Each one in plain English, with the numbers worked through for a shareholder.
11 Jan 2022dividend declaration▲ Good
On January 11, 2022 the board approved another quarterly dividend of $0.025 per common share, payable February 25, 2022 to holders of record on February 1, 2022. It is the same amount as the October 2021 dividend.
HighPeak filed unaudited pro forma statements of operations for 2019 and 2020, showing results as if the August 2020 merger had happened on January 1, 2019. It adds historical-style financial information for the merger; the figures are in an exhibit not shown here, and the filing describes no new event.
On October 20, 2021 HighPeak signed an underwriting agreement with Roth Capital Partners for the common stock offering announced in August, with a 30-day option for up to 330,000 more shares. Net proceeds are about $20.7 million, expected to close October 25, 2021, for general corporate purposes that may include accelerating drilling and development and funding bolt-on acquisitions. This completes the August offering thread; the option grant of 330,000 shares is smaller than the 750,000 floated in August. The filing does not state the final share count or price.
On October 1, 2021 the Second Amendment to the Fifth Third credit agreement raised the borrowing base from $125 million to $195 million and the elected commitments from $125 million to $195 million, following a semi-annual redetermination. This continues the growth in the facility from $40 million in December 2020 and $125 million in June 2021. The filing does not say how much is drawn.
On September 23, 2021 the board approved a quarterly dividend of $0.025 per common share, payable October 25, 2021 to holders of record on October 15, 2021. This is the first dividend described in the filings so far.
On August 16, 2021 HighPeak announced the launch of an underwritten public offering of 5,000,000 new common shares, with a 30-day option for underwriters to buy up to 750,000 more. For shareholders, new shares mean dilution. Pricing and use of proceeds were not in this filing.
On June 23, 2021 the First Amendment to the Fifth Third credit agreement raised the borrowing base from $40 million to $125 million and the elected commitments from $20 million to $125 million. That means more borrowing room under the December 2020 facility. The filing does not say whether any of it has been drawn. A press release the same day covered financial and operating updates and expected Russell 2000/3000 index inclusion, but its figures are not in this filing.
On December 17, 2020 HighPeak signed a senior secured revolving credit agreement with Fifth Third Bank as agent, maturing in three and a half years. The borrowing base is $40.0 million and elected commitments are $20.0 million, with nothing drawn at closing and about $20.0 million available. It is secured by a first lien on substantially all assets and carries leverage and current-ratio covenants. This is the company's first bank debt facility since the merger.
On October 1, 2020 the audit committee dismissed WithumSmith+Brown, the auditor since the company's October 2019 inception, and hired Weaver and Tidwell, L.L.P. Weaver had previously audited HPK Energy, LP (the predecessor business), HighPeak I and HighPeak II. The filing says there were no disagreements or reportable events with Withum; its May 2020 report was not adverse, apart from a going-concern note tied to Pure's deadline to complete a deal by August 21, 2020.
The merger with Pure Acquisition Corp. closed on August 21, 2020, making HighPeak Energy the listed company (Nasdaq: HPK, warrants HPKEW). Pure Class A holders who stayed in received one HighPeak share, $0.62 in cash, one CVR and one warrant per share. HPK Energy, LP's owners contributed their interests for 76,383,054 shares, the sponsor loans were cancelled, and 8,976,875 shares, warrants and CVRs went to forward purchase investors. After closing there were 91,592,354 shares, 10,538,188 warrants and 10,209,300 CVRs outstanding. Only 1,232,425 shares went to Pure Class A holders, so very few public holders took the deal rather than redeeming (inference from those figures). This resolves the long-running merger and sponsor-loan threads.
Amendment No. 6 keeps the same registered amounts as Amendment No. 5 (49,976,358 securities in total, 5,811,000 forward purchase shares). It restructures the prospectus into merger consideration (up to 26,005,983 shares, 5,341,517 warrants and 5,012,629 CVRs) and a separate resale section for the forward purchase investors. No new deal terms appear in the text provided, and the deal is still pending.
Amendment No. 5 enlarges the forward purchase part of the deal from 5,000,000 to 5,811,000 shares, with matching CVRs and warrants, under an Amended and Restated Forward Purchase Agreement dated July 24, 2020. Total registered securities rise to 49,976,358 and CVR settlement shares to 23,000,212. It also adds a resale prospectus for the forward purchase investors, who can sell up to 23,970,375 shares. This is more potential dilution and the deal is still pending.
Amendment No. 4 to the merger registration statement now registers about 46.6 million securities in total, up from the roughly 10.0 million in the prior amendment. The increase includes 5,000,000 shares (plus matching CVRs and warrants) tied to an amended Forward Purchase Agreement, and the settlement shares for the CVRs rise to 21,276,837. The 10,012,629 merger shares are unchanged and the Pure vote date is still blank. This adds possible dilution for existing holders and the deal is still not effective.
Amendment No. 3 amends the May 4, 2020 agreement so Pure Class A holders would also get a Public CVR (contingent value right) for each new share. It is meant to top up to a 10% simple annual return, with a $4.00 per-share floor, measured two to 30 months after closing. The registration now covers about 10.0 million shares, up to 10,651,837 shares for CVR settlement and 328,888 warrants, far fewer than the first filing, which fits the shrunken public holder base though the filing excerpt does not state why. This adds possible future dilution for existing shareholders.
Amendment No. 2 restates the deal under a new Business Combination Agreement dated May 4, 2020. The Grenadier contribution agreement no longer appears among the proposals in the text provided, which changes the earlier structure (this is read from the proposals listed, not a stated termination). Sponsor deposits into the trust have reached $8,516,396, with a further $200,000 a month planned from May 21 to August 21, 2020, and the redemption price would be about $10.52 per share. The planned listing moves from the NYSE to Nasdaq as HPK, with no listing for the warrants. A fourth warrant tender offer at $1.00 per public warrant runs to July 31, 2020.
Amendment No. 1 to the merger registration statement keeps the same deal structure, including the Grenadier asset contribution, and adds updated trust-account figures. The Pure sponsor has deposited $3,742,794 as of December 31, 2019 to extend the deadline, and the trust held about $392.0 million, which implies a redemption price of about $10.37 per share. It also mentions a warrant tender offer launched December 4, 2019 and a plan to list on the NYSE as HPK. The deal is still pending and unapproved.
HighPeak Energy, Inc. filed its first registration statement to complete a merger with Pure Acquisition Corp., a listed shell company. Under the November 27, 2019 agreements, each Pure share converts into one HighPeak Energy share, and the HighPeak Energy partnerships (HighPeak I, II and III) contribute their interests in HPK Energy, LP for HighPeak Energy stock. A separate agreement has Grenadier Energy Partners II contribute its assets for cash, shares and warrants. Up to 47,396,000 shares and 30,980,000 warrants are registered, and Pure's public holders can choose to redeem for cash instead.