UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13
OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: February 4, 2016
DATE OF EARLIEST EVENT REPORTED: January
29, 2016
001-35922
(Commission file number)
PEDEVCO CORP.
(Exact name of registrant as specified
in its charter)
|
Texas |
22-3755993 |
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(State or other jurisdiction of
incorporation or organization) |
(IRS Employer Identification
No.) |
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4125 Blackhawk Plaza Circle, Suite
201
Danville, California 94506
(Address
of principal executive offices)
(855) 733-2685
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On January 29,
2016, PEDEVCO Corp. (the “Company”), entered into a Letter Agreement (the “Letter Agreement”)
with Senior Health Insurance Company of Pennsylvania (“SHIP”) (as successor-in-interest to BRe BCLIC Primary),
BRe BCLIC Sub, BRe WINIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub, HEARTLAND Bank, and RJ Credit LLC (“RJC”)
(collectively, the “Lenders”), and BAM Administrative Services LLC (the “Agent”), as agent
for the Lenders. The Lenders are parties to that certain Note Purchase Agreement, dated March 7, 2014 (as amended and modified
to date, the “NPA”), by and among the Company, the Lenders and the Agent, pursuant to which the Company issued
Senior Secured Promissory Notes to each of the Lenders (collectively, the “Senior Notes”), and RJC is also a
party to that certain Note and Security Agreement, dated April 10, 2014, as amended on February 23, 2015, issued by the Company
to RJ Credit LLC (the “RJC Junior Note,” and together with the Senior Notes, the “Notes”).
The Letter Agreement
extends by one (1) month, through February 29, 2016, the deferral of the payment of interest and principal due under the Notes
(the “Deferral Extension”), which payments were originally delayed for a period of six (6) months from August
1, 2015 through January 31, 2016 pursuant to those certain Letter Agreements entered into with the Lenders on August 28, 2015 (the
“Original Deferral Agreements”), as more fully described in the Company’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange on September 1, 2015. The purpose of the Deferral Extension is to provide the Company with
the financial resources and runaway it believes it needs to fully-focus upon and consummate the merger with GOM Holdings, LLC (“GOM”)
as contemplated by that certain Agreement and Plan of Merger and Reorganization, dated December 29, 2015, entered into by the Company
and GOM (the “GOM Agreement”), which merger the Company is targeting to close no later than February 29, 2016.
The closing of the transactions contemplated by the GOM Agreement is subject to various closing conditions, described in greater
detail in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 30,
2015, and no assurance can be made that the transactions contemplated by the GOM Agreement will be completed.
Specifically,
pursuant to the Letter Agreement, (i) all Lenders agreed to further defer until the maturity date of their Senior Notes the mandatory
principal payments that would otherwise be due and payable by the Company to them on payment dates occurring through February 29,
2016, (ii) HEARTLAND Bank agreed to change the next scheduled semi-annual interest payment due from February 1, 2016 to March 1,
2016 (with interest due and payable thereafter on a semi-annual basis) and to change the next mandatory principal repayment due
date to September 3, 2016, and the Company agreed to place an amount equal to 1/6th of the semi-annual principal and
interest payments due into a sinking fund which the Company shall pay to HEARTLAND Bank every six months when due and owing, and
(iii) SHIP, BRe BCLIC Sub, BRe WINIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub, and RJC agreed to (a) defer until the maturity date
of their Senior Notes and the RJC Junior Note all of the interest payments that would otherwise be due and payable by the Company
to them in February 2016; (b) return the interest rate under each of their Senior Notes to 15% per annum (compared to 17% annum
pursuant to the Original Deferral Agreements), and the interest rate under the RJC Junior Note to 12% cash pay per annum, effective
January 31, 2016; and (c) delay the issuance of any “Subsequent Warrants” (as defined in the Original Deferral Agreements)
issuable pursuant thereto to within 30 days of March 1, 2016, subject to NYSE MKT additional listing approval.
