hpe20210806_s1.htm
0001792849 HighPeak Energy, Inc. false Q2 2021 0.0001 0.0001 10,000,000 10,000,000 0 0 0 0 0.0001 0.0001 600,000,000 600,000,000 92,728,781 92,728,781 91,967,565 91,967,565 0 0 0 0 3 5 7 0 1 2 0 0 2017 2018 2019 1 3 2 0 0 0 0 1 121,000 4,000 125 0 3 4 0 0 2 1 8 0 0 11.50 2.125 125,000 0.0001 10,000,000 0 0 0.0001 600,000,000 91,967,565 91,967,565 0 0 0 3 5 7 1 2 0 0 2017 2018 2019 1 3 2 0 0 1 3 4 2 1 1 1 1 1 1 1 44 2017 2018 2019 0 3 Represents Pure's condensed consolidated balance sheet estimated as of August 21, 2020 after taking into account: (i) the closing of its trust account, (ii) the redemption of Pure's Class A Common Stock by the former public stockholders of Pure that elected to redeem, (iii) paying out the cash consideration to those former public stockholders of Pure who elected to remain and (iv) the conversion of the remaining shares of Pure's Class A Common Stock to HighPeak Energy common stock upon the closing of the HighPeak business combination. The $13.7 million reduction to equity is considered noncash offering costs on the condensed consolidated statement of changes in stockholders’ equity. Effective with the HighPeak business combination that closed on August 21, 2020, the Company became a corporation for tax purposes. As such, the "Net change in income taxes" in the table above for the year ended December 31, 2020 reflects that change in tax status. Prior to the HighPeak business combination, the Predecessors had elected to be treated as a partnership for income tax purposes. Accordingly, federal taxable income and losses are reported on the income tax returns of the Predecessor's partners. The Predecessors were subject to margin / franchise taxes in Texas, which is reflected as "Net change in income taxes" in the table above for the year ended December 31, 2019. The revisions to the Company’s asset retirement obligation estimates are primarily due to changes in estimated costs based on experience with the properties and their expected useful lives. As of December 31, 2020 and 2019, proved developed reserves includes proved developed non-producing reserves of 4,517 and 3,101 MBbl of crude oil, 1,912 and 1,454 MMcf of natural gas and 517 and 447 MBbl of natural gas liquids, respectively. The year ended December 31, 2020 in the table above reflects the change in standardized measure from that of HPK LP, our Predecessor, as of December 31, 2019 to that of the Company as of December 31, 2020 and amounts are combined for the period from January 1, 2020 to August 21, 2020 of HPK LP and from August 22, 2020 to December 31, 2020 of the Company. There was no third-party reserve report prepared as of August 21, 2020 from which to compute a standardized measure from as of that date. The year ended December 31, 2019 in the table above reflects the change in standardized measure from that of HighPeak I, HPK LP's Predecessor, as of December 31, 2018 to that of HPK LP as of December 31, 2019 and amounts are combined for the period from January 1, 2019 to September 30, 2019 of HighPeak I and from October 1, 2019 to December 31, 2019 of HPK LP. There was no third-party reserve report prepared for HighPeak I as of October 1, 2019 from which to compute a standardized measure from as of that date. We believe the table above accurately reflects the change in standardized measure for the Predecessors and Successor in a meaningful context. Debt issuance costs as of June 30, 2021 consisted of $2.2 million in costs less accumulated amortization of $81,000. Debt issuance costs as of December 31, 2020 of $401,000, net of accumulated amortization of $4,000, were classified in other noncurrent assets on the accompanying balance sheet due to the fact that the Company had no outstanding debt at that time. Represents the beginning deferred tax liability of the Company given the combination of all the entities, most of which originated from HPK LP which was a partnership for U.S. federal income tax purposes and therefore did not record a deferred tax liability. Represents HPK LP’s condensed consolidated balance sheet estimated as of August 21, 2020. Represents the balance sheet of HighPeak Energy Employees, Inc which was acquired by the Company for $10.00 upon the closing of the HighPeak business combination. Represents the cash costs paid for the offering of the aforementioned shares in addition to the cash costs that had previously been incurred by Pure of $13.7 million in column (b). Unvested restricted stock awards represent participating securities because they participate in nonforfeitable dividends with the common equity holders of the Company. Vested stock options represent participating securities because they participate in dividend equivalents with the common equity holders of the Company. Participating earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. Unvested stock options do not represent participating securities because, while they participate in dividend equivalents with the common equity holders of the Company, the dividend equivalents associated with unvested stock options are forfeitable in connection with the forfeitability of the underlying stock options. Represents the issuance by the Company of 91,592,354 shares of common stock, 10,538,183 warrants and 10,209,300 Contingent Value Rights upon the closing of the HighPeak business combination. The reduction to accounts payable of $9.5 million represents those vendors of HPK LP that purchased shares under the Forward Purchase Agreement Amendment in the HighPeak business combination in lieu of being paid cash for the majority of their outstanding balances. The revisions to the Company’s asset retirement obligation estimates are primarily due to changes in estimated costs based on experience with the properties. Participating earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. 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As filed with the U.S. Securities and Exchange Commission on August 13, 2021

Registration No. 333-



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 


 

HighPeak Energy, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

1381

84-3533602

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification No.)

   
 

421 W. 3rd Street, Suite 1000
Fort Worth, Texas 76102
(817) 850-9200

 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 


 

Jack Hightower
Chief Executive Officer
421 W. 3rd Street, Suite 1000
Fort Worth, Texas 76102
(817) 850-9200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copies to:

 

Sarah K. Morgan
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222

Michael A. Hedge
Jason C. Dreibelbis
K&L Gates LLP
1 Park Plaza, Twelfth Floor
Irvine, California 92614
(949) 623-3519

 


 

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) check the following box: ☐

 

 

 

 

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company 

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Title of Each Class of Securities to be Registered

 

 

Amount to be

Registered (1)

   

 

Proposed

Maximum

Offering Price

Per Share (2)

   

 

Proposed

Maximum

Aggregate

Offering Price

(2)

   

 

Amount of

Registration

Fee

 

Common Stock, par value $0.0001 per share

    5,750,000     $ 10.74     $ 61,755,000     $ 6,737.48  

Total

                  $ 61,755,000     $ 6,737.48  

 


 

(1)

Includes 750,000 additional shares of our common stock that the underwriters have the option to purchase.

 

(2)

Pursuant to Rule 457(c) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is equal to $10.90, the average of the high and low prices per share of common stock, as reported on the Nasdaq Global Market on August 11, 2021.

 


 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 



 

 

 

 

 

The information in this prospectus is not complete and may be changed. The Company may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION DATED AUGUST 13, 2021
PRELIMINARY PROSPECTUS

 

https://cdn.kscope.io/2816a71b796a8cf44c0ffa81c3d99d14-hpe20210806_s1img001.jpg

 

 

 

HighPeak Energy, Inc.

 

5,000,000 Shares of Common Stock

 


 

 

We are offering 5,000,000 shares of our common stock.

 

Our common stock is listed on the Nasdaq Global Market under the symbol “HPK.” On August 5, 2021, the last reported sales price of our common stock as reported on the Nasdaq Global Market was $11.13 per share.

 

We are an “emerging growth company” as that term is defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

 

Our principal executive offices are located at 421 W. 3rd Street, Suite 1000, Fort Worth, Texas 76102, and our telephone number at that address is (817) 850-9200.

 


 

 

You should carefully read this prospectus and any prospectus supplement or amendment before you invest. See the section entitled Risk Factors in the accompanying prospectus beginning on page 16. You also should read the information included throughout this prospectus for information on our business and our financial statements, including information related to our predecessor.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 


 

 

   

Per Share

   

Total

 

Public offering price

 

$

     

$

   

Underwriting discounts and commissions(1)

 

$

     

$

   

Proceeds to us, before expenses

 

$

     

$

   

 


 

(1)

The underwriting discount is reduced in connection with proceeds from certain of our existing stockholders, including entities affiliated with them or certain of our officers and directors. See “Underwriting” for a description of the compensation payable to the underwriters.

 

Certain of our existing stockholders, including the John Paul DeJoria Family Trust and Jack Hightower and entities affiliated with them, have indicated an interest in purchasing shares an aggregate of up to $10,000,000 in shares in this offering at the initial public offering price per share. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, less or no shares in this offering to any of these persons or entities, or any of these persons or entities may determine to purchase more, less or no shares in this offering. The underwriters will receive a reduced underwriting discount on any shares purchased by these persons or entities as they will on as compared to any other shares sold to the public in this offering.

 

To the extent that the underwriters sell more than 5,000,000 shares of our common stock, the underwriters have the option to purchase up to an additional 750,000 shares from us at the public offering price less the underwriting discount.

 

The underwriters expect to deliver the shares of common stock to the purchasers on or about August             , 2021, through the book-entry facilities of The Depository Trust Company.

 

 

 

 

Roth Capital Partners

Northland Capital Markets Seaport Global Securities

 

Prospectus dated August                  , 2021.

 

 

 

 

 

TABLE OF CONTENTS

 

 

CERTAIN DEFINED TERMS

ii

SUMMARY OF THE PROSPECTUS

5

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

12

RISK FACTORS

16

USE OF PROCEEDS

48

CAPITALIZATION

49

SECURITIES MARKET INFORMATION 

50

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

51

BUSINESS

57

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

80

MANAGEMENT

98

EXECUTIVE COMPENSATION 

105

DESCRIPTION OF SECURITIES

110

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

114

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

117

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 

122

UNDERWRITING 

126

LEGAL MATTERS

134

EXPERTS

134

WHERE YOU CAN FIND ADDITIONAL INFORMATION 

134

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

GLOSSARY OF OIL AND NATURAL GAS TERMS 

A-1

 


 

 

You should rely only on the information contained in this prospectus or to which we have referred you. We and the underwriters have not authorized any person to provide you with additional information or different information. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. This prospectus may only be used where it is legal to offer and sell the securities described herein and only during the effectiveness of the registration statement of which this prospectus forms a part. You should assume the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus.

 


 

 

Reserve and PV-10 Estimates

 

Unless otherwise indicated, our estimates of our proved reserves and PV-10 included in this offering memorandum were prepared in accordance with SEC standards for reserve estimation and are based on SEC pricing, meaning the unweighted first day of the month arithmetic average price of oil and natural gas over the 12 months prior to the determination date. Accordingly, our reserves and PV-10 estimates may differ significantly from the quantities of oil, NGL and natural gas that are ultimately recovered. In certain instances in this prospectus, we disclose our reserve and PV-10 estimates prepared using flat commodity prices of $63 per Bbl of oil and $3.00 per MMBtu of natural gas, which we refer to herein as (“management pricing”). For additional information regarding our reserve and PV-10 estimates as of December 31, 2020 based on management pricing rather than SEC pricing, see “Business—Our Reserves—Reserve and PV-10 Estimates Using NYMEX Pricing.”

 


 

 

Market and Industry Data

 

Market and industry data and forecasts used in this prospectus have been obtained from independent industry sources as well as from research reports prepared for other purposes. Although we believe these third-party sources to be reliable, we have not independently verified the data obtained from these sources, and we cannot assure you of the accuracy or completeness of the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

 

 

 

 

CERTAIN DEFINED TERMS

 

Unless the context otherwise requires, references in this prospectus to:

 

 

“A&R Charter” are to the amended and restated certificate of incorporation of HighPeak Energy;

 

 

“Board” are to the board of directors of HighPeak Energy;

 

 

“business combination” are to the transactions contemplated by the Business Combination Agreement and consummated at the Closing;

 

 

“Business Combination Agreement” are to the Business Combination Agreement, dated May 4, 2020, as amended, by and among Pure, HighPeak Energy, MergerSub, the HighPeak Funds, HPK GP, and solely for the limited purposes specified therein, the HPK Representative;

 

 

“Closing” are to the closing of the business combination on August 21, 2020;

 

 

“the Company,” “HighPeak Energy,” “we,” “our” or “us” are to HighPeak Energy, Inc., a Delaware corporation, either individually or together with its consolidated subsidiaries, as the context requires;

 

 

“Continental” are to Continental Stock Transfer & Trust Company, a New York corporation;

 

 

“Contingent Value Rights” or “CVRs” are to contractual contingent value rights issued to holders of HighPeak Energy common stock and Forward Purchase Investors at Closing, representing the right of Qualifying CVR Holders to receive, in certain circumstances, additional shares of HighPeak Energy common stock (or, in limited circumstances, such other form as is provided for in the Contingent Value Rights Agreement), if necessary, to satisfy the Preferred Returns, as measured at the CVR Maturity Date (with an equivalent number of shares of HighPeak Energy common stock held by HighPeak I, HighPeak II and Sponsor being collectively forfeited);

 

 

“Contingent Value Rights Agreement” or “CVR Agreement” are to the agreement dated August 21, 2020, by and among HighPeak Energy, HighPeak I, HighPeak II, Sponsor and Continental, as Rights Agent, which governs the terms of the CVRs;

 

 

“CVR Holder” are to a person or entity in whose name a CVR is registered in the CVR register maintained by the Rights Agent at any date of determination;

 

 

“CVR Maturity Date” are to (i) the date to be specified by HighPeak I, HighPeak II and Sponsor, which may be any date occurring during the period beginning on (and including) August 21, 2022 and ending on (and including) February 21, 2023, or (ii) in certain circumstances, the occurrence of certain change of control events with respect to our business, including certain mergers, consolidations and asset sales;

 

 

“CVR Sponsors” are to HighPeak Energy, Sponsor, HighPeak I and HighPeak II;

 

 

“Escrowed Shares” are to 21,694,763 shares of HighPeak Energy common stock, which equals the maximum number of shares of HighPeak Energy common stock that could become issuable to CVR Holders pursuant to the terms of the Contingent Value Rights Agreement determined at the Closing;

 

 

“ESG” are to environmental, social and governance;

 

 

“Exchange Act” are to the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder;

 

 

“First Amendment” means the First Amendment to Credit Agreement, dated as of June 23, 2021, among HighPeak Energy, Inc., as Borrower, Fifth Third Bank, National Association, as administrative agent, and the Lenders party thereto;

 

 

 

 

 

“Forward Purchases” are to the issuance and purchase of an aggregate total of 8,976,875 shares of HighPeak Energy common stock, and a corresponding number of CVRs and warrants at the Closing;

 

 

“Forward Purchase Agreement” are to the Amended & Restated Forward Purchase Agreement, dated as of July 24, 2020, by and among HighPeak Energy, each party designated as a purchaser therein (which includes purchasers that subsequently joined as parties thereto prior to the Closing), HPEP I and, solely for the limited purposes specified therein, Pure, pursuant to which, among other things, (i) the Forward Purchase Agreement entered into by and between HPEP I and Pure which has been amended and restated in its entirety as described further in this prospectus and (ii) the purchasers thereunder collectively purchased 8,976,875 forward purchase units, in connection with the Closing, with each forward purchase unit consisting of one share of HighPeak Energy common stock, one CVR and one warrant (which one whole warrant is exercisable for HighPeak Energy common stock), for $10.00 per forward purchase unit, or an aggregate maximum amount of $89,768,750;

 

 

“Forward Purchase Investors” are to the qualified institutional buyers and accredited investors that purchased forward purchase units pursuant to the Forward Purchase Agreement;

 

 

“forward purchase unit” are to each of the units issued under the Forward Purchase Agreement, each consisting of one share of HighPeak Energy common stock, one CVR and one warrant, which each whole warrant is exercisable for HighPeak Energy common stock at an exercise price of $11.50 per share;

 

 

“GAAP” means United States Generally Accepted Accounting Principles;

 

 

“HighPeak I” are to HighPeak Energy, LP, a Delaware limited partnership;

 

 

“HighPeak II” are to HighPeak Energy II, LP, a Delaware limited partnership;

 

 

“HighPeak Assets” are, (i) for periods from October 1, 2019 through Closing, to HPK LP, which, indirectly through its subsidiaries, holds certain rights, title and interests in oil and natural gas assets and cash contributed as part of the business combination, (ii) for prior periods, to such assets as held by the HighPeak Funds and (iii) for periods after the Closing, to such assets as held by HighPeak Energy;

 

 

“HighPeak Energy common stock” are to HighPeak Energy’s voting common stock, par value $0.0001 per share;

 

 

“HighPeak Funds” are to HighPeak I and HighPeak II, collectively;

 

 

“HighPeak Group” are to Sponsor, the HPK Contributors and Jack Hightower and each of their respective affiliates and certain permitted transferees, collectively;

 

 

“HP GP I” are to HighPeak GP, LLC, a Delaware limited liability company;

 

 

“HP GP II” are to HighPeak GP II, LLC, a Delaware limited liability company;

 

 

“HPEP I” are to HighPeak Energy Partners, LP, a Delaware limited partnership;

 

 

“HPEP II” are to HighPeak Energy Partners II, LP, a Delaware limited partnership;

 

 

“HPK Contributors” are to the HighPeak Funds and HPK GP;

 

 

“HPK LP” are to HPK Energy, LP, a Delaware limited partnership;

 

 

“HPK GP” are to HPK Energy, LLC, a Delaware limited liability company and the general partner of HPK LP;

 

 

“LTIP” are to the HighPeak Energy, Inc. Amended & Restated Long Term Incentive Plan;

 

 

 

 

 

“MergerSub” are to Pure Acquisition Merger Sub, Inc., a Delaware corporation formed as a wholly owned subsidiary of HighPeak Energy for the purpose of effecting the business combination;

 

 

“Nasdaq” are to the Nasdaq Global Market;

 

 

“Predecessors” are, for the period from October 1, 2019 through Closing, to HPK LP, and for the period from January 1, 2019 to September 30, 2019 and years ended December 31, 2018 and 2017 to HighPeak I;

 

 

“Preferred Return” means the additional consideration in the form of additional shares of common stock (or such other specified consideration as is specified with respect to certain events) for Qualifying CVR Holders if necessary to satisfy a 10% preferred simple annual rate of return (based on a $10.00 per share price at the closing of the business combination), subject to a floor downside per-share price of $4.00

 

 

“Principal Stockholder Group” are to Sponsor, the HighPeak Funds, HighPeak Energy III, LP and Jack Hightower;

 

 

“Pure” are to Pure Acquisition Corp., a Delaware corporation;

 

 

“Qualifying CVR Holders” are to CVR Holders as of the CVR Maturity Date and that provide certain information required under the Contingent Value Rights Agreement;

 

 

“Revolving Credit Facility” are to the Company’s senior secured reserve-based lending facility, as amended from time to time, which matures June 17, 2024;

 

 

“Rights Agent” are to Continental Stock Transfer & Trust Company;

 

 

“SEC” are to the U.S. Securities and Exchange Commission;

 

 

“Securities Act” are to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

 

 

“Sponsor” are to HighPeak Pure Acquisition, LLC, a Delaware limited liability company, and subsidiary of HPEP I;

 

 

“Transfer Agent” are to Continental Stock Transfer & Trust Company;

 

 

“Warrant Agent” are to Continental Stock Transfer & Trust Company;

 

 

“Warrant Agreement Amendment” are to the Amendment and Assignment to Warrant Agreement, dated as of August 21, 2020, by and among Pure, HighPeak Energy and Continental as warrant agent, which governs the terms of the warrants of HighPeak Energy; and

 

 

“warrants” are to the warrants to purchase one share of HighPeak Energy common stock at a price of $11.50 per share.

 

 

 
 

 

SUMMARY OF THE PROSPECTUS

 

This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. You should read the entire prospectus carefully, including the information under the headings Risk Factors, Cautionary Note Regarding Forward-Looking Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and the notes to those financial statements appearing elsewhere in this prospectus.

 

Unless the context otherwise requires, with respect to descriptions of the financials and operations of the Companys assets, references herein to “we,” “us” or “our” relate, prior to the business combination, to the Companys assets as owned and operated by HPK LP or, prior to their respective acquisitions thereby, by the HighPeak Funds and, following the Closing of the business combination, to the Companys assets as owned and operated by HighPeak Energy.

 

This prospectus includes certain terms commonly used in the oil and natural gas industry, which are defined elsewhere in this prospectus in Glossary of Oil and Natural Gas Terms set forth in Annex A.

 

Business Overview

 

HighPeak Energy is an independent oil and natural gas company engaged in the acquisition, development and production of oil, natural gas and NGL reserves. Our long-lived, predictable and high margin asset base is uniquely positioned to support our objectives of peer-leading returns and positive cash flow through various commodity cycles. We believe that executing our strategy across our largely contiguous acreage, high oil-cut, shallow decline production base and extensive inventory of identified drilling locations will result in long-term, capital efficient growth in production, value and reserves. Based upon results to date, we initiated a quarterly dividend in July 2021 and, subject to approval by the Board, would expect to return cash flow to the stockholders in the future.

