United States securities and exchange commission logo
December 9, 2020
Michael J. Rugen
Chief Executive Officer and Chief Financial Officer
Tengasco, Inc.
8000 E. Maplewood Avenue, Suite 130
Greenwood Village, CO 80111
Re: Tengasco, Inc.
Registration
Statement on Form S-4
Filed November 12,
2020
File No. 333-250019
Dear Mr. Rugen:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed November 12, 2020
Questions and Answers About the Merger
Q: What is required to consummate the merger?, page 7
1. Please revise or add a
new question and answer to disclose the ownership interests of the
current directors and
officers of Tengasco, Inc.
Reasons for the Merger, page 12
2. We note your disclosure
in the fifth bullet point that the combined company expects to
pay a quarterly cash
dividend. Please provide context for this statement and balance this
disclosure by
clarifying that any determination to pay dividends will be at the discretion of
the board of directors
and will be dependent on a number of factors further described on
page 28. We note your
disclosure on page 28 that the combined company will not have a
Michael J. Rugen
FirstName LastNameMichael J. Rugen
Tengasco, Inc.
Comapany9,
December NameTengasco,
2020 Inc.
December
Page 2 9, 2020 Page 2
FirstName LastName
legal obligation to pay dividends at any rate or at all, and there is
no guarantee that it will
declare or pay quarterly cash dividends to its common stockholders.
Summary Pro Forma Combined Oil, Natural Gas and NGLS Reserve and Production
Data, page
27
3. We note that the line items in the tabulations on page 27 for REP s
historical proved and
proved developed natural gas reserves and natural gas production as of
September 30,
2019 and the six months ended June 30, 2020 are identified as gas
equivalent amounts,
implying that natural gas and natural gas liquids are both reflected
in the measures, i.e.,
using MMcfe. However, since you provide separate disclosure of the
natural gas liquids
reserves and the natural gas liquids production for each period, and
considering the
disclosures on page F-73, it appears you should revise the natural gas
reserves and
production line items on page 27 to indicate MMcf rather than MMcfe.
4. Expand your disclosures to explain whether the historical production
figures shown on
page 27 for the six months ended June 30, 2020 represent the actual
amounts produced for
the interim period, an average of amounts produced over a longer or
different interval of
time, or are projected amounts derived from the reserve forecasts as
of December 31,
2019 for TGC and September 30, 2019 for REP.
Risk factors
The combined company s bylaws will provide that the Court of Chancery of the
State of
Delaware will be the exclusive forum for substantially, page 73
5. Please revise your risk factor to clarify that the post-merger TGC
by-laws will provide
that unless TGC consents in writing to the selection of an alternative
forum, the federal
district courts of the United States of America shall, to the fullest
extent permitted by law,
be the sole and exclusive forum for any actions arising under the
Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended.
The Merger
Background of the Merger, page 82
6. We note that TGC engaged Roth Capital Partners, LLC to explore
potential opportunities
and during that process, TGC had ten presentations and received
"multiple" proposals.
Please revise to disclose when TGC engaged Roth and provide additional
details
regarding the multiple proposals and the reasons why TPG did not
pursue the alternative
proposals.
Opinion of Roth Capital Partners, LLC to the TGC Board of Directors, page 88
7. We note that Roth reviewed certain "internal financial statements and
other financial and
operating data concerning TGC and REP, as provided by their respective
representatives"
in connection with rendering its opinion. We further note the
disclosure on page 93
that Roth did not assess the achievability of any projections or
assumptions. Please clarify
Michael J. Rugen
FirstName LastNameMichael J. Rugen
Tengasco, Inc.
Comapany9,
December NameTengasco,
2020 Inc.
December
Page 3 9, 2020 Page 3
FirstName LastName
the reference to projections and assumptions on page 93 and revise, as
applicable, to
disclose the material financial projections and assumptions provided
by the respective
representatives of TGC and REP to Roth in connection with rendering
its opinion.
Material U.S. Federal Income Tax Consequences of the Merger, page 104
8. We note your disclosure that the merger will qualify as an exchange
under Section 351 of
the Internal Revenue Code. As such, you further disclose that other
than with respect to
any cash received in lieu of any fractional interest in TGC common
stock as a result of the
merger, no gain or loss is expected to be recognized by the U.S.
holders of TGC common
stock or the U.S. holders of REP common units as a result of the
merger. Please revise to
provide an opinion regarding tax matters as these tax consequences
appear material to an
investor, and revise your disclosure accordingly. See Item 601(b)(8)
of Regulation S-K
and Section III of Staff Legal Bulletin No. 19 (October 14, 2011).