In addition,
on the Monday of each week commencing on February 1, 2016 and thereafter, the Company agreed to deliver to the Agent: (a) an accounts
receivable and accounts payable listing as of the close of business of the preceding week; (b) collection reports for the preceding
week; (c) a compliance report with respect to the Budget which includes a comparison of all categories in the Budget with actual
levels of expenditures and revenues generated for the preceding week together with an explanation of all variances from the Budget;
and (d) a listing of all the Company’s and its subsidiaries’ (collectively, the “PEDEVCO Group Companies”)
checks outstanding as of the end of the preceding week. For purposes of the Letter Agreement, the term, “Budget” means
the PEDEVCO Group Companies’ budget for the ten (10) week period covered thereby in a form and substance satisfactory to
the Agent, as such Budget may be modified, from time to time so long as such modifications have been agreed to by the Company and
the Lenders in their reasonable discretion. Furthermore, the Company agreed that at no time shall the PEDEVCO Group Companies’
disbursements exceed by more than 5% those amounts set forth in the Budget, and the Company agreed further to provide to the Agent
a copy of (i) any selling memoranda (and any other similar marketing materials) for or relating to the sale of all or any equity
or asset of any PEDEVCO Group Company (such sale, a “PEDEVCO Sale”), (ii) any loan memoranda (and any other
similar marketing materials) for or relating to the borrowing of money by any PEDEVCO Group Company (such borrowing transaction,
an “Additional PEDEVCO Loan”) or (iii) any executed letter of intent, purchase agreement, merger agreement or
similar agreement relating to any PEDEVCO Sale or Additional PEDEVCO Loan, in each case within two (2) business days after (x)
in the case of preceding clause (i) or (ii), the final preparation thereof or (y) in the case of preceding clause (iii), execution
thereof by the parties thereto.
The foregoing
description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter
Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
Exhibit No. |
|
Description |
10.1* |
|
Letter Agreement, dated January 29, 2016, by and among PEDEVCO Corp., BAM Administrative Services LLC, Senior Health Insurance Company of Pennsylvania, BRE BCLIC Sub, BRE WNIC 2013 LTC Primary, BRE WNIC 2013 LTC Sub, HEARTLAND Bank, and RJ Credit LLC |
* Filed herewith.
Important Information
In connection
with the proposed business combination between PEDEVCO Corp. (“PEDEVCO”) and GOM Holdings, LLC (“GOM”),
PEDEVCO currently intends to file a proxy statement with the SEC to seek approval for the Shareholder Approval defined and described
in the GOM Agreement. This communication is not a substitute for any proxy statement or other document PEDEVCO may file with the
SEC in connection with the Shareholder Approval. Prospective investors are urged to read the proxy statement when filed as it will
contain important information. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of PEDEVCO.
Prospective investors may obtain free copies of the proxy statement, when filed, as well as other filings containing information
about PEDEVCO, without charge, at the SEC’s website (www.sec.gov). Copies of PEDEVCO’s SEC filings may also be obtained
from PEDEVCO without charge at PEDEVCO’s website (www.pacificenergydevelopment.com) or by directing a request to PEDEVCO
at (855) 733-3826.
Participants in Solicitation
PEDEVCO and
its directors and executive officers and other members of management and employees are potential participants in the solicitation
of proxies in respect of the Shareholder Approval. Information regarding PEDEVCO’s directors and executive officers is available
in PEDEVCO’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 31, 2015 and PEDEVCO
Corp.’s definitive proxy statement on Schedule 14A, filed with the SEC on August 25, 2015. Additional information regarding
the interests of such potential participants will be included in the proxy statement to be filed with the SEC by PEDEVCO in connection
with the Shareholder Approval and in other relevant documents filed by PEDEVCO with the SEC. These documents can be obtained
free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and
a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement
and other relevant materials to be filed with the SEC when they become available.
Forward-Looking Statements
Certain statements
in this communication regarding the proposed transaction between PEDEVCO and GOM are “forward-looking” statements.
The words “anticipate,” “believe,” “ensure,” “expect,”
“if,” “intend,” “estimate,” “probable,” “project,”
“forecasts,” “predict,” “outlook,” “aim,” “will,”
“could,” “should,” “would,” “potential,” “may,”
“might,” “anticipate,” “likely” “plan,” “positioned,”
“strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements.
These forward-looking statements, which are subject to risks, uncertainties and assumptions about PEDEVCO and GOM, may include
projections of their respective future financial performance, their respective anticipated growth strategies and anticipated trends
in their respective businesses. These statements are only predictions based on current expectations and projections about future
events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially
from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including
the risk factors set forth in PEDEVCO’s most recent reports on Form 10-K, Form 10-Q and other documents on file with the
SEC and the factors given below:
| · | termination of the proposed combination by either party subject to
the terms of the Agreement and Plan of Merger and Reorganization; |
| · | failure to obtain the approval of members of GOM in connection with
the proposed transaction or the approval of the shareholders of PEDEVCO for the Shareholder Approval; |
| · | the failure to consummate or delay in consummating the proposed transaction
for other reasons; |
| · | the timing to consummate the proposed transaction; |
| · | the risk that a condition to closing of the proposed transaction
may not be satisfied; |
| · | the risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated; |
| · | PEDEVCO’s ability to achieve the synergies and value creation
contemplated by the proposed transaction; |
| · | the ability of PEDEVCO to effectively integrate GOM’s operations;
and |
| · | the diversion of management time on transaction-related issues. |
PEDEVCO’s
forward-looking statements are based on assumptions that PEDEVCO believes to be reasonable but that may not prove to be accurate.