 

We are led by our Chairman and Chief Executive Officer (“CEO”), Jack Hightower, an industry veteran with over 50 years of experience in the oil and natural gas industry, primarily in the Permian Basin managing multiple exploration and production (“E&P”) platforms. Mr. Hightower has an established track record of implementing disciplined growth strategies and generating high returns for equity holders in both public and private companies. He has assembled a highly qualified team of experienced, oil and gas professionals, many of whom have technical and operational experience in the Permian Basin and have previously worked with Mr. Hightower.

 

Our President and director, Michael L. Hollis, leads our operational efforts with over 20 years of oil and gas experience, including most recently as the President and Chief Operating Officer (“COO”) of Diamondback Energy, Inc. (“Diamondback”) (Nasdaq: FANG), another Permian focused oil and gas producer. Prior to Diamondback, Mr. Hollis was a Drilling Manager at Chesapeake Energy Corporation (“Chesapeake”) (Nasdaq: CHK), and also held roles in production, completions and drilling engineering at ConocoPhillips (NYSE: COP) and Burlington Resources Inc. (“Burlington”).

 

The HighPeak Energy team has developed and evaluated advanced 3-D earth models on geologic and petrophysical data across the majority of Howard County to find oil-rich reservoirs to enable cost efficient development of the resource. HighPeak Energy targets low-cost, low-risk, oil-rich reservoirs in the Midland Basin, primarily in Howard County, Texas which is one of the most active areas of the prolific Permian Basin with approximately 15 rigs running currently and nearly 2,000 horizontal wells drilled to date. In aggregate, the Company’s assets are characterized by:

 

 

high oil cut of ~90%;

 

attractive Midland pricing coupled with favorable all-in gathering and marketing costs;

 

large inventory of low-risk identified development drilling opportunities with attractive capital costs and peer-leading margins;

 

potential in-basin organic and strategic opportunities to expand our existing inventory with additional locations with substantially similar geology and economics.

 

5

 

 

Howard County has been one of the most active and productive oil producing regions within the Permian Basin. Our asset base is located within the oil-rich province of eastern Howard County, which continues to generate high oil cut percentages and rapid volume growth relative to other areas in the Midland Basin. As a result of these attributes, we have a deep understanding of many of the area’s geologic and reservoir characteristics, leading to predictable, repeatable low-risk development opportunities.

 

We expect to use proceeds from this equity offering for general corporate purposes, which may include accelerating our drilling and development activities given the current commodity price environment and funding further acquisition and consolidation of bolt-on assets.

 

Overview of the Company's Assets

 

HighPeak Energy focuses on the Midland Basin and specifically the Howard County area of the Midland Basin. Over the last eight decades, the Howard County area of the Midland Basin was partially developed with vertical wells using conventional methods, and has recently experienced significant redevelopment activity in the Lower Spraberry and Wolfcamp A formations utilizing modern horizontal drilling technology, with some operators having additional success developing the Middle Spraberry, Jo Mill, Wolfcamp B and Wolfcamp D formations, through the use of modern, high-intensity hydraulic fracturing techniques, decreased frac spacing, increased proppant usage and increased lateral lengths. As a result of the high oil content on our acreage position, our oil production since the business combination has averaged approximately 90% of our total production.

 

The Company’s assets include certain rights, title and interests in oil and natural gas assets located primarily in Howard County. As of June 30, 2021, the Company’s assets consisted of two generally contiguous leasehold positions of approximately 58,771 gross (51,8755 net) acres covering various subsurface depths. We operate approximately 95% of the net acreage across the Company’s assets and we hold an average working interest of approximately 88% in the Flat Top area and 85% in the Signal Peak area. Approximately 97% of the net operated acreage provides for horizontal well locations with lateral lengths of 10,000 feet or greater in the formations covered by the Company’s assets. HighPeak Energy’s development drilling plan is initially focused on the horizontal drilling development of the Wolfcamp A and Lower Spraberry formations utilizing multi-well pad development to lower drilling and completion cycle times, create infrastructure and facility economies of scale, reduce overall costs, and to optimize and maximize oil and gas recoveries, return on investment, and value creation.

 

Recent Developments

 

First Amendment to Revolving Credit Agreement. On June 23, 2021, we entered into the First Amendment to, among other things, (i) complete the semi-annual borrowing base redetermination process, which increased the borrowing base from $40.0 million to $125.0 million and (ii) modify the terms of the Revolving Credit Agreement to increase the aggregate elected commitments from $20.0 million to $125.0 million. In addition, a syndicate of banks was added to the facility at various levels of participation and commitment.

 

Initiation of Quarterly Dividend. On July 6, 2021, HighPeak Energy announced the commencement of a $0.025 per share quarterly cash dividend and also announced a special dividend of $0.075 per share of common stock outstanding, to be paid on July 26, 2021 to stockholders of record as of the close of business on July 15, 2021, which resulted in a total of $9.3 million in dividends being paid on July 26, 2021 to stockholders of record as of the close of business on July 15, 2021.  In addition, under the terms of the LTIP, the Company also paid a dividend equivalent per share to all vested stock option holders and accrued a dividend equivalent per share to all unvested stock option holders payable upon vesting, which equates to a total payment of 705,000 in July 2021 and up to an additional $125,000 in each of August 2021 and August 2022, assuming no forfeitures.

 

Bolt-On Acquisition. In July 2021, the HighPeak Energy signed multiple unrelated purchase and sale agreements to effect certain bolt-on acquisitions from various third parties. In the aggregate, the assets acquired thereby represent approximately 6,200 net acres and working interests in producing properties and salt-water disposal wells that are estimated to average approximately 1,400 Boe/d for the remainder of 2021. The Company expects to close these acquisitions later in the third quarter of 2021.

 

Corporate History and Business Combination

 

HighPeak Energy, Inc.

 

HighPeak Energy is a Delaware corporation initially formed on October 29, 2019, as a wholly owned subsidiary of Pure, solely for the purpose of combining the businesses previously conducted by Pure and HPK LP, referred to herein as the “business combination,” which was completed on August 21, 2020.

 

HighPeak Energy’s common stock and warrants are listed on the Nasdaq under the symbols “HPK” and “HPKEW,” respectively. HighPeak Energy’s CVRs are quoted on the Over-The-Counter Market (the “OTC”) under the symbol “HPKER.” Further, the Company has applied to list the CVRs on the Nasdaq; however, there is no assurance that the CVRs will be listed on the Nasdaq.

 

6

 

 

The mailing address of HighPeak Energy’s principal executive office is 421 W. 3rd Street, Suite 1000, Fort Worth, Texas 76102. HighPeak Energy’s telephone number is (817) 850-9200.

 

Business Combination

 

On August 21, 2020, Pure consummated the previously announced business combination pursuant to the Business Combination Agreement, pursuant to which, among other things and subject to the terms and conditions contained therein, (a) MergerSub merged with and into Pure, with Pure surviving as a wholly owned subsidiary of the Company, (b) each outstanding share of Pure Class A common stock and Pure Class B common stock (other than certain shares of Pure Class B common stock that were surrendered for cancellation by Pure’s Sponsor) were converted into the right to receive (A) one share of common stock (and cash in lieu of fractional shares), and (B) solely with respect to each outstanding share of Pure Class A common stock, (i) a cash amount, without interest, equal to $0.62, which represents the amount by which the per-share redemption value of Pure Class A common stock at the closing of the business combination exceeded $10.00 per share, without interest, in each case, totaling approximately $767,902, (ii) one CVR for each one whole share of common stock (excluding fractional shares) issued to holders of Pure Class A common stock pursuant to clause (A), representing the right to receive additional shares of common stock (or such other specified consideration as is specified with respect to certain events) for Qualifying CVR Holders if necessary to satisfy the Preferred Return, as measured at the applicable maturity, which will occur on a date to be specified and which may be any date occurring during the period beginning on (and including) August 21, 2022 and ending on (and including) February 21, 2023, or in certain circumstances after the occurrence of certain change of control events with respect to the Company’s business, including certain mergers, consolidations and asset sales (with an equivalent number of shares of common stock held by HighPeak I, HighPeak II and Pure’s Sponsor being collectively forfeited) and (iii) one warrant to purchase common stock for each one whole share of common stock (excluding fractional shares) issued to holders of Pure Class A common stock pursuant to clause (A), (c) the HPK Contributors (A) contributed their limited partner interests in HPK LP to the Company in exchange for HighPeak Energy common stock and the general partner interests in HPK LP to a wholly owned subsidiary of the Company in exchange for no consideration, and (B) contributed the outstanding Sponsor Loans (as defined in the Business Combination Agreement) in exchange for common stock and such Sponsor Loans were cancelled in connection with the Closing and (d) following the consummation of the foregoing transactions, the Company caused HPK LP to merge with and into HighPeak Energy Acquisition Corp. (as successor to Pure) and all interests in HPK LP were cancelled in exchange for no consideration. In connection with the Closing, the Company also issued shares of HighPeak Energy common stock, warrants and CVRs to Forward Purchase Investors, pursuant to that certain Forward Purchase Agreement. Certain other agreements including the Stockholders’ Agreement, Registration Rights Agreement and the Contingent Value Rights Agreement were entered into in connection with the business combination. For more information about the Stockholders’ Agreement, Registration Rights Agreement and the Contingent Value Rights Agreement, see the section entitled “Certain Relationships and Related Party Transactions.”

 

Summary Historical Operating Data of the Company and the Predecessors

 

The following table presents, for the three and six months ended June 30, 2021 and 2020, and the years ended December 31, 2020 and 2019, summary unaudited information regarding production and sales of oil, natural gas and NGLs for the Company and the Predecessors, as applicable.

 

7

 

 

See the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” in evaluating the material information below.

 

   

Successor

Six Months

Ended June 30, 2021

   

Predecessor Six

Months Ended

June 30, 2020 (1)

   

Successor

August 22

2020 through

December 31,

2020

   

Predecessor

from

January 1, 2020

through

August 21,

2020

   

Predecessors
Year Ended

December 31,

2019 (1)

 
                                         

Sales volumes:

                                       

Oil (MBbls)

    1,150       171       398       236       145  

Natural gas liquids (MBbls)

    72       17       18       20        

Natural gas (MMcf)

    321       66       112       87       139  

Total (MBoe)

    1,275       199       435       270       169  

Average sales price (excluding the effects of derivatives):

                                       

Oil (per Bbl)

  $ 62.50     $ 31.93     $ 40.15     $ 34.26     $ 53.96  

Natural gas liquids (per Bbl)

  $ 27.16     $ 10.13     $ 19.44     $ 9.31     $ n/a  

Natural gas (per Mcf)

  $ 2.55     $ 0.03     $ 1.45     $ 0.52     $ 1.92  

Total (per Boe)

  $ 58.01     $ 27.99     $ 37.74     $ 30.44     $ 48.13  

Average daily sales volumes:

                                       

Oil (Bbls/d)

    6,352       940       3,017       1,007       399  

Natural gas liquids (Bbls/d)

    399       93       134       86        

Natural gas (Mcf/d)

    1,771       363       849       373       380  

Average daily sales volumes (Boe/d)

    7,046       1,093       3,292       1,154       462  

Average unit costs per Boe:

                                       

Lease operating expenses

  $ 5.43     $ 21.13     $ 6.10     $ 18.03     $ 20.00  

Production and other taxes

  $ 3.30     $ 2.02     $ 2.04     $ 2.10     $ 2.66  

Depletion – oil and gas properties

  $ 23.38     $ 25.59     $ 22.73     $ 23.64     $ 25.32  

General and administrative expenses

  $ 2.65     $ 21.48     $ 6.39     $ 17.92     $ 51.49  

 


(1)

HighPeak I and HighPeak II contributed their subsidiaries which owned and operated substantially all of their oil and gas assets to HPK LP effective October 1, 2019. Therefore, for the year ended December 31, 2019 above, results represent the combined results of HPK LP for the period from August 28, 2019 to December 31, 2019 and for HighPeak I for the year ended December 31, 2019 (excluding HighPeak I’s equity in losses of HPK LP). For the three and six months ended June 30, 2020, results of the Company include the results of HPK LP.

 

8

 

 

Summary Historical and Pro Forma Financial Information of the Predecessors

 

The following table shows summary historical and pro forma financial information of the Company and the Predecessors for the periods and as of the dates indicated. The summary unaudited pro forma condensed combined financial information for the three and six months ended June 30, 2020 and the year ended December 31, 2020 combines the historical consolidated statement of operations of HighPeak Energy for the period from August 22, 2020 through December 31, 2020 and of Pure and HPK LP, for the period from January 1, 2020 through August 21, 2020, giving effect to the business combination and certain other transactions as if they had been completed on January 1, 2020. The summary unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this prospectus under the section entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of HighPeak Energy, Inc.”

 

Historical results are not necessarily indicative of future operating results. The summary consolidated and combined financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the historical and pro forma financial statements and accompanying notes included elsewhere in this prospectus.

 

   

Successor

Six

Months

Ended

June 30,

2021

   

Predecessor

Six

Months

Ended

June 30,

2020

   

Successor

Period

from

August 22,

2020

through

December

31, 2020

   

Predecessor

Period from

January 1,

2020

through

August 21,

2020

   

Predecessors

Year Ended

December 31,

2019

   

Pro Forma

Combined

Six

Months

Ended

June 30,

2020

   

Pro Forma

Combined

Year Ended

December

31, 2020

 
                                                         
                                                         

Statement of Operations Data:

                                                       

Operating Revenues:

                                                       

Crude oil sales

  $ 71,855     $ 5,462       15,988     $ 8,069     $ 7,849     $ 5,462     $ 24,057  

Natural gas and NGL sales

    2,132       105       412       154       266       105       566  

Total operating revenues

    73,987       5,567       16,400       8,223       8,115       5,567       24,623  
                                                         

Operating Costs and Expenses:

                                                       

Oil and natural gas production

    6,919       4,203       2,653       4,870       3,372       4,203       7,523  

Production and ad valorem taxes

    4,207       402       886       566       449       402       1,452  

Exploration and abandonments

    654       4       5,032       4       2,850       4       5,036  

Depletion, depreciation and amortization

    29,820       5,091       9,877       6,385       4,269       5,091       16,262  

Accretion of discount on asset retirement obligations

    72       69       51       89       72       69       140  

General and administrative

    3,376       4,273       2,775       4,840       8,682       4,373       7,743  

Stock-based compensation

    1,989             15,776                         15,776  

Total operating costs and expenses

    47,037       14,042       37,050       16,754       19,694       14,142       53,932  

 

9

 

 

   

Successor

Six

Months

Ended

June 30,

2021

   

Predecessor

Six

Months

Ended

June 30,

2020

   

Successor

Period

from

August 22,

2020

through

December

31, 2020

   

Predecessor

Period from

January 1,

2020

through

August 21,

2020

   

Predecessors

Year Ended

December 31,

2019

   

Pro Forma

Combined

Six

Months

Ended

June 30,

2020

   

Pro Forma

Combined

Year Ended

December

31, 2020

 
                                                         
                                                         

Income (loss) from operations

    26,950       (8,475

)

    (20,650

)

    (8,531

)

    (11,579

)

    (8,575 )     (29,309

)

Interest income

    1             6                         6  

Interest expense

    (206

)

          (8

)

                      (8

)

Derivative loss, net

    (13,596 )                                    

Other expense

    (127 )     (76,503

)

          (76,503

)

          (3 )     (3

)

Income (loss) before income taxes

    13,022       (84,978

)

    (20,652

)

    (85,034

)

    (11,579

)

    (8,578 )     (29,314

)

Income tax expense (benefit)

    2,535             (4,223

)

                (1,801 )     (6,030

)

Net income (loss)

  $ 10,487     $ (84,978

)

    (16,429

)

  $ (85,034

)

  $ (11,579

)

  $ (6,777 )   $ (23,284

)

                                                         

Cash Flow Data:

                                                       

Net cash provided by (used in) operating activities

  $ 47,280     $ (4,812 )     5,413     $ (4,102

)

  $ (772

)

  $ (4,912 )   $ 1,183  

Cash used in investing activities

  $ (76,867

)

  $ (65,619

)

    (71,939

)

  $ (67,886

)

  $ (51,434

)

  $ (65,619 )   $ (139,825

)

Cash provided by financing activities

  $ 22,877     $ 54,000       84,135     $ 51,220     $ 74,023     $ 54,000     $ 135,355  

 

 

 

   

As of June 30,

2021

   

As of

December 31,

2020

 

Balance Sheet Data:

               

Current assets

  $ 37,957     $ 33,295  

Oil and natural gas properties, net

    565,173       502,636  

Other property and equipment and other noncurrent assets, net

    1,293       1,999  

Total assets

  $ 604,423     $ 537,930  

Current liabilities

  $ 54,340     $ 22,435  

Long-term debt, net

    11,918        

Deferred income taxes

    41,432       38,898  

Asset retirement obligation

    2,965       2,293  

Other noncurrent liabilities

    26       78  

Stockholders’ equity

    493,742       474,226  

Total liabilities and stockholders’ equity

  $ 604,423     $ 537,930  

 


(1)

The year ended December 31, 2020 presented above shows the results of operations of HighPeak Energy from August 22, 2020 through December 31, 2020 and HPK LP from January 1, 2020 through August 21, 2020. It also shows the combined results of operations of HPK LP and HighPeak I for the year ended December 31, 2019 (HighPeak I’s results of operations data excludes its equity in losses of affiliate which is HighPeak I’s share of HPK LP’s net loss from the effective date of its contribution of subsidiaries to HPK LP, October 1, 2019 to December 31, 2019 which is the only activity on HighPeak I’s statement of operations during that period).

 

10

 

 

The Offering

 

Common stock offered by us

5,000,000 shares of HighPeak Energy common stock (or 5,750,000 shares of HighPeak Energy common stock if the underwriters exercise their option to purchase additional securities in full).

   

Common stock to be outstanding after this offering

97,743,677 shares of HighPeak Energy common stock (or 98,493,677 shares of HighPeak Energy common stock if the underwriters exercise their option to purchase additional securities in full).

   

Use of proceeds

We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $             million (or approximately $             million if the underwriters’ option to purchase additional shares of our common stock is exercised in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, which may include accelerating our drilling and development activities given the current commodity price environment and funding further acquisition and consolidation of bolt-on assets. See the section titled “Use of Proceeds” for additional information.

   

Listing and trading symbol

HighPeak Energy common stock and warrants are listed for trading on the Nasdaq under the symbols “HPK” and “HPKEW,” respectively. Further, the Company has applied to list the CVRs on the Nasdaq, and they are currently quoted on the OTC under the symbol “HPKER.” There is no assurance, however, that the CVRs will be listed on the Nasdaq.

   

Risk factors

You should carefully read and consider the information set forth under the heading “Risk Factors” on page 16 of this prospectus and all other information set forth in this prospectus before deciding to invest in our securities.

   

Affiliated purchasers

Certain of our existing stockholders, including the John Paul DeJoria Family Trust and Jack Hightower and entities affiliated with them, have indicated an interest in purchasing an aggregate of up to $10,000,000 in shares in this offering at the  public offering price per share. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, less or no shares in this offering to any of these persons or entities, or any of these persons or entities may determine to purchase more, less or no shares in this offering. The underwriters will receive a reduced underwriting discount on any shares purchased by these persons or entities as compared to any other shares sold to the public in this offering.

 

11

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The information in this prospectus includes “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included in this prospectus, regarding HighPeak Energy’s future financial performance following the business combination, strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, HighPeak Energy disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. HighPeak Energy cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of HighPeak Energy, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids.

 

In addition, HighPeak Energy cautions you that the forward-looking statements regarding HighPeak Energy, which are contained in this prospectus, are subject to the following factors:

 

 

the length, scope and severity of the ongoing coronavirus disease 2019 (“COVID-19”) pandemic, including the effects of related public health concerns and the impact of continued actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices, supply and demand considerations and storage capacity;

 

 

U.S. and global economic conditions and political and economic developments, including the effects of the recent U.S. presidential and congressional elections on energy and environmental policies;

 

 

the supply and demand for, and the market prices of, oil, natural gas, NGLs and other products or services;

 

 

production and reserve levels;

 

 

drilling risks;

 

 

economic and competitive conditions;

 

 

the availability of capital resources;

 

 

capital expenditures and other contractual obligations;

 

 

weather conditions;

 

 

inflation rates;

 

 

the availability of goods and services;

 

 

legislative, regulatory or policy changes;

 

 

cyber-attacks;

 

 

occurrence of property acquisitions or divestitures;

 

 

the integration of acquisitions; and

 

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the securities or capital markets and related risks such as general credit, liquidity, market and interest-rate risks.