The Merger Agreement, page 108
9. Revise this section to include disclosure on the treatment of REP's
issued and outstanding
preferred units.
TGC Properties
Reserve Analyses, page 150
10. Expand your disclosures to include a discussion of the material
changes that occurred
during fiscal 2019 in the net quantities of TGC s proved undeveloped
reserves for each of
the items you identity, e.g. revisions, improved recovery, extensions
and discoveries,
conversions to proved developed reserves, sales and acquisitions. If
two or more
unrelated factors, including offsetting factors, are combined to
arrive at the overall change
for any of these items, please separately identify and quantify each
individual factor so
that the overall change in net reserve quantities between periods is
fully reconciled.
The disclosure of revisions in the previous estimates of your proved
undeveloped reserves
in particular should identify the individual factors that precipitated
the revisions, such as
changes in commodity prices, well performance, unsuccessful and/or
uneconomic proved
undeveloped locations, or the removal of proved undeveloped locations
due to changes in
a previously adopted development plan. Please refer to Item 1203(b) of
Regulation S-K if
you require further clarification or guidance.
This comment also applies to the explanation of the changes in TGC s
proved
undeveloped reserves provided on page F-25 and to the revisions in the
previous estimates
of REP s proved undeveloped reserves presented on page 162.
11. Expand the disclosure relating to TGC s proved undeveloped reserves
to quantify the
amount of capital expenditures, if any, incurred during fiscal 2019 to
convert proved
undeveloped reserves to proved developed reserves to comply with Item
1203(c) of
Regulation S-K.
Michael J. Rugen
FirstName LastNameMichael J. Rugen
Tengasco, Inc.
Comapany9,
December NameTengasco,
2020 Inc.
December
Page 4 9, 2020 Page 4
FirstName LastName
REP Business
Overview, page 153
12. Revise the tabular presentation of REP s reserves as of September
30, 2019 on page 154
to include the percentages of the probable and possible reserves that
are developed,
consistent with the figures provided on page 161.
Internal Controls, page 159
13. Expand the discussion of the internal controls used by REP in its
reserves estimation
effort to describe the qualifications of the technical person(s)
primarily responsible for
overseeing the preparation of the estimates of REP s reserves to
comply with Item
1202(a)(7) of Regulation S-K.
Estimation of Probable and Possible Reserves, page 160
14. Expand the discussion of the uncertainty relating to REP s probable
and possible reserves
to include cautionary language clarifying that your estimates of
probable and possible
reserves have not been adjusted for risk due to that uncertainty, and
therefore may not be
comparable and should not be summed either together or with estimates
of proved
reserves. Please refer to Item 1202(a)(5) of Regulation S-K and the
answer to our
Compliance and Disclosure Interpretation Question 105.01 at the
following address:
https://www.sec.gov/divisions/corpfin/guidance/oilandgas-interp.htm,
if you require
further clarification or guidance.
15. We note that your discussion of REP s probable and possible reserves
references various
circumstances from the definitions of probable and possible reserves
in Rules 4-10(a)(18)
and (a)(17) of Regulation S-X, under which such reserves may be
assigned. Expand your
disclosure to clarify the extent to which one or more of the
circumstances that you have
identified actually applies to your estimates of probable and possible
reserves.
Proved Undeveloped Reserves (PUDs), page 162
16. The dollar amount of the estimated future development costs disclosed
on page 162,
relating to the development of REP s proved undeveloped reserves at
September 30, 2019,
appears to be inconsistent with the comparable figure disclosed on
page 53. Revise the
disclosure to resolve the apparent inconsistency or tell us why a
revision is not needed.
Productive Wells, page 164
17. Expand or modify the disclosure relating to REP s productive wells
to separately provide
the total gross and total net productive gas wells to comply with Item
1208(a) of
Regulation S-K.
Michael J. Rugen
FirstName LastNameMichael J. Rugen
Tengasco, Inc.
Comapany9,
December NameTengasco,
2020 Inc.
December
Page 5 9, 2020 Page 5
FirstName LastName
Related Party Transactions of Directors and Executive Officers of the Combined
Company
Registration Rights Agreement, page 223
18. Please revise your disclosure to include the number of shares which
may be registrable
under such agreement. Please also file the second amended and restated
registration rights
agreement among REP, REG, Yorktown, Boomer, Bluescape, Bobby Riley,
Kevin Riley
and Corey Riley as an exhibit to your registration statement.
