Sec Form 13D Filing - Riley Exploration Group LLC filing for Riley Exploration Permian Inc. (REPX) - 2024-04-10

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 Riley Exploration Group, LLC (“REXG”), at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the 1-for-12 reverse stock split of the Issuer’s Common Stock, effective February 26, 2021 (the “Reverse Stock Split”) 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 REXG prior to the Merger was provided by its members.

Based on 21,415,032 shares of Common Stock of the Issuer issued and outstanding as of April 8, 2024.

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time. Yorktown Energy Partners VIII, L.P. (“Yorktown VIII”) elected to participate in that certain Offer to Exchange (the “Offer to Exchange”) whereby REXG redeemed its membership units held by Yorktown VIII in exchange for 1,075,254 shares of Common Stock (the “Exchange”).

These securities are directly held by Yorktown VIII.

Based on 21,415,032 shares of Common Stock of the Issuer issued and outstanding as of April 8, 2024.

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

These securities are held directly by Yorktown VIII.  Yorktown VIII Company LP is the sole general partner of Yorktown VIII.  As a result, Yorktown VIII Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Stock owned by Yorktown VIII.  Yorktown VIII Company LP disclaims beneficial ownership of the securities owned by Yorktown VIII in excess of its pecuniary interests therein.

Based on 21,415,032 shares of Common Stock of the Issuer issued and outstanding as of April 8, 2024.

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

These securities are directly held by Yorktown VIII.  Yorktown VIII Company LP is the sole general partner of Yorktown VIII, and Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP.  As a result, Yorktown VIII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Stock owned by Yorktown VIII.  The managers of Yorktown VIII Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence.  Yorktown VIII Company LP and Yorktown VIII Associates LLC disclaim beneficial ownership of the securities owned by Yorktown VIII in excess of their pecuniary interests therein.

Based on 21,415,032 shares of Common Stock of the Issuer issued and outstanding as of April 8, 2024.

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

These securities are directly held by REXG.  Pursuant to the terms of the Amended and Restated Limited Liability Agreement of REXG (“REXG LLC Agreement”), Yorktown Energy Partners IX, L.P. (“Yorktown IX”) and Yorktown Energy Partners X, L.P.  (“Yorktown X”) (collectively, “Yorktown”), have the ability to elect a majority of the Board of Managers of REXG.   Yorktown IX disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

Based on 21,415,032 shares of Common Stock of the Issuer issued and outstanding as of April 8, 2024.

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.  REXG and Yorktown X are parties to the Note, whereby REXG promises to pay to Yorktown X a principal sum plus interest.  Interest accrues at a rate of fifteen percent (15.00%) per annum.  There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice.  REXG can prepay the Note at any time.  Pursuant to the terms of the Note, the Note is exchangeable for Common Stock of the Issuer.  On July 28, 2021, Yorktown X elected to exchange the Note for 390,860 shares of Common Stock.

These securities are held directly by Yorktown X.  Yorktown X Company LP is the sole general partner of Yorktown X, and Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP.  As a result, Yorktown X Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Stock owned by Yorktown X.  The managers of Yorktown X Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence.  Yorktown X, Yorktown X Company LP and Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by Yorktown X in excess of their pec uniary interests therein.  The managers of Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by Yorktown X.

These securities are directly held by REXG.  Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG.  Yorktown X Company LP is the sole general partner of Yorktown X, and Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP.  As a result, Yorktown X Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown X.  The managers of Yorktown X Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence.  Yorktown X, Yorktown X Company LP and Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein.  The managers of Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by REXG.

Based on 21,415,032 shares of Common Stock of the Issuer issued and outstanding as of April 8, 2024.

Interest in Securities of the Issuer.

Yorktown VIII, Yorktown VIII Co, and Yorktown VIII Associates beneficially own 575,254 shares of Common Stock of the Issuer, representing 2.7% of the outstanding Common Stock of the Issuer. REXG beneficially owns 1,965,219 shares of Common Stock of the Issuer, representing 9.2% of the outstanding Common Stock of the Issuer. Each of Yorktown IX, Yorktown IX Co and Yorktown IX Associates beneficially owns an aggregate of 2,255,201 shares of Common Stock of the Issuer, representing 10.53% of the outstanding Common Stock of the Issuer. Yorktown X, Yorktown X Co, and Yorktown X Associates beneficially own 2,646,061 shares of Common Stock of the Issuer, representing 12.35% of the outstanding Common Stock of the Issuer.  Each Reporting Person disclaims beneficial ownership of the reported Common Stock except to the extent of such Reporting Person’s pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose.

REXG directly owns 1,965,219 shares of Common Stock of the Issuer. Yorktown X directly owns 390,860 shares of Common Stock of the Issuer.  Yorktown IX and Yorktown X (collectively, “Yorktown”) collectively own a majority interest in REXG.  Pursuant to the terms of the Amended and Restated Limited Liability Agreement of REXG (“REXG LLC Agreement”), Yorktown has the ability to elect a majority of the Board of Managers of REXG.  Because Yorktown IX Associates is the sole general partner of Yorktown IX Co, the sole general partner of Yorktown IX, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown IX.  Yorktown IX, Yorktown IX Co and Yorktown IX Associates disclaim beneficial ownership of the shares owned by REXG except to the extent of their pecuniary interest therein.  Because Yorktown X Associates is the sole general partner of Yorktown X Co, the sole general partner of Yorktown X, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown X. Yorktown X, Yorktown X Co and Yorktown Associates disclaim beneficial ownership of the shares owned by REXG except to the extent of their pecuniary interest therein and Yorktown X Co and Yorktown X Associates disclaim beneficial ownership of the shares owned by Yorktown X except to the extent of their pecuniary interest therein.

Except as set forth below, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

Except as otherwise described herein, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported on this Schedule 13D.

Not applicable.

Material to Be Filed as Exhibits.