 

Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” herein and in HighPeak Energy’s periodic filings with the SEC. HighPeak Energy’s SEC Filings are available publicly on the SEC’s website at www.sec.gov.

 

SUMMARY RISK FACTORS

 

 

We are providing the following summary of the risk factors contained in this prospectus to enhance the readability and accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the full risk factors contained under the section entitled “Risk Factors” in this prospectus in their entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from recent results or from our anticipated future results.

 

Risks Related to Our Business

 

 

Oil, natural gas and NGL prices are volatile. Sustained periods of low, or declines in, oil, natural gas and NGL prices could adversely affect HighPeak Energy’s business, financial condition and results of operations and its ability to meet its capital expenditure obligations and other financial commitments.

 

HighPeak Energy’s development projects and acquisitions will require substantial capital expenditures. HighPeak Energy may be unable to obtain required capital or financing on satisfactory terms, which could reduce its ability to access or grow production and reserves.

 

The ongoing outbreak of COVID-19 and other pandemic outbreaks could negatively impact HighPeak Energy’s business and results of operations.

 

The marketability of HighPeak Energy’s production is dependent upon transportation, storage and other facilities, certain of which it does not control. If these facilities are unavailable, HighPeak Energy’s operations could be interrupted, and its revenues reduced.

 

Certain factors could require HighPeak Energy to write-down the carrying values of its properties, including commodity prices decreasing to a level such that future undiscounted cash flows from its properties are less than their carrying value.

 

Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect HighPeak Energy’s business, financial condition or results of operations.

 

Restrictions in HighPeak Energy’s Revolving Credit Facility and any future debt agreements could limit HighPeak Energy’s growth and ability to engage in certain activities.

 

Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of reserves.

 

HighPeak Energy is not the operator on all of its acreage or drilling locations, and, therefore, HighPeak Energy is not able to control the timing of exploration or development efforts, associated costs or the rate of production of any non-operated assets, and could be liable for certain financial obligations of the operators or any of its contractors, to the extent such operator or contractor is unable to satisfy such obligations.

 

The HighPeak Assets are located in the north eastern Midland Basin, making HighPeak Energy vulnerable to risks associated with operating in a limited geographic area.

 

HighPeak Energy may incur losses as a result of title defects in the properties in which it invests.

 

The development of estimated PUDs may take longer and may require higher levels of capital expenditures than anticipated. Therefore, estimated PUDs may not be ultimately developed or produced.

 

Unless HighPeak Energy replaces its reserves with new reserves and develops those new reserves, its reserves and production will decline, which would adversely affect future cash flows and results of operations.

 

Conservation measures and technological advances could reduce or slow the demand for oil and natural gas.

 

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HighPeak Energy depends upon a small number of significant purchasers for the sale of most of its oil, natural gas and NGL production. The loss of one or more of such purchasers could, among other factors, limit HighPeak Energy’s access to suitable markets for the oil, natural gas and NGLs it produces.

 

HighPeak Energy’s operations may be exposed to significant delays, costs and liabilities as a result of environmental and occupational health and safety requirements applicable to its business activities.

 

HighPeak Energy may incur substantial losses and be subject to substantial liability claims as a result of operations. Additionally, HighPeak Energy may not be insured for, or insurance may be inadequate to protect HighPeak Energy against, these risks.

 

HighPeak Energy may be unable to make additional attractive acquisitions or successfully integrate acquired businesses with its current assets, and any inability to do so may disrupt its business and hinder its ability to grow.

 

Certain of HighPeak Energy’s properties are subject to land use restrictions, which could limit the manner in which HighPeak Energy conducts business.

 

The unavailability or high cost of drilling rigs, equipment, supplies, personnel, frac crews and oilfield services could adversely affect HighPeak Energy’s ability to execute its development plans within its budget and on a timely basis.

 

Should our operators fail to comply with all applicable regulatory agency administered statutes, rules, regulations and orders, our operators could be subject to substantial penalties and fines.

 

The operations of HighPeak Energy are subject to a variety of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which HighPeak Energy may conduct oil and natural gas exploration and production activities and reduce demand for the oil and natural gas HighPeak Energy produces.

 

Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of oil and natural gas wells and adversely affect HighPeak Energy’s production.

 

Legislation or regulatory initiatives intended to address seismic activity could restrict HighPeak Energy’s drilling and production activities, as well as HighPeak Energy’s ability to dispose of produced water gathered from such activities, which could have a material adverse effect on its future business.

 

Restrictions on drilling activities intended to protect certain species of wildlife may adversely affect HighPeak Energy’s ability to conduct drilling activities in areas where it operates.

 

There are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm HighPeak Energy’s business may occur and not be detected.

 

HighPeak Energy’s business could be adversely affected by security threats, including cyber-security threats, and related disruptions.

 

Risks Related to this Offering and Ownership of Our Common Stock

 

 

The HighPeak Group, including the Principal Stockholder Group, has significant influence over HighPeak Energy.

 

HighPeak Energy’s only significant asset is its ownership of 100% of the operating companies acquired in the business combination, and such ownership may not be sufficient to pay dividends on its common stock or satisfy its other financial obligations.

 

Because HighPeak Energy has a limited operating history, it may be difficult to evaluate its ability to successfully implement its business strategy.

 

The unaudited pro forma condensed combined consolidated financial information included in this prospectus may not be indicative of what our actual financial position or results of operations would have been.

 

HighPeak Energy is a “controlled company” within the meaning of Nasdaq rules and qualifies for exemptions from certain corporate governance requirements. As a result, you do not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements.

 

HighPeak Energy may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on HighPeak Energy’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

 

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A significant portion of HighPeak Energy’s total outstanding shares are held in escrow for benefit of the CVR Holders and are restricted from immediate sale but may be sold into the market subsequent to the CVR Maturity Date. This could cause the market price of HighPeak Energy common stock to drop significantly, even if HighPeak Energy’s business is doing well.

 

There can be no assurance that HighPeak Energy common stock issued will remain listed on the Nasdaq, or that HighPeak Energy will be able to comply with the continued listing standards of the Nasdaq.

 

HighPeak Energy takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, which could make HighPeak Energy’s common stock less attractive to investors and may make it more difficult to compare its performance with other public companies.

 

Our management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.

 

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RISK FACTORS

 

The risk factors discussed herein are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of HighPeak Energy. You should carefully consider the following risk factors in addition to the other information included in this prospectus, including matters addressed in the section entitled Cautionary Note Regarding Forward-Looking Statements. HighPeak Energy may face additional risks and uncertainties that are not presently known, or that HighPeak Energy currently deems immaterial, which may also impair its business or financial condition. The following discussion should be read in conjunction with the financial statements and the notes to the financial statements included in this prospectus.

 

Risks Related to Our Business

 

Oil, natural gas and NGL prices are volatile. Sustained periods of low, or declines in, oil, natural gas and NGL prices could adversely affect HighPeak Energys business, financial condition and results of operations and its ability to meet its capital expenditure obligations and other financial commitments.

 

The prices HighPeak Energy receives for its oil, natural gas and NGL production heavily influence its revenue, profitability, access to capital, future rate of growth and the carrying value of its properties. The markets for oil and natural gas have been volatile historically and are likely to remain volatile in the future. For example, during the period from January 1, 2018 through June 30, 2021, the calendar month average NYMEX WTI crude oil price per Bbl ranged from a low of $16.70 to a high of $71.35, and the last trading day NYMEX natural gas price per MMBtu ranged from a low of $1.50 to a high of $4.72. For the month of April 2020, the calendar month average NYMEX WTI crude oil price was $16.70 per Bbl, and the last trading day NYMEX natural gas price was $1.63 per MMBtu. The fall in prices was a result of Organization of Petroleum Exporting Countries and other oil producing nations (“OPEC+”) being unable to reach an agreement on production levels for crude oil, which resulted in Saudi Arabia and Russia initiating efforts to increase production. The convergence of these events, along with the significantly reduced demand because of the COVID-19 pandemic, created an unprecedented global oil and natural gas supply and demand imbalance, reduced global oil and natural gas storage capacity, caused oil and natural gas prices to decline significantly and resulted in continued volatility in oil, natural gas and NGL prices into the second quarter of 2020. In April 2020, extreme shortages of transportation and storage capacity caused the NYMEX WTI front month oil price for May 2020 delivery to drop to -$37.63 per barrel on the second to last day of the trading period for the contract. This single day of negative pricing resulted from the holders of expiring May 2020 oil purchase contracts being unable or unwilling to take physical delivery of crude oil and accordingly forced to make payments to purchasers of such contracts to transfer the corresponding purchase obligations. Prices have recovered from their April lows, with the calendar month average NYMEX WTI crude oil price of $71.35 per Bbl and the last trading day NYMEX natural gas price of $2.98 per MMBtu for the month of June 2021. However, there can be no certainty that commodity prices will sustain at these levels or continue to increase.

 

Likewise, NGLs, which are made up of ethane, propane, isobutane, normal butane, and natural gasoline, each of which has different uses and pricing characteristics, have also fluctuated widely during this period. The prices HighPeak Energy receives for its production, and the levels of HighPeak Energy’s production, will depend on numerous factors beyond HighPeak Energy’s control, which include the following:

 

 

worldwide and regional economic conditions impacting the global supply and demand for oil, natural gas and NGLs;

 

 

the price and quantity of foreign imports of oil, natural gas and NGLs;

 

 

domestic and global political and economic conditions, socio-political unrest and instability, terrorism or hostilities in or affecting other producing regions or countries, including the Middle East, Africa, South America and Russia;

 

 

the occurrence or threat of epidemic or pandemic diseases, such as the recent and ongoing outbreak of COVID-19, or any government response to such occurrence or threat;

 

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actions of the Organization of the Petroleum Exporting Countries (“OPEC”), its members and other state-controlled oil companies relating to oil price and production controls;

 

 

the level of global exploration, development and production;

 

 

the level of global inventories;

 

 

prevailing prices on local price indexes in the areas in which HighPeak Energy operates;

 

 

the proximity, capacity, cost and availability of gathering and transportation facilities;

 

 

localized and global supply and demand fundamentals and transportation availability;

 

 

the cost of exploring for, developing, producing and transporting reserves;

 

 

weather conditions and natural disasters;

 

 

technological advances affecting energy consumption;

 

 

the price and availability of alternative fuels;

 

 

expectations about future commodity prices; and

 

 

U.S. federal, state and local and non-U.S. governmental regulation and taxes.

 

Lower commodity prices may reduce HighPeak Energy’s cash flow and borrowing ability. If HighPeak Energy is unable to obtain needed capital or financing on satisfactory terms, its ability to develop future reserves could be adversely affected. Also, using lower prices in estimating proved reserves may result in a reduction in proved reserve volumes due to economic limits. In addition, sustained periods with lower oil and natural gas prices may adversely affect drilling economics and HighPeak Energy’s ability to raise capital, which may require it to re-evaluate and postpone or eliminate its development program, and result in the reduction of some proved undeveloped reserves and related standardized measure. If HighPeak Energy is required to curtail its drilling program, HighPeak Energy may be unable to hold leases that are scheduled to expire, which may further reduce reserves. As a result, a substantial or extended decline in commodity prices may materially and adversely affect HighPeak Energy’s future business, financial condition, results of operations, liquidity and ability to finance planned capital expenditures.

 

HighPeak Energys development projects and acquisitions will require substantial capital expenditures. HighPeak Energy may be unable to obtain required capital or financing on satisfactory terms, which could reduce its ability to access or grow production and reserves.

 

The oil and natural gas industry is capital-intensive. HighPeak Energy has evaluated multiple development scenarios under multiple potential commodity price assumptions. Under its two-rig development scenario, HighPeak Energy would expect to incur approximately $210 to $225 million of capital expenditures for drilling, completion, facilities and equipping costs and $35 to $45 million for field infrastructure, land and other costs during 2021, and HighPeak Energy has spent approximately $92.0 million of capital expenditures through June 30, 2021. The ability to make these capital expenditures will be highly dependent on the price of oil and available funding of HighPeak Energy. Commodity prices have already recovered from their April 2020 lows, with the calendar month average NYMEX WTI price of $71.35 per Bbl and last trading day NYMEX natural gas price of $2.98 per MMBtu for the month of June 2021 and HighPeak Energy ran a one-rig program since September 2020 and increased to a two-rig program beginning in July 2021. However, HighPeak Energy recognizes that commodity prices remain highly volatile and that its liquidity is limited, and as a result, there is no certainty that HighPeak Energy will operate a two-rig development program in the future.

 

HighPeak Energy expects to fund its forecasted capital expenditures with cash on its balance sheet, including proceeds from this offering, cash generated by operations and through borrowings under its Revolving Credit Facility. For terms of the Revolving Credit Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity.”

 

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Cash flows from operations are subject to significant uncertainty. As a result, the amount of liquidity that HighPeak Energy will have in the future is uncertain.

 

HighPeak Energy’s financing needs may require it to alter or increase its capitalization substantially through the issuance of debt or equity securities or the sale of assets. The issuance of additional indebtedness would require that an additional portion of cash flow from operations be used for the payment of interest and principal on its indebtedness, thereby further reducing its ability to use cash flow from operations to fund working capital, capital expenditures and acquisitions. The issuance of additional equity securities would be dilutive to existing stockholders. The actual amount and timing of future capital expenditures may differ materially from estimates as a result of, among other things: commodity prices; actual drilling results; the availability of drilling rigs and other services and equipment; and regulatory, technological and competitive developments. A reduction in commodity prices from current levels may result in a decrease in actual capital expenditures, which would negatively impact HighPeak Energy’s ability to grow production.

 

HighPeak Energy’s cash flow from operations and access to capital are subject to a number of variables, including:

 

 

the prices at which HighPeak Energy’s production is sold;

 

 

proved reserves;

 

 

the amount of hydrocarbons HighPeak Energy is able to produce from its wells;

 

 

HighPeak Energy’s ability to acquire, locate and produce new reserves;

 

 

the amount of HighPeak Energy’s operating expenses;

 

 

cash settlements from HighPeak Energy’s derivative activities;

 

 

HighPeak Energy’s ability to obtain additional debt financing, including increases to the Revolving Credit Facility;

 

 

the duration of economic uncertainty surrounding the COVID-19 pandemic;

 

 

the duration and uncertainty of OPEC+’s agreement not to increase production above agreed levels and the compliance by its members with their respective production quotas during the term of the agreement;

 

 

HighPeak Energy’s ability to obtain storage capacity for the oil it produces;

 

 

restrictions in the instruments governing HighPeak Energy’s debt on HighPeak Energy’s ability to incur additional indebtedness; and

 

 

HighPeak Energy’s ability to access the public or private capital markets.

 

Should HighPeak Energy’s revenues or the borrowing base under the Revolving Credit Facility decrease as a result of lower oil, natural gas and NGL prices, operational difficulties, declines in reserves or for any other reason, HighPeak Energy may have limited ability to obtain the capital necessary to sustain operations at expected levels. If additional capital is needed, HighPeak Energy may not be able to obtain debt or equity financing on terms acceptable to it, if at all. If cash flow generated by HighPeak Energy’s operations or available debt financing, including borrowings under the Revolving Credit Facility, are insufficient to meet its capital requirements, the failure to obtain additional financing could result in a curtailment of the development of HighPeak Energy’s properties, which in turn could lead to a decline in reserves and production and could materially and adversely affect HighPeak Energy’s business, financial condition and results of operations. If HighPeak Energy seeks and obtains additional financing, subject to the restrictions in the instruments governing its existing debt, the addition of new debt to existing debt levels could intensify the operational risks that HighPeak Energy will face. Further, adding new debt could limit HighPeak Energy’s ability to service existing debt service obligations.

 

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The ongoing outbreak of COVID-19 and other pandemic outbreaks could negatively impact HighPeak Energys business and results of operations.

 

HighPeak Energy may face additional risks related to the ongoing COVID-19 pandemic or other future pandemic outbreaks. International, federal, state and local public health and governmental authorities took extraordinary and wide-ranging actions to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world, including mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. While some of these restrictions have been lifted in many countries, including the United States, to the extent the COVID-19 outbreak worsens, governments may reimpose similar restrictions. The extent to which the COVID-19 outbreak or any other pandemic outbreak impacts HighPeak Energy’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

 

For example, prices decreased to a level in April 2020 that caused HighPeak Energy to halt its drilling program and to curtail a substantial portion of its existing production, as well. However, prices have since increased and HighPeak Energy management began returning wells to production in mid-July 2020. Commodity prices have already recovered from their April 2020 lows, with the calendar month average NYMEX WTI price of $62.36 per Bbl and last trading day NYMEX natural gas price of $2.85 per MMBtu for the month of March 2021. However, HighPeak Energy recognizes that commodity prices remain highly volatile and that its liquidity may be limited, and as a result, there is no certainty that HighPeak Energy will operate a two-rig drilling program in the future.

 

The marketability of HighPeak Energys production is dependent upon transportation, storage and other facilities, certain of which it does not control. If these facilities are unavailable, in whole or in part, HighPeak Energys operations could be interrupted, and its revenues reduced.

 

The marketability of HighPeak Energy’s oil and natural gas production depends in part upon the availability, proximity and capacity of transportation, processing and storage facilities owned and operated by third parties. Any significant interruption in service from, damage to, or lack of available capacity in these systems and facilities may result in the shutting-in of producing wells or the delay or discontinuance of development plans for our properties. Federal and state regulation of oil, gas and NGL production and transportation, tax and energy policies, changes in supply and demand, pipeline pressures, damage to or destruction of pipelines or processing facilities, infrastructure or capacity constraints, and general economic conditions could adversely affect our ability to produce, gather, process, transport or market oil, gas and NGLs. In addition, even if these systems and facilities remain open generally, certain quality specifications implemented thereby may restrict our ability to utilize such systems and facilities. Further, insufficient production from wells to support the construction of pipeline facilities by purchasers or a significant disruption in the availability of HighPeak Energy’s or third-party transportation facilities or other production facilities could adversely impact HighPeak Energy’s ability to deliver to market or produce oil and natural gas and thereby cause a significant interruption in HighPeak Energy’s operations. If, in the future, HighPeak Energy is unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounters production related difficulties, it may be required to shut in or curtail production. Any such shut-in or curtailment, or an inability to obtain favorable terms for delivery of the oil and natural gas produced from HighPeak Energy’s fields, would materially and adversely affect its financial condition and results of operations.

 

Production may be interrupted, or shut in, from time to time for numerous reasons, including as a result of weather conditions, accidents, loss of pipeline, gathering, processing or transportation system access or capacity, field labor issues or strikes, or we might voluntarily curtail production in response to market or other conditions. If a substantial amount of our production is interrupted at the same time, it could adversely affect our cash flows and results of operations.

 

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Certain factors could require HighPeak Energy to shut-in production or cease its capital expenditure program.

 

During 2020, the reduction in global demand caused by COVID-19, coupled with the recent actions of foreign oil producers such as Saudi Arabia and Russia, materially decreased global crude oil prices and generated a surplus of oil. This significant surplus created a saturation of storage and caused imminent crude storage constraints, which led to, and in the future may further lead to the shut-in of production of our wells due to lack of sufficient markets or lack of availability and capacity of processing, gathering, storing and transportation systems. Additionally, several state oil and gas authorities, including the Texas Railroad Commission, implemented or considered implementing oil and gas production limits in an effort to stabilize declining commodity prices. To the extent adopted, such production limits could not only reduce our revenue, but also, if wells are required to be shut-in for extended periods of time due to such production limits, result in expenditures related to well plugging and abandonment. Cost increases necessary to bring wells back online may be significant enough that such wells would become uneconomic at low commodity price levels, which may lead to decreases in HighPeak Energy’s proved reserve estimates and potential impairments and associated charges to its earnings. HighPeak Energy curtailed the majority of its production in April 2020. However, prices have since increased, and HighPeak Energy management began returning its wells to production in mid-July 2020. As of June 30, 2021, HighPeak Energy was running a one-rig program and increased its development plan to a two-rig program in July 2021 with plans to continue that program for at least the remainder of 2021. HighPeak Energy will continue to monitor the extent by which prices continue to increase and/or stabilize as we execute our capital expenditure program. Any shut in or curtailment of the oil, natural gas and NGLs produced from HighPeak Energy’s fields could adversely affect its financial condition and results of operations.

