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December 27, 2019
Jack Hightower
Chairman and Chief Executive Officer
HighPeak Energy, Inc.
421 W. 3rd Street, Suite 1000
Fort Worth, TX 76102
Re: HighPeak Energy, Inc.
Registration Statement on Form S-4
Filed December 2, 2019
File No. 333-235313
Dear Mr. Hightower:
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
Summary of the Proxy Statement/Prospectus
Business Overview, page 1
1. We note your use of industry data in various statements here and
elsewhere in your
prospectus. Please revise to disclose your support for these statements,
including the
names and dates of third party sources. The following are examples of
these statements.
Howard County has the highest oil mix percentage and margins across
the Midland
Basin with the most rapid growth in oil volumes of all the major
counties in the
Midland Basin.
Horizontal production in Howard County has the highest percentage of
oil content
and the highest oil production compounded annual growth rate,
beginning in the
Jack Hightower
FirstNameEnergy, Inc.
HighPeak LastNameJack Hightower
Comapany27, 2019
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fourth quarter of 2014 through the second quarter of 2019, of any
county in the
Midland Basin.
Over the past five years, Howard County has been a key driver in
the overall growth
of the Permian Basin oil output. From September 30, 2014 to June
30, 2019, Howard
County's oil production grew at a compounded annual growth rate
of approximately
45%, greater than any of the other six major Midland Basin
counties over the same
time period.
We also note your statement that Pure decided to focus on the Midland
Basin and
specifically the Howard County area of the Midland Basin due to its
superior economics.
Please disclose the basis for this statement or state that it is
Pure's belief.
Organizational Structure, page 14
2. Please provide us with organizational charts, illustrating all of the
relationships, affiliates,
and entities under common control, before and just after the offering,
among and between
all of the entities mentioned in your summary on page x.
Accounting Treatment, page 18
3. We note your use of "HPK" as the proposed ticker symbol for your NYSE
listing. Please
consider revising your use of HPK as your reference to HPK Energy, LP
to clarify the
difference between the two entities.
Risk Factors
Risks Related to HighPeak Energy and the Business Combination
The A&R Charter will designate the Court of Chancery of the State of Delaware,
page 53
4. We note that you disclose here and on page 183 that your exclusive
forum provision will
not apply to actions arising under the Exchange Act, but will apply to
actions arising
under the Securities Act. Please revise your prospectus to clarify
that there is uncertainty
as to whether a court would enforce such provision and that investors
cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder. In
addition, please ensure that your A&R Charter states clearly, in
Article 8, that the
provision does not apply to actions arising under the Exchange Act.
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet at September
30, 2019,
page 65
5. We note that column (b) includes the historical balance sheet of
HighPeak and column (c)
includes the historical balance sheet of HighPeak II. Please revise
your disclosure to
clarify which legal entities each of these columns represent, also to
identify the accounting
acquirer in your reverse merger, and to explain your rationale in
making that
determination. Please disaggregate and provide separate pro forma
adjustments and
Jack Hightower
HighPeak Energy, Inc.
December 27, 2019
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explanations about how you are depicting the acquisitions of each
entity, including any
fair value and carry-over basis determinations.
6. We note column (e) includes adjustments for cash inflows associated
with the PIPE
investments and forward purchase agreement. Given the uncertainty that
you express on
page 26, over whether you will be able to obtain the PIPE investment
of $200 million, it
appears this does not presently meet the factually supportable
criteria described in Rule
11-02(b)(6) of Regulation S-X. Unless you secure the investment
agreements needed to
resolve this uncertainty prior to requesting an effective date for
your registration
statement, you would need to remove the item from your pro forma
presentation and
revise all related disclosures throughout your filing accordingly.
7. Please expand your disclosures to clarify how the $150 million
adjustment associated with
the forward purchase agreement is being funded and appropriately
depicts what appears to
be described as a transaction between a parent and its subsidiary, two
entities within the
group to be consolidated, as the funds are not apparent on the
historical balance sheet
utilized in your presentation.
8. We note that Pure may be able to consummate the business combination
even though a
substantial number of its public stockholders have already elected to
redeem their shares
provided that redemptions do not cause its net tangible assets to be
less than $5,000,001.
We understand that your illustrative redemption scenario is based on
an analysis of initial
business combinations completed by other blank check companies since
2013. However,
since your transaction is structured in such a manner that
significantly different results
may occur, you should include pro forma presentations that give effect
to the range of
reasonably possible results, including a maximum redemption scenario,
to comply with
Rule 11-02(b)(8) of Regulation S-X. If some public stockholders have
already elected
redemptions, it appears you would also need to revise the
no-redemption scenario to
reflect these elections.
