EXEE NETW Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
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The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Mergers (defined below) and the other Transactions (defined below) contemplated thereby, are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Structure of the Transaction
The acquisition is structured as a "double dummy" transaction, resulting in the following:
• Each of Parent, ENPC Merger Sub and GREP Merger Sub are newly formed
entities that were formed for the sole purpose of entering into and
consummating the transactions set forth in the Business Combination
Agreement. Parent is a wholly-owned direct subsidiary of ENPC and both
ENPC Merger Sub and GREP Merger Sub are wholly-owned direct subsidiaries
of Parent.
• On the Closing Date, each of the following transactions will occur in the
following order: (a) ENPC Merger Sub will merge with and into ENPC (the
"ENPC Merger"), with ENPC surviving the ENPC Merger as a wholly-owned
subsidiary of Parent; and (b) immediately following the ENPC Merger, GREP
Merger Sub will merge with and into GREP (the "GREP Merger," together
with the ENPC Merger, the "Mergers"), with GREP surviving the GREP Merger
as a wholly-owned subsidiary of Parent (the transactions contemplated by
the foregoing clauses (a) and (b) the "Business Combination," and
together with the other transactions contemplated by the Business
Combination Agreement, the "Transactions").
Effect of the Business Combination on Existing ENPC Equity
Subject to the terms and conditions of the Business Combination Agreement, the Business Combination will result in, among other things, the following:
• 495,357 shares of ENPC Class F common stock shall be converted into
1,238,393 shares of ENPC Class A common stock (of which 371,518 shares of
ENPC Class A common stock shall, upon conversion to Parent common stock,
be subject to the vesting and forfeiture provisions set forth in the
Sponsor Agreement (as defined herein)), the remainder of ENPC Class F
common stock outstanding will automatically be cancelled without any
conversion, payment or distribution with respect thereto (the "ENPC
Class F Conversion ");
• all other shares of ENPC Class A common stock held by Sponsor and the
directors of ENPC shall automatically be cancelled without any
conversion, payment or distribution (the "Sponsor Share Cancellation");
• all shares of ENPC Class B common stock outstanding will be deemed
transferred to ENPC and be surrendered and forfeited for no consideration
(the "ENPC Class B Contribution ");
• immediately prior to the ENPC Class F Conversion , Sponsor Share
Cancellation and ENPC Class B Contribution , any and all ENPC CAPSTM,
which are composed of one share of ENPC Class A common stock and
one-fourth of one ENPC warrant, shall be immediately and automatically
detached and broken into their constituent parts, such that a holder of a
CAPSTM shall be deemed to hold one share of ENPC Class A common stock and
one-fourth of one ENPC warrant and such underlying constituent securities
shall be converted or cancelled (the "CAPSTM Separation");
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• following the ENPC Class F Conversion , Sponsor Share Cancellation, ENPC
Class B Contribution and CAPSTM Separation, each share of ENPC Class A
common stock issued and outstanding immediately prior to the effective
time of the ENPC Merger will be converted into a right to receive one
share of Parent common stock;
• immediately prior to the effective time of the ENPC Merger, all ENPC
private placement warrants and ENPC working capital warrants will be
deemed transferred to ENPC and will be surrendered and forfeited for no
consideration; and
• at the effective time of the ENPC Merger, each ENPC public warrant issued
and outstanding immediately prior to the effective time of the ENPC
Merger, entitling the holder thereof to purchase one share of ENPC
Class A common stock at an exercise price of $11.50 per share (after
giving effect to the Stock Split and subject to further adjustment), will
be converted into the right to receive a warrant to purchase one share of
Parent common stock at an exercise price of $11.50 per share (subject to
adjustment) upon consummation of the Business Combination.
Consideration
The aggregate consideration to be paid in the Transactions to the direct or
indirect owners of GREP will consist of 130.0 million shares of Parent's common
stock. The number of shares of the equity consideration was determined based on
a
Redemption Offer
Pursuant to ENPC's charter and in accordance with the terms of the Business Combination Agreement, ENPC will be providing its public stockholders with the opportunity to redeem, upon the consummation of the Business Combination, their public shares for cash equal to their pro rata share of the aggregate amount on deposit as of two (2) business days prior to the consummation of the Transactions in ENPC's Trust Account (which holds the proceeds of the ENPC's initial public offering, less taxes payable).
