Subsequent Events | Note 14. Subsequent Events Transformational Recapitalization The Partnership announced on June 5, 2020, that we had completed strategic recapitalization transactions (the “Recapitalization Transactions”), resulting in significant changes to our capital structure and governance to strengthen our balance sheet, create alignment across all unitholders, reduce costs and streamline operations , thereby creating immediate and sustainable value for all unitholders. As part of the Recapitalization Transactions, the holders of all of the Partnership’s Preferred Units, led by Goff Capital, Inc., (“Goff Capital”) converted their Preferred Units to common units at an average conversion price of $3.12/unit. In addition, the equity holders of the general partner contributed the ownership of the general partner to the Partnership in exchange for common units. In connection with these Recapitalization Transactions, the limited partnership agreement of the Partnership has been amended, the directors of the general partner have resigned, and a new Board has been elected by written consent of affiliates of Goff Capital that now hold a majority of the outstanding common units. Following these transactions, the Partnership had 14,311,522 common units outstanding. The Recapitalization Transactions closed on June 4, 2020. For a more detailed description of the Recapitalization Transactions, please refer to our Current Report on Form 8-K filed on June 10, 2020. Election of New Board Members and Departure of Board Members On June 5, 2020, the Partnership announced that Mr. Robert Boulware, Mr. Travis Goff and Mr. Fred Reynolds were elected to the Board. On June 10, 2020, the Partnership announced that the Board, acting by unanimous written consent, adopted resolutions on June 8, 2020, that expanded the size of the Board from three to four and appointed Mr. Caperton White to serve as the fourth member of the Board. Mr. Robert Boulware served as President and CEO of ING Funds Distributor, LLC. Mr. Boulware’s experience also includes executive and management positions with WESAV Financial, Bank of America and Western Savings. Since 2008, he has served on the Brighthouse Funds Trustee Board as Chairman of the Investment Committee and as a member of the Nominating and Governance and Audit Committees. He has also served since 2013 as Board Trustee for the Vertical Capital Fund, where he is the Lead Independent Director and a member of the Audit Committee and Nominating and Governance Committee. Since 2014, Mr. Boulware has served as Board Trustee with the Sharespost 100 Fund, where he is currently Chairman of the Board, as well as Chairman of the Audit Committee and Nominating and Governance Committee. He also has served on the Board of Gainsco Auto Insurance since 2005 as Director, Chairman of the Audit Committee and member of the Compensation Committee. Mr. Boulware received his BSBA from Northern Arizona University at Flagstaff, Arizona. Mr. Travis Goff is President of Goff Capital, a Fort Worth, Texas-based family office. Goff Capital is the family office of John Goff, which directly invests in public securities as well as private equity in a variety of industries. Mr. Goff manages all existing and potential private and public investments for Goff Capital. Mr. Goff is a graduate of the University of Texas at Austin and began his career at Morgan Stanley in New York, working in both the investment banking and principal investing platforms. He currently serves as a Board Member of several companies in the oil and gas, manufacturing and media and entertainment industries. Mr. Fred N. Reynolds is the principal owner of Fred S. Reynolds & Associates, a petroleum engineering consulting firm located in Fort Worth, Texas. Mr. Reynolds graduated in 1979 with a Bachelor of Science in Petroleum Engineering from the University of Oklahoma. Following graduation, Mr. Reynolds worked for Chevron U.S.A. and Equity Oil Company as a drilling and completion engineer and Engineering Manager, before joining his father and forming the petroleum engineering consulting firm of Fred S. Reynolds & Associates in 1983. Mr. Caperton White is President of Holly Oak Minerals Management, which manages over 40,000 gross mineral acres. Mr. White, a licensed Certified Public Accountant, previously worked at KPMG. He has significant transactional and restructuring experience. Mr. White received a Bachelor of Business Administration in Finance and a Master of Science in Accounting from the Cox School of Business at Southern Methodist University. Departing Board members include Mr. Charles R. “Randy” Olmstead, Mr. Fred Ball Jr., Mr. John (“J.W.”) Brown, Mr. Peter A. Leidel and Mr. Cameron Smith, who resigned in connection with the Recapitalization Transactions. Mr. Wilkie S. Colyer, Jr., the President and CEO of Contango Oil & Gas Company (“Contango”), the parent of the new operator of the Partnership’s properties, also resigned from the Board, as announced on June 5, 2020. Resignation of Senior Executive Management The Partnership announced the resignations of Mr. Randy Olmstead, Chief Executive Officer, and Mr. Jeffrey R. Olmstead, former Chief Executive Officer and President (prior to serving on a sabbatical), from their positions as officers of the general partner on June 10, 2020. In connection with the Recapitalization Transactions, the Participation and Restrictive Covenant Agreements with Mr. Randy Olmstead and Mr. Jeffrey R. Olmstead under the Change in Control Severance Plan were terminated, and none of the parties’ rights or obligations thereunder survive termination. Any outstanding phantom units, restricted units or other awards granted to either executive under our Long-Term Incentive Plan were immediately vested and non-forfeitable as of termination. Amendment 15 to Credit Agreement and Borrowing Base Determination Amendment 15 to the credit agreement was effective as of June 1, 2020. This amendment to the credit agreement, among other changes: • decreased the borrowing base from $95.0 million to $64.0 million and established a monthly repayment schedule beginning June 1, 2020, through November 1, 2020, for the $11.0 million borrowing base deficiency; • permitted the Recapitalization Transactions; • introduced anti-cash hoarding provisions and restrictive covenants on capital and general and administrative spending; • provided for all loans to bear payment-in-kind interest, capitalized on a quarterly basis; • excluded certain assumed liabilities from the Current Ratio calculation for the quarters ending June 30, 2020, September 30, 2020, and December 31, 2020; and • required the Partnership’s Leverage Ratio of Consolidated Funded Indebtedness to Consolidated EBITDAX not to exceed: o 5.75 to 1.00 for the quarter ending June 30, 2020, o 5.00 to 1.00 for the quarter ending September 30, 2020, o 4.50 to 1.00 for the quarter ending December 31, 2020, and o 4.25 to 1.00 for the quarter ending March 31, 2021, and thereafter. Appointment of Contango Resources, Inc. as Operator for the Partnership The Partnership has entered into a Management Services Agreement (“MSA”) with Contango Resources, Inc. (“Contango Resources”) effective as of July 1, 2020. Under the MSA, Contango Resources will provide management and administrative services and serve as operator of the Partnership’s assets for a flat fee arrangement of $4.0 million annually, plus a maximum $2.0 million termination fee, which is expected to generate pro forma annual cash savings of approximately $6.5 million compared with 2019. Contango will also receive warrants to acquire common units of the Partnership within ten business days of July 1, 2020, further aligning it with equity holders. Delay of Filing On May 12, 2020, we filed a Current Report on Form 8-K giving notice that the Partnership intended to delay the filing of our Quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2020. The Partnership relied on the SEC order (SEC Release 34-88465), to delay the filing of our Quarterly Report. Reverse Stock Split On April 9, 2020, the previously approved 1-for-20 reverse unit split on the Partnership’s common units became effective after market close. The unaudited condensed consolidated financial statements were adjusted for the reverse stock split. |