Sec Form 13D Filing - Yorktown Energy Partners XI L.P. filing for Riley Exploration Permian Inc. (REPX) - 2021-03-08

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CUSIP No. 76665T 102

(1)

On February 26, 2021, Riley Exploration Permian, Inc., formerly Tengasco, Inc. (the “Issuer”) completed a business combination pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020, by and among the Issuer, Antman Sub, LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of the Issuer (“Merger Sub”), and Riley Exploration – Permian, LLC (“REP”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, by and among the Issuer, Merger Sub and REP (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into REP, with REP continuing as the surviving entity in the merger and a wholly-owned subsidiary of the Issuer (the “Merger”). In connection with the Merger, the Issuer issued shares of the Issuer’s common stock, $0.001 par value per share (the “Common Stock”), to REP’s unitholders, including the Reporting Persons (as defined in Item 2 below), at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split as defined below) in exchange for each common unit of REP held by REP’s unitholders as of the effective time of the Merger (the “Effective Time”). The source of funds for the REP units held by the Reporting Persons prior to the Merger was provided by the Reporting Persons’ limited partners.

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CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN XI COMPANY LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,784,113 (2)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,784,113 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,784,113 (2) (3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.0% (4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN XI ASSOCIATES LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,784,113 (2)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,784,113 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,784,113 (2) (3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.0% (4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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Registration Rights Agreement

Prior to the closing of the Merger, Yorktown XI entered into a second amended and restated registration rights agreement (the “Registration Rights Agreement”) with Riley Exploration Group, LLC, REP, Bluescape Riley Exploration Holdings LLC (“Bluescape”), Boomer Petroleum, LLC (“Boomer”), Bobby Riley, Kevin Riley and Corey Riley. The Registration Rights Agreement provides for customary rights for these parties to demand that REP (or certain successors by merger, which would include the Issuer) file a resale shelf registration statement and certain piggyback rights with respect to registrable securities held by such parties (which registrable securities would include the Common Stock received pursuant to the Merger). Pursuant to the terms of the Registration Rights Agreement, 16,238,131 shares of the Issuer’s Common Stock are registrable under the Registration Rights Agreement following the closing of the Merger. In addition, the Registration Rights Agreement grants these parties customary rights to participate in certain underwritten offerings of the Issuer’s Common Stock that the Issuer may conduct.

Subject to certain limitations described below, REP has agreed no later than 60 days following the Merger to prepare and file a registration statement registering the offer and sale of their registrable securities. Subject to certain limitations in the Registration Rights Agreement, parties to the Registration Rights Agreement holding more than 15% of the then-currently registrable securities under the Registration Rights Agreement can require REP to participate in a firm underwritten resale of the securities; provided that the combined company will not be obligated to participate in more than two such underwritten resales per year.

Subject to certain exceptions, if at any time the combined company proposes to register an offering of equity securities or conduct an underwritten offering, whether or not for its own account, then the combined company must notify the equity holders party to the Registration Rights Agreement of such proposal to allow them to include a specified number of their registrable securities in that registration statement or underwritten offering, as applicable.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and the combined company’s right to suspend use of a prospectus under a registration statement under certain circumstances, including if the combined company is pursuing a bona fide material acquisition, merger, reorganization, disposition or other similar transaction and the combined company’s board of managers determines in good faith that the combined company’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the registration statement (and such disclosure is then-required therein by applicable law, rule or regulation to permit offers and sales thereunder), the combined company has experienced some other material non-public event the disclosure of which in the registration statement at such time, in the good faith judgment of the combined company’s board, would materially and adversely affect the combined company (and such disclosure therein is then-required by applicable law, rule or regulation to permit offers and sales thereunder), or the combined company’s board shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to file a post-effective amendment to such registration statement to reflect certain updated information of the type described in the Registration Rights Agreement. The Registration Rights Agreement provides certain time limitations on how long such delays may be implemented. The combined company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective.

In connection with the closing of the Merger, the stockholder’s of the Issuer approved the First Amended and Restated Certificate of Incorporation of the Issuer (the “Charter”). Pursuant to the terms of the Charter, prior to the first date on which investment funds sponsored or managed by Yorktown Partners LLC (“Yorktown”), Boomer and Bluescape (or their affiliated investment funds, including, without limitation, the Reporting Persons) no longer individually or collectively beneficially own (or otherwise have the right to vote or direct the vote of) more than 50% of the outstanding shares of Issuer’s Common Stock (the “Trigger Date”), the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Issuer entitled to vote thereon, voting together as a single class and acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Charter and the Bylaws, shall be required to amend, alter or repeal any provision of the Charter. On and after the Trigger Date, the affirmative vote of the holders of at least 66 2/3% in voting power of the outstanding shares of stock of the Issuer entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of the Charter; provided, however, that the amendment, alteration or repeal of Section 4 of the Charter shall only require the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Issuer entitled to vote thereon, voting together as a single class.

Second Amended and Restated Bylaws of Riley Exploration Permian, Inc.

In connection with the closing of the Merger, the stockholder’s of the Issuer approved the Second Amended and Restated Bylaws of the Issuer (the “Bylaws”). Pursuant to the terms of the Bylaws, the Issuer’s stockholders shall also, in addition to the Issuer’s board of directors, have the power to adopt, amend or repeal the Bylaws without any requirement to obtain separate board of directors approval; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Issuer required by law or by the Charter, the Bylaws may be adopted, altered, amended or repealed by the stockholders of the Issuer only (A) prior to the Trigger Date, by the affirmative vote of holders of not less than 50% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, or (B) on and after the Trigger Date, by the affirmative vote of holders of not less than 66 2/3% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class.

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