Unaudited Pro Forma Condensed Consolidated and Combined Financial Statements,
page 227
19. We understand that REP has been designated as the accounting acquirer
and has a fiscal
year end of September 30. However, it appears that you have presented
the pro forma
financial statements based on a fiscal year end of December 31.
Please expand your disclosure to clarify whether the fiscal year-end
of REP will be
changed from September 30 to December 31, and if so, when you expect
that will occur
relative to the date of merger. Under these circumstances, please also
clarify whether you
will recast prior financial statements based on the new fiscal year or
if not, how you will
transition reporting to the new fiscal year.
Conversely, if you expect to retain the current fiscal year of REP,
tell us how you have
concluded that the pro forma financial statements should not align
with the fiscal year of
REP as the successor entity, if this is your view.
Note 2. Unaudited Pro Forma Condensed Consolidated and Combined Balance Sheet,
page 235
20. We note your disclosure in the first paragraph on page 236 explaining
that due to the
limited trading volume of TGC stock, management believes that the most
reliable measure
of the fair value of the purchase consideration is based on 5% of the
combined value of
both companies. However, you have disclosures on pages 228 and 237
indicating that the
value of the consideration will be determined based on the closing
price of TGC common
stock on the date of acquisition.
Please resolve these conflicting disclosures and revise if necessary
to utilize the valuation
methodology that will govern your accounting for the transaction in
accordance with
GAAP. If you expect to be utilizing an internal valuation model and
not the closing price
of TGC common stock at the time of consummation, provide us with
further details of
your rationale, cite the authoritative guidance you would be relying
upon, and submit the
underlying valuations that you prepared, including a discussion of all
key assumptions.
21. With regard to your combined estimate of value for TGC and REP on page
236, which
ascribes fair values of $4.2 million to TGC and $154.1 million to REP,
also submit, if not
provided in response to the preceding comment, the material
assumptions pertaining to the
oil and gas quantities of each entity, including the costs and prices
utilized, development
plans and schedules showing the quantities and values ascribed,
presented separately for
Michael J. Rugen
FirstName LastNameMichael J. Rugen
Tengasco, Inc.
Comapany9,
December NameTengasco,
2020 Inc.
December
Page 6 9, 2020 Page 6
FirstName LastName
proved producing, proved undeveloped and other than proved, and
reconciled to the
overall estimate of value for each entity.
Note 4. Earnings Per Share, page 239
22. We note disclosure on the second page of your filing stating that TGC
expects to issue
approximately 203 million shares of TGC common stock to REP members
(including
persons holding restricted REP units). However, your tabular
disclosure on page 239
indicates that 200.4 million shares of stock will be issued to REP
members, comprised of
2 million REP shares outstanding and 198.4 million post-share
consolidation shares.
Please reconcile this difference in the number of shares to be issued
to REP members.
Notes to Unaudited Pro Forma Condensed Consolidated and Combined Financial
Statements
Note 5-Supplemental Pro Forma Oil and Gas Information, page 239
23. Expand your disclosure of the pro forma net proved developed and
undeveloped reserves,
the pro forma standardized measure of discounted future net cash
flows, and the changes
therein to identify any differences in the assumptions underlying the
reserve and cash flow
estimates based on using two different dates in preparing the
estimates, and given that
your presentation indicates a change relative to the fiscal reporting
period of REP, the
effects that would arise from updating the REP assumptions to December
31, 2019, and
any material effects that subsequent events would have on the
aggregated pro forma
figure.
Principal Equityholders of REP, page 289
24. Please clarify footnote 2 to identify the natural person(s) who have
voting or investment
control with respect to the shares held by Riley Exploration Group,
Inc.
25. We note your disclosure here and on page 291 regarding Riley
Exploration Group,
Yorktown Energy Partners XI, L.P., Bluescape Riley Exploration
Acquisition, LLC and
Bluescape Riley Exploration Holdings LLC. Please provide analysis
explaining whether
the combined entity will be deemed a controlled company as
defined by the NYSE and,
if so, whether you intend to rely on any exemptions as a controlled
company. If
applicable, please disclose on the prospectus cover page and in the
prospectus summary
that you are a controlled company, and include a risk factor that
discusses the effect, risks
and uncertainties of being designated a controlled company.
Other Matters
Glossary of Oil and Gas Terms, page 295
26. Modify your definition of an exploratory well as necessary to
reconcile or resolve the
inconsistencies with the definition of exploratory well in Rule
4-10(a)(13) of Regulation
S-X.
