Item 1.01. Entry into a Material Definitive Agreement.
First Amendments to Purchase and Sale Agreements
On
On
As originally contemplated, the Voting Agreement was to provide for all the Sellers to agree to appoint and nominate each of their designated director nominees to the Board of Directors of the Company, with each Seller having the right, for so long as they held at least 5% of the Company's outstanding common stock, to appoint two members to the Board of Directors of the Company.
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 the Company'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 Voting Agreement is contemplated to be entered into at or around the Closing.
The foregoing description of the First Amendment and Voting Agreement is only a summary and is not complete, and is qualified in its entirety by reference to the First Amendment and form of Voting Agreement, copies of which are attached hereto as Exhibits 2.4 and 10.1, respectively, and are incorporated into this Item 1.01 by reference in their entirety.
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth in Item 1.01 above relating to the First Amendment and the Voting Agreement (including the copies thereof incorporated by reference into Item 1.01) is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1*+ Purchase and Sale Agreement between amongLubbock Energy Partners , LLC, as seller, andU.S. Energy Corp. , as purchaser, dated as ofOctober 4, 2021 (Filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onOctober 6, 2021 , and incorporated by reference herein) 2.2*+ Purchase and Sale Agreement between amongBanner Oil & Gas, LLC ,Woodford Petroleum, LLC andLlano Energy LLC , as sellers, andU.S. Energy Corp. , as purchaser, dated as ofOctober 4, 2021 (Filed as Exhibit 2.2 to the Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onOctober 6, 2021 , and incorporated by reference herein) 2.3*+ Purchase and Sale Agreement between amongSynergy Offshore, LLC , as seller, andU.S. Energy Corp. , as purchaser, dated as ofOctober 4, 2021 (Filed as Exhibit 2.3 to the Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onOctober 6, 2021 , and incorporated by reference herein) 2.4* First Amendment to Purchase and Sale Agreements between LubbockEnergy Partners, LLC ;Banner Oil & Gas, LLC , Woodford Petroleum, LLC andLlano Energy LLC ;Synergy Offshore, LLC , andU.S. Energy Corp. , dated as ofOctober 25, 2021 10.1 Form of Nominating and Voting Agreement (proposed to be entered into betweenLubbock Energy Partners, LLC ;Banner Oil & Gas, LLC , Woodford Petroleum, LLC andLlano Energy LLC ;Synergy Offshore, LLC , andU.S. Energy Corp. ), attached as Exhibit 1 to the First Amendment to Purchase and Sale Agreements attached as Exhibit 2.4 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) * Filed herewith.
+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
supplementally to the
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "would," "will," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ
materially from those contained in such forward-looking statements include,
without limitation, the ability of the parties to close the Purchase Agreements
on the terms set forth in, and pursuant to the required timing set forth in, the
Purchase Agreements, if at all; the occurrence of any event, change or other
circumstances that could give rise to the right of one or all of Sellers or the
Company (collectively, the "Sale Agreement Parties") to terminate the Purchase
Agreements; the effect of such termination, including fees potentially payable
in connection therewith; the outcome of any legal proceedings that may be
instituted against Sale Agreement Parties or their respective directors or
officers; the ability to obtain approvals and meet other closing conditions to
the Purchase Agreements on a timely basis or at all, including the risk that
approvals required for the Purchase Agreements are not obtained on a timely
basis or at all, or are obtained subject to conditions that are not anticipated
or the expected benefits of the transaction; the ability to obtain approval by
the Company's shareholders on the expected schedule of the transactions
contemplated by the Purchase Agreements; potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the
Purchase Agreements; the ability of the Company to retain and hire key
personnel; the diversion of management's attention from ongoing business
operations; uncertainty as to the long-term value of the common stock of the
Company following the closing of the Purchase Agreements; the business, economic
and political conditions in the markets in which Sale Agreement Parties operate;
fluctuations in oil and natural gas prices, uncertainties inherent in estimating
quantities of oil and natural gas reserves and projecting future rates of
production and timing of development activities; competition; operating risks;
acquisition risks; liquidity and capital requirements; the effects of
governmental regulation; adverse changes in the market for the Company's oil and
natural gas production; dependence upon third-party vendors; risks associated
with COVID-19, the global efforts to stop the spread of COVID-19, potential
downturns in the
Other important factors that may cause actual results and outcomes to differ
materially from those contained in the forward-looking statements included in
this communication are described in the Company's publicly filed reports,
including, but not limited to, the Company's Annual Report on Form 10-K for the
year ended
The Company cautions that the foregoing list of important factors is not
complete, and does not undertake to update any forward-looking statements except
as required by applicable law. All subsequent written and oral forward-looking
statements attributable to the Company or any person acting on behalf of any
Sale Agreement Parties are expressly qualified in their entirety by the
cautionary statements referenced above. Other unknown or unpredictable factors
also could have material adverse effects on
Additional Information and Where to Find It
In connection with the transactions contemplated by the Purchase Agreements (the
"Transactions"), the Company plans to file with the
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
No Offer Or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
The Company, the Sellers and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the respective shareholders of the Company in respect of the proposed
Transactions under the rules of the
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