PEDEVCO cannot guarantee future results, level of activity, performance or achievements. Moreover, PEDEVCO does not assume responsibility
for the accuracy and completeness of any of these forward-looking statements. PEDEVCO assumes no obligation to update or revise
any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers
are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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PEDEVCO CORP. |
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Date: February 4, 2016 |
By: |
/s/ Frank C.
Ingriselli |
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Frank C. Ingriselli |
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Chairman and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit
No. |
Description |
10.1* |
Letter Agreement, dated January 29, 2016, by and among PEDEVCO Corp., BAM Administrative Services LLC, Senior Health Insurance Company of Pennsylvania, BRE BCLIC Sub, BRE WNIC 2013 LTC Primary, BRE WNIC 2013 LTC Sub, HEARTLAND Bank, and RJ Credit LLC |
* Filed herewith.
Pedevco Corp. 8-K
Exhibit 10.1
January 29, 2016
BAM Administrative Services LLC
1370 Avenue of the Americas, 32nd Floor
New York, New York 10019
Attention: Dhruv Narain
RJ Credit LLC
250 West 55th Street, 14th Floor
New York, New York 10019
Attention: David Steinberg
HEARTLAND Bank
One Information Way, Suite 300
Little Rock, AR 72202
Attn: Mark Hoffpauir
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
Attention: Eliezer M. Helfgott, Esq.
Dear Messrs. Narain, Steinberg and Hoffpauir:
Reference is made
to that certain Note Purchase Agreement, dated March 7, 2014 (the “NPA”), by and among BRe BCLIC Primary, BRe
BCLIC Sub (“BCLIC Sub”), BRe WNIC 2013 LTC Primary (“WNIC Primary”), BRe WNIC 2013 LTC Sub
(“WNIC Sub”), Heartland Bank (“Heartland”) and RJ Credit LLC (“RJC”) (collectively,
the “Purchasers”), BAM Administrative Services LLC, as agent for the Investors (the “Agent”),
and PEDEVCO Corp. (the “Company” and, together with each of the Company’s Subsidiaries, the “Pedevco
Group Companies” and each, a “Pedevco Group Company”), pursuant to which the Company issued Senior
Secured Promissory Notes to each of the Investors (collectively, but excluding the Heartland Note as defined below, the “Notes”).
On March 19, 2015, BRe WNIC 2013 LTC Primary transferred a portion of its Note to Heartland and the Company reissued a replacement
note to Heartland (the “Heartland Note”). On April 1, 2015, BRe BCLIC Primary transferred the entirety of its
Note to Senior Health Insurance Company of Pennsylvania (“SHIP” and, collectively with the Purchasers and Heartland,
the “Investors” and, together with the Agent, the “Creditor Parties” and each, a “Creditor
Party”). Reference is also made to that certain Note and Security Agreement, dated April 10, 2014, as amended on February
23, 2015, issued by the Company to RJC (the “RJC Junior Note”). To the extent not defined herein, capitalized
terms shall have the meaning ascribed to them in the NPA.
Consent and Agreement
Page 2
The Company has
requested certain interest and principal deferrals from the Investors and the Investors are willing to grant such requests on the
terms and conditions set forth herein. The Company and the Investors hereby agree to amend the terms of (i) that certain Consent
and Agreement, dated August 28, 2015, entered into by the Company and each of BCLIC Sub, WNIC Primary, WNIC Sub, SHIP and RJC (collectively,
the “Original Investors”) (the “Original Investors August 2015 Consent and Agreement”),
and (ii) that certain Consent and Agreement, dated August 28,2015, entered into by the Company and Heartland (the “Heartland
August 2015 Consent and Agreement,” and together with the Original Investors August 2015 Consent and Agreement, the “August
2015 Consent and Agreements”), as follows:
Original Investors August 2015
Consent and Agreement
The Original Investors
hereby agree as follows (defined terms shall have the meaning ascribed to them in the Original Investors August 2015 Consent and
Agreement):
| a. | Each of the (i) “Original Investor’s Interest Deferral,”
the (ii) “Original Investor’s Principal Repayment Deferral,” and the (iii) “RJC Junior Note Interest Deferral”
shall be extended for an additional one (1) month period through February 29, 2016, and the “Waiver Period” shall be
similarly extended for an additional one (1) month period through January 31, 2016; |
| b. | 17/17ths of the interest payments due to the Original
Investors otherwise due and payable by the Company to the Original Investors under the Notes on February 1, 2016 shall be deferred
until the Maturity Date, with no cash interest payments due to the Original Investors in February 2016; |
| c. | On January 31, 2016, the interest rate under each of the Notes shall
return to 15% per annum, and the interest rate under the RJC Junior Note shall return to 12% cash pay per annum; and |
| d. | To the extent issuable under the Original Investors August 2015 Consent
and Agreement, any Subsequent Warrants issuable to the Investors shall be issued within 30 days of March 1, 2016, subject to NYSE
MKT additional listing approval. |
For avoidance of
doubt, nothing under this “Original Investors August 2015 Consent and Agreement” section shall amend or otherwise
modify the terms and conditions of the Heartland Note, which the Original Investors agree and acknowledge is being modified separately
under “Heartland August 2015 Consent and Agreement” below. Except as modified hereunder, the terms of the Notes,
as amended to date, shall remain in full force and effect.
