subject to registration rights under the A&R Registration Rights Agreement. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 93-94 of Amendment No. 1. As a “foreign private issuer” under the rules and regulations of the SEC..., page 92 13. Please revise your risk factor to identify any exemptions and scaled disclosures which overlap with those available to you as both a foreign private issuer and an emerging growth company, and to clarify that the described exemptions and scaled disclosures as a result of your status as a foreign private issuer will be available to you even if you no longer qualify as an emerging growth company. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 99-101 of Amendment No. 1. The Business Combination Organizational Structure, page 119 14. Please revise your diagram illustrating the post-business combination New SPAC structure to show the relative ownership of voting and economic interests of the Sponsor, the Public, and the Hammerhead Shareholders. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 31 and 131 of Amendment No. 1. Securities and Exchange Commission November 18, 2022 Page 6 Background of the Business Combination, page 128 15. We note your disclosure that during its search process DCRD contacted or was contacted with respect to 25 initial business combination opportunities; that DCRD conducted due diligence and discussions with respect to 6 of such initial business combination candidates; and that, other than Hammerhead and two other candidates, DCRD did not proceed with and did not submit formal indications of interest and/or draft letters of intent. Please expand to describe the process utilized to evaluate the other initial business combination candidates and the reasons DCRD did not further consider any alternative proposal. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 141 of Amendment No. 1. 16. Please expand your disclosure to discuss the negotiation of key aspects of the proposed transaction, including the Hammerhead Shareholder Support Agreements, Sponsor Side Letter, Sponsor Support Agreement and IPO Letter Agreement Amendment, including the underlying reason for the negotiation of such agreements. Please also clarify how the parties determined the Hammerhead Common Share Exchange Ratio and the exchange ratios for the various series of the Hammerhead First Preferred Shares. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 38, 145-146, and 217 of Amendment No. 1. 17. With a view towards disclosure, please advise as to whether there are any material differences in the preliminary version of the Risk-Adjusted Projections that the DCRD Board reviewed on June 21, 2021 and those which are disclosed at page 142. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 142 of Amendment No. 1. 18. We note that DCRD increased its equity consideration to the Hammerhead shareholders from CAD$1.2 billion on June 14, 2022 to CAD$1.34B on July 18, 2022 and to CAD$1.39 billion on July 23, 2022. Discuss the basis or bases presented in support of each valuation proposed and what factors DCRD considered that led to an increase in the valuation. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 142-144 of Amendment No. 1. Securities and Exchange Commission November 18, 2022 Page 7 DCRD Board and Special Committee’s Reasons for Approving the Business Combination, page 136 19. We note your disclosure that the Special Committee was aware of the potential conflicts of interest with DCRD Sponsor and its affiliates that could arise with regard to the proposed terms of the Business Combination, and that the Special Committee considered these interests during the negotiation of the Business Combination. Expand your disclosure to clarify how the Special Committee and the DCRD Board considered such conflicts in determining to recommend the approval of the Business Combination. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 151-152 of Amendment No. 1. Unaudited Prospective Financial and Operating Information, page 139 20. We note your disclosure cautioning investors “not to rely” on the forecasts and that “reliance should not be placed” on projections in making a decision regarding the Business Combination. While it may be appropriate to caution investors not to place undue reliance upon the prospective forecasts, it is not appropriate to tell readers to not rely upon them. Please revise your disclosures accordingly. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 153, 155, 157, 159 and 160 of Amendment No. 1. Opinion of Financial Advisor to the Special Committee Fees and Expenses, page 158 21. Please revise your disclosure to quantify the specific amount of the fee payable to Duff & Phelps that is contingent upon the consummation of the Business Combination. Refer to Item 1015(b) of Regulation M-A. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 171 of Amendment No. 1. Material U.S. Federal Income Tax Considerations for U.S. Holders The Domestication and SPAC Amalgamation, page 173 22. Given counsel’s opinion that each of the Domestication and SPAC Amalgamation, or both such transactions taken together, “should” qualify as an F Reorganization pursuant to Section 368(a)(1)(F) of the Code, please provide supplemental disclosure describing the degree of uncertainty. RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 189-190 of Amendment No. 1. Securities and Exchange Commission November 18, 2022 Page 8 Unaudited Pro Forma Condensed Consolidated Financial Information Basis of Pro Forma Presentation, page 206 23. Please tell us and disclose how shares held by current Hammerhead shareholders of 17,802,969 and shares held by the Riverstone Parties of 70,406,316 disclosed here were derived. Reconcile pro forma share ownership of Hammerhead shareholders and the Riverstone Parties to common shares and preferred shares issued and outstanding as of June 30, 2022