Carbon Natural Gas Company (OTCPK:CRBO) entered into a membership purchase agreement to acquire remaining 73.5% stake in Carbon Appalachian Company, LLC from Old Ironsides Energy Fund II-A, LP and Old Ironsides Energy Fund II-B, LP both managed by Old Ironsides Energy, LLC for $57 million on May 4, 2018. Net proceeds from the offerings will be used to purchase 73.5% interests from Oldironsides. The consideration is subject to adjustments. Pursuant to terms of the agreement, Carbon Natural will acquire all of the remaining class A units of Carbon Appalachian, not already owned by Carbon Natural. Additionally, Carbon Natural already owns all the class B and class C units of Carbon Appalachian and upon completion, Carbon Appalachian will become a wholly-owned subsidiary of Carbon Natural. The transaction is subject to customary closing conditions including obtaining financing. The transaction may be terminated if not consummated by September 1, 2018. As of October 19, 2018, Carbon Natural entered into an amendment whereby the date after which either Carbon or the sellers may exercise certain termination rights is extended from October 15, 2018 to November 6, 2018. As of On November 6, 2018, Carbon Natural entered into an amendment whereby the date after which either Carbon or the sellers may exercise certain termination rights is extended from November 6, 2018 to November 30, 2018. As of On November 30, 2018, Carbon Natural entered into an amendment whereby the date after which either Carbon or the sellers may exercise certain termination rights is extended from November 30, 2018 to December 31, 2018. Caroline Blitzer Phillips, Mingda Zhao, Patrick Whelan, Justin Lee, Todd Way, Brian Russell, Tzvi Werzberger, Guy Gribov and Joe Higdon of Visnon & Elkins acted as legal advisor to Old Ironside Energy, LLC.