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Pure Acquisition Announces Business Combination Merger Consideration

07/07/2020

Pure Acquisition, an oil and gas exploration and production focused special purpose acquisition entity, has amended its business combination agreement with, among others, HighPeak Energy and certain affiliates of HighPeak Energy Partners, LP (the “HighPeak Funds”) to enhance the return for those Pure stockholders who participate in the business combination.

As merger consideration, each Pure stockholder who participates in the business combination will receive:

  • One share of HighPeak Energy common stock
  • A cash payment equal to the amount, if any, by which the per-share redemption value of Pure’s Class A common stock exceeds $10.00 per share at the closing of the business combination and which is estimated to be approximately $0.60 per share
  • One public contingent value right (“Public CVR”) at the closing of the business combination in exchange for each share of Pure Class A common stock which provides holders with a 10% per annum preferred simple return including downside protection to $4.00 per share (See below for more information). 

Jack Hightower, HighPeak Energy’s Chairman and CEO commented, 
“Due to the current volatile energy and equity markets, we created the contingent value right to reduce Pure stockholders’ risk and incentivize them to participate in the business combination. Management of the HighPeak Funds believes so strongly in the upside potential of the asset base that it is contributing its entire oil and gas asset base in exchange for HighPeak Energy shares with no cash consideration plus it is willing to put 2.125 of the shares received at the closing into escrow for every CVR issued to secure the preferred return and downside protection for every Pure stockholder or private investor who participates in the business combination.”

Mr. Hightower continued, 
“HighPeak Energy has the potential to generate substantial cash flow growth from its 51,000 net acre position in the oil-rich Howard County area of the Midland Basin. We believe our assets provide for one of the best domestic onshore U.S. opportunities due to the high oil production content and industry leading full-cycle margins of our wells.”

KeyFacts Energy: Acquisitions & Mergers news 

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