 

Certain factors could require HighPeak Energy to write-down the carrying values of its properties, including commodity prices decreasing to a level such that future undiscounted cash flows from its properties are less than their carrying value.

 

Accounting rules require that HighPeak Energy periodically review the carrying value of its properties for possible impairment. Based on prevailing commodity prices and specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, HighPeak Energy may be required to write-down the carrying value of its properties. A write-down constitutes a non-cash impairment charge to earnings. Historically, oil, natural gas and NGL prices have been volatile. For example, during the period from January 1, 2018 through June 30, 2021, the calendar month average NYMEX WTI crude oil price per Bbl ranged from a low of $16.70 to a high of $71.35, and the last trading day NYMEX natural gas price per MMBtu ranged from a low of $1.50 to a high of $4.72.

 

Likewise, NGLs, which are made up of ethane, propane, isobutane, normal butane and natural gasoline, each of which has different uses and pricing characteristics, have also fluctuated widely during this period.

 

Sustained levels of depressed commodity prices, or further decreases, in the future could result in impairments of HighPeak Energy’s properties, which could have a material adverse effect on results of operations for the periods in which such charges are taken. HighPeak Energy could experience material write-downs as a result of lower commodity prices or other factors, including low production results or high lease operating expenses, capital expenditures or transportation fees.

 

Part of HighPeak Energys business strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.

 

HighPeak Energy’s operations involve utilizing some of the latest drilling and completion techniques as developed by HighPeak Energy and its service providers. The difficulties HighPeak Energy may face drilling horizontal wells may include, among others:

 

 

landing its wellbore in the desired drilling zone;

 

 

staying in the desired drilling zone while drilling horizontally through the formation;

 

 

running its casing the entire length of the wellbore; and

 

 

being able to run tools and other equipment consistently through the horizontal wellbore.

 

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Difficulties that HighPeak Energy may face while completing its wells include the following, among others:

 

 

the ability to fracture stimulate the planned number of stages;

 

 

the ability to run tools the entire length of the wellbore during completion operations; and

 

 

the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.

 

Use of new technologies may not prove successful and could result in significant cost overruns or delays or reductions in production, and, in extreme cases, the abandonment of a well. In addition, certain of the new techniques HighPeak Energy adopts may cause irregularities or interruptions in production due to offset wells being shut in and the time required to drill and complete multiple wells before any such wells begin producing. Furthermore, the results of drilling in new or emerging formations are more uncertain initially than drilling results in areas that are more developed and have a longer history of established production. Newer and emerging formations and areas have limited or no production history and, consequently, HighPeak Energy may be more limited in assessing future drilling results in these areas. If its drilling results are less than anticipated, the return on investment for a particular project may not be as attractive as anticipated, and HighPeak Energy could incur material write-downs of unevaluated properties and the value of undeveloped acreage could decline in the future.

 

For example, potential complications associated with the new drilling and completion techniques that HighPeak Energy intends to utilize may cause HighPeak Energy to be unable to develop its assets in line with current expectations and projections. Further, recent well results may not be indicative of HighPeak Energy’s future well results.

 

Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect HighPeak Energys business, financial condition or results of operations.

 

HighPeak Energy’s future financial condition and results of operations will depend on the success of its development, production and acquisition activities, which are subject to numerous risks beyond its control, including the risk that drilling will not result in commercially viable oil and natural gas production.

 

HighPeak Energy’s decisions to develop or purchase prospects or properties will depend, in part, on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, which are often inconclusive or subject to varying interpretations. For a discussion of the uncertainty involved in these processes, see “—Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of reserves.” In addition, the cost of drilling, completing and operating wells will often be uncertain.

 

Further, many factors may curtail, delay or cancel scheduled drilling operations, including:

 

 

delays imposed by, or resulting from, compliance with regulatory requirements, including limitations on wastewater disposal, emission of greenhouse gases (“GHGs”) and hydraulic fracturing;

 

 

pressure or irregularities in geological formations;

 

 

shortages of or delays in obtaining equipment and qualified personnel or in obtaining water for hydraulic fracturing activities;

 

 

equipment failures, accidents or other unexpected operational events;

 

 

lack of available gathering facilities or delays in construction of gathering facilities;

 

 

lack of available capacity on interconnecting transmission pipelines;

 

 

lack of availability of water and electricity;

 

 

adverse weather conditions;

 

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issues related to compliance with environmental regulations;

 

 

environmental hazards, such as oil and natural gas leaks, oil spills, pipeline and tank ruptures and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the surface and subsurface environment;

 

 

declines in oil and natural gas prices;

 

 

limited availability of financing on acceptable terms;

 

 

title issues; and

 

 

other market limitations in HighPeak Energy’s industry.

 

We have entered into certain long-term contracts that require us to pay fees to our service providers based on minimum volumes regardless of actual volume throughput and that may limit our ability to use other service providers.

 

From time to time, HighPeak Energy has entered into and may in the future enter into certain oil, natural gas or produced water gathering or transportation agreements, natural gas processing agreements, NGL transportation agreements, produced water disposal agreements or similar commercial arrangements with midstream companies. Certain of these agreements require HighPeak Energy to meet minimum volume commitments, often regardless of actual throughput.

 

The Company has committed to deliver 3.0 MMBbls of produced water for disposal with a third-party salt-water disposal company between July 24, 2020 and July 24, 2022.  As of June 30, 2021, the Company has delivered approximately 1.7 MMBbls under the contract.  The contract requires a payment for any volumes not delivered should the Company not perform under the agreements, indicating a remaining monetary commitment of approximately $603,000 as of June 30, 2021.  Given the production levels coupled with the wells planned to come on production during the remainder of 2021 and in to 2022, the Company expects to meet the volume commitment under this agreement.

 

In May 2021, the Company entered into a crude oil marketing contract with Lion Oil Trading & Transportation, LLC (“Lion”) as the purchaser and DKL Permian Gathering, LLC (“DKL”) as the gatherer and transporter.  The contract includes the Company’s current and future crude oil production from its horizontal wells in Flat Top where DKL will construct an oil gathering system and custody transfer meters to all the Company’s central tank batteries.  The contract contains a minimum volume commitment commencing October 2021 based on the gross barrels delivered at the Company’s central tank battery facilities and is 5,000 Bopd for the first year, 7,500 Bopd for the second year and 10,000 Bopd for the remaining eight years of the contract.  However, the Company has the ability under the contract to cumulatively bank excess volumes delivered to offset future minimum volume commitments.  The monetary commitment at June 30, 2021 was $25.4 million. The Company believes it will meet the minimum volume commitment based on the Company’s current gross production levels and the current Flat Top development plan.

 

If HighPeak Energy has insufficient production to meet the minimum volume commitments under any of these agreements, HighPeak Energy’s cash flow from operations will be reduced, which may require HighPeak Energy to reduce or delay its planned investments and capital expenditures, or seek alternative means of financing, all of which may have a material adverse effect on HighPeak Energy’s results of operation.

 

To the extent HighPeak Energy borrows funds under its Revolving Credit Facility, HighPeak Energy may not be able to generate sufficient cash to service all its indebtedness and may be forced to take other actions to satisfy its debt obligations that may not be successful.

 

HighPeak Energy entered into a Revolving Credit Facility and may seek other debt financing sources. As of June 30, 2021, HighPeak Energy had $14.0 million in outstanding borrowings and $109.1 million of availability under its Revolving Credit Facility. In June 2021, the Company entered into the First Amendment, to among other things, (i) complete the semi-annual borrowing base redetermination process, which increased the borrowing base from $40.0 million to $125.0 million and (ii) modify the terms of the Revolving Credit Agreement to increase the aggregate elected commitments from $20.0 million to $125.0 million.  We have borrowed or expect to borrow under our Revolving Credit Facility to fund general corporate purposes, which may include accelerating our drilling and development activities given the current commodity price environment and funding further acquisition and consolidation of bolt-on assets. Based on signed purchase agreements for bolt-on acquisitions and our capital budget for the remaining six (6) months of the year, we expect to spend an approximate additional $210 million to $235 million on acquisitions and capital expenditures in the last six months of 2021 and have borrowed or expect to borrow under our Revolving Credit Facility to fund a portion of these amounts. HighPeak Energy’s ability to make scheduled payments on or to refinance its indebtedness obligations under the Revolving Credit Facility, or other debt financing sources HighPeak Energy decides to utilize, will depend on HighPeak Energy’s financial condition and operating performance, which are subject to prevailing economic and competitive conditions, industry cycles and certain financial, business and other factors affecting HighPeak Energy’s operations, many of which are beyond HighPeak Energy’s control. HighPeak Energy may not be able to maintain a level of cash flow from operating activities sufficient to permit HighPeak Energy to pay the principal, premium, if any, and interest on its indebtedness.

 

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If HighPeak Energy’s cash flow and capital resources are insufficient to fund debt service obligations, HighPeak Energy may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance existing indebtedness. HighPeak Energy’s ability to restructure or refinance indebtedness will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of indebtedness may be at higher interest rates and may require HighPeak Energy to comply with more onerous covenants, which could further restrict business operations. The terms of the Revolving Credit Facility and HighPeak Energy’s future debt instruments may restrict it from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on outstanding indebtedness on a timely basis may result in a reduction of HighPeak Energy’s credit rating, which could harm its ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, HighPeak Energy could face substantial liquidity problems and might be required to dispose of material assets or operations to meet debt service and other obligations. The Revolving Credit Facility limits, and any other debt financing HighPeak Energy enters into may limit, HighPeak Energy’s ability to dispose of assets and use the proceeds from such dispositions. HighPeak Energy may not be able to consummate those dispositions, and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit HighPeak Energy to meet scheduled debt service obligations.

 

Restrictions in HighPeak Energys Revolving Credit Facility and any future debt agreements could limit HighPeak Energys growth and ability to engage in certain activities.

 

The terms and conditions governing HighPeak Energy’s Revolving Credit Facility currently, and any future additional indebtedness is expected to:

 

 

require HighPeak Energy to dedicate a portion of cash flow from operations to service its debt, thereby reducing the cash available to finance operations and other business activities and could limit its flexibility in planning for or reacting to changes in its business and the industry in which it operates;

 

 

increase vulnerability to economic downturns and adverse developments in HighPeak Energy’s business;

 

 

place restrictions on HighPeak Energy’s ability to engage in certain business activities, including without limitation, to raise capital, obtain additional financing (whether for working capital, capital expenditures or acquisitions) or to refinance indebtedness, grant or incur liens on assets, pay dividends or make distributions in respect of its capital stock, make investments, amend or repay subordinated indebtedness, sell or otherwise dispose of assets, businesses or operations and engage in business combinations or other fundamental changes;

 

 

potentially place HighPeak Energy at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size or less restrictive terms governing their indebtedness; and

 

 

limit management’s discretion in operating HighPeak Energy’s business.

 

HighPeak Energy’s ability to meet its expenses and its current and future debt obligations and comply with the covenants and restrictions contained therein will depend on its future performance, which will be affected by financial, business, economic, industry, regulatory and other factors, many of which are beyond HighPeak Energy’s control. If market or other economic conditions deteriorate, HighPeak Energy’s ability to comply with these covenants may be impaired. HighPeak Energy cannot be certain that its cash flow will be sufficient to enable it to pay the principal and interest on its debt and meet its other obligations. If HighPeak Energy does not have enough money, HighPeak Energy may be required to refinance all or part of its debt, sell assets, borrow more money or raise equity. HighPeak Energy may not be able to refinance its debt, sell assets, borrow more money or raise equity on terms acceptable to it, or at all. For example, HighPeak Energy’s future debt agreements may require the satisfaction of certain conditions, including coverage and leverage ratios, to borrow money. HighPeak Energy’s future debt agreements may also restrict the payment of dividends and distributions by certain of its subsidiaries to it, which could affect its access to cash. In addition, HighPeak Energy’s ability to comply with the financial and other restrictive covenants in the agreements governing its indebtedness will be affected by the levels of cash flow from operations and future events and circumstances beyond HighPeak Energy’s control. Breach of these covenants or restrictions will result in a default under HighPeak Energy’s financing arrangements, which if not cured or waived, would permit the lenders to accelerate all indebtedness outstanding thereunder. Upon acceleration, the debt would become immediately due and payable, together with accrued and unpaid interest, and any lenders’ commitment to make further loans to HighPeak Energy may terminate. Even if new financing were then available, it may not be on terms that are acceptable to HighPeak Energy. Additionally, upon the occurrence of an event of default under HighPeak Energy’s financing agreements, the affected lenders may exercise remedies, including through foreclosure, on the collateral securing any such secured financing arrangements. Moreover, any subsequent replacement of HighPeak Energy’s financing arrangements may require it to comply with more restrictive covenants which could further restrict business operations.

 

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Our Revolving Credit Facility is subject to LIBOR rates, which is scheduled to be phased out in 2021. In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. At the present time, our Revolving Credit Facility is subject to LIBOR rates but has a term that extends beyond the end of 2021 when LIBOR will be phased out. In response to phase out of LIBOR, the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York convened the Alternative Reference Rates Committee (“ARRC”) to identify alternatives to LIBOR. ARRC selected the secured overnight financing rate (SOFR) as the preferred alternative reference rate to LIBOR. We have made technical updates to the Revolving Credit Facility to incorporate Term SOFR (as defined therein) as the initial benchmark replacement rate and to address further benchmark replacement rates. The adoption of SOFR, or any other alternative benchmark rate, may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on the Revolving Credit Facility if LIBOR was available in its current form. Further, the same costs and risks that may lead to the discontinuation or unavailability of LIBOR may make one or more of the alternative methods impossible or impracticable to determine. At this time, it is not possible to predict the effect of the establishment of any alternative benchmark rate(s), including SOFR. Any new benchmark rate will likely not replicate LIBOR exactly, and any changes to benchmark rates may have an uncertain impact on our cost of funds and we are currently evaluating the potential impact of eventual replacement of the LIBOR interest rate.

 

Any significant reduction in HighPeak Energys borrowing base under the Revolving Credit Facility as a result of periodic borrowing base redeterminations or otherwise may negatively impact HighPeak Energys ability to fund its operations.

 

As of June 30, 2021, HighPeak Energy had a borrowing base and aggregate elected commitments of $125.0 million with respect to its Revolving Credit Facility. In June 2021, the Company entered into the First Amendment to, among other things, (i) complete the semi-annual borrowing base redetermination process, which increased the borrowing base from $40.0 million to $125.0 million and (ii) modify the terms of the Revolving Credit Agreement to increase the aggregate elected commitments from $20.0 million to $125.0 million. The Revolving Credit Facility limits the amounts HighPeak Energy can borrow up to the lesser of (i) the aggregate elected commitments of the lenders and (ii) a borrowing base amount, which the lenders will in good faith periodically redetermine, in accordance with their respective usual and customary oil and gas lending criteria, based upon the loan value of the proved oil and gas reserves located within the geographic boundaries of the United States included in the most recent reserve report provided to the lenders.

 

The Revolving Credit Facility requires scheduled semi-annual borrowing base redeterminations based on updated reserve reports. Additionally, the borrowing base is subject to unscheduled reductions due to certain issuances of new junior lien indebtedness, unsecured indebtedness or subordinated indebtedness, certain sales or acquisitions of borrowing base properties or early monetizations or terminations of certain hedge or swap positions. A reduced borrowing base could render HighPeak Energy unable to access adequate funding under the Revolving Credit Facility. Additionally, if the aggregate amount outstanding under the Revolving Credit Facility exceeds the borrowing base at any time, HighPeak Energy would be required to repay any indebtedness in excess of the borrowing base or to provide mortgages on additional borrowing base properties to eliminate such excess. As a result of a mandatory prepayment and/or reduced access to funds under the Revolving Credit Facility, HighPeak Energy may be unable to implement its drilling and development plan, make acquisitions or otherwise carry out business plans, which would have a material adverse effect on its financial condition and results of operations.

 

Hedging transactions expose HighPeak Energy to counterparty credit risk and may become more costly or unavailable.

 

HighPeak Energy may enter into certain derivative instruments in the ordinary course of operations. Hedging transactions expose HighPeak Energy to risk of financial loss if a counterparty fails to perform under a derivative contract. Disruptions in the financial markets could lead to sudden decreases in a counterparty’s liquidity, which could make them unable to perform under the terms of the derivative contract and HighPeak Energy may not be able to realize the benefit of the derivative contract. Derivative instruments also expose HighPeak Energy to the risk of financial loss in some circumstances, including when there is an increase in the differential between the underlying price in the derivative instrument and actual prices received or there are issues with regard to legal enforceability of such instruments.

 

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The use of derivatives may, in some cases, require the posting of cash collateral with counterparties. If HighPeak Energy enters into derivative instruments that require cash collateral and commodity prices or interest rates change in an adverse manner, cash otherwise available for use in operations would be reduced which could limit HighPeak Energy’s ability to make future capital expenditures and make payments on indebtedness, and which could also limit the size of the borrowing base. Future collateral requirements will depend on arrangements with counterparties, highly volatile oil, NGLs and natural gas prices, and interest rates.

 

In addition, derivative arrangements could limit the benefits to be received from increases in the prices for natural gas, NGLs, and oil, which could also have an adverse effect on HighPeak Energy’s financial condition. If natural gas, NGLs, or oil prices upon settlement of derivative contracts exceed the price at which commodities have been hedged, HighPeak Energy will be obligated to make cash payments to counterparties, which could, in certain circumstances, be significant.

 

In addition, U.S. regulators adopted a final rule in November 2019 implementing a new approach for calculating the exposure amount of derivative contracts under the applicable agencies’ regulatory capital rules, referred to as the standardized approach for counterparty credit risk (“SA-CCR”). As adopted, certain financial institutions are required to comply with the new SA-CCR rules beginning on January 1, 2022. The new rules could significantly increase the capital requirements for certain participants in the over-the-counter derivatives market in which HighPeak Energy participates. These increased capital requirements could result in significant additional costs being passed through to end-users or reduce the number of participants or products available in the over-the-counter derivatives market. The effects of these regulations could reduce HighPeak Energy’s hedging opportunities, or substantially increase the cost of hedging, which could adversely affect HighPeak Energy’s business, financial condition and results of operations.

 

Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of reserves.

 

The process of estimating oil and natural gas reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to current and future economic conditions and commodity prices. For example, December 31, 2020 reserves were based on commodity prices that may prove to be higher than the prices received for HighPeak Energy’s future production. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves. To prepare the reserve estimates included in this prospectus, HighPeak Energy projected the production rates and timing of development expenditures. HighPeak Energy also analyzed available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.

 

Actual future production, oil, natural gas and NGL prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary from the estimates included in this prospectus. For instance, initial production rates reported by HighPeak Energy or other operators may not be indicative of future or long-term production rates, and recovery efficiencies may be worse than expected and production declines may be greater than estimated and may be more rapid and irregular compared with initial production rates. In addition, estimates of proved reserves may be adjusted to reflect additional production history, results of development activities, current commodity prices and other existing factors. Any significant variance could materially affect the estimated quantities and present value of reserves. Moreover, there can be no assurance that reserves will ultimately be produced or that proved undeveloped reserves will be developed within the periods anticipated.

 

You should not assume that the present value of future net revenues from the reserves presented in this prospectus is the current market value of the estimated reserves of our assets. Actual future prices and costs may differ materially from those used in the present value estimate. If spot prices are below such calculated amounts, using more recent prices in estimating proved reserves may result in a reduction in proved reserve volumes due to economic limits.

 

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The standardized measure of estimated reserves may not be an accurate estimate of the current fair value of estimated oil and natural gas reserves.

 

Standardized measure is a reporting convention that provides a common basis for comparing oil and natural gas companies subject to the rules and regulations of the SEC. Standardized measure requires historical twelve-month pricing as required by the SEC as well as operating and development costs prevailing as of the date of computation. Consequently, it may not reflect the prices ordinarily received or that will be received for oil and natural gas production because of varying market conditions, nor may it reflect the actual costs that will be required to produce or develop the oil and natural gas properties. For example, historical twelve-month prices may prove to be higher than prices received for HighPeak Energy’s future production. As a result, estimates included in this prospectus of future net cash flow may be materially different from the future net cash flows that are ultimately received. Therefore, the standardized measure of estimated reserves included in this prospectus should not be construed as accurate estimates of the current fair value of such proved reserves.