9. We note that it is a condition to closing under the HPK Business
Combination Agreement
that HighPeak Energy shall have not less than $275 million of
Available Liquidity,
including amounts available under any debt facility, such as the
anticipated RBL Facility.
Please include a note to your maximum redemption scenario to explain
how you expect to
meet the condition of Available Liquidity if Pure's net tangible
assets are $5,000,001 after
redemption. Please discuss the implications of not having a definitive
credit facility in
place, as it relates not only to this closing condition, but also with
regard to the viability of
the pro forma scenario and the requirement that all adjustments be
factually supportable.
10. We note that certain pro forma adjustments are presented net on the face
of the pro forma
balance sheet, without further details in the notes. For example,
adjustment (n) reflects a
FirstName LastNameJack Hightower
net increase to cash of $37.9 million and the related note does not
include the individual
Comapany NameHighPeak Energy, amount. Please separately identify the components
of all
figures that comprise the net Inc.
December 27, 2019 Page 3 in the related notes.
pro forma adjustments
FirstName LastName
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FirstNameEnergy, Inc.
HighPeak LastNameJack Hightower
Comapany27, 2019
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11. We note that certain events subsequent to September 30, 2019 do not
appear to have been
considered in formulating your pro forma adjustments including:
In October 2019, 3.6 million shares of Class A Common Stock were
redeemed for a
total value of $36.8 million and 248,000 public warrants were
tendered and accepted
for payment on October 16, 2019;
The Sponsor agreed to loan an amount equal to $0.033 for each
share of Class A
Common Stock issued in the IPO that was not redeemed in
connection with the
stockholder vote to approve the Extension, for each month that is
needed by Pure to
complete the Initial Business Combination; and
Additional investments in HPK by the HPK Contributors prior to
the business
combination closing.
Please revise your presentation as necessary to address each of these
matters, and to
clarify how the effects are depicted in your pro forma financial
statements.
Adjustment (f), page 69
12. We note your disclosure indicating that total consideration for the
Target Assets is $453.7
million and relates to 35 million shares of HighPeak Energy common
stock to be issued to
the HPK contributors. Please reconcile the 35 million shares to the
summary of terms on
page x, which indicates 71.150 million shares (adjusted to 87.484
million shares) are to be
issued to the HPK contributors.
Adjustment (g), page 69
13. We note that Pure Acquisition Corp has $423.9 million of Cash and
marketable securities
held in a Trust Account as of September 30, 2019. Please expand your
disclosure to
clarify how you determined that $377.7 million was available for use
in connection with
the business combination.
Note 3. Pro Forma Earnings per Share, page 70
14. Please reconcile the number of Pro Forma basic weighted average shares
outstanding of
188,806,000 to the details in the organizational chart on page 17,
which indicate the
aggregate number of common shares held by each of the five ownership
groups holding
interests in HighPeak Energy Inc. is 185,640,280.
15. With respect to the 101,000,000 million Other Exchanged Shares in your
tabular
calculation of pro forma shares outstanding, please disaggregate to
correlate with the
ownership groups identified in your organizational chart on page 17.
Jack Hightower
FirstNameEnergy, Inc.
HighPeak LastNameJack Hightower
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Note 4. Supplementary Disclosure of Oil and Natural Gas Operations
Oil and Natural Gas Reserve Quantities, page 72
16. The natural gas, natural gas liquids and total equivalent production
figures used in the
reconciliation of the changes in total proved reserves appear to be
inconsistent with the
comparable figures disclosed on pages 6 and 157. Revise the disclosure
to resolve the
apparent inconsistencies or tell us why a revision is not needed.
17. The discussion of the changes that occurred in total proved reserves
indicates the line item
entry representing revisions in the previous estimates of reserves is
the result of an
aggregation of several separate and unrelated factors, e.g. increased
drilling activity,
improved well performance, and use of a 3-stream versus 2-stream
model.
Expand your disclosure to reconcile the overall change in the line
item by separately
identifying and quantifying the net amount attributable to each factor
so that the change in
net reserves between periods is fully explained. In particular,
disclosure relating to
revisions in previous estimates should identify such underlying
factors as changes caused
by commodity prices, well performance, improved recovery, uneconomic
proved
undeveloped locations or changes resulting from the removal of proved
undeveloped
locations due to changes in a previously adopted development plan.
Refer to FASB ASC
932-235-50-5. This comment also applies to the disclosure of the
changes in proved
undeveloped reserves presented on page 155. Refer to Item 1203(b) of
Regulation S-K.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 101
18. We note your disclosure that business combination transactions with
other potential
targets were ultimately not pursued for a variety of reasons,
including their economic
profiles and limited potential returns. We also note you conducted and
engaged in
material discussions, due diligence and/or negotiations with at least
25 target opportunities
in various geographies. Please expand your disclosure to discuss in
greater detail these
other potential targets, including their size and material attributes,
and the reasons they
were not pursued.
19. We note your disclosure that the Deal Team's initial written
non-binding offer to purchase
and combine Grenadier included a total proposed consideration for the
Grenadier Assets
of $650 million. Please revise to discuss how the Deal Team determined
the initial
proposed consideration amount.
20. We note that the Deal Team initially proposed a total enterprise value
for the combined
company of $1.9 billion to the Pure Special Committee for purposes of
valuing the equity
to be issued in connection with the business combination. We further
note that this
proposed amount was reduced to $1.575 billion based on counteroffers
from the Pure
Special Committee and Grenadier. Please revise to discuss how the Deal
Team
determined the combined company's enterprise value.
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21. We note your disclosure on page 103 that Pure's Board authorized the
Special Committee
to hire a financial advisor to provide a fairness opinion and your
disclosure on pages 108
and 110 that the Pure Special Committee and Pure Board consulted with
financial advisors
in approving the terms and conditions of the Business Combination and
recommending
approval of Pure's stockholders, although they ultimately elected not
to seek a fairness
opinion. Please clarify the role of the financial advisor and describe
the financial analyses
discussed by the Pure Special Committee with its financial advisor at
the meetings held on
each of October 28, 2019, November 3, 2019, November 6, 2019, and
November 21,
2019. Information about any reports, opinions or appraisals that are
materially related to
the business combination and referred to in the registration statement
is required to be
disclosed in the registration statement. Refer to Item 1015(b)(6) of
Regulation M-A.
Please also discuss when the Pure Special Committee determined not to
seek a fairness
opinion and how it determined that this business combination was fair
to Pure's
stockholders from a financial point of view. While a fairness opinion
is not required,
please tell us what consideration you have given to risk factor
disclosure regarding the
absence of a fairness opinion.
The Pure Board's Reasons for the Approval of the Business Combination, page 108
22. Describe for us, in reasonable detail, the factors that result in an
increase in average daily
net production from the 8,394 Boe/d for the three months ended
September 30, 2019
to the anticipated net production of approximately 12,000 Boe/d as of
the end of 2019.
23. Tell us if the production figures (MMBoe) presented on pages 111
through 113 for 2020,
2021 and 2022 represent the annual production for each year or the
cumulative amount
year-to-year. Also clarify for us if the production figures presented
on pages 111 through
113 represent an aggregation of proved developed and unproved volumes.
If so, tell us
how these volumes relate to the figures for the "net resources"
disclosed on page 113.
24. If the production figures do represent an aggregation of proved
developed and unproved
volumes, tell us how you considered the answer to question 105.01 in
the Compliance and
Disclosure Interpretations in presenting a single figure.
25. Expand your disclosure to discuss the risk factors that were applied
to the unproved
production volumes shown in the annual production figures presented on
pages 111
through 113.
26. Expand your disclosure to explain if the unproved PV-10 presented on
page 113 is based
on risk adjusted unproved volumes or if a risk factor was applied to
directly to the PV-10
dollar amounts.
27. You disclose that your resource estimates include quantities of oil
and gas that are not yet
classified as proved reserves and that the term "resource" is not
intended to correspond to
SEC definitions such as "probable" or "possible' reserves. Expand your
disclosure to
explain the criteria you applied in determining your resource volumes.
For example, do
your resource volumes include estimates of reserves, contingent and/or
prospective
Jack Hightower
HighPeak Energy, Inc.
December 27, 2019
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resources? If so, do they conform to the Society of Petroleum
Engineers Petroleum
Resource Management System classifications of reserves, contingent
and/or prospective
resources?
28. Provide us with the individual grand summary tables for the total
proved reserves, total
proved developed reserves and total proved undeveloped reserves
excerpted from the
detailed reserves reports prepared by Cawley, Gillespie & Associates,
Inc. as of August 1,
2019 and referenced as Exhibits 99.2, 99.3 and 99.3, respectively.
Each grand summary
table should depict in detail the annual forecast of the number of
gross wells, production,
costs and future net cash flows through the end of the economic life.
29. Provide us with the annual forecast of the number of gross wells,
production, costs and
future net cash flows for the proved developed volumes and separately
for the unproved
volumes supporting the analysis presented on pages 111 through 113.
30. Describe for us the reason(s) for significant differences, if any,
between the forecasts
prepared by Cawley, Gillespie & Associates, Inc. in the reserves
reports as of August 1,
2019, and the corresponding forecasts used to support Pure Board's
approval of the
Business Combination.
Unaudited Prospective Financial, Operating and Reserve Information, page 111
31. Please revise to disclose the assumptions underlying your total
production projections for
each of the 2020, 2021 and 2022 fiscal years, including the estimated
number of total
wells to be online and production rates per day per well.
Information about the Target Assets
Properties, page 150
32. We note your disclosure that 86 horizontal wells have been drilled
since January 1, 2015
through September 30, 2019. We further note your disclosure that you
project 97 wells to
be drilled across your target assets from January 1, 2018 through
December 31, 2019.
Please revise to clarify whether any of such 97 wells you project to
be drilled across your
target assets from January 1, 2016 through December 31, 2019 are
included in the wells
that have been drilled through September 30, 2019.
Internal Controls, page 154
33. Expand your disclosure to include the qualifications of the technical
person(s) within the
third party engineering firms, e.g. Cawley, Gillespie & Associates, Inc.
and Netherland,
FirstName LastNameJack Hightower
Sewell & Associates, Inc., responsible for overseeing the preparation of
the estimates
Comapany NameHighPeak Energy, Inc.
presented in the reserve reports filed as Exhibits 99.2 through 99.7,
respectively. Refer to
Item 1202(a)(7) of Regulation S-K.
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Reserves Sensitivity, page 156
34. Remove the reference to "potential" SEC pricing in the footnotes on
page 157 and provide
the underlying basis for the assumed prices used in the analysis.
Refer to Item 1202(b)(3)
of Regulation S-K.
Acreage, page 158
35. Expand your disclosure to clarify the extent that any proved
undeveloped locations are
scheduled to be drilled after the expiration of the related lease.
Refer to Rule 4-10(a)(26)
of Regulation S-X.
Beneficial Ownership of Securities, page 202
36. Please disclose the natural person or persons who directly or
indirectly exercise sole or
shared voting or investment control over the shares held by each of
HighPeak Energy
Partners I, LP, HighPeak Energy Partners II, LP, HighPeak Energy
Partners III, LP, and
Grenadier Energy Partners II, LLC. Refer to Item 403 of Regulation S-K
and Exchange
Act Rule 13d-3.
Experts, page 209
37. Expand your disclosure to reference the reserves report prepared by
Netherland, Sewell
& Associates, Inc. as of December 31, 2018 and filed as Exhibit 99.5.
Exhibits
38. Please file Grenadier's 10-year marketing agreement under which it
sells all of the oil it
produces to a third party and Form of Subscription Agreement to be
entered into by
HighPeak Energy and the PIPE Investors as exhibits to your
registration statement, or tell
us why you believe you are not required to do so. Refer to Item 601(b)
of Regulation S-K.
39. The reserves reports, filed as Exhibits 99.2 through 99.7, do not
appear to address all of
the requirements of the report pursuant to Item 1202(a)(8) of
Regulation S-K. Obtain and
file revised reserves reports to address the following points.
The reserves reports, filed as Exhibits 99.2 through 99.7, should
each state the
purpose for which the report was prepared, e.g. for inclusion as
an exhibit in a filing
made with the U.S. Securities and Exchange Commission. Refer to
Item
1202(a)(8)(i).
The reserve reports, filed as Exhibits 99.5 and 99.7, should each
include a statement
that the assumptions, data, methods, and procedures are
appropriate for the purpose
served by the report. Refer to Item 1202(a)(8)(iv).
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40. The reserve report filed as Exhibit 99.5 refers to additional
supplemental information, e.g.
summary projections of reserves and revenue by reserves category along
with one-line
summaries of reserves, economics, and basic data by lease, not
included with the report.
Please obtain and file a revised report to include the referenced
supplemental information.
Alternatively, remove the reference if you do not intend to include
this supplemental
information.
General
41. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications
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.
You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
John Cannarella,
Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial
statements and related matters. For questions regarding engineering comments,
you may contact
John Hodgin, Petroleum Engineer, at (202) 551-3699. Please contact Irene
Barbarena-Meissner,
Staff Attorney, at (202) 551-6548 or Karina Dorin, Staff Attorney, at (202)
551-3763 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Taylor Landry, Esq.