Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENTS

v3.19.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
VEN Bakken Acquisition

On July 1, 2019, the Company completed its acquisition (the “VEN Bakken Acquisition”) of certain oil and gas properties and interests from VEN Bakken, LLC (“VEN Bakken”), effective as of July 1, 2019. VEN Bakken is a wholly-owned subsidiary of Flywheel Bakken, LLC, a portfolio company of the Kayne Private Energy Income Funds. The acquired assets consist of approximately 87.8 net producing wells and 4.1 net wells in process, as well as approximately 18,000 net acres in North Dakota. The VEN Bakken Acquisition was completed pursuant to the previously announced purchase and sale agreement between the Company and VEN Bakken, dated as of April 18, 2019 (the “VEN Bakken Agreement”).

Upon closing on July 1, 2019, the Company paid closing consideration to VEN Bakken consisting of (i) $170.1 million in cash (which reflects the $165.0 million unadjusted cash consideration, which includes an acquisition deposit of $31.0 million, under the VEN Bakken Agreement, plus $5.1 million of working capital adjustments made at closing), (ii) 5,602,147 shares of Company common stock valued at $11.7 million, based on the $2.09 per share closing price of Company common stock on the closing date of the acquisition and (iii) a 6.0% unsecured promissory note due July 1, 2022 issued by the Company in the aggregate principal amount of $130.0 million (the “Purchaser Note”). The cash and promissory note portions of the consideration are net of preliminary and customary purchase price adjustments and remain subject to final post-closing settlement between the Company and VEN Bakken. The Company funded the cash portion of the closing payment with borrowings under its revolving credit facility. The Company has considered the disclosure requirements of ASC 805-10-50-2 and ASC 805-10-50-4 but has not included the required disclosures in this report due to the timing of the transaction.