 

Properties HighPeak Energy acquires may not produce as projected, and HighPeak Energy may be unable to determine reserve potential, identify liabilities associated with such properties or obtain protection from sellers against such liabilities.

 

During 2021, HighPeak Energy entered into multiple unrelated agreements to effect certain bolt-on acquisitions from various third parties whereby it acquired a number of oil and natural gas properties, which aggregated to approximately 6,200 net acres and production which is estimated to average greater than 1,400 Boe/d for the remainder of 2021. HighPeak Energy expects to close these acquisitions later in the third quarter of 2021. Acquiring oil and natural gas properties requires HighPeak Energy to assess reservoir and infrastructure characteristics, including such assets and/or other recoverable reserves, future oil and gas prices and their applicable differentials, development and operating costs, and potential liabilities, including environmental liabilities. In connection with these assessments, HighPeak Energy performs a review of the subject properties that it believes to be generally consistent with industry practices. Such assessments are inexact and inherently uncertain. For these reasons, the properties HighPeak Energy acquired at the Closing, or may acquire in the future, may not produce as expected. In connection with the assessments, HighPeak Energy performs a review of the subject properties, but such a review may not reveal all existing or potential problems. In the course of due diligence, HighPeak Energy may not review every well, pipeline or associated facility. HighPeak Energy cannot necessarily observe structural and environmental problems, such as groundwater contamination, when a review is performed. HighPeak Energy may be unable to obtain contractual indemnities from the seller for liabilities created prior to HighPeak Energy’s purchase of the property. HighPeak Energy may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with its expectations. Additionally, the success of future acquisitions will depend on HighPeak Energy’s ability to integrate effectively the then-acquired business into its then-existing operations. The process of integrating acquired assets may involve unforeseen difficulties and may require a disproportionate amount of managerial and financial resources. HighPeak Energy’s failure to achieve consolidation savings, to incorporate the additionally acquired assets into its then-existing operations successfully, or to minimize any unforeseen operational difficulties, or the failure to acquire future assets at all, could have a material adverse effect on its financial condition and results of operations.

 

HighPeak Energy is not the operator on all of its acreage or drilling locations, and, therefore, HighPeak Energy is not able to control the timing of exploration or development efforts, associated costs or the rate of production of any non-operated assets, and could be liable for certain financial obligations of the operators or any of its contractors, to the extent such operator or contractor is unable to satisfy such obligations.

 

HighPeak Energy is not the operator on all its acreage or drilling locations, and there is no assurance that it will operate all of HighPeak Energy’s other future drilling locations. As a result, HighPeak Energy will have limited ability to exercise influence over the operations of the drilling locations operated by its partners, and there is the risk that HighPeak Energy’s partners may at any time have economic, business or legal interests or goals that are inconsistent with ours. Furthermore, the success and timing of development activities operated by its partners will depend on a number of factors that will be largely outside of HighPeak Energy’s control, including:

 

 

the timing and amount of capital expenditures;

 

 

the operator’s expertise and financial resources;

 

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the approval of other participants in drilling wells;

 

 

the selection of technology; and

 

 

the rate of production of reserves, if any.

 

This limited ability to exercise control over the operations and associated costs of some of HighPeak Energy’s drilling locations could prevent the realization of targeted returns on capital in drilling or acquisition activities. Further, HighPeak Energy may be liable for certain financial obligations of the operator of a well in which it owns a working interest to the extent such operator becomes insolvent and cannot satisfy such obligations. Similarly, HighPeak Energy may be liable for certain obligations of contractors to the extent such contractor becomes insolvent and cannot satisfy their obligations. The satisfaction of such obligations could have a material adverse effect on HighPeak Energy’s financial condition. For more information about certain of the HighPeak Assets, see the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

The identified drilling locations on the HighPeak Assets are scheduled out over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. In addition, HighPeak Energy may not be able to raise the entire amount of capital that would be necessary to drill such locations.

 

HighPeak Energy’s management and technical teams have specifically identified and scheduled certain drilling locations as an estimation of future multi-year drilling activities on the HighPeak Assets. These drilling locations represent a significant part of HighPeak Energy’s growth strategy. HighPeak Energy’s ability to drill and develop these locations will depend on a number of uncertainties, including oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, gathering system and pipeline transportation constraints, access to and availability of water sourcing and distribution systems, regulatory approvals, the cooperation of other working interest owners and other factors. Because of these uncertain factors, HighPeak Energy cannot be certain whether the numerous identified drilling locations will ever be drilled or if it will be able to produce natural gas or oil from these or any other drilling locations. In addition, unless production is established within the spacing units covering the undeveloped acres on which some of the drilling locations are obtained, the leases for such acreage will expire.

 

As a result of the limitations described in this prospectus, HighPeak Energy may be unable to drill many of these identified locations. In addition, significant additional capital will be required over a prolonged period in order to pursue the development of these locations, and HighPeak Energy may not be able to raise or generate the capital required to do so. See “—HighPeak Energy’s development projects and acquisitions will require substantial capital expenditures. HighPeak Energy may be unable to obtain required capital or financing on satisfactory terms, which could reduce its ability to access or grow production and reserves.” Any drilling activities HighPeak Energy is able to conduct on these locations may not be successful, may not result in production or additions to estimated proved reserves and could result in a downward revision of estimated proved reserves, which could have a material adverse effect on the borrowing base under the Revolving Credit Facility or future business and results of operations. Additionally, if HighPeak Energy curtails its drilling program, it may lose a portion of its acreage through lease expirations and may be required to reduce estimated proved reserves, which could reduce the borrowing base under the Revolving Credit Facility or any other debt financing entered into.

 

Certain of the undeveloped leasehold acreage of the HighPeak Assets is subject to leases that will expire over the next several years unless production is established on units containing the acreage or the leases are renewed.

 

As of June 30, 2021, approximately 48% of HighPeak Energy’s acreage was held by production. The leases for net acreage not held by production will expire at the end of their primary term unless production is established in paying quantities under the units containing these leases or the leases are extended or renewed. From 2021 through 2024, approximately 74%, 7%, 1% and 18%, respectively, of the acreage associated with the leases not held by production are set to expire. If the leases expire and HighPeak Energy is unable to renew the leases, HighPeak Energy will lose its right to develop the related properties. Although HighPeak Energy intends to hold substantially all these leases through its development drilling program or extend substantially all the net acreage associated with identified drilling locations through a combination of exploratory and development drilling, a portion of such leases may be extended or renewed. Additionally, any payments related to such extensions or renewals may be more than anticipated. Please see “Business—Development of Proved Undeveloped Reserves—Undeveloped Acreage Expirations” for more information regarding acreage expirations and our plans for extending our acreage. HighPeak Energy’s ability to drill and develop its acreage and establish production to maintain its leases depends on a number of uncertainties, including oil, natural gas and NGL prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, gathering system and pipeline transportation constraints, access to and availability of water sourcing and distribution systems, regulatory approvals and other factors.

 

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Adverse weather conditions may negatively affect HighPeak Energys operating results and ability to conduct drilling activities.

 

Adverse weather conditions may cause, among other things, increases in the costs of, and delays in, drilling or completing new wells, power failures, temporary shut-in of production and difficulties in the transportation of oil, natural gas and NGLs. Any decreases in production due to poor weather conditions will have an adverse effect on revenues, which will in turn negatively affect cash flow from operations. Climate change may also increase the frequency or intensity of such adverse weather conditions; for more information, see our risk factor titled “The operations of HighPeak Energy are subject to a variety of risks arising from climate change.”

 

HighPeak Energys operations will be substantially dependent on the availability of water. Restrictions on its ability to obtain water may have an adverse effect on its financial condition, results of operations and cash flows.

 

Water is an essential component of oil and natural gas production during both the drilling and hydraulic fracturing processes. Drought conditions have persisted in the areas where the HighPeak Assets are located in past years. Such drought conditions can lead governmental authorities to restrict the use of water, subject to their jurisdiction, for hydraulic fracturing to protect local water supplies. Although HighPeak Energy may enter into a long-term contract for the supply of water, it currently procures local water for drilling on a well-to-well basis and currently recycles a significant portion of its produced water for completion operations. If HighPeak Energy is unable to obtain water to use in operations, it may need to be obtained from non-local sources and transported to drilling sites, resulting in increased costs, or HighPeak Energy may be unable to economically produce oil and natural gas, which could have a material and adverse effect on its financial condition, results of operations and cash flows.

 

The HighPeak Assets are located in the northeastern Midland Basin, making HighPeak Energy vulnerable to risks associated with operating in a limited geographic area.

 

All HighPeak Energy’s producing properties are geographically concentrated in the north eastern Midland Basin. As a result, HighPeak Energy may be disproportionately exposed to various factors, including, among others: (i) the impact of regional supply and demand factors, (ii) delays or interruptions of production from wells in such areas caused by governmental regulation, (iii) processing or transportation capacity constraints, (iv) market limitations, (v) availability of equipment and personnel, (vi) water shortages or other drought related conditions or (vii) interruption of the processing or transportation of oil, natural gas or NGLs. The concentration of the HighPeak Assets in a limited geographic area also increases its exposure to changes in local laws and regulations, certain lease stipulations designed to protect wildlife and unexpected events that may occur in the regions such as natural disasters, adverse weather, seismic events, industrial accidents or labor difficulties. Any one of these factors has the potential to cause producing wells to be shut-in, delay operations, decrease cash flows, increase operating and capital costs and prevent development of lease inventory before expirations. Any of the risks described above could have a material adverse effect on HighPeak Energy’s business, financial condition, results of operations and cash flow.

 

HighPeak Energy may incur losses as a result of title defects in the properties in which it invests.

 

The existence of a material title deficiency can render a lease worthless and adversely affect HighPeak Energy’s results of operations and financial condition. While HighPeak Energy typically obtains title opinions prior to commencing drilling operations on a lease or in a unit, the failure of title may not be discovered until after a well is drilled, in which case HighPeak Energy may lose the lease and the right to produce all or a portion of the minerals under the property. Additionally, if an examination of the title history of a property reveals that an oil or natural gas lease or other developed right has been purchased in error from a person who is not the owner of the mineral interest desired, HighPeak Energy’s interest would substantially decline in value. In such cases, the amount paid for such oil or natural gas lease or leases would be lost.

 

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The development of estimated PUDs may take longer and may require higher levels of capital expenditures than anticipated. Therefore, estimated PUDs may not be ultimately developed or produced.

 

As of December 31, 2020, the HighPeak Assets contained 12,233 MBoe of proved undeveloped reserves, or PUDs, consisting of 10,302 MBbls of oil, 4,367 MMcf of natural gas and 1,203 MBbls of NGLs. Development of these proved undeveloped reserves may take longer and require higher levels of capital expenditures than anticipated. Estimated future development costs relating to the development of such PUDs at June 30, 2021 are approximately $112.4 million over the next four years. HighPeak Energy’s ability to fund these expenditures is subject to several risks. See “—HighPeak Energy’s development projects and acquisitions will require substantial capital expenditures. HighPeak Energy may be unable to obtain required capital or financing on satisfactory terms, which could reduce its ability to access or grow production and reserves.” Delays in the development of reserves, increases in costs to drill and develop such reserves or decreases in commodity prices will reduce the value of the estimated PUDs and future net revenues estimated for such reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves could cause HighPeak Energy to have to reclassify PUDs as unproved reserves. Furthermore, there is no certainty that HighPeak Energy will be able to convert PUDs to developed reserves or that undeveloped reserves will be economically viable or technically feasible to produce.

 

Further, SEC rules require that, subject to limited exceptions, PUDs may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. This requirement may limit HighPeak Energy’s ability to book additional PUDs as it pursues its future drilling programs. As a result, HighPeak Energy may be required to write-down its PUDs if it does not drill those wells within the required timeframe. If actual reserves prove to be less than current reserve estimates, or if HighPeak Energy is required to write-down some of its PUDs, such reductions could have a material adverse effect on HighPeak Energy’s financial condition, results of operations and future cash flows.

 

Unless HighPeak Energy replaces its reserves with new reserves and develops those new reserves, its reserves and production will decline, which would adversely affect future cash flows and results of operations.

 

Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Unless HighPeak Energy conducts successful ongoing exploration and development activities or continually acquires properties containing proved reserves, proved reserves will decline as those reserves are produced. HighPeak Energy’s future reserves and production, and therefore future cash flows and results of operations, are highly dependent on HighPeak Energy’s success in efficiently developing current reserves and economically finding or acquiring additional recoverable reserves. HighPeak Energy may not be able to develop, find or acquire sufficient additional reserves to replace future production. If HighPeak Energy is unable to replace such production, the value of its reserves will decrease, and its business, financial condition and results of operations would be materially and adversely affected.

 

Conservation measures and technological advances could reduce or slow the demand for oil and natural gas.

 

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil, natural gas and NGLs, technological advances improving fuel economy and developments in energy generation and storage devices could reduce or slow the demand for oil, natural gas and NGLs. The impact of the changing demand for oil, natural gas and NGLs may have a material adverse effect on its business, financial condition, results of operations and cash flows.

 

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HighPeak Energy depends upon a small number of significant purchasers for the sale of most of its oil, natural gas and NGL production. The loss of one or more of such purchasers could, among other factors, limit HighPeak Energys access to suitable markets for the oil, natural gas and NGLs it produces.

 

HighPeak Energy expects to sell its production to a relatively small number of customers, as is customary in the oil and natural gas business. For the six months ended June 30, 2021 and the years ended December 31, 2020 and 2019, there were two purchasers who accounted for approximately 95%, 97% and 88%, respectively, of the total revenue attributable to the HighPeak Assets. No other purchaser accounted for 10% or more of such revenues during such period. The loss of any such greater than 10% purchaser could adversely affect HighPeak Energy’s revenues in the short term. See the section entitled “Business—Operations—Marketing and Customers” for additional information. HighPeak Energy expects to depend upon these or other significant purchasers for the sale of most of its oil and natural gas production. HighPeak Energy cannot ensure that it will continue to have ready access to suitable markets for its future oil and natural gas production.

 

HighPeak Energys operations may be exposed to significant delays, costs and liabilities as a result of environmental and occupational health and safety requirements applicable to its business activities.

 

HighPeak Energy’s operations will be subject to stringent and complex federal, state and local laws and regulations governing the discharge of materials into the environment, the occupational health and safety aspects of its operations or otherwise relating to the protection of the environment and natural resources. These laws and regulations may impose numerous obligations applicable to HighPeak Energy’s operations, including the acquisition of a permit or other approval before conducting regulated activities; the restriction of types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of drilling activities on certain lands lying within wilderness, wetlands, seismically active areas and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from HighPeak Energy’s operations. Numerous governmental authorities, such as the U.S. Environmental Protection Agency (“EPA”) and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, natural resource damages, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of HighPeak Energy’s operations. In addition, HighPeak Energy may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt its operations and limit growth and revenue.

 

Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. HighPeak Energy may be required to remediate contaminated properties owned or operated by it or facilities of third parties that received waste generated by operations regardless of whether such contamination resulted from the conduct of others or from consequences of its own actions that were in compliance with all applicable laws at the time those actions were taken. In connection with certain acquisitions, HighPeak Energy could acquire, or be required to provide indemnification against, environmental liabilities that could expose HighPeak Energy to material losses. In certain instances, citizen groups also have the ability to bring legal proceedings against HighPeak Energy if it is not in compliance with environmental laws, or to challenge its ability to receive environmental permits needed to operate. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of its operations. HighPeak Energy’s insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the crude oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability.

 

For example, HighPeak Energy may incur significant costs and liabilities as a result of environmental requirements applicable to the operation of its wells, gathering systems and other facilities. These costs and liabilities could arise under a wide range of federal, state and local environmental laws and regulations, including the following federal laws and their state counterparts, as amended from time to time, among others:

 

 

the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources, imposes various pre-construction, monitoring and reporting requirements and is relied upon by the EPA as authority for adopting climate change regulatory initiatives relating to GHG emissions;

 

 

the Water Pollution Control Act, also known as the Clean Water Act (“CWA”), which regulates discharges of pollutants from facilities and sources to federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States;

 

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the Oil Pollution Act (“OPA”), which imposes liabilities for removal costs and damages arising from an oil spill into waters of the United States;

 

 

the Safe Drinking Water Act (“SDWA”), which ensures the quality of the nations’ public drinking water through adoption of drinking water standards and control over the subsurface injection of fluids into belowground formations;

 

 

the Resource Conservation and Recovery Act (“RCRA”), which imposes requirements for the generation, treatment, storage, transport, disposal and cleanup of non-hazardous, hazardous and solid wastes;

 

 

the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability on generators, transporters and those who arrange for transportation or disposal of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur, as well as imposes liability on present and certain past owners and operations of sites where hazardous substance releases have occurred or are threatening to occur;

 

 

the Endangered Species Act (“ESA”), which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating limitations or restrictions or a temporary, seasonal or permanent ban on operations in affected areas; and

 

 

The Occupational Safety and Health Act (“OSHA”), under which federal Occupational Safety and Health Administration and similar state agencies have promulgated regulations limiting exposures to hazardous substances in the workplace and imposing various worker safety requirements.

 

Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties, the imposition of investigatory, remedial and corrective actions, the incurrence of capital expenditures, the occurrence of delays in the permitting, development or expansion of projects and the issuance of orders enjoining some or all of HighPeak Energy’s future operations in a particular area. It is not uncommon for neighboring landowners, employees and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances, wastes or other materials into the environment. The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment and more stringent laws and regulations may be adopted in the future.

 

To the extent HighPeak Energy’s operations are affected by national, regional, local and other laws, and to the extent such laws are enacted or other governmental action is taken that restricts drilling or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, HighPeak Energy’s business, prospects, financial condition or results of operations could be materially adversely affected.

 

HighPeak Energy may incur increasing attention to ESG matters that may impact its business.

 

Businesses across all industries are facing increasing scrutiny from stakeholders related to their ESG practices. Businesses that do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition and/or stock price of such business entity could be materially and adversely affected. Increasing attention to climate change, increasing societal expectations on businesses to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for HighPeak Energy’s hydrocarbon products, reduced profits, increased investigations and litigation, and negative impacts on its stock price and access to capital markets. Increasing attention to climate change, for example, may result in demand shifts for HighPeak Energy’s hydrocarbon products and additional governmental investigations and private litigation.

 

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In addition, organizations that provided information to investors on corporate governance and related matters have developed rating processes for evaluating business entities on their approach to ESG matters. Currently, there are no universal standards for such scores or ratings, but the importance of sustainability evaluations is becoming more broadly accepted by investors and shareholders. Such ratings are used by some investors to inform their investment and voting decisions. Additionally, certain investors use these scores to benchmark businesses against their peers and if a business entity is perceived as lagging, these investors may engage with such entities to require improved ESG disclosure or performance. Moreover, certain members of the broader investment community may consider a business entity’s sustainability score as a reputational or other factor in making an investment decision. Consequently, a low sustainability score could result in exclusion of HighPeak Energy’s stock from consideration by certain investment funds, engagement by investors seeking to improve such scores and a negative perception of HighPeak Energy’s operation by certain investors.

 

HighPeak Energy may incur substantial losses and be subject to substantial liability claims as a result of operations. Additionally, HighPeak Energy may not be insured for, or insurance may be inadequate to protect HighPeak Energy against, these risks.

 

HighPeak Energy will not be insured against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect its business, financial condition or results of operations.

 

HighPeak Energy’s development activities will be subject to all the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:

 

 

environmental hazards, such as uncontrollable releases of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater, air and shoreline contamination, damage to natural resources or wildlife, or the presence of endangered or threatened species;

 

 

abnormally pressured formations;

 

 

mechanical difficulties, such as stuck oilfield drilling and service tools and casing collapse;

 

 

fires, explosions and ruptures of pipelines;

 

 

personal injuries and death;

 

 

natural disasters; and

 

 

terrorist attacks targeting oil and natural gas related facilities and infrastructure.

 

Any of these events could adversely affect HighPeak Energy’s ability to conduct operations or result in substantial loss as a result of claims for:

 

 

injury or loss of life;

 

 

damage to and destruction of property, natural resources and equipment;

 

 

pollution and other environmental or natural resource damage;

 

 

regulatory investigations and penalties; and

 

 

repair and remediation costs.

 

HighPeak Energy may elect not to obtain insurance for any or all of these risks if it believes that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on business, financial condition and results of operations.

