Tengasco, Inc. and Riley Exploration-Permian, LLC Announce Merger Agreement 1
Tengasco Inc. and Riley Exploration – Permian, LLC (“Riley”) announced that they have entered into a definitive merger agreement in an all-stock transaction. Under the terms of the merger agreement, Tengasco will issue approximately 203 million shares of Tengasco common stock to Riley members at the closing of the transaction.  Following the closing of the transaction, the current members of Riley will own 95% of Tengasco and the current Tengasco stockholders will own the remaining 5%. In addition, Riley will become a wholly owned subsidiary of Tengasco.  

Riley is a private equity backed company focused on developing conventional oil and natural gas properties in the Northwest Shelf of the Permian Basin. Riley was formed with the goal of building a premier Permian Basin pure-play acquisition, exploration, and development company, focusing on oil-rich, geologically driven sweet spots within legacy oilfields that are conducive to newer drilling and completion techniques.  Riley’s acreage is primarily located on large contiguous blocks in Yoakum County, Texas and LeaRoosevelt and Chaves Counties in New Mexico; and the offset legacy assets are located in the Permian Basin San Andres fields, which include the Wasson and Brahaney Fields. 

Riley’s assets have a shallower decline profile than most unconventional reservoirs, which provides Riley with optionality in terms of capital deployment, development schedule, and management of organic growth.  As a result, Riley has a strong balance sheet with a low debt to trailing twelve months Adjusted EBITDAX ratio of 1.4:1, has been able to grow production quarter over quarter, and has a record of paying cash dividends to common unitholders for the past 6 quarters totaling $25 million to date.

Key facts related to Riley’s assets and operations include:

  • Organic Growth – Long-lived oil-weighted production growth.
  • Focus on Returns – Free cash flow and history of dividend payments.
  • Lean Balance Sheet – Low debt profile of less than 1.4 x Debt / TTM Adjusted EBITDAX.
  • Riley’s estimated total proved, probable and possible reserves at September 30, 2019 based on a third-party reservoir engineer report were approximately 54,803, 60,580 and 8,926 MBoe, respectively
  • Nine months ended June 30, 2020 average daily production of 7,073 Net Boe/d (81% oil, 10% Natural Gas and 9% NGLs).
  • Management team has a total of over 100 years of collective oil and gas experience, including significant experience in horizontal drilling in the Northwest Shelf of the Permian Basin.
  • 44,880 net acres as of June 30, 2020.

At the consummation of the merger, the following is expected to occur:

  • Tengasco will change its name to Riley Exploration Permian, Inc.
  • Tengasco’s common stock will continue to trade on the NYSE American, but under a new symbol, expected to be “REPX.”
  • Current management of Riley will become the management of Tengasco with Bobby Riley serving as CEO and Kevin Riley as President. Michael Rugen, the interim CEO and the CFO of Tengasco will continue as CFO of Tengasco.
  • The corporate office will be relocated to Riley’s current office in Oklahoma City, OK.
  • We anticipate reverse stock split in a range from 8-to-1 to 12-to-1 will be completed following closing.
  • The Board of Directors of Tengasco will consist of:
    • Bobby Riley – Chairman of the Board and Chief Executive Officer
    • Bryan Lawrence – Non-Employee Director
    • Philip Riley – Non-Employee Director
    • Michael Rugen – Director
    • Unnamed Independent Director

Mr. Rugen stated, “We started a process at the beginning of the year to explore strategic alternatives that we hoped could maximize the value of Tengasco for our stockholders.  We sought a candidate that would provide a solid asset base, proven management, a healthy balance sheet and growth that could be accelerated based upon market conditions.  Riley not only meets these objectives but exceeds them in that they have a history of paying a cash dividend to common unitholders that is expected to continue, resulting in our stockholders participating in that dividend going forward.  We are confident in the future of Riley and look forward to closing this merger as quickly as possible.”

Bobby Riley further stated, “Riley is positioned to be one of a new breed of E&P companies that offers a mix of assets that provides for strong capital efficiency and optionality for our stakeholders.  We believe we will not only maintain our conservative balance sheet, but will improve it over the next year, while maintaining or possibly even increasing our cash dividend over the same period.  With our strong hedge position, we are confident heading into the future, and anticipate continued growth, that can be accelerated based upon prevailing market conditions.  We believe that providing our stockholders with stockholder friendly policies, along with conservative fiscal management and growth options constitutes the new breed of energy company that the market has been waiting for.”

Investor Call

Tengasco and Riley will host an investor call on Thursday, October 22, 2020 at 4:30 P.M. Eastern time to discuss the announced merger.  Call information is:

Webcast link: https://edge.media-server.com/mmc/p/ovir2gs8

Conference ID: 5374379

US/CANADA Participant Toll-Free Dial-In Number:      

(833) 665-0660

US/CANADA Participant International Dial-In Number: 

(914) 987-7314

Timing and Approvals

The transaction is expected to close during the first quarter of 2021, and it is subject to customary closing conditions and regulatory approvals, including the approval of Tengasco stockholders and Riley members. 

Advisors

ROTH Capital Partners acted as exclusive financial advisor to Tengasco, Inc. and Davis Graham & Stubbs LLP is serving as legal advisor to Tengasco.

Truist Securities acted as exclusive financial advisor to Riley Exploration – Permian, and DiSanto Law and Thompson & Knight LLP are serving as legal advisors to Riley.

About Tengasco, Inc.

Tengasco Inc. is an independent oil and gas company that explores for, develops, and produces domestic oil and natural gas reserves.  Tengasco’s activities are focused in the State of Kansas.

About Riley Exploration – Permian, LLC

Riley Exploration – Permian, LLC is an independent oil and natural gas company focused on steadily growing its reserves, production and cash flow through the acquisition, exploration, development and production of oil, natural gas, and natural gas liquids, or NGLs, in the Permian Basin.

No Offer or Solicitation

Communications in this news release do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer 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.  No public offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

See Campaign: http://www.tengasco.com
Contact Information:
http://www.tengasco.com

Tags:
, Wire, Legal Newswire, United States, English