HNR Acquisition in a proxy filing called an Oct. 30 meeting for shareholders to vote on its proposed merger with Pogo Resources, a New Mexico-based oil company.
After deal revisions, the purchase consideration consists of $63 million in cash plus 2 million shares of a new class of Class B stock, which have no economic rights (voting only) and 2 million units in the newly-formed subsidiary, HNRA Upstream, which are exchangeable for 2 million shares of the company’s newly-created Class A stock.
At deal announcement in January, original terms called for a purchase price of $100 million in cash (of which $15 million could be in a promissory note), plus $20 million in stock.
With offices in Dallas, TX and Hobbs, NM, Pogo’s management comprises industry experts with operational experience at both major oil and gas companies and smaller, entrepreneurial ventures, according to the company website.
The cash required at closing can now be reduced by $15 million payable through a promissory note and up to another $20 million through issuance of preferred units in the combined company, which will convert into shares of the proposed new Class B stock in 2 years, at a conversion rate based on the company’s stock price at the time. Within one year thereafter, the Class B stock may be converted into Class A stock. At a minimum, the SPAC must pay Pogo $33 million in cash at closing.
In addition, in connection with the reduction of the purchase price due at closing, Pogo transferred a 10% overriding royalty interest in oil, gas and minerals in, under and produced from each lease of Target (the “ORR Interest”) to an affiliate that will not be purchased by the Company. Then, in connection with the A&R MIPA, the Company will be granted a 12-month option to purchase the ORR Interest for $30 million.
HNR signed a commitment letter with First International Bank & Trust for a senior secured term loan of $28 million to fund a portion of the purchase price. Read more.