 

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Properties that HighPeak Energy decides to drill may not yield oil or natural gas in commercially viable quantities.

 

Properties that HighPeak Energy decides to drill that do not yield oil or natural gas in commercially viable quantities will adversely affect its results of operations and financial condition. There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. The use of micro-seismic data and other technologies and the study of producing fields in the same area will not enable HighPeak Energy to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial quantities. HighPeak Energy cannot assure you that the analogies drawn from available data from other wells, more fully explored prospects or producing fields will be applicable to its drilling prospects. Further, HighPeak Energy’s drilling operations may be curtailed, delayed or cancelled as a result of numerous factors, including:

 

 

unexpected drilling conditions;

 

 

title issues;

 

 

pressure or lost circulation in formations;

 

 

equipment failures or accidents;

 

 

adverse weather conditions;

 

 

compliance with environmental and other governmental or contractual requirements; and

 

 

increases in the cost of, and shortages or delays in the availability of, electricity, supplies, materials, drilling or workover rigs, equipment and services.

 

HighPeak Energy may be unable to make additional attractive acquisitions or successfully integrate acquired businesses with its current assets, and any inability to do so may disrupt its business and hinder its ability to grow.

 

HighPeak Energy may not be able to identify attractive acquisition opportunities that complement the HighPeak Assets or expand its business. In the event it identifies attractive acquisition opportunities, HighPeak Energy may not be able to complete the acquisition or do so on commercially acceptable terms. Competition for acquisitions may also increase the cost of, or cause HighPeak Energy to refrain from, completing acquisitions.

 

The success of completed acquisitions will depend on HighPeak Energy’s ability to integrate effectively the acquired business into its then-existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of its managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. No assurance can be given that it will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. HighPeak Energy’s failure to achieve consolidation savings, to integrate the acquired businesses and assets into its then-existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on its financial condition and results of operations.

 

In addition, the Revolving Credit Facility imposes certain limitations on its ability to enter into mergers or combination transactions and to incur certain indebtedness, which could indirectly limit its ability to acquire assets and businesses.

 

Certain of HighPeak Energys properties are subject to land use restrictions, which could limit the manner in which HighPeak Energy conducts business.

 

Certain of HighPeak Energy’s properties are subject to land use restrictions, which could limit the manner in which HighPeak Energy conducts business. Such restrictions could affect, among other things, access to and the permissible uses of facilities as well as the manner in which HighPeak Energy produces oil and natural gas and may restrict or prohibit drilling in general. The costs incurred to comply with such restrictions may be significant, and HighPeak Energy may experience delays or curtailment in the pursuit of development activities and perhaps even be precluded from the drilling of wells.

 

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The unavailability or high cost of drilling rigs, equipment, supplies, personnel, frac crews and oilfield services could adversely affect HighPeak Energys ability to execute its development plans within its budget and on a timely basis.

 

The demand for drilling rigs, pipe and other equipment and supplies, as well as for qualified and experienced field personnel to drill wells and conduct field operations, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry, can fluctuate significantly, often in correlation with oil, natural gas and NGL prices, causing periodic shortages of equipment, supplies and needed personnel. HighPeak Energy’s operations will be concentrated in areas in which oilfield activity levels have previously increased rapidly. If that were to happen again, demand for drilling rigs, equipment, supplies and personnel may increase the costs for these services. Access to transportation, processing and refining facilities in these areas may become constrained resulting in higher costs and reduced access for those items. Historically, oil, natural gas and NGL prices have been volatile. For example, during the period from January 1, 2018 through June 30, 2021, the calendar month average NYMEX WTI crude oil price per Bbl ranged from a low of $16.70 to a high of $71.35, and the last trading day NYMEX natural gas price per MMBtu ranged from a low of $1.50 to a high of $4.72. For the month of April 2020, the calendar month average NYMEX WTI crude oil price was $16.70 and last trading day NYMEX natural gas price was $1.63 per MMBtu. However, prices have since increased. To the extent commodity prices improve in the future, the demand for and prices of these goods and services are likely to increase and HighPeak Energy could encounter delays in or an inability to secure the personnel, equipment, power, services, resources and facilities access necessary for it to resume or increase HighPeak Energy’s development activities, which could result in production volumes being below its forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on cash flow and profitability. Furthermore, if it is unable to secure a sufficient number of drilling rigs at reasonable costs, HighPeak Energy may not be able to drill all of its acreage before its leases expire.

 

HighPeak Energy could experience periods of higher costs if commodity prices rise. These increases could reduce profitability, cash flow and ability to complete development activities as planned.

 

Historically, capital and operating costs have risen during periods of increasing oil, natural gas and NGL prices. These cost increases have resulted from a variety of factors that HighPeak Energy will be unable to control, such as increases in the cost of electricity, steel and other raw materials; increased demand for labor, services and materials as drilling activity increases; and increased taxes. Decreased levels of drilling activity in the oil and natural gas industry in recent periods have led to declining costs of some drilling equipment, materials and supplies. However, such costs may rise faster than increases in HighPeak Energy’s revenue if commodity prices rise, thereby negatively impacting its profitability, cash flow and ability to complete development activities as scheduled and on budget. This impact may be magnified to the extent that HighPeak Energy’s ability to participate in the commodity price increases is limited by its derivative activities, if any.

 

HighPeak Energy may be involved in legal proceedings that could result in substantial liabilities.

 

Like many oil and gas companies, HighPeak Energy may be involved from time to time in various legal and other proceedings, such as title, royalty or contractual disputes, regulatory compliance matters and personal injury or property damage matters, in the ordinary course of its business. Such proceedings are inherently uncertain, and their results cannot be predicted. Regardless of the outcome, such proceedings could have an adverse impact on HighPeak Energy because of legal costs, diversion of management and other personnel and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in liability, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in its business practices, which could materially and adversely affect its business, operating results and financial condition. Accruals for such liability, penalties or sanctions may be insufficient, and judgments and estimates to determine accruals or range of losses related to legal and other proceedings could change from one period to the next, and such changes could be material.

 

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Should our operators fail to comply with all applicable regulatory agency administered statutes, rules, regulations and orders, our operators could be subject to substantial penalties and fines.

 

Under the Energy Policy Act of 2005, the Federal Energy Regulatory Commission (the “FERC”) has civil penalty authority under the Natural Gas Act of 1938 to impose penalties for current violations of up to $1,269,500 per day for each violation (annually adjusted for inflation) and disgorgement of profits associated with any violation. While our operators’ operations have not been regulated by the FERC as a natural gas company under this law, the FERC has adopted regulations that may subject certain of our operators’ otherwise non-FERC jurisdictional facilities to the FERC annual reporting requirements. Our operators also must comply with the anti-market manipulation rules enforced by the FERC. Additional rules and legislation pertaining to those and other matters may be considered or adopted by the FERC from time to time. Additionally, the FTC has regulations intended to prohibit market manipulation in the petroleum industry with authority to fine violators of the regulations civil penalties of up to $1,210,340 per day (annually adjusted for inflation) and the Commodity Futures Trading Commission (the “CFTC”) prohibits market manipulation in the markets regulated by the CFTC, including similar anti-manipulation authority with respect to crude oil swaps and futures contracts as that granted to the CFTC with respect to crude oil purchases and sales. The CFTC rules subject violators to a civil penalty of up to the greater of $1,191,842 per day (annually adjusted for inflation) or triple the monetary gain to the person for each violation. Failure to comply with those regulations in the future could subject our operators to civil penalty liability, as described in “Business—Regulation of the Oil and Natural Gas Industry.”

 

The operations of HighPeak Energy are subject to a variety of risks arising from climate change.

 

The threat of climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. As a result, oil and natural gas exploration and production operations are subject to a series of regulatory, political, litigation and financial risks associated with the production and processing of fossil fuels and emission of GHGs.

 

In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, with the U.S. Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the Department of Transportation (“DOT”), implement GHG emissions limits on vehicles manufactured for operation in the United States. The regulation of methane from oil and gas facilities has been subject to uncertainty in recent years. In September 2020, the Trump Administration revised prior promulgated regulations to rescind certain methane standards and remove the transmission and storage segments from the source category for certain regulations. However, President Biden has signed an executive order calling for the suspension, revision, or rescission of the September 2020 rule, and the reinstatement or issuance of methane emissions standards for new, modified, and existing oil and gas facilities. Additionally, the U.S. Congress approved a resolution under the Congressional Review Act to repeal the September 2020 revisions, which effectively vacated the September 2020 revisions, reinstating the prior standards. Separately, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. At the international level, the United Nations-sponsored “Paris Agreement” requires member states to submit non-binding, individually-determined reduction goals every five years after 2020. President Biden has recommitted the United States to the Paris Agreement and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below 2005 levels by 2030. The impacts of this order, and any legislation or regulation promulgated to fulfill the United States’ commitments under the Paris Agreement, cannot be predicted at this time.

 

Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including climate change related pledges made by certain candidates in public office. On January 27, 2021, President Biden signed an executive order calling for substantial action on climate change, including, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the fossil fuel industry, and increased emphasis on climate-related risks across agencies and economic sectors. Additional actions that could be pursued by the Biden Administration may include more restrictive requirements for the establishment of pipeline infrastructure or the permitting of LNG export facilities. Litigation risks are also increasing, as a number of entities have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or that such companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.

 

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There are also increasing financial risks for fossil fuel producers as shareholders currently invested in fossil-fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all their investments into other sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. Recently, President Biden signed an executive order calling for the development of a “climate finance plan” and, separately, the Federal Reserve announced it has joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-related risks in the financial sector. Limitation of investments in and financing for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.

 

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from oil and natural gas producers such as HighPeak Energy or otherwise restrict the areas in which HighPeak Energy may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for or erode value for, the oil and natural gas that HighPeak Energy produces. Additionally, political, litigation and financial risks may result in HighPeak Energy’s restricting or cancelling oil and natural gas production activities, incurring liability for infrastructure damages as a result of climatic changes, or having an impaired ability to continue to operate in an economic manner. One or more of these developments could have a material adverse effect on HighPeak Energy’s business, financial condition and results of operations.

 

Finally, many scientists have concluded that increasing concentrations of GHG in the atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climate events that could have an adverse effect on HighPeak Energy’s operations. If such effects were to occur, our development and production operations have the potential to be adversely affected. Potential adverse effects could include damages to our facilities from powerful winds or rising waters in low lying areas, disruption of our production activities either because of climate related damages to our facilities or in our costs of operation potentially arising from such climatic effects, less efficient or non-routine operating practices necessitated by climate effects or increased costs for insurance coverage in the aftermath of such effects. Significant physical effects of climate change could also have an indirect effect on our financing and operations by disrupting the transportation or process-related services provided by midstream companies, service companies or suppliers with whom we have a business relationship. We may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of climate change. At this time, we have not developed a comprehensive plan to address the legal, economic, social or physical impacts of climate change on our operations. If we are forced to shut in production, we will likely incur greater costs to bring the associated production back online. Cost increases necessary to bring the associated wells back online may be significant enough that such wells would become uneconomic at low commodity price levels, which may lead to decreases in our proved reserve estimates and potential impairments and associated charges to our earnings.

 

Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays in the completion of oil and natural gas wells and adversely affect HighPeak Energys production.

 

Hydraulic fracturing is an important and common practice that is used to stimulate production of oil and natural gas from dense subsurface rock formations. The hydraulic fracturing process involves the injection of water, proppants and chemicals under pressure into targeted subsurface formations to fracture the surrounding rock and stimulate production. HighPeak Energy expects to regularly use hydraulic fracturing as part of HighPeak Energy’s operations. Hydraulic fracturing is typically regulated by state oil and natural gas commissions, but certain federal agencies have asserted regulatory authority over certain aspects of the process. For example, the EPA finalized rules in June 2016 that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants. Congress has, from time to time, considered legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process. It is unclear how any additional federal regulation of hydraulic fracturing activities may affect HighPeak Energy’s operations, but such additional federal regulation could have an adverse effect on its business, financial condition and results of operations.

 

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In December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The EPA report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water under certain limited circumstances.

 

Moreover, some states and local governments have adopted, and other governmental entities are considering adopting, regulations that could impose more stringent permitting, disclosure and well-construction requirements on hydraulic fracturing operations, including states in which our properties are located. For example, Texas, among others, has adopted regulations that impose new or more stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations. States could also elect to prohibit high volume hydraulic fracturing altogether. In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in general and/or hydraulic fracturing in particular. If new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where HighPeak Energy will operate, it could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of development activities, and perhaps even be precluded from drilling wells.

 

Legislation or regulatory initiatives intended to address seismic activity could restrict HighPeak Energys drilling and production activities, as well as HighPeak Energys ability to dispose of produced water gathered from such activities, which could have a material adverse effect on its future business.

 

State and federal regulatory agencies have at times focused on a possible connection between the hydraulic fracturing related activities, particularly the underground injection of wastewater into disposal wells, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity. For example, in 2015, the United States Geological Study identified eight states, including Texas, with areas of increased rates of induced seismicity that could be attributed to fluid injection or oil and gas extraction.

 

In addition, a number of lawsuits have been filed in other states, most recently in Oklahoma, alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements, including requirements in the permitting of produced water disposal wells or otherwise to assess the relationship between seismicity and the use of such wells. For example, Texas has imposed certain limits on the permitting or operation of disposal wells in areas with increased instances of induced seismic events. In some instances, regulators may also order that disposal wells be shut in.

 

HighPeak Energy will likely dispose of large volumes of produced water gathered from its drilling and production operations by injecting it into wells pursuant to permits issued by governmental authorities overseeing such disposal activities. While these permits will be issued pursuant to existing laws and regulations, these legal requirements are subject to change, which could result in the imposition of more stringent operating constraints or new monitoring and reporting requirements, owing to, among other things, concerns of the public or governmental authorities regarding such gathering or disposal activities. The adoption and implementation of any new laws or regulations that restrict HighPeak Energy’s ability to use hydraulic fracturing or dispose of produced water gathered from its drilling and production activities by limiting volumes, disposal rates, disposal well locations or otherwise, or requiring HighPeak Energy to shut down disposal wells, could have a material adverse effect on its business, financial condition and results of operations.

 

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Competition in the oil and natural gas industry is intense, which will make it more difficult for HighPeak Energy to acquire properties, market oil or natural gas and secure trained personnel.

 

HighPeak Energy’s ability to acquire additional prospects and to find and develop reserves in the future will depend on its ability to evaluate and select suitable properties for acquisitions and to consummate transactions in a highly competitive environment for acquiring properties, marketing oil and natural gas and securing trained personnel. Also, there is substantial competition for capital available for investment in the oil and natural gas industry. Many other oil and natural gas companies possess and employ greater financial, technical and personnel resources than HighPeak Energy. Those companies may be able to pay more for productive properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than HighPeak Energy’s financial or personnel resources permit. In addition, other companies may be able to offer better compensation packages to attract and retain qualified personnel than HighPeak Energy will be able to offer. The cost to attract and retain qualified personnel has historically continually increased due to competition and may increase substantially in the future. HighPeak Energy may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel and raising additional capital, which could have a material adverse effect on its business.

 

The loss of senior management or technical personnel could adversely affect operations.

 

HighPeak Energy will depend on the services of its senior management and technical personnel. HighPeak Energy does not plan to obtain any insurance against the loss of any of these individuals. The loss of the services of its senior management could have a material adverse effect on its business, financial condition and results of operations.

 

Increases in interest rates could adversely affect HighPeak Energys business.

 

HighPeak Energy will require continued access to capital and its business and operating results could be harmed by factors such as the availability, terms of and cost of capital, increases in interest rates or a reduction in credit rating. HighPeak Energy uses, and expects to continue to use, debt financing, including borrowings under the Revolving Credit Facility, to finance a portion of its future growth, and these changes could cause its cost of doing business to increase, limit its ability to pursue acquisition opportunities, reduce cash flow used for drilling and place HighPeak Energy at a competitive disadvantage. Recent and continuing disruptions and volatility in the global financial markets may lead to a contraction in credit availability impacting its ability to finance its operations. A significant reduction in cash flows from operations or the availability of credit could materially and adversely affect its ability to achieve its planned growth and operating results.

 

HighPeak Energys use of seismic data is subject to interpretation and may not accurately identify the presence of oil and natural gas, which could adversely affect the results of its drilling operations.

 

Even when properly used and interpreted, seismic data and visualization techniques are only tools used to assist geoscientists in identifying subsurface structures and hydrocarbon indicators and do not enable the interpreter to know whether hydrocarbons are, in fact, present in those structures. As a result, HighPeak Energy’s drilling activities may not be successful or economical. In addition, the use of advanced technologies, such as 3-D seismic data, requires greater pre-drilling expenditures than traditional drilling strategies, and it could incur losses as a result of such expenditures.

 

Restrictions on drilling activities intended to protect certain species of wildlife may adversely affect HighPeak Energys ability to conduct drilling activities in areas where it operates.

 

Oil and natural gas operations in HighPeak Energy’s operating areas may be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife. Such restrictions may limit HighPeak Energy’s ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic shortages when drilling is allowed. These constraints and the resulting shortages or high costs could delay HighPeak Energy’s operations or materially increase its operating and capital costs. Permanent restrictions imposed to protect threatened or endangered species, other protected species (such as migratory birds), or their habitat could prohibit drilling in certain areas or require the implementation of expensive mitigation measures. The designation of previously unprotected species in areas where HighPeak Energy operates as threatened or endangered could cause it to incur increased costs arising from species protection measures or could result in limitations on its activities that could have a material and adverse impact on its ability to develop and produce reserves. For example, a twelve-month review is currently pending to determine whether the dunes sagebrush lizard should be listed and, on June 1, 2021, FWS proposed to list two distinct population segments of the lesser prairie-chicken under the act. If this species or others are listed, the U.S. Fish and Wildlife Service (“FWS”) and similar state agencies may designate critical or suitable habitat areas that they believe are necessary for the survival of threatened or endangered species. Such a designation could materially restrict use of or access to federal, state and private lands. To the extent species are listed under the ESA or similar state laws, or previously unprotected species are designated as threatened or endangered in areas where our properties are located, operations on those properties could incur increased costs arising from species protection measures and face delays or limitations with respect to production activities thereon. For more information, see the section entitled “Business—Regulation of Environmental and Occupational Safety and Health Matters—ESA and Migratory Birds.”

 

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HighPeak Energy may not be able to keep pace with technological developments in its industry.

 

The oil and natural gas industry is characterized by rapid and significant technological advancement and the introduction of new products and services using new technologies. As others use or develop new technologies, HighPeak Energy may be placed at a competitive disadvantage or may be forced by competitive pressures to implement those new technologies at substantial costs. In addition, other oil and natural gas companies may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and that may in the future, allow them to implement new technologies before HighPeak Energy. HighPeak Energy may not be able to respond to these competitive pressures or implement new technologies on a timely basis or at an acceptable cost. If one or more of the technologies it expects to use were to become obsolete, HighPeak Energy’s business, financial condition or results of operations could be materially and adversely affected.

 

There are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm HighPeak Energys business that may occur and not be detected.

 

HighPeak Energy’s management does not expect that HighPeak Energy’s internal and disclosure controls will prevent all possible error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, an evaluation of controls can only provide reasonable assurance that all material control issues and instances of fraud, if any, in HighPeak Energy have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

HighPeak Energys business could be adversely affected by security threats, including cyber-security threats, and related disruptions.

 

HighPeak Energy relies heavily on its information systems, and the availability and integrity of these systems is essential to conducting HighPeak Energy’s business and operations. As a producer of natural gas and oil, HighPeak Energy faces various security threats, including cyber-security threats, to gain unauthorized access to its sensitive information or to render its information or systems unusable, and threats to the security of its facilities and infrastructure or third-party facilities and infrastructure, such as gathering and processing and other facilities, refineries and pipelines. This risk may be heightened as a result of the remote working environment created by the COVID-19 outbreak. The potential for such security threats subjects its operations to increased risks that could have a material adverse effect on its business, financial condition, results of operations and cash flows.

 

HighPeak Energy’s implementation of various procedures and controls to monitor and mitigate such security threats and to increase security for its information, systems, facilities and infrastructure may result in increased costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of, or damage to, sensitive information or facilities, infrastructure and systems essential to its business and operations, as well as data corruption, communication interruptions or other disruptions to its operations, which, in turn, could have a material adverse effect on its business, financial position, results of operations and cash flows.

 

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Risks Related to this Offering and Ownership of Our Common Stock

 

The HighPeak Group, including the Principal Stockholder Group, has significant influence over HighPeak Energy.

