Sentinel Energy Services Inc. (NASDAQ:STNL) entered into a definitive agreement to acquire a majority stake in Strike Capital LLC from OEP Capital Advisors LP and other shareholders for approximately $430 million on October 18, 2018. Sentinel will pay as consideration approximately $124.4 million in cash and an aggregate of approximately 30.6 million shares of its common stock. Current Strike Capital owners will retain a significant part of their equity in Strike Capital. Strike Capital management will retain 75% of their existing ownership stake while OEP will retain 80% of its existing ownership stake in Strike Capital following the transaction. Prior to completion of the business combination, Sentinel is expected to re-domesticate from the Cayman Islands to Delaware. The cash portion of the consideration will be funded by the proceeds from Sentinel’s $345 million initial public offering and a proposed PIPE investment. In connection with the transaction, Sentinel has obtained commitments for a $150 million PIPE investment at $10 per share, including a cash commitment of $110 million by Fidelity Management and Research Company and $40 million investment by Sentinel's sponsor, CSL Capital Management LP and certain of its investment funds, comprising a cash commitment of $22 million and the contribution of Invacor valued at $18 million. Following the transaction, the combined company will be organized in an “Up-C” structure whereby the company’s only assets will consist of equity interests of Strike Capital. The combined company will be renamed Strike Inc. and is expected to trade on the NYSE under a new ticker "STRK". Following the closing, the combined business will be led by Strike Capital's current Chief Executive Officer and one of its founding partners, Steve Pate, together with his existing management team. Upon closing, the Board of Directors of Sentinel, will consist of seven members, including Andrew Gould as Chairman, Krishna Shivram, Steve Pate, Charles Leykum, Lee Gardner, Marc Zenner and Jon Marshall. The transaction is subject to customary closing conditions, including regulatory approvals, expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval of Sentinel shareholders, resignations of certain directors, officers and employees of Sentinel, execution of ancillary agreements, execution of lock-up agreement, executed restrictive covenant agreements, execution of employment agreements, execution of registration rights and Sentinel having a certain minimum cash amount on its balance sheet. In connection with the transaction, Sentinel has entered into voting and support agreements pursuant to which certain shareholders representing 20% of Sentinel’s outstanding shares have agreed to vote their shares in favor of the transaction. A shareholder vote to approve the deal is expected to be conducted in December 2018. As of October 31, 2018, the Federal trade Commission granted the early termination notice. The transaction is expected to be completed in January 2019. As of January 25, 2019, the deal is expected to close on or around February 6, 2019. Citigroup Global Markets Inc. acted as private placement agent, financial advisor and capital markets advisor to Sentinel, while David Lange and Elliott M. Smith from Winston & Strawn LLP acted as legal advisor to Sentinel. J.P. Morgan Securities LLC acted as financial advisor to Strike Capital while Alain Dermarkar and Ira White from Jones Day acted as legal advisors to Strike Capital. Morrow & Co., LLC acted as information agent and was provided a fee of $22,500. Continental Stock Transfer & Trust Company, Inc. acted as Sentinel's transfer agent. Kent Jamison acted as Sentinel's General Counsel.