Attached files
Exhibit 99.2
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NEWS
RELEASE
YUMA ENERGY, INC. ANNOUNCES COMPLETION OF MERGER WITH DAVIS
PETROLEUM ACQUISITION CORP. AND ENTRY INTO NEW CREDIT
FACILITY
HOUSTON,
TEXAS – October 26, 2016 – Yuma Energy, Inc. (NYSE MKT:
YUMA) (“Yuma”) and privately held Davis Petroleum
Acquisition Corp. (“Davis”) jointly announced today
that the Davis / Yuma merger was consummated on October 26, 2016 in
an all-stock transaction, with Davis becoming a wholly-owned
subsidiary of Yuma. Both Yuma and Davis stockholders approved the
transaction at special meetings of their respective stockholders on
October 26th. The combined
company will be led by Sam L. Banks, Yuma’s President and
Chief Executive Officer.
As part
of the transaction and as previously announced, Yuma reincorporated
from California into Delaware, converted each share of its existing
Series A Preferred Stock into 35 shares of common stock and
implemented a 1-for-20 reverse split of its common stock. Yuma and
Davis then completed their merger, under which Yuma issued
additional shares of common stock resulting in approximately 61.1%
of Yuma’s now outstanding common stock being owned by the
former Davis stockholders. Also, in the merger, Yuma issued
approximately 1.75 million shares of a new Series D Preferred Stock
to former Davis preferred stockholders, which has a conversion
price of approximately $11.074 per share, with a liquidation
preference of approximately $19.4 million. The Series D Preferred
Stock will be paid dividends in the form of additional shares of
Series D Preferred Stock at a rate of 7% per annum. The merger is
being treated as a tax-deferred reorganization under Section 368(a)
of the Internal Revenue Code.
The
Company also announced its newly constituted board of directors
consisting of Richard K. Stoneburner (non-executive Chairman), Sam
L. Banks, James W. Christmas, Frank A. Lodzinski, and new directors
Stuart E. Davies, Neeraj Mital and J. Christopher
Teets.
Yuma’s
President and Chief Executive Officer, Sam L. Banks, said,
“We are pleased to have completed the Davis merger and are
excited about the future of the combined companies. The combination
creates a company with significantly improved cash flows and
production with a multiyear inventory of growth opportunities. Our
experience in the oil and gas business, combined with our Board of
Directors’ knowledge, positions us to achieve significant
growth in stockholder value.”
Computershare,
the Company’s transfer agent, will mail letters of
transmittal to all Yuma and Davis stockholders of record with
instructions on how to deliver their stock certificates in
connection with Yuma’s reincorporation into Delaware and the
Davis merger in order to obtain new certificates. Yuma and Davis
stockholders should not surrender their stock certificates until
they have completed the letter of transmittal.
Northland
Capital Markets, Euro Pacific Capital and ROTH Capital Partners,
LLC acted as financial advisors to Yuma in the transaction. Jones
& Keller, P.C., Denver, Colorado, was legal counsel to Yuma in
the transaction. Porter Hedges LLP, Houston, Texas, was legal
counsel to Davis in the transaction.
Credit Agreement
In
connection with the Davis merger, on October 26, 2016, Yuma entered
into a Credit Agreement providing for a $75.0 million 3-year
revolving credit facility (the “Credit Agreement”) with
SG Americas Securities, LLC (“SG Americas”) as Lead
Arranger and Bookrunner, Société Générale S.A.
(“Société Générale”) as
Administrative Agent and the lenders party thereto. The Credit
Agreement replaces Yuma’s existing credit agreement. The
initial borrowing base of the credit facility is $44.0 million, and
is subject to redetermination as of January 1, 2017 as well as
April 1st
and October 1st of each year. All
of the obligations under the Credit Agreement, and the guarantee of
those obligations, are secured by substantially all of the assets
of Yuma and customary financial covenants have been
made.
About Yuma Energy, Inc.
Yuma
Energy, Inc. is an independent Houston-based exploration and
production company focused on acquiring, developing and exploring
for conventional and unconventional oil and natural gas resources,
primarily in the U.S. Gulf Coast and California. Yuma has employed
a 3-D seismic-based strategy to build a multi-year inventory of
development and exploration prospects. Yuma's operations are
currently focused on onshore properties located in central and
southern Louisiana, where it is targeting the Austin Chalk,
Tuscaloosa, Wilcox, Frio, Marg Tex and Hackberry formations. Its
recently acquired company-operated properties in the Davis
transaction are conventional fields located onshore in south
Louisiana and the upper Texas Gulf Coast, and the newly acquired
non-operated properties include Eagle Ford and Eaglebine properties
in east Texas. In addition, Yuma has a non-operated position in the
Bakken Shale in North Dakota and operated positions in Kern and
Santa Barbara Counties in California. Yuma's common stock is traded
on the NYSE MKT under the trading symbol "YUMA." For more
information about Yuma Energy, Inc., please visit Yuma's website
at www.yumaenergyinc.com.
Forward-Looking Statements
This
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Statements that are not
strictly historical statements constitute forward-looking
statements and may often, but not always, be identified by the use
of such words such as "expects," "believes," "intends,"
"anticipates," "plans," "estimates," "potential," "possible," or
"probable" or statements that certain actions, events or results
"may," "will," "should," or "could" be taken, occur or be achieved.
The forward-looking statements include statements about future
operations, estimates of reserve and production volumes, and the
anticipated timing for closing the proposed merger. Forward-looking
statements are based on current expectations and assumptions and
analyses made by Yuma in light of experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors appropriate under the
circumstances. However, whether actual results and developments
will conform with expectations is subject to a number of risks and
uncertainties, including but not limited to: problems may arise in
the integration of the operations of Yuma and Davis; the risks of
exploration and production segment of the oil and gas industry (for
example, operational risks in exploring for, developing and
producing crude oil and natural gas); risks and uncertainties
involving geology of oil and gas deposits; the uncertainty of
reserve estimates; revisions to reserve estimates as a result of
changes in commodity prices; the uncertainty of estimates and
projections relating to future production, costs and expenses;
potential delays or changes in plans with respect to exploration or
development projects or capital expenditures; health, safety and
environmental risks and risks related to weather; declines in oil
and gas prices; inability of management to execute its plans to
meet its goals, shortages of drilling equipment, oil field
personnel and services; unavailability of gathering systems,
pipelines and processing facilities; and the possibility that
government policies may change. Yuma's annual report on Form 10-K/A
for the year ended December 31, 2015, quarterly reports on Form
10-Q, recent current reports on Form 8-K, and other Securities and
Exchange Commission ("SEC") filings discuss some of the important
risk factors identified that may affect Yuma’s business,
results of operations, and financial condition. Yuma undertakes no
obligation to revise or update publicly any forward-looking
statements, except as required by law.
For
more information, please contact:
James
J. Jacobs
Treasurer
and Chief Financial Officer
Yuma
Energy, Inc.
1177
West Loop South, Suite 1825
Houston,
Texas 77027
Telephone:
(713) 968-7000