 

Prior to taking into account any adjustment relating to any shares that may be issued (or forfeited) pursuant to the Contingent Value Rights (and the surrender for cancellation by the Sponsor of an equivalent number of shares), the HighPeak Group owns approximately 89% of HighPeak Energy’s common stock. HighPeak I, HighPeak II and Sponsor have placed into escrow at Closing 21,694,763 shares of HighPeak Energy common stock in connection with the issuance of the Contingent Value Rights. As long as the Principal Stockholder Group owns or controls a significant percentage of HighPeak Energy’s outstanding voting power, subject to the terms of the Stockholders’ Agreement, they will have the ability to influence certain corporate actions requiring stockholder approval. Under the Stockholders’ Agreement, the Principal Stockholder Group will be entitled to nominate a specified number of directors for appointment to the Board so long as the Principal Stockholder Group meets certain ownership criteria outlined in the Stockholders’ Agreement. For more information about the Stockholders’ Agreement, see the section entitled “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” The full text of the Stockholders’ Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part.

 

Certain of our existing stockholders, including members of the Principal Stockholder Group and entities affiliated with them, have indicated an interest in purchasing an aggregate of up to $10,000,000 in shares in this offering at the public offering price per share. The underwriters will receive a reduced underwriting discount on any shares purchased by these persons or entities as compared to any other shares sold to the public in this offering.  The foregoing discussion does not give effect to any potential purchases by these stockholders in the offering.

 

HighPeak Energys only significant asset is its ownership of 100% of the operating companies acquired in the business combination and such ownership may not be sufficient to pay dividends on its common stock or satisfy its other financial obligations.

 

HighPeak Energy has no direct operations and no significant assets other than the direct or indirect ownership of 100% of the assets HighPeak Energy acquired in the business combination. The earnings from HighPeak Energy’s assets may not be sufficient to pay dividends on HighPeak Energy’s common stock, pay taxes or satisfy other financial obligations.

 

If HighPeak Energys operational and financial performance does not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

 

If HighPeak Energy’s operational and financial performance does not meet the expectations of investors or securities analysts, the market price of our securities may decline. The market values of our securities may vary significantly from time to time.

 

In addition, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

 

Factors affecting the trading price of our securities may include:

 

 

actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to us;

 

 

the market volatility resulting from sustained uncertainty surrounding the COVID-19 outbreak;

 

 

changes in the market’s expectations about our operating results;

 

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success of our competitors;

 

 

our operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

 

changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

 

 

operating and stock price performance of other companies that investors deem comparable to us;

 

 

changes in laws and regulations affecting our business;

 

 

commencement of, or involvement in, litigation involving us;

 

 

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

 

 

the volume of shares of HighPeak Energy common stock available for public sale;

 

 

any major change in our Board or management;

 

 

sales of substantial amounts of HighPeak Energy common stock by the HighPeak Group, our directors, executive officers or significant stockholders, or the perception that such sales could occur; and

 

 

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, OPEC+’s ability to continue to agree to limit production among its members and acts of war or terrorism.

 

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and the Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for energy stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

 

Because HighPeak Energy has a limited operating history, it may be difficult to evaluate its ability to successfully implement its business strategy.

 

Because of HighPeak Energy’s limited operating history, the operating performance of its future assets and business strategy are not yet proven. As a result, it may be difficult to evaluate HighPeak Energy’s business and results of operations to date and to assess its future prospects.

 

In addition, HighPeak Energy may encounter risks and difficulties experienced by companies whose performance is dependent upon newly acquired assets, such as failing to operate the HighPeak Assets as expected, higher than expected operating costs, equipment breakdown or failures and operational errors. As a result of the foregoing, HighPeak Energy may be less successful in achieving a consistent operating level capable of generating cash flows from operations compared with a company that has a longer operating history. In addition, HighPeak Energy may be less equipped to identify and address operating risks and hazards in the conduct of its business than those companies that have longer operating histories.

 

The unaudited pro forma condensed combined consolidated financial information included in this prospectus may not be indicative of what our actual financial position or results of operations would have been.

 

The unaudited pro forma condensed combined consolidated financial information included in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the business combination been completed on the date or dates indicated. See “Unaudited Pro Forma Condensed Combined Consolidated Financial Information.”

 

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HighPeak Energy is a controlled company within the meaning of Nasdaq rules and qualifies for exemptions from certain corporate governance requirements. As a result, you do not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements.

 

The HighPeak Group collectively own a majority of HighPeak Energy’s outstanding voting stock. Therefore, HighPeak Energy is a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, company or group of persons acting together is a controlled company and may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that:

 

 

a majority of the Board consist of independent directors under Nasdaq rules;

 

 

the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

 

the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

 

HighPeak Energy has elected to rely on all of the exemptions for controlled companies provided for under the Nasdaq rules. These requirements will not apply to HighPeak Energy as long as it remains a controlled company.

 

HighPeak Energy may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on HighPeak Energys financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

 

Although HighPeak Energy conducted due diligence on the HighPeak Assets in connection with the business combination, HighPeak Energy cannot assure you that this diligence revealed all material issues that may be present in the businesses of the HighPeak Assets, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of HighPeak Energy’s control will not later arise. As a result, HighPeak Energy may be forced to later write-down or write-off assets, restructure HighPeak Energy’s operations, or incur impairment or other charges that could result in losses. Even if HighPeak Energy’s due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with HighPeak Energy’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on HighPeak Energy’s liquidity, the fact that HighPeak Energy reports charges of this nature could contribute to negative market perceptions about HighPeak Energy’s common stock. In addition, charges of this nature may cause HighPeak Energy to be unable to obtain future financing on favorable terms or at all.

 

Warrants are exercisable for HighPeak Energy common stock and HighPeak Energys LTIP provides for a significant number of stock options, each of which could increase the number of shares eligible for future resale in the public market and result in dilution to stockholders.

 

The potential for the issuance of a substantial number of additional shares of HighPeak Energy common stock upon exercise of its warrants would increase the number of issued and outstanding shares of HighPeak Energy common stock and reduce the value of the shares issued and outstanding as of the date hereof. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for HighPeak Energy’s common stock or on its ability to obtain future financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

 

In addition, to attract and retain key management personnel and non-employee directors, HighPeak Energy has implemented the LTIP, pursuant to which the Share Pool (as defined in the LTIP) is reserved and available for delivery with respect to Awards (as defined in the LTIP). From time to time and prior to the expiration of the LTIP, the Share Pool will automatically be increased by (i) the number of shares of HighPeak Energy common stock issued pursuant to the LTIP during the immediately preceding calendar year and (ii) 13% of the number of shares of HighPeak Energy common stock that are newly issued by HighPeak Energy (other than those issued pursuant to the LTIP), including any shares issued upon the exercise of the warrants. As a result, HighPeak Energy could issue a significant number of stock options under the LTIP, including additional shares added to the LTIP upon the exercise of the warrants, which could further dilute your holdings.

 

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A significant portion of HighPeak Energys total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of HighPeak Energy common stock to drop significantly, even if HighPeak Energys business is doing well.

 

In connection with the issuance of 10,209,300 Contingent Value Rights at the Closing, HighPeak I and HighPeak II, collectively, placed 21,694,763 shares of HighPeak Energy common stock into escrow, which such Escrowed Shares will be released either to HighPeak Energy for cancellation in connection with the satisfaction of any Preferred Returns or back to HighPeak I and HighPeak II, collectively, as applicable, following the CVR Maturity Date. Until such shares are released back to HighPeak I and HighPeak II, they may not be traded.

 

To the extent the Preferred Return is not met, additional shares of HighPeak Energy will be issued (and a corresponding number of shares of HighPeak Energy common stock will be released to HighPeak Energy from the escrow for cancellation), which will increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of HighPeak Energy’s common stock. There would also be an increase in the number of shares of HighPeak Energy common stock eligible for resale in the public market if the Preferred Returns are met, pursuant to the Escrowed Shares being released to HighPeak I and HighPeak II. In either case, after the release of HighPeak Energy common stock from the escrow account, actual sales or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of HighPeak Energy common stock.

 

If securities or industry analysts do not publish or cease publishing research or reports about HighPeak Energy, HighPeak Energys business, or HighPeak Energys market, or if they change their recommendations regarding HighPeak Energy common stock adversely, the price and trading volume of HighPeak Energy common stock could decline.

 

The trading market for HighPeak Energy common stock will be influenced by the research and reports that industry or securities analysts may publish about HighPeak Energy, HighPeak Energy’s business, HighPeak Energy’s market, or HighPeak Energy’s competitors. If any of the analysts who may cover HighPeak Energy change their recommendation regarding HighPeak Energy common stock adversely, or provide more favorable relative recommendations about its competitors, the price of HighPeak Energy common stock would likely decline. If any analyst who may cover HighPeak Energy were to cease their coverage or fail to regularly publish reports on HighPeak Energy, HighPeak Energy could lose visibility in the financial markets, which could cause HighPeak Energy’s stock price or trading volume to decline.

 

The A&R Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

 

The A&R Charter provides that, unless HighPeak Energy consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (“Court of Chancery”) will, to the fullest extent permitted by applicable law and subject to applicable jurisdictional requirements, be the sole and exclusive forum for (i) any derivative action or proceeding as to which the Delaware General Corporation Law (“DGCL”) confers jurisdiction upon the Court of Chancery, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of HighPeak Energy to HighPeak Energy or its stockholders, (iii) any action asserting a claim against HighPeak Energy, its directors, officers or employees arising pursuant to any provision of the DGCL, the A&R Charter or HighPeak Energy’s bylaws or (iv) any action asserting a claim against HighPeak Energy, its directors, officers or employees that is governed by the internal affairs doctrine, in each case except for such claims as to which (a) the Court of Chancery determines that it does not have personal jurisdiction over an indispensable party, (b) exclusive jurisdiction is vested in a court or forum other than the Court of Chancery or (c) the Court of Chancery does not have subject matter jurisdiction. The forum selection provision is not intended to apply to claims arising under the Securities Act or the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provision in connection with such claims. Stockholders will not be deemed, by operation of Article 8 of the A&R Charter alone, to have waived claims arising under the federal securities laws and the rules and regulations promulgated thereunder.

 

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If any action the subject matter of which is within the scope of the forum selection provision described in the preceding paragraph is filed in a court other than the Court of Chancery (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum selection provision (a “Foreign Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Foreign Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

 

Any person or entity purchasing or otherwise acquiring any interest in shares of HighPeak Energy’s capital stock will be deemed to have notice of, and consented to, the provisions of our A&R Charter described in the preceding paragraph. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with HighPeak Energy or its directors, officers or other employees, which may discourage such lawsuits against HighPeak Energy and such persons. The enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the A&R Charter is inapplicable or unenforceable. If a court were to find these provisions of the A&R Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, HighPeak Energy may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations.

 

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect HighPeak Energys business, investments and results of operations.

 

HighPeak Energy is subject to laws, regulations and rules enacted by national, regional and local governments and the Nasdaq. In particular, HighPeak Energy is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on HighPeak Energy’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on HighPeak Energy’s business and results of operations.

 

There can be no assurance that HighPeak Energy common stock will remain listed on the Nasdaq, or that HighPeak Energy will be able to comply with the continued listing standards of the Nasdaq.

 

HighPeak Energy’s common stock is currently listed on the Nasdaq. If the Nasdaq delists HighPeak Energy’s common stock from trading on its exchange for failure to meet the listing standards, HighPeak Energy and its stockholders could face significant material adverse consequences, such as:

 

 

a limited availability of market quotations for HighPeak Energy’s common stock;

 

 

reduced liquidity for HighPeak Energy’s common stock;

 

 

a determination that HighPeak Energy common stock is a “penny stock,” which will require brokers trading in HighPeak Energy common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for HighPeak Energy’s common stock;

 

 

a limited amount of news and analyst coverage; and

 

 

a decreased ability to issue additional securities or obtain additional financing in the future.

 

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because HighPeak Energy’s common stock is listed on the Nasdaq, it is a covered security. Although the states are preempted from regulating the sale of HighPeak Energy’s common stock, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if HighPeak Energy were no longer listed on the Nasdaq, its securities would not be covered securities and HighPeak Energy would be subject to regulation in each state in which HighPeak Energy offers its securities.

 

Unanticipated changes in effective tax rates or laws or adverse outcomes resulting from examination of HighPeak Energys income or other tax returns could adversely affect HighPeak Energys financial condition and results of operations.

 

HighPeak Energy is subject to tax by U.S. federal, state and local tax authorities. HighPeak Energy’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

 

changes in the valuation of HighPeak Energy’s deferred tax assets and liabilities;

 

 

expected timing and amount of the release of any tax valuation allowances;

 

 

tax effects of stock-based compensation;

 

 

costs related to intercompany restructurings; or

 

 

changes in tax laws, regulations or interpretations thereof.

 

For example, in previous years, legislation has been proposed to eliminate or defer certain key U.S. federal income tax deductions historically available to oil and gas exploration and production companies. Such proposed changes have included: (i) a repeal of the percentage depletion allowance for crude oil and natural gas properties; (ii) the elimination of deductions for intangible drilling and exploration and development costs; (iii) the elimination of the deduction for certain production activities; and (iv) an extension of the amortization period for certain geological and geophysical expenditures. With President Biden taking office and the shift in the control of Congress, there is an increased risk of the enactment of legislation that alters, eliminates or defers these or other tax deductions utilized within the industry, which could adversely affect HighPeak Energy’s business, financial condition, results of operations and cash flows.

 

In addition, HighPeak Energy may be subject to audits of its income, sales and other transaction taxes by U.S. federal, state and local taxing authorities. Outcomes from these audits could have an adverse effect on HighPeak Energy’s financial condition and results of operations.

 

HighPeak Energy takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, which could make HighPeak Energys common stock less attractive to investors and may make it more difficult to compare its performance with other public companies.

 

HighPeak Energy is an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and HighPeak Energy takes advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in HighPeak Energy’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, HighPeak Energy’s stockholders may not have access to certain information they may deem important. HighPeak Energy could be an emerging growth company for up to five years, although circumstances could cause HighPeak Energy to lose that status earlier, including if the market value of HighPeak Energy’s equity held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case HighPeak Energy would no longer be an emerging growth company as of the following December 31. HighPeak Energy cannot predict whether investors will find its securities less attractive because HighPeak Energy will rely on these exemptions. If some investors find HighPeak Energy’s common stock less attractive as a result of HighPeak Energy’s reliance on these exemptions, the trading prices of HighPeak Energy’s common stock may be lower than they otherwise would be, there may be a less active trading market for HighPeak Energy’s common stock and the trading prices of HighPeak Energy’s common stock may be more volatile.

 

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. HighPeak Energy has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, HighPeak Energy, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of HighPeak Energy’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Non-U.S. Holders may be subject to U.S. income tax and withholding tax with respect to gain on disposition of their HighPeak Energy common stock.

 

HighPeak Energy believes it is a U.S. real property holding corporation. As a result, Non-U.S. holders (defined below in the section entitled “Material U.S. Federal Income Tax Considerations”) that own (or are treated as owning under constructive ownership rules) more than a specified amount of HighPeak Energy common stock during a specified time period may be subject to U.S. federal income tax and withholding on a sale, exchange or other disposition of such HighPeak Energy common stock, and may be required to file a U.S. federal income tax return. For more information, see the section entitled “Material U.S. Federal Income Tax Considerations” of this prospectus.

 

CVRs may entitle CVR Holders to shares of HighPeak Energy common stock at the CVR Maturity Date or otherwise will result in shares of HighPeak Energy common stock released to HighPeak I, HighPeak II and Sponsor, which, in either case, would increase the number of shares eligible for future resale in the public market.

 

The CVR Holders are being provided with a significant valuation protection through the opportunity to obtain additional contingent consideration in the form of additional shares of HighPeak Energy common stock if the trading price of HighPeak Energy’s common stock is below the price that would provide the CVR Holders with the Preferred Returns (based on a $10.00 per share price at Closing). The Preferred Returns could entitle a Qualifying CVR Holder to receive up to 2.125 shares of HighPeak Energy common stock per CVR.

 

At the Closing, HighPeak I, HighPeak II and Sponsor collectively placed a number of shares of HighPeak Energy common stock in escrow equal to the maximum number of additional shares of HighPeak Energy common stock issuable pursuant to the Contingent Value Rights Agreement, which Escrowed Shares will be released either to HighPeak Energy for cancellation in connection with the satisfaction of any Preferred Returns or back to HighPeak I, HighPeak II and Sponsor, collectively, as applicable, following the CVR Maturity Date. Until such shares are released back to HighPeak I, HighPeak II and Sponsor, they may not be traded.

 

To the extent the Preferred Return is not met, additional shares of HighPeak Energy will be issued (and a corresponding number of shares of HighPeak Energy common stock will be released to HighPeak Energy from the escrow for cancellation), which will increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of HighPeak Energy’s common stock. There would also be an increase in the number of shares of HighPeak Energy common stock eligible for resale in the public market if the Preferred Returns are met, pursuant to the Escrowed Shares being released to HighPeak I, HighPeak II and Sponsor, as discussed above.

 

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The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our common stock.

 

We and all of our directors and executive officers, and certain of our stockholders, have agreed or will agree to certain restrictions with respect to the sale or other disposition of our common stock (or securities exercisable or exchangeable therefor) for a period of 45 days following the date of this prospectus. The underwriters, at any time and without notice, may release all or any portion of the common stock (or securities exercisable or exchangeable therefor) subject to the foregoing agreements. See “Underwriting” for more information. If the restrictions are waived, then the common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our common stock to decline and impair our ability to raise capital. Sales of a substantial number of shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

 

Our management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.

 

Our management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds from this offering to provide funding for general corporate purposes, which may include accelerating our drilling and development activities given the current commodity price environment and funding further acquisition and consolidation of bolt-on assets. See “Use of Proceeds.” Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our operating results or enhance the value of our securities.

 

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the amount of cash used in our operations, which can be highly uncertain, subject to substantial risks and can often change. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

 

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline.

 

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of 97,743,677 shares of HighPeak Energy common stock outstanding (which shall be 98,493,677 shares of HighPeak Energy common stock outstanding if the underwriters exercise their overallotment option in full).

 

47

 

 

USE OF PROCEEDS

 

We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $              million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares of our common stock from us is exercised in full, we estimate that the net proceeds to us would be approximately $       million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

We intend to use the net proceeds we receive from this offering for general corporate purposes, which may include accelerating our drilling and development activities given the current commodity price environment and funding further acquisition and consolidation of bolt-on assets.

 

We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering. However, our business is particularly capital intensive, both with respect to drilling and development activities and potential acquisition opportunities. We currently have specific plans for drilling and development activities or acquisition and consolidation opportunities as set forth herein, and we are undertaking this offering to preserve maximum flexibility to strategically deploy capital as we operate and grow our business. Accordingly, we will have broad discretion in using these proceeds. Pending the use of proceeds from this offering as described above, we may invest the net proceeds that we receive in this offering in short-term, investment grade, interest-bearing instruments.

 

48

 

 

CAPITALIZATION

 

The following table sets forth our cash and capitalization as of June 30, 2021 on:

 

 

an actual basis; and

 

 

as adjusted to give effect to the sale and issuance by us of 5,000,000 shares of our common stock in this offering, assuming no exercise by the underwriters of their over-allotment option after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

   

As of June 30, 2021

 
   

Actual

   

As Adjusted (1)

 
   

(in thousands, except share

and per share amounts)

 

Cash and cash equivalents

  $ 12,842     $ 59,342  
                 

Long-term debt:

               

Revolving Credit Facility(1)

    14,000       14,000  

Total long-term debt

    14,000       14,000  
                 

Stockholders’ equity:

               

Common Stock, par value $0.0001 per share, 600,000,000 shares authorized; 92,728,781 shares issued and outstanding (actual); 97,728,781 shares issued and outstanding, (as adjusted), respectively(2)

    9       10  

Additional paid-in capital

    590,455       640,454  

Accumulated deficit

    (96,722

)

    (96,722

)

Total stockholders’ equity

  $ 493,742     $ 543,742  

Total capitalization

  $ 507,742     $ 557,742  

 


(1)

As of August 5, 2021, HighPeak Energy had outstanding borrowings in the amount of $50.0 million outstanding and borrowing availability of $73.1 million remaining under its Revolving Credit Facility.

 

(2)

The number of shares of common stock to be outstanding after this offering is based on 92,743,677 shares outstanding as of August 5, 2021. Unless we specifically state otherwise, the share information in this prospectus excludes: 9,541,227 shares of  common stock issuable upon the exercise of issued and outstanding stock options at a strike price of $10.00 per share; 9,500,174 shares of common stock issuable upon the exercise of outstanding warrants at an exercise price of $11.50 per share; and 2,376,360 shares of common stock reserved for future issuance under our Amended and Restated Long Term Incentive Plan for employees, directors, officers, consultants and other eligible participants.

 

49

 

 

SECURITIES MARKET INFORMATION

 

Market Information

 

HighPeak Energy’s common stock and warrants are listed for trading on the Nasdaq under the symbols “HPK” and “HPKEW,” respectively. Further, the Company has applied to list the CVRs on the Nasdaq, and they are currently quoted on the OTC under the symbol “HPKER.” There is no assurance, however, that the CVRs will be listed on the Nasdaq. Each whole warrant of HighPeak Energy entitles the holder to purchase one share of HighPeak Energy common stock at an exercise price of $11.50 per share. The warrants became exercisable thirty days after the Closing. HighPeak Energy’s warrants expire August 21, 2025 at 5:00 p.m. New York City time or earlier upon redemption or liquidation.

 

Holders

 

As of August 5, 2021, there were 30 holders of record of our common stock, 26 holders of record of our warrants and 29 holders of record of our CVRs.

 

Dividends

 

HighPeak Energy has not paid any cash dividends on its common stock to date. However, on July 6, 2021, HighPeak Energy announced the commencement of a $0.025 per share quarterly cash dividend and also announced a special dividend of $0.075 per share of common stock outstanding, to be paid on July 26, 2021 to holders of record on July 15, 2021. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of cash dividends will be within the discretion of the Board. In addition, the Revolving Credit Facility places certain restrictions on the Company’s ability to pay dividends.

 

50

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

OF HIGHPEAK ENERGY, INC.

 

The unaudited pro forma condensed combined consolidated statement of operations data of the Company for (i) the six months ended June 30, 2020 and (ii) the year ended December 31, 2020 combines the historical statement of operations of the Company for the period from August 22, 2020 through December 31, 2020 and of Pure and HPK LP for the period from January 1, 2020 through August 21, 2020, giving effect to the transactions listed below (collectively, the “Transactions”) as if they had been consummated on January 1, 2020. HPK LP was treated as the accounting acquirer for the Transactions that completed the business combination.

 

The business combination between Pure and HPK LP was accounted for as a reverse merger in accordance with GAAP within the meaning of ASC Topic 805. Under this method of accounting, Pure was treated as the “acquired” company for financial reporting purposes and HPK LP was the accounting acquirer as HPK LP had a controlling financial interest in Pure through its majority ownership of HighPeak Energy common stock.

 

As discussed further in the notes to these unaudited pro forma condensed combined consolidated financial statements, the “Transactions” for purposes hereof include the following:  

 

 

 

a.

the formation of HighPeak Energy;

 

 

b.

the merger of MergerSub with and into Pure, with Pure surviving as a wholly owned subsidiary of HighPeak Energy;

 

 

c.

the exchange, on a one-for-one basis, of all outstanding shares of Pure Class A common stock and Pure Class B common stock for newly issued shares of HighPeak Energy common stock and assumption of the warrant agreement, dated as of April 12, 2018, by and between Pure and Continental as the warrant agent, by HighPeak Energy (other than the 5,350,000 shares of Pure Class B common stock held by Sponsor, which were surrendered and forfeited pursuant to the Sponsor Support Agreement, dated as of May 4, 2020, by and among Pure’s Sponsor, HPEP II and the Company (the “Sponsor Support Agreement”) and the private placement warrants and public warrants of Pure held by Sponsor and HPEP II, respectively, which were surrendered and forfeited pursuant to the Sponsor Support Agreement) and the additional merger consideration paid with respect to the shares of Pure Class A common stock that were converted into HighPeak Energy common stock in the form of the cash consideration and the CVRs; and

 

 

d.

the acquisition of the Company’s assets pursuant to the Business Combination Agreement and the payment of the consideration therefor, including certain stock consideration issued to the HPK Contributors pursuant to the Business Combination Agreement.

 

Specifically, Pure’s historical financial statements have been adjusted in these unaudited pro forma condensed combined consolidated financial statements to give pro forma effect to events that are: (i) directly attributable to the Transactions; (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed combined consolidated statement of operations, expected to have a continuing impact on HighPeak Energy’s results following the completion of the Transactions.

 

The unaudited pro forma condensed combined consolidated financial statements have been developed from and should be read in conjunction with:

 

 

 

a.

the accompanying notes to the unaudited pro forma condensed combined consolidated financial statements;

 

 

b.

the Annual Report on Form 10-K for HighPeak Energy as of December 31, 2020; and

 

51

 

 

 

c.

other information relating to HighPeak Energy, Pure, the HighPeak Funds, the Company’s assets and the Transactions included in this prospectus.

 

 

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined consolidated financial statements are described in the accompanying notes. The unaudited pro forma condensed combined consolidated financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined consolidated financial statements do not purport to project the future operating results or financial position of the Company following the completion of the Transactions.

 

52

 

 

HighPeak Energy, Inc.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations
Six Months Ended June 30, 2020
(in thousands, except per share information)

 

 

   

(a)

 

 

                 
   

Predecessor Six

Months Ended

June 30, 2020

   

Pro Forma

Adjustments

   

Pro Forma

Combined

 

Operating Revenues:

                       

Crude oil sales

 

$

5,462

   

$

     

$

5,462

 

Natural gas and NGL sales

   

105

             

105

 

Total operating revenues

   

5,567

     

     

5,567

 

Operating Costs and Expenses:

                       

Oil and natural gas production

   

4,203

             

4,203

 

Production and ad valorem taxes

   

402

             

402

 

Depletion, depreciation and amortization

   

5,091

             

5,091

 

Accretion of discount on asset retirement obligations

   

69

             

69

 

General and administrative

   

4,273

     

100

 (b)

   

4,373

 

Exploration and abandonments

   

4

             

4

 

Total operating costs and expenses

   

14,042

     

100

     

14,142

 

Loss from operations

   

(8,475

)

   

(100

)

   

(8,575

)

Interest and other expense

   

(76,503

)

   

(76,500

) (c)

   

(3

)

Loss before income taxes

   

(84,978

)

   

76,400

     

(8,578

)

Income tax benefit

   

     

1,801

 (d)

   

1,801

 

Net loss

   

(84,978

)

   

78,201

     

(6,777

)

Less: Net loss attributable to noncontrolling interest owners

   

             

 

Net loss attributable to common stockholders

 

$

(84,978

)

 

$

78,201

   

$

(6,777

)

                         

Weighted average common shares outstanding (in thousands):

                       

Common stock

           

91,655

 (e)

   

91,655

 

Loss per common share:

                       

Basic and diluted loss per common share

                 

$

(0.07

)

 

53

 

 

HighPeak Energy, Inc.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations
Year Ended December 31, 2020
(in thousands, except per share information)

 

 

   

(a)

 

   

(b)

 

                 
   

Predecessor

January 1,

2020

through

August 21,

2020

   

Successor

August 22,

2020

through

December

31, 2020

   

Pro Forma

Adjustments

   

Pro Forma

Combined

 

Operating Revenues:

                               

Crude oil sales

 

$

8,069

   

$

15,988

   

$

     

$

24,057

 

Natural gas and NGL sales

   

154

     

412

             

566

 

Total operating revenues

   

8,223

     

16,400

     

     

24,623

 

Operating Costs and Expenses:

                               

Oil and natural gas production

   

4,870

     

2,653

             

7,523

 

Production and ad valorem taxes

   

566

     

886

             

1,452

 

Depletion, depreciation and amortization

   

6,385

     

9,877

             

16,262

 

Accretion of discount on asset retirement obligations

   

89

     

51

             

140

 

General and administrative

   

4,840

     

2,775

     

128

 (c)

   

7,615

 

Exploration and abandonments

   

4

     

5,032

             

5,036

 

Stock-based compensation

   

     

15,776

             

15,776

 

Total operating costs and expenses

   

16,754

     

37,050

     

128

     

53,932

 

Loss from operations

   

(8,531

)

   

(20,650

)

   

(128

)

   

(29,309

)

Interest income

   

     

6

     

     

6

 

Interest and other expense

   

(76,503

)

   

(8

)

   

76,500

 (d)

   

(11

)

Loss before income taxes

   

(85,034

)

   

(20,652

)

   

76,372

     

(29,314

)

Income tax benefit

   

     

4,223

     

1,807

 (e)

   

6,030

 

Net loss

   

(85,034

)

   

(16,429

)

   

78,179

     

(23,284

)

Less: Net loss attributable to noncontrolling interest owners

   

     

             

 

Net loss attributable to common stockholders

 

$

(85,034

)

 

$

(16,429

)

 

$

78,179

   

$

(23,284

)

Weighted average common shares outstanding:

                               

Common stock

           

91,629

     

30

 (f)

   

91,659

 

Loss per common share:

                               

Basic and diluted loss per common share

         

$

(0.18

)

         

$

(0.25

)

 

54

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

 

1.     Basis of Pro Forma Presentation

 

Overview

 

The unaudited pro forma condensed combined consolidated financial statements have been prepared with the business combination being accounted for using the acquisition method of accounting with HPK LP as the acquiring entity.

 

The unaudited pro forma condensed combined consolidated financial statements should be read in conjunction with HighPeak Energy’s Annual Report on Form 10-K as of December 31, 2020, included elsewhere in this prospectus.

 

The pro forma adjustments represent management’s estimates based on information available as of the date of condensed combined consolidated financial statements do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the Transactions that are not expected to have a continuing impact. Further, one-time transaction-related expenses incurred prior to, or concurrently with the consummation of the Transactions are not included in the unaudited pro forma condensed combined consolidated statement of operations. However, the impact of such transaction expenses is reflected in the unaudited pro forma condensed combined consolidated balance sheet as a decrease to retained earnings and a decrease to cash.

 

2.     Pro Forma Adjustments and Assumptions

 

Pro Forma Adjustments to the Statement of Operations for the six months ended June 30, 2020:

 

a.     Represents Predecessor’s historical consolidated statement of operations for the six months ended June 30, 2020.

 

b.     Represents the increase to general and administrative expense related to franchise taxes that would have been incurred during the six months ended June 30, 2020 had the Transactions closed as of January 1, 2020.

 

c.     Represents the elimination of the write-off to expense of the deposit and extension payments related to that certain contribution agreement, dated as of November 27, 2019 and as subsequently terminated on April 24, 2020, by and among Grenadier Energy Partners II, LLC, HighPeak Energy Assets II, LLC (“HighPeak Assets II”), Pure and HighPeak Energy, and recognized by HPK LP during the six months ended June 30, 2020 that would not have been recognized in the current year had the Transactions been consummated on January 1, 2020.

 

d.     Represents the associated income tax effect on the interest in the historical results of the Company’s assets and the pro forma adjustments attributable to the Company, using an estimated combined federal and state statutory income tax rate of approximately 21%, which reflects the corporate rate enacted at the pro forma period dates.

 

e.     Reflects the adjusted basic and diluted income per common share after giving effect to the Transactions as if they had been consummated on January 1, 2020. For more information, see Note 3, Pro Forma Earnings Per Share.

 

Pro Forma Adjustments to the Statement of Operations for the year ended December 31, 2020:

 

a.     Represents Predecessor’s historical consolidated statement of operations for the period from January 1, 2020 through August 21, 2020.

 

b.     Represents HighPeak Energy’s historical consolidated statement of operations for the period from August 22, 2020 through December 31, 2020.

 

c.     Represents the increase to general and administrative expense related to franchise taxes that would have been incurred during the period from January 1, 2020 through August 21, 2020 had the Transactions closed as of January 1, 2020.

 

55

 

 

d.     Represents the elimination of the write-off to expense of the deposit and extension payments related to that certain contribution agreement, dated as of November 27, 2019, and as subsequently terminated on April 24, 2020, by and among Grenadier Energy Partners II, LLC, HighPeak Assets II, Pure and HighPeak Energy, and recognized by HPK LP during the period from January 1, 2020 through August 21, 2020 that would not have been recognized in the current year had the Transactions been consummated on January 1, 2020.

 

e.     Represents the associated income tax effect on the interest in the historical results of the Company’s assets and the pro forma adjustments attributable to the Company, using an estimated combined federal and state statutory income tax rate of approximately 21%, which reflects the corporate rate enacted at the pro forma period dates.

 

f.     Reflects the adjusted basic and diluted income per common share after giving effect to the Transactions as if they had been consummated on January 1, 2020. For more information, see Note 3, Pro Forma Earnings Per Share.

 

3.     Pro Forma Earnings Per Share

 

For the six months ended June 30, 2020:

 

The table below reflects the pro forma basic and diluted loss per common share after giving effect to the Transactions had such Transactions been consummated on January 1, 2020. After further adjusting historical activity to reflect the Transactions having been consummated on January 1, 2020, HighPeak Energy’s pro forma loss per common share would have been $(0.07) on both a basic and diluted basis (in thousands except per share information).

 

   

Pro Forma

 

Basic and Diluted EPS

       

Numerator:

       

Net Loss

  $ (6,777

)

Denominator:

       

Historical Weighted Average Shares of Predecessor

     

Adjustment Assuming Shares Issued in Business Combination Outstanding Entire Year

    91,655  

Basic Weighted Average Shares Outstanding

    91,655  

Basic and Diluted EPS

  $ (0.07

)

 

For the year ended December 31, 2020:

 

The table below reflects the pro forma basic and diluted loss per common share after giving effect to the Transactions had such Transactions been consummated on January 1, 2020. After further adjusting historical activity to reflect the Transactions having been consummated on January 1, 2020, HighPeak Energy’s pro forma loss per common share would have been $(0.25) on both a basic and diluted basis (in thousands except per share information).

 

   

Pro Forma

 

Basic and Diluted EPS

       

Numerator:

       

Net Loss

  $ (23,284

)

Denominator:

       

Historical Weighted Average Shares of HighPeak Energy

    95,629  

Adjustment Assuming Ending Shares Outstanding Entire Year

    30  

Basic Weighted Average Shares Outstanding

    91,659  

Basic and Diluted EPS

  $ (0.25

)

 

56

 

 

BUSINESS

 

The following discussion of our business should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus. The estimated proved reserve information for the Companys assets as of December 31, 2020 contained in this prospectus is based on the reserve report prepared by our internal engineers and audited by Cawley, Gillespie & Associates, Inc. independent reserve engineers (such report being referred to as the “2020 Reserve Report). A copy of the 2020 Reserve Report is attached to this registration statement of which this prospectus forms a part as Exhibit 99.1. Unless the context otherwise requires, with respect to descriptions of the financials and operations of the Companys assets, references herein to the “Company,” “we,” “us” or “our” relate, prior to the business combination, to our assets as owned and operated by HPK LP or, prior to their respective acquisitions thereby, by the HighPeak Funds and, following the Closing of the business combination, to our assets as owned and operated by HighPeak Energy.

 

General

 

HighPeak Energy is a Delaware corporation initially formed on October 29, 2019, as a wholly owned subsidiary of Pure, solely for the purpose of combining the businesses previously conducted by Pure and HPK LP, which was completed on August 21, 2020. Our common stock and warrants are listed on the Nasdaq under the symbols “HPK” and “HPKEW,” respectively. HighPeak Energy’s CVRs are currently quoted on the OTC under the symbol “HPKER.” Further, the Company has applied to list the CVRs on the Nasdaq. There is no assurance, however, that the CVRs will be listed on the Nasdaq.

 

Overview

 

HighPeak Energy is a Delaware corporation initially formed on October 29, 2019, as a wholly owned subsidiary of Pure, solely for the purpose of combining the businesses previously conducted by Pure and HPK LP, referred to herein as the “business combination,” which was completed on August 21, 2020. Pure was formed November 13, 2017 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. HPK Energy, LP, a Delaware limited partnership, was formed on August 28, 2019 for the purpose of acquiring certain of the subsidiaries of HighPeak I and HighPeak II. HighPeak I and HighPeak II were formed in June 2014 and March 2018, respectively, in each case for the purpose of acquiring and developing interests in producing oil and natural gas properties located in North America. HighPeak Energy operates and controls the business and affairs of the Company and consolidates its financial and operating results with Pure and HPK LP.

 

HighPeak Energy is an independent oil and natural gas company engaged in the acquisition, development and production of oil, natural gas and NGL reserves. Our long-lived, predictable and high margin asset base is uniquely positioned to support our objectives of peer-leading returns and positive cash flow through various commodity cycles. We believe that executing our strategy across our largely contiguous acreage, high oil-cut, shallow decline production base and extensive inventory of identified drilling locations will result in long-term, capital efficient growth in production, value and reserves. Based upon results to date, we initiated a quarterly dividend in July 2021 and, subject to approval by the Board, would expect to return cash flow to the stockholders in the future.

 

We are led by our Chairman and CEO, Jack Hightower, an industry veteran with over 50 years of experience in the oil and natural gas industry, primarily in the Permian Basin managing multiple E&P platforms. Mr. Hightower has an established track record of implementing disciplined growth strategies and generating high returns for equity holders in both public and private companies. He has assembled a highly qualified team of experienced, oil and gas professionals, many of whom have technical and operational experience in the Permian Basin and have previously worked with Mr. Hightower.

 

Our President and director, Michael L. Hollis, leads our operational efforts with over 20 years of oil and gas experience, including most recently as the President and COO of Diamondback, another Permian focused oil and gas producer. Prior to Diamondback, Mr. Hollis was a Drilling Manager at Chesapeake, and also held roles in production, completions and drilling engineering at ConocoPhillips and Burlington.

 

57

 

 

The HighPeak Energy team has developed and evaluated advanced 3-D earth models based on geologic and petrophysical data across the majority of Howard County to find oil-rich reservoirs to enable cost efficient development of the resource. HighPeak Energy targets low-cost, low-risk, oil-rich reservoirs in the Midland Basin, primarily in Howard County, Texas which is one of the most active areas of the prolific Permian Basin with approximately 15 rigs running currently and nearly 2,000 horizontal wells drilled to date. In aggregate, the Company’s assets are characterized by:

 

 

high oil cut of ~90%;

 

 

attractive Midland pricing coupled with favorable all-in gathering and marketing costs;

 

 

large inventory of low-risk identified development drilling opportunities with attractive capital costs and peer-leading margins;

 

 

potential in-basin organic and strategic opportunities to expand our existing inventory with additional locations with substantially similar geology and economics.

 

Howard County has been one of the most active and productive oil producing regions within the Permian Basin. Our asset base is located within the oil-rich province of eastern Howard County, which continues to generate high oil cut percentages and rapid volume growth relative to other areas in the Midland Basin. As a result of these attributes, we have a deep understanding of many of the area’s geologic and reservoir characteristics, leading to predictable, repeatable low-risk development opportunities.

 

As of June 30, 2021, the first phase of Company owned produced water infrastructure system in Flat Top was complete and fully operational, which will (i) substantially reduce our water disposal costs and (ii) enable us to increase our use of recycled produced water for drilling and completion operations. The use of recycled produced water decreases the need for both fresh water and salt water disposal and further reduces our capital costs, operating costs and our environmental footprint. The Company is currently building out the second phase of its produced water system in Flat Top.

 

During the second quarter of 2021, the Company entered into a 10-year agreement to electrify and power its Flat Top area including the design, construction and operation of a 13-megawatt direct current solar photovoltaic facility located on 80 acres of our owned surface land which will substantially reduce our power costs and is projected to reduce CO2 emissions more than 100,000 metric tons over the life of the contract. Over the life of the contract, approximately 263 million kilowatt-hours of clean and reliable solar energy will be delivered to HighPeak Energy. The electrical facilities are projected to be operational in the second quarter of 2022.

 

During the second quarter of 2021, the Company entered into a crude oil marketing contract with Lion as the purchaser and DKL as the gatherer and transporter. The contract includes the Company’s current and future crude production from its horizontal wells in Flat Top where DKL will construct an oil gathering system and custody transfer meters to all the Company’s central tank batteries. The oil gathering system and custody transfer meters will reduce our crude oil transportation and marketing costs.

 

During the second quarter of 2021, the Company entered into a replacement gas purchase contract with WTG as the gatherer, processor and purchaser of the Company’s current and future gross natural gas production in Flat Top. The replacement contract provides the Company with improved natural gas and NGL pricing and requires WTG to expand its current low