Listing of New Parent Common Stock
Shares of Parent common stock and Parent warrants are expected to be listed on
the
Representations and Warranties and Covenants
Each of the parties to the Business Combination Agreement have made representations, warranties and covenants in the Business Combination Agreement that are customary for transactions of this nature.
Conditions to
Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, and conditions customary to special purpose acquisition companies, including the approval of ENPC's stockholders.
In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to other closing conditions, including, among others: (a) the expiration of the waiting period (or extension thereof) under the Hart-Scott Rodino Antitrust Improvement Act of 1976 (the "HSR Act"), (b) the absence of any government orders, decrees, rulings, injunctions or other actions in effect that restrain, enjoin, or otherwise prohibit the consummation of the Transactions, and no law having been adopted that makes consummation of the Transactions illegal or otherwise prohibited, (c) the Business Combination Proposal having been approved by the
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ENPC stockholders at the special meeting, (d) the closing of the Redemption
Offer (as defined in the Business Combination Agreement), (e) the ENPC proxy
statement/prospectus and Registration Statement shall have become effective, no
stop order shall have been issued by the
Additionally, GREP's obligations to consummate the transactions contemplated by the Business Combination Agreement are also subject to the conditions that . . .
Item 7.01 Regulation FD Disclosure.
On
A copy of the investor presentation is furnished as Exhibit 99.2 and incorporated by reference herein.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
Parent intends to file with the
Participants in the Solicitation
ENPC, Parent, GREP and their respective directors, executive officers and other
members of their management and employees, under
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Forward Looking Statements
This Current Report includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements contained in this Current Report that reflect our current views with respect to future events and financial performance, business strategies, expectations for our business, and the timing and ability for us to complete the Business Combination and any other statements of a future or forward-looking nature, constitute "forward-looking statements" for the purposes of federal securities laws. These forward-looking statements include statements about the parties' ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of ENPC, Parent and GREP and may include statements for the period following the consummation of the Business Combination.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about the benefits of the Business Combination and the future financial performance of ENPC, Parent or GREP following the Business Combination.
The forward-looking statements contained in this Current Report are based on our current expectations and beliefs concerning future developments and their potential effects on us and/or Parent. We cannot assure you that future developments affecting us and/or Parent will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our, Parent's and/or GREP's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: the timing to complete the Transactions; the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against us, Parent, GREP and others following announcement of the Business Combination Agreement and transactions contemplated therein; the inability to complete the Business Combination due to the failure to obtain our stockholders' approval; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination; Parent's ability to obtain the listing of its common stock and warrants on NYSE following the Business Combination; the risk that the proposed Business Combination disrupts current plans and operations of GREP as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination; unexpected costs related to the proposed Business Combination; the management and board composition of Parent following the proposed Business Combination; limited liquidity and trading of Parent's securities; the use of proceeds not held in the Trust Account or available from interest income on the Trust Account balance; geopolitical risk and changes in applicable laws or regulations; the possibility that GREP, Parent or ENPC may be adversely affected by other economic, business, and/or competitive factors; operational risk; the possibility that the COVID-19 pandemic, or another major disease, disrupts GREP's business; litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on GREP's resources; and the risks that the consummation of the Business Combination is substantially delayed or does not occur.
The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. ENPC, Parent, and GREP do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.
Disclaimer
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1* Business Combination Agreement, datedMay 16, 2022 , by and amongExecutive Network Partnering Corporation ,Granite Ridge Resources, Inc. ,ENPC Merger Sub, Inc. ,GREP Merger Sub, LLC , andGREP Holdings, LLC . 10.1 Sponsor Agreement, dated as ofMay 16, 2022 , by and among ENPC Holdings, LLC,Executive Network Partnering Corporation ,Granite Ridge Resources, Inc. ,GREP Holdings, LLC and certain other parties thereto. 10.2 Form of Registration Rights Agreement and Lock-Up Agreement by and amongGranite Ridge Resources, Inc. ,ENPC Holdings, LLC and the other Holders (as defined therein) listed thereto. 10.3* Form of Management Services Agreement, by and between Granite RidgeResources, Inc. andGrey Rock Administration, LLC . 99.1 Press Release, datedMay 16, 2022 . 99.2 Investor Presentation, datedMay 2022 . 104 Cover Page Interactive Data file (embedded within the Inline XBRL document * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
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