Heartland August 2015 Consent
and Agreement
Heartland hereby
agrees as follows (defined terms shall have the meaning ascribed to them in the Heartland August 2015 Consent and Agreement”):
| a. | The “Mandatory Principal Repayment Waiver” shall be extended
one (1) additional month through March 1, 2016, with the next mandatory principal repayments due and payable on the Heartland Note
due and payable by the Company on the third Business Day of September 2016 for the period of March 1, 2016 through August 31, 2016,
with mandatory principal repayments accruing thereafter due and payable every six (6) months; |
| b. | Interest due and payable by the Company for the seven (7) month period
commencing August 1, 2015 shall be due and payable by the Company on March 1, 2016, with interest accruing thereafter due and payable
every six (6) months; and |
| c. | The requirement that the Company pace an amount equal to 1/6th
of the semi-annual principal and interest payments due under the Heartland Note into a sinking fund shall begin on April 1, 2016.
|
For avoidance of
doubt, nothing under this “Heartland August 2015 Consent and Agreement” section shall amend or otherwise modify
the terms and conditions of the Notes held by the Original Investors, which Heartland agrees and acknowledges are being modified
separately under “Original Investors August 2015 Consent and Agreement” above. Except as modified hereunder,
the terms of the Heartland Note, as amended to date, shall remain in full force and effect.
Consent and Agreement
Page 3
Additional Agreements
| a.
| Additional Reporting. On the Monday of each week
commencing on February 1, 2016 and thereafter, Pedevco Group Companies shall deliver to Agent: (a) an accounts receivable
and accounts payable listing as of the close of business of the preceding week; (b) collection reports for the preceding
week; (c) a compliance report with respect to the Budget (as defined below) which includes a comparison of all categories
in the Budget with actual levels of expenditures and revenues generated for the preceding week together with an explanation
of all variances from the Budget; and (d) a listing of all the Pedevco Group Companies’ checks outstanding as
of end of the preceding week. For purposes hereof, the term, “Budget” shall mean the Pedevco Group Companies’
budget for the ten (10) week period covered thereby to be delivered to Agent within 3 business days of the date hereof
in form and substance satisfactory to Agent as such budget may be modified, from time to time so long as such modifications
have been agreed to by the Company and the Creditor Parties in their reasonable discretion. |
| b. | Company Disbursements. At no time shall the Pedevco Group
Company’s disbursements exceed by more than 5% those amounts set forth on the Budget. |
| c. | Acquisition and Transactional Matters. The Pedevco Group Companies
shall provide to Agent a copy of (i) any selling memoranda (and any other similar marketing materials) for or relating to the sale
of all or any equity or asset of any Pedevco Group Company (and such sale, a “Pedevco Sale”), (ii) any loan memoranda
(and any other similar marketing materials) for or relating to the borrowing of money by any Pedevco Group Company (and such borrowing
transaction, an “Additional Pedevco Loan”) or (iii) any executed letter of intent, purchase agreement, merger
agreement or similar agreement relating to any Pedevco Sale or Additional Pedevco Loan, in each case within two (2) Business Days
after (x) in the case of preceding clause (i) or (ii), the final preparation thereof or (y) in the case of preceding clause (iii),
execution thereof by the parties thereto. Nothing herein shall be deemed to in any way waive the Pedevco Group Companies’
obligations set forth herein and in the Transaction Documents as relating to Creditor Party consent requirements. |
Miscellaneous
The Investors
hereby consent and agree that none of the amendments and modifications, or performance by the Company in accordance therewith,
made hereunder, shall give rise to a breach or an event of default under the NPA, the Notes, the Heartland Note, the RJC Junior
Note, or any other Transaction Documents, or otherwise trigger any right to prepayment under the NPA, the Notes, the Heartland
Note, the RJC Junior Note, or any of the other Transaction Documents. This letter agreement shall be deemed to be a Transaction
Document and any breach by any Pedevco Group Company of any “Additional Agreements” as described above
shall be deemed to constitute a breach of a Transaction Document. Except as expressly described herein, nothing contained herein
shall (a) limit in any manner whatsoever the Company’s obligation to comply with, and each Investors’ right to insist
on the Company’s compliance with, each and every term of each Note, the Heartland Note, the RJC Junior Note, the NPA and
each other Transaction Document, or (b) constitute a waiver of any event of default or any right or remedy available to any Investor,
or of the Company’s or any other person’s obligation to pay and perform all of its obligations, in each case whether
arising under the Notes, the Heartland Note, the NPA, the RJC Junior Note, or any other Transaction Document, applicable law and/or
in equity, all of which rights and remedies howsoever arising are hereby expressly reserved, are not waived and may be exercised
by Investors at any time, and none of which obligations are waived.
The Company
hereby represents and warrants to the Agent and each of the Investors that on the date hereof and after giving effect to this Consent
and Agreement, (i) each of the representations and warranties of the Company and the Subsidiaries in the NPA and the other Transaction
Documents are and shall be true and correct in all material respects, except for representations and warranties that speak as of
a particular date, which shall be true and correct in all material respects as of such date and (ii) no Default or Event of Default
has occurred and is continuing or will occur as a result of the consummation of this Consent and Agreement.
Company hereby
further confirms and agrees, on behalf of itself and each of its direct and indirect subsidiaries, that all security interests
and liens granted to Agent and Investors pursuant to the Transaction Documents continue in full force and effect and shall continue
to secure the Obligations (as defined in the Security Agreement), including all liabilities and obligations (primary, secondary,
direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or
owing, under the Notes, the Heartland Note, the RJC Junior Note and any other instruments, agreements or other documents executed
and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary,
direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or
not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from
Investors as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended
or modified from time to time.
Consent and Agreement
Page 4
Subject in each
case to any other prior and still effective intercreditor agreements among the Investors that relate to payment priority, each
of the Investors hereby further agrees that on and after the occurrence of an Event of Default and/or in connection with the distribution
of proceeds from the sale or transfer of all or substantially all of the assets or equity of the Company, all accrued and unpaid
interest deferred by any Investor pursuant to the Interest Deferral shall be repaid in full prior to repayment of any other indebtedness
of the Company held by any other Investor.
[Signature Pages Follow]
Consent and Agreement
Page 5
Except as specifically set forth
herein, all terms and conditions of the NPA, the Notes, the RJC Junior Note, the Heartland Note, and other Transaction Documents
shall remain in full force and effect.
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Regards, |
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/s/ Clark R. Moore |
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Clark R. Moore |
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Executive Vice President and General Counsel |
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PEDEVCO Corp. |
Consented and Agreed: |
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BAM ADMINISTRATIVE SERVICES LLC |
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By: |
/s/ Scott Taylor |
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Name: |
Scott Taylor |
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Title: |
Authorized Signatory |
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Date: |
January 29, 2016 |
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SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA |
By: |
B Asset Manager, LP, its investment manager |
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By: |
/s/ Scott Taylor |
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Name: |
Scott Taylor |
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Title: |
President |
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Date: |
January 29, 2016 |
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BRE BCLIC SUB |
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By: |
/s/ David B. Young |
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Name: |
David B. Young |
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Title: |
Vice President |
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Date: |
January 29, 2016 |
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BRE WNIC 2013 LTC PRIMARY |
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By: |
/s/ David B. Young |
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Name: |
David B. Young |
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Title: |
Vice President |
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Date: |
January 29, 2016 |
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Consent and Agreement
Page 6
BRE WNIC 2013 LTC SUB |
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By: |
/s/ David B. Young |
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Name: |
David B. Young |
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Title: |
Vice President |
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Date: |
January 29, 2016 |
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RJ CREDIT LLC |
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By: |
/s/ David Steinberg |
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Name: |
David Steinberg |
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Title: |
Authorized Signatory |
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Date: |
January 29, 2016 |
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HEARTLAND BANK |
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By: |
/s/ Phil Thomas |
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Name: |
Phil Thomas |
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Title: |
EVP/CLO |
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Date: |
January 29, 2016 |
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