Michael J. Rugen
FirstName LastNameMichael J. Rugen
Tengasco, Inc.
Comapany9,
December NameTengasco,
2020 Inc.
December
Page 7 9, 2020 Page 7
FirstName LastName
Index to Financial Statements F-1, page F-1
27. Please address the requirements to update the historical and pro forma
financial statements
in your filing, for both Tengasco Inc, and Riley Exploration
Permian, LLC, to comply
with Rules 8-08 and 8-05 of Regulation S-X. If financial statements
for the fiscal year
ended September 30, 2020 of Riley Exploration Permian, LLC are not
provided in your
next amendment, tell us the date that you expect these financial
statements would be
provided, and if you envision any delay in obtaining an audit, the
date these would be
provided on an audited basis.
Riley Exploration-Permian LLC
Notes to the Consolidated Financial Statements
Note 17-Supplemental Oil and Gas Information (Unaudited)
Oil, Natural Gas and NGL Quantities, page F-73
28. Expand the tabular disclosure on page F-73 to include REP s proved
developed and
proved undeveloped reserves for each product type at the beginning of
the initial period in
the reserves reconciliation, i.e., as of September 30, 2016, to comply
with FASB ASC
932-235-50-4.
29. Expand the disclosure of the prices used to estimate REP s proved
reserves as of
September 30, 2019 to explain the reason for the negative natural gas
and natural gas
liquids prices to comply with FASB ASC 932-235-50-10.
30. If the prices used to estimate REP s natural gas and natural gas
liquids reserves as of
September 30, 2019 were actually negative, expand your disclosure to
explain why you
consider such reserves to be economically producible and appropriately
designated as
proved reserves, considering the definitions in Rules 4-10(a)(10) and
(a)(22) of
Regulation S-X.
31. We note that your discussion of revisions in previous estimates of REP
s total proved
reserves identifies a single factor, i.e., better well performance,
for each period presented.
Please revise as necessary to ensure that your discussion separately
identifies and
quantifies all material factors reflected in the revisions, such as
changes in commodity
prices, well performance, unsuccessful and/or uneconomic proved
undeveloped locations,
or the removal of proved undeveloped locations due to changes in a
previously adopted
development plan, to comply with FASB ASC 932-235-50-5.
This comment also applies to the reconciliation of the significant
changes in the net
quantities of TGC s total proved reserves for each line item shown
in the reconciliation,
other than production, and for each period presented on page F-24.
32. We note that the change in REP s total net quantities of proved
reserves attributed to
extensions and discoveries shown on page F-73 is significantly greater
than the
corresponding change in the net quantities of proved undeveloped
reserves shown on page
162, i.e., there is a difference of 3,834 MBoe or 20% comparing the
19,579 MBoe change
Michael J. Rugen
Tengasco, Inc.
December 9, 2020
Page 8
attributed to total proved reserves, and the 15,745 MBoe change
attributed to proved
undeveloped reserves for the year ended September 30, 2019. Expand your
discussion of
the changes in REP s total proved reserves attributed to extensions and
discoveries to
explain the reason(s) for this difference to comply with FASB ASC
932-235-50-5. This
comment also applies to any similar differences, if significant, for the
years ended
September 30, 2018 and 2017.
Exhibits
33. We note that Riley Exploration Permian, LLC (REP) has a revolving
credit facility of up
to $500 million and that as of October 30, 2020, REP had $101.0 million
of outstanding
borrowings and an additional $31.5 million available under its revolving
credit facility.
We further note that REP and its lenders amended REP s existing credit
facility to, among
other things, extend the maturity date of REP s revolving credit
facility for an additional
two years to September 28, 2023. Please file the agreement as an exhibit
to your
registration statement or tell us why you believe it is not required to
be filed under Item
601(b)(10) of Regulation S-K.
34. Please file copies of your employment or compensation agreements with
Michael J.
Rugen, Bobby D. Riley and Kevin Riley as exhibits. Refer to Item
601(b)(10)(iii)(A).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
For questions regarding comments on engineering matters, you may contact
John
Hodgin, Petroleum Engineer, at (202) 551-3699. You may contact John Cannarella,
Staff
Accountant, at (202) 551-3337 or Karl Hiller, Accounting Branch Chief, at (202)
551-3686 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her
absence, Loan
Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
FirstName LastNameMichael J. Rugen
Division of
Corporation Finance
Comapany NameTengasco, Inc.
Office of Energy &
Transportation
December 9, 2020 Page 8
cc: Kristin Lentz
FirstName LastName