Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENTS

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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2018
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS

Pivotal Acquisition
On July 17, 2018, the Company entered into two Purchase and Sale Agreements (the “Pivotal Purchase Agreements”) with affiliates of Pivotal Petroleum Partners, namely Pivotal Williston Basin, LP and Pivotal Williston Basin II, LP, pursuant to which the Company agreed to acquire, effective as of June 1, 2018, certain oil and gas properties and interests, subject to typical closing conditions. Upon closings under their respective Purchase Agreement, Pivotal Williston Basin, LP will receive initial consideration of $15.75 million and 5,930,100 shares of common stock and Pivotal Williston Basin II, LP will receive initial consideration of $52.65 million and 19,823,478 shares of common stock. In each case, the cash portion of the initial consideration is subject to adjustment resulting from pre- and post- effective date revenue and expense allocation and procedures relating to customary title and environmental matters.
The obligations of the parties to complete the transactions contemplated by each Pivotal Purchase Agreement is subject to the satisfaction or waiver of customary closing conditions set forth in the Pivotal Purchase Agreements.
Under the Pivotal Purchase Agreements, the Company has agreed to issue an aggregate of 25,753,578 shares of common stock at closing and may in the future issue up to a maximum of 16,046,421 additional shares of its common stock. The additional shares would be issued only if the Company elects to use shares of its common stock to satisfy certain monthly payment obligations that may arise based on the average daily volume weighted average price of a share of the Company’s common stock as measured against specified reference prices for 12 of the 13 calendar months following closing.
W Resources Acquisition
On July 27, 2018, the Company entered into a Purchase and Sale Agreement (the “WR Purchase Agreement”) with WR Operating LLC (“Seller”), pursuant to which the Company has agreed to acquire, effective as of July 1, 2018, certain oil and gas properties and interests. Upon closing under the WR Purchase Agreement, Seller will receive initial consideration of $100.0 million in cash and 56,371,899 shares of common stock. The cash portion of the initial consideration is subject to adjustment resulting from pre- and post-effective date revenue and expense allocation and procedures relating to customary title and environmental matters.
The obligations of the parties to complete the transactions contemplated by the WR Purchase Agreement are subject to the satisfaction or waiver of customary closing conditions set forth in the WR Purchase Agreement.
Under the WR Purchase Agreement, the Company has agreed to issue 56,371,899 shares of common stock at closing and may in the future issue up to a maximum of 2,669,937 additional shares of its common stock, representing a total number of shares not to exceed 19.9% of the number of shares of common stock issued and outstanding as of July 27, 2018. The additional shares would be issued only if the Company elects to use shares of its common stock to satisfy certain monthly payment obligations that may arise based on the average daily volume weighted average price of a share of the Company’s common stock as measured against specified reference prices for 12 of the 13 calendar months following closing. To the extent such monthly payment obligations arise and exceed the value of the maximum number of additional shares, the Company would be required to satisfy such obligations in cash.