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Dynamic quotes 
OFFON

U.S. ENERGY CORP.

(USEG)
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U.S. Energy Corp. agreed to acquire Certain Oil and Gas Assets Of Synergy Offshore, LLC from Synergy Offshore, LLC.

10/05/2021 EST

U.S. Energy Corp. (NasdaqCM:USEG) agreed to acquire Certain Oil and Gas Assets Of Synergy Offshore, LLC from Synergy Offshore, LLC for $31.9 million on October 4, 2021. In related transactions U.S. Energy Corp. agreed to acquire certain oil and gas assets from Synergy Offshore LLC, and certain entities controlled by Sage Road Capital, LLC. Under the terms of the agreements, U.S. Energy will issue 19,905,736 shares of common stock, pay $1.25 million of cash, and assume $3.3 million of indebtedness from the Sellers, equating to a total consideration of $99.5 million using U.S. Energy?s closing stock price on October 1, 2021. U.S. Energy is required to place a $500,000 deposit into escrow. As part of consideration, U.S. Energy deliver $125,000 in cash and 6,546,384 shares of common stock to Synergy. Upon completion of the Transactions, the Sellers will own approximately 80.8% and existing U.S. Energy shareholders will own approximately 19.2% of the U.S. Energy?s outstanding common stock. Ryan Smith will continue as Chief Executive Officer of U.S. Energy and John Weinzierl, an owner of one of the Sellers, will join the Board of Directors as Chairman. As part of the transaction, the U.S. Energy Board of Directors will increase from five to seven members. The initial Board of Directors at closing will consist of three Directors designated by the Sellers (one from each entity), including Weinzierl as Chairman, Duane King, and a designee from Sage Road Capital, and four legacy Directors from U.S. Energy, including Smith, Ryan L. Smith as Chief Executive Officer and Chief Financial Officer and Donald Kessel as Chief Operating Officer of U.S. Energy. The First Amendment modified the Voting Agreement to provide that each Seller has the right to appoint two members to the Board of Directors, as long such Seller holds 15% or more of U.S. Energy?s common stock, and thereafter, such Seller has the right to appoint one member to the Board of Directors, as long as such Seller holds 5% or more of the Company?s common stock, in order for such Voting Agreement to comply with Nasdaq rules and requirements. The transaction is subject to customary closing conditions including regulatory approvals, approval of U.S. Energy stockholders, additional listing application shall have been approved by the NASDAQ and if required by NASDAQ, common stock shall have been approved for initial listing on NASDAQ following closing and closing of the transactions under all Purchase Agreements shall occur simultaneously. U.S. Energy Board of Directors unanimously recommend to stockholders to vote for the proposal. Special meeting of stockholders of U.S. Energy will be held on January 4, 2022. Transaction is expected to close in the fourth quarter of 2021. As per the article of November 12, 2021, transaction is expected to close in the first quarter of 2022. Johnson Rice & Company, L.L.C. acted as financial advisor to U.S. Energy Corp. David M. Loev and John S. Gillies of The Loev Law Firm, PC acted as legal advisor to U.S. Energy Corp. Adrienne Randle Bond of Crain, Caton & James P.C. acted as legal advisor to Synergy Offshore, LLC.


ę S&P Capital IQ 2021
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Financials (USD)
Sales 2020 2,16 M - -
Net income 2020 -6,44 M - -
Net cash 2020 2,52 M - -
P/E ratio 2020 -0,93x
Yield 2020 -
Capitalization 16,6 M 16,6 M -
EV / Sales 2019 0,39x
EV / Sales 2020 3,80x
Nbr of Employees 2
Free-Float 88,1%
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Managers and Directors
Ryan L. Smith President, CEO, CFO & Director
D. Stephen Slack Chairman
Javier F. Pico Independent Director
James W. Denny Independent Director
Randall D. Keys Independent Director
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