M&A - RING ENERGY, INC.
Form Type: 424B5
Filing Date: 2025-05-06
Corporate Action: Acquisition
Type: Update
Accession Number: 000162828025022693
Filing Summary: Ring Energy, Inc. is offering up to 6,452,879 shares of common stock for resale by identified selling stockholders as part of an arrangement related to the acquisition of certain interests in oil and gas leases termed the Lime Rock Acquisition. This acquisition closed on March 31, 2025, with a combined purchase price of approximately $68.6 million, including cash and shares of common stock. The stockholders involved in the resale of the shares are Lime Rock Resources IV-A, L.P. and Lime Rock Resources IV-C, L.P., with no proceeds going to Ring Energy from these sales. The documentation emphasizes the risks of investing in their securities, disclosing that no dividends have been paid in the last five years and future dividends are unlikely. It also discusses their trading symbol on NYSE American and relevant details about the risk factors associated with the investment. The registration rights agreement allows the selling stockholders to register their shares for public sale.
Additional details:
Registration Rights Agreement Date: 2025-03-31
Purchase Price: $68.6 million
Closing Cash Consideration: $68.6 million
Number Of Shares Offered: 6,452,879
Last Reported Stock Price: $0.93
Trading Symbol: REI
Form Type: 8-K
Filing Date: 2025-04-04
Corporate Action: Acquisition
Type: New
Accession Number: 000162828025016778
Filing Summary: On March 31, 2025, Ring Energy, Inc. completed the acquisition of interests in oil and gas leases and related properties from Lime Rock Resources IV-A, L.P. and Lime Rock Resources IV-C, L.P. The transaction was executed as part of a Purchase and Sale Agreement dated February 25, 2025, with a total cash consideration of approximately $68.6 million at closing, contingent on customary adjustments and an additional $10 million due by December 31, 2025. Furthermore, the company issued 6,452,879 shares of its common stock as part of the arrangement. An escrow account was established with $5.0 million of the cash consideration to cover indemnity obligations. The company also entered into a Registration Rights Agreement to allow for the public resale of the shares. A press release was issued on April 1, 2025, announcing the completion of the acquisition, detailing forward-looking statements about the expected benefits from this transaction.
Additional details:
Purchase Price: 68.6 million
Cash Consideration: 68.6 million
Additional Payment Due: 10 million by December 31, 2025
Shares Issued: 6452879
Escrow Amount: 5 million
Form Type: 8-K
Filing Date: 2025-02-28
Corporate Action: Acquisition
Type: New
Accession Number: 000162828025009049
Filing Summary: On February 25, 2025, Ring Energy, Inc. entered into a Purchase and Sale Agreement with Lime Rock Resources IV-A, L.P. and Lime Rock Resources IV-C, L.P. for the acquisition of interests in oil and gas leases and related properties located in Andrews County, Texas. The acquisition, valued at $90 million, involves $80 million in cash at closing and $10 million payable nine months later, along with the issuance of 7,388,799 shares of common stock. A $5 million cash deposit was placed in escrow as part of the agreement. Closing is expected by the end of the first quarter of 2025, contingent on customary conditions, including materiality standards and necessary regulatory approvals. The Purchase Agreement also entails customary representations and warranties and includes provisions for the registration of the Stock Consideration.
Additional details:
Purchase Price: 90 million
Cash Consideration: 80 million
Stock Consideration: 7,388,799 shares
Deposit Amount: 5 million
Expected Closing Date: first quarter of 2025
Termination Date: April 30, 2025
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