Pure Acquisition PUREU = 1 C + 1/2 W
High Peak HPK
Pure Acquisition Corp. (NASDAQ: PACQ, PACQU, PACQW), a publicly traded special purpose acquisition vehicle (“Pure”) and HighPeak Energy, Inc. (NASDAQ: HPK, HPKEW), an oil and gas exploration and production company (“HighPeak Energy” or the “Company”), today announced the closing of its business combination to acquire the oil and gas assets, among other assets, of HighPeak Energy, LP and HighPeak Energy II, LP. The consideration for the oil and gas assets was approximately 75,000,000 shares of the Company’s common stock, par value $0.0001 per share (“HighPeak Energy common stock”). Additionally, as merger consideration, the public stockholders of Pure (i) received an aggregate of 1,232,425 shares of HighPeak Energy common stock, 1,232,425 warrants to purchase HighPeak Energy common stock (“HighPeak Energy warrants”) and 1,232,425 contingent value rights representing the right of qualifying holders to receive HighPeak Energy common stock (“CVRs”), with each public stockholder of Pure receiving one share of HighPeak Energy common stock, one HighPeak Energy warrant and one CVR in exchange for each share of Pure’s Class A common stock, par value $0.0001 per share (“Class A common stock”) held at the closing, (ii) that were holders of Pure’s public warrants received an aggregate 328,888 HighPeak Energy warrants, representing one HighPeak Energy warrant in exchange for each public warrant of Pure held by such holder at the closing and (iii) received a cash amount of $0.62 per share of Pure’s Class A common stock held at the closing, which equaled the amount by which the per-share redemption value of Pure’s Class A common stock at the closing exceeded $10.00 per share, totaling approximately $767,902. Further, in connection with the closing, the Company issued additional shares of HighPeak Energy common stock, HighPeak Energy warrants and CVRs to certain qualified institutional buyers and accredited investors pursuant to a private placement under an Amended & Restated Forward Purchase Agreement. The Company’s common stock and warrants will begin trading on the Nasdaq Global Market (the “Nasdaq”) beginning on Monday, August 24, 2020. The Company has submitted applications to trade its CVRs on the over-the-counter market and the Nasdaq under the symbol “HPKER”.
Highly contiguous position of approximately 51,000 net acres located primarily in Howard County, Texas which is more than 90% operated and provides the scale and depth of drilling location inventory to maximize both capital and operating efficiencies.
Current net production is approximately 2,600 barrels of oil equivalent per day (“Boe/d”) from legacy horizontal wells that have recently been brought back online after voluntary production curtailments made in response to the global pandemic.
Production stream provides an oil cut of 85% supporting strong operating profit margins.
HighPeak Energy expects to turn online an additional fifteen wells by yearend which are expected to increase production to a range of 10,000 to 12,000 Boe/d in the first quarter of 2021.
Jack Hightower, HighPeak Energy’s Chairman and CEO, said, “We are excited to have completed the business combination and begin building production and cash flow with our development program. Our initial focus will be bringing our 15 horizontal wells online this year and drilling an additional six wells by yearend.”
HighPeak Energy raised $102 million of equity through the money from Pure’s trust holders and a concurrent private placement.
Michael L. Hollis, HighPeak Energy’s President, said, “With oil prices stabilizing at $40 or more per barrel for about the last two months and the closing of the business combination, we expect to begin increasing our production throughout the remainder of the year and to begin drilling with a one-rig program.”
The stockholders of Pure approved the previously announced business combination with certain affiliates of HighPeak Energy Partners, LP at its special meeting of stockholders on August 18, 2020, with 13,649,922 votes in favor of the business combination and 100,125 votes against the business combination. Pure’s last day of trading on the Nasdaq was Friday, August 21, 2020.
5/5/2020 will pay to Trust $0.02 per share of ...from May 21, 2020 until the Extended Date, but the total monthly payment will be no greater than $200,000 (“Contributions”). If more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, then the amount paid per share per month will be reduced proportionately and will equal $200,0000 divided by the number of shares outstanding after the Extension. If less than 10,000,000 remain outstanding after the redemptions the amount paid per share per month will be $0.02 per share of Class A Common Stock.
If 2 cents/share August 21, trustwould be approximately $10.58 per public share, in comparison to the redemption amount at the record date of approximately $10.52 per public share. if more than 10,000,000 ,,,after redemptions in connection with the Extension, then the amount paid per share will be reduced proportionately.
Trust = $10.52 -----2/5/20
Warrant 1 + $11.50 ******* Call 18. Redeem provision below.
36mm units. upsized.
18 Months. Closed April 17,2018. Expire 10/17/19
U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental '
trust account including interest earned on the funds held in the trust account and not previously released to us, ... We expect the pro rata redemption price to be approximately $10.00 per share of Class A common stock without taking into account any interest earned on such funds.
Executive offices - 421 West 3rd Street, Fort Worth, Texas 76102. Our telephone number is (817) 850-9201.
Jack D. Hightower, our Chairman and Chief Executive Officer
Focus our search on businesses in the energy industry with an emphasis on opportunities in the upstream oil and gas industry in North America
******Our sponsor has committed to offer or cause an affiliate to offer to purchase, at $1.00 per public warrant, our outstanding public warrants in a tender offer that would commence after our announcement of an initial business combination and occur in connection with such business combination. If we are unable to close our business combination within the allotted time, our sponsor will purchase or cause an affiliate to purchase any outstanding public warrants for $1.00 per public warrant at the same time as we redeem our public shares.
On the date of this prospectus, our sponsor or its affiliate will either deposit cash funds or a letter of credit from a financially capable bank in good standing in an amount equal to $18,000,000 (or $20,700,000 if the over-allotment is exercised in full) with Continental Stock Transfer & Trust Company. The funds held in the escrow account may be used (or the letter of credit may be drawn upon) to pay $1.00 per warrant to holders of public warrants (excluding private placement warrants or forward purchase warrants) that tender in the tender offer for the public warrants.