Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
Pursuant to the Purchase Agreement, subject to the terms and conditions set
forth therein, the aggregate consideration to be paid to the Sellers by the
Purchaser in connection with the Contemplated Transactions will be (i) an
aggregate base cash amount equal to
The Purchaser will have 45 days following the execution of the Purchase Agreement to conduct title diligence and notify the Sellers of any title defects. In the event any title defects, subject to certain limitations set forth in the Purchase Agreement, are not waived by the Purchaser or cured by the Sellers, the Purchaser will elect to either (i) reject the assets and reduce the base cash purchase price by the allocated values thereof or (ii) permit the affected assets to remain with the applicable entity but provide an indemnity of the Purchaser and the applicable entity against all liability resulting from such title defect.
The Purchase Agreement includes customary representations and warranties and covenants, including, among others, a covenant that the Sellers will operate and maintain the assets to be acquired by the Purchaser in the ordinary course of business and consistent with past practice during the interim period between the execution of the Purchase Agreement and the consummation of the Contemplated Transactions. Subject to certain exceptions set forth in the Purchase Agreement, the Company has agreed not to, directly or indirectly, solicit competing acquisition proposals or to participate in discussions or negotiations concerning, or provide non-public information in connection with, any unsolicited alternative business combinations.
The Purchase Agreement also includes customary closing conditions, including,
among others, (i) that certain adjustments to the base cash purchase price,
including adjustments based on uncured title and environmental defects, do not
exceed 15% of the unadjusted base cash purchase price, (ii) the absence of any
law, injunction or other proceeding prohibiting the consummation of the
Contemplated Transactions, (iii) the mailing to the Company's stockholders of an
information statement to be filed by the Company on Schedule 14C at least 20
days prior to closing and (iv) with respect to the Purchaser, the absence of a
material adverse effect with respect to
1
Pursuant to the Purchase Agreement, upon closing, the Sellers will assume and
discharge all liabilities relating to, among other things, the following: (i)
the ownership of the membership interests of
Following the closing, the Sellers, jointly and severally, will, subject to the
limitations and conditions set forth in the Purchase Agreement, indemnify the
Purchaser and its affiliates, including
Following the closing, the Purchaser,
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
Cautionary Statement Regarding Forward-Looking Statements
This report may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the Contemplated Transactions, the Company's plans, objectives, expectations and intentions, the expected timing of completion of the Contemplated Transactions, and other statements that are not historical facts. All statements, other than historical facts included in this report, are forward-looking statements. The forward-looking statements contained herein include statements related to the Contemplated Transactions as described above. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties, many of which are beyond the control of the Company, including the risk that the Contemplated Transactions are not consummated at all. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: the possibility that the Contemplated Transactions do not close when expected or at all because conditions to the closing are not satisfied on a timely basis or at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Contemplated Transactions; uncertainties as to the timing of the Contemplated Transactions; competitive responses to the Contemplated Transactions; the possibility that the Contemplated Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and diversion of management's attention from ongoing business operations and opportunities.
All forward-looking statements speak only as of the date of this report. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
The Company's ability to consummate the Contemplated Transactions and its
business may be influenced by many factors that are difficult to predict,
involve uncertainties that may materially affect actual results and are often
beyond the control of the Company. These factors include, but are not limited
to, failure of closing conditions and changes to business plans, as
circumstances warrant. For a full discussion of these risks and uncertainties
and other factors, please refer to the Company's Annual Report on Form 10-K for
the fiscal year ended
3
Important Information About the Contemplated Transactions
In connection with the Contemplated Transactions, the Company will prepare an
information statement to be filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Membership Interest Purchase Agreement, dated as ofApril 7, 2020 , by and amongCarbon Energy Corporation ,Nytis Exploration (USA) Inc. ,Diversified Gas & Oil Corporation ,Nytis Exploration Company LLC ,Carbon Appalachian Company, LLC , and the other entities party thereto.
* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K.
such omitted schedule to the
4
© Edgar Online, source