Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on October 21, 2020, Tengasco, Inc. ("Tengasco"),
Antman Sub, LLC, a newly-formed Delaware limited liability company and
wholly-owned subsidiary of Tengasco ("Merger Sub"), and Riley Exploration -
Permian, LLC, a Delaware limited liability company ("Riley"), entered into an
Agreement and Plan of Merger pursuant to which Merger Sub will be merged with
and into Riley, with Riley surviving that merger as a wholly-owned subsidiary of
Tengasco (the "Merger").
On January 20, 2021, Tengasco, Merger Sub, and Riley entered into Amendment No.
1 to Agreement and Plan of Merger (the "Amendment"). Pursuant to the Amendment,
at the closing of the Merger, the number of directors (a) designated by Riley to
the combined company's board is being reduced from three directors to two
directors, who shall be Bobby D. Riley and Bryan H. Lawrence, and (b) that shall
be independent director nominees is being increased from one to two.
The foregoing description of the Amendment is only a summary and does not
purport to be complete and is qualified by reference to the full text of the
Amendment, which is filed as Exhibit 2.1 hereto and incorporated by reference
herein.
Item 9.01 Financial statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Amendment No. 1 to Agreement and Plan of Merger, by and among
Tengasco, Inc., Antman Sub, LLC, and Riley Exploration - Permian, LLC,
dated as of January 20, 2021.
No Offer or Solicitation
Communications in this document 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.
Additional Information for Stockholders
In connection with the proposed transaction, Tengasco has filed materials with
the Securities and Exchange Commission ("SEC"), including a Registration
Statement on Form S-4 (the "Registration Statement") that includes a preliminary
proxy statement/prospectus. The information in the preliminary proxy
statement/prospectus is not complete and may be changed. After the Registration
Statement is declared effective by the SEC, Tengasco intends to mail a
definitive proxy statement/prospectus to the stockholders of Tengasco. This
communication is not a substitute for the definitive proxy statement/prospectus
or the Registration Statement or for any other document that Tengasco may file
with the SEC and send to Tengasco's stockholder in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF TENGASCO ARE URGED TO CAREFULLY
AND THOROUGHLY READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND OTHER RELEVANT DOCUMENTS FILED BY TENGASCO WITH THE SEC, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TENGASCO, RILEY,
THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
--------------------------------------------------------------------------------
Investors are able to obtain free copies of the Registration Statement and proxy
statement/prospectus, as each may be amended from time to time, and other
relevant documents filed by Tengasco with the SEC (when they become available)
through the website maintained by the SEC at www.sec.gov. Copies of documents
filed with the SEC by Tengasco will be available free of charge from Tengasco's
website at www.tengasco.com under the "Investor" tab.
Participants in the Proxy Solicitation
Tengasco, Riley and their respective directors, managers and certain of their
officers and other members of management and employees may be deemed, under SEC
rules, to be participants in the solicitation of proxies from Tengasco's
stockholders in connection with the proposed transaction. Information regarding
the officers and directors of Tengasco is included in its definitive proxy
statement for its 2020 annual meeting filed with the SEC on October 30, 2020.
Additional information regarding such persons, as well as information regarding
Riley's directors, managers and officers and other persons who may be deemed
participants in the proposed transaction, is set forth in the Registration
Statement and the preliminary proxy statement/prospectus and will be set forth
in other materials when they are filed with the SEC in connection with the
proposed transaction. Free copies of these documents may be obtained as
described in the paragraphs above.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this communication concerning the proposed transaction are
"forward-looking" statements based on assumptions currently believed to be
valid. Forward-looking statements are all statements other than statements of
historical facts. The words "anticipate," "believe," "ensure," "expect," "if,"
"intend," "estimate," "probable," "project," "forecasts," "predict," "outlook,"
"aim," "will," "could," "should," "would," "potential," "may," "might,"
"anticipate," "likely" "plan," "positioned," "strategy," and similar expressions
or other words of similar meaning, and the negatives thereof, are intended to
identify forward-looking statements. 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.
These forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those anticipated,
including, but not limited to, the possibility that stockholders of Tengasco may
not approve the issuance of new shares of Tengasco common stock in the
transaction or other proposals that are a condition to the transaction or that
the stockholders of Tengasco and the members of Riley may not approve the merger
agreement; the risk that a condition to closing of the proposed transaction may
not be satisfied, that either party may terminate the merger agreement or that
the closing of the proposed transaction might be delayed or not occur at all;
potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the
transaction; the diversion of management time on transaction-related issues; the
ultimate timing, outcome and results of integrating the operations of Tengasco
and Riley; the effects of the business combination of Tengasco and Riley,
including the combined company's future financial condition, results of
operations, strategy and plans; changes in capital markets and the ability of
the combined company to finance operations in the manner expected; the fact that
any dividend payments will be at the discretion of the combined company's Board
of Directors and may be subject to legal, contractual or other restrictions; the
effects of commodity prices; the risks of oil and gas activities; and the fact
that operating costs and business disruption may be greater than expected
following the public announcement or consummation of the proposed transaction.
Expectations regarding business outlook, including changes in revenue, pricing,
capital expenditures, cash flow generation, strategies for our operations, oil
and natural gas market conditions, legal, economic and regulatory conditions,
and environmental matters are only forecasts regarding these matters.
--------------------------------------------------------------------------------
Additional factors that could cause results to differ materially from those
described above can be found in Tengasco's Annual Report on Form 10-K for the
year ended December 31, 2019 and in its subsequently filed Quarterly Reports on
Form 10-Q, each of which is on file with the SEC and available from Tengasco's
website at www.tengasco.com under the "Investor" tab, and in other documents
Tengasco files with the SEC.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Tengasco does not assume any
obligation to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue reliance on
such statements.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses