The Reporting Persons (as defined below) previously filed
a Schedule 13D with the Securities and Exchange
Commission (the “SEC”) on November 19, 2019. This Amendment
No. 2 to Schedule 13D amends Items 4, 6 and 7 of the Schedule
13D filed by Charles S. Leykum, CSL Energy Opportunity GP I, LLC,
CSL Energy Opportunity GP II, LL, Ranger Energy Holdings, LLC,
Torrent Energy Holdings, LLC, Ranger Energy Holdings II, LLC,
Torrent Energy Holdings II, LLC, CSL Energy Holdings I, LLC, CSL
Energy Holdings II, LLC, CSL Energy Opportunities Fund I, L.P. and
CSL Energy Opportunities Fund II, L.P. with the Securities and
Exchange Commission on November 19, 2019 and amended on March
16, 2020 (the “Schedule 13D”).
Except as set forth below and as to give effect to the changes in
ownership amounts reflected above, all Items of the Schedule 13D
remain unchanged. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the
Schedule 13D.
Item 4. |
Security and Issuer
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Item 4 of the Schedule 13D is hereby amended and supplemented by
deleting the four paragraphs thereof and replacing it with the
following:
On the evening of March 12, 2020, CSL and Bayou delivered a
non-binding offer (the
“Offer Letter”) to the Issuer to acquire all of the issued and
outstanding publicly held shares of Class A Common Stock of
the Issuer that are not directly owned by CSL, Bayou and certain
other holders in exchange for $6.00 in cash for each such share of
Class A Common Stock. The Issuer subsequently formed a special
committee (the “Special Committee”) of the board of directors of
the Issuer for the purpose of, among other things, considering the
proposals set forth in the Offer Letter.
On May 11, 2020, CSL and Bayou delivered a letter to the Special
Committee stating that they were withdrawing the non-binding
proposal set forth in the Offer Letter with immediate effect. The
full text of the May 11, 2020 letter is attached hereto as Exhibit
8.
Except as may be required by law, CSL does not intend to disclose
developments with respect to the foregoing unless and until the
Issuer’s board of directors, CSL and Bayou have approved a specific
transaction, if any, and CSL, Bayou and the Issuer have then
entered into a definitive agreement to effect such transaction. The
foregoing is not intended to limit the matters previously disclosed
in Item 4 of this Schedule 13D.
Each Reporting Person reserves the right to change its intention
with respect to any or all of the matters required to be disclosed
in this Item 4.
Item 6. |
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
|
The information provided or incorporated by reference in Item 4 is
hereby incorporated herein by reference.
Item 7. |
Material to be Filed as Exhibits
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Item 7 is hereby amended by adding the following exhibit:
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Exhibit 8 |
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Letter to the Special Committee, dated May 11,
2020 |
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