UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Pure Acquisition Corp.
(Name of Subject Company (Issuer))
HighPeak Energy Partners II, LP (Offeror)
HighPeak Energy Partners GP II, LP (Offeror)
HighPeak Pure Acquisition, LLC (Offeror)
Jack Hightower (Offeror)
(Name of Filing Persons (identifying status as offeror, issuer, or other person))
Warrants to Purchase Shares of Class A Common Stock, par value $0.0001 per Share
(Title of Class of Securities)
74621Q 114
(CUSIP Number of Class of Securities)
Jack Hightower
Chief Executive Officer
c/o HighPeak Energy Partners II, LP
421 W. 3rd Street, Suite 1000
Fort Worth, Texas 76102
(817) 850-9200
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Sarah K. Morgan
Scott D. Rubinsky
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, TX 77002
Tel: (713) 758-2222
CALCULATION OF FILING FEE
Transaction Valuation(1) | Amount of Filing Fee |
$3,158,195 | $409.94 |
(1) | The transaction valuation is estimated solely for purposes of calculating the amount of the filing fee. HighPeak Energy Partners II, LP is offering to purchase 3,158,195 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share, of Pure Acquisition Corp. (the “Company”) held by persons other than the offerors, each of which was sold as part of the units issued in the Company’s initial public offering, which closed on April 17, 2018, pursuant to a prospectus dated April 16, 2018, at the tender offer price of $1.00 per Public Warrant. |
☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | $409.94 | Filing Party: | HighPeak Energy Partners II, LP |
Form or Registration No.: | Schedule TO-T | Date Filed: | February 7, 2020 |
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ third-party tender offer subject to Rule 14d-1.
☐ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 7, 2020 (together with any subsequent amendments or supplements thereto, the “Schedule TO”) relating to an offer (the “Offer”) by HighPeak Energy Partners II, LP, a Delaware limited partnership (“HPEP II”), HighPeak Pure Acquisition, LLC, a Delaware limited liability company (“Sponsor”), HighPeak Energy Partners GP II, LP, a Delaware limited partnership (“HPEP II GP”), and Jack Hightower (together with HPEP II, Sponsor and HPEP II GP, the “Offerors”) to purchase 3,158,195 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share, of Pure Acquisition Corp., a Delaware corporation (the “Company”) held by persons other than HPEP II, each of which was sold as part of the units issued in the Company’s initial public offering, which closed on April 17, 2018, pursuant to a prospectus dated April 12, 2018, at the tender offer price of $1.00 in cash per Public Warrant. The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated February 7, 2020 (together with any subsequent amendments or supplements thereto, the “Offer to Purchase”), a copy of which is filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is filed with the Schedule TO as Exhibit (a)(1)(B).
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
Amendments to the Offer to Purchase
The Offer to Purchase (including any information therein incorporated by reference into the Schedule TO), is hereby amended and supplemented as set forth below:
1. The first sentence following the Table of Contents in the Offer to Purchase is hereby amended and restated as follows:
We are not making the Offer to Public Warrant holders in any jurisdiction where it would be illegal to do so.
2. The information set forth on page 5 of the Offer to Purchase in the section entitled “Questions and Answers—How will the Offerors pay for the Public Warrants?” is hereby amended and supplemented by amending and restating the section in its entirety as follows:
HPEP II will pay the purchase price for the Public Warrants by using what is remaining of the $20,700,000 initially deposited by an affiliate of Sponsor into an escrow account with CST as escrow agent after giving effect to what was paid following: (i) an initial warrant tender offer, commenced by the Offerors on September 13, 2019, to purchase 20,700,000 Public Warrants at a purchase price of $1.00 per Public Warrant in connection with a special meeting in lieu of the annual meeting of the Company’s stockholders held on October 10, 2019, to approve, among other matters, an amendment to the Company’s Charter extending the date by which the Company must consummate its initial business combination from October 17, 2019 to February 21, 2020 (the “Initial Warrant Tender Offer”) and (ii) a second warrant tender offer, commenced by the Offerors on December 4, 2019, to purchase 20,452,000 Public Warrants at a purchase price of $1.00 per Public Warrant in connection with the Company’s announcement of its entry into the HighPeak Business Combination on November 27, 2019 (the “Business Combination Warrant Tender Offer”). These funds were initially deposited by an affiliate of the Sponsor in connection with the IPO.
Item 12. | Exhibits. |
Exhibit No. | Description | |
(a)(1)(A) | ||
(a)(1)(B) | ||
(a)(1)(C) | ||
(a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(E) | Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(2) | Not applicable. | |
(a)(3) | Not applicable. | |
(a)(4) | Not applicable. | |
(b) | Not applicable. | |
(d)(i) | ||
(d)(ii) | ||
(d)(iii) | ||
(d)(iv) | ||
(d)(v) | ||
(d)(vi) | ||
(d)(vii) | ||
(d)(viii) | ||
(d)(ix) | ||
(d)(x) | ||
(d)(xi) | ||
(d)(xii) | ||
(g) | Not applicable. | |
(h) | Not applicable. |
Item 13. | Information Required By Schedule 13E-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 5, 2020
By: /s/ Jack Hightower Jack Hightower
HIGHPEAK ENERGY PARTNERS II, LP
By: HighPeak Energy Partners GP II, LP Its general partner
By: HighPeak GP II, LLC Its general partner
By: /s/ Jack Hightower Jack Hightower Chief Executive Officer
HIGHPEAK ENERGY PARTNERS GP II, LP
By: HighPeak GP II, LLC Its general partner
By: /s/ Jack Hightower Jack Hightower Chief Executive Officer
HIGHPEAK PURE ACQUISITION, LLC
By: /s/ Jack Hightower Jack Hightower Chief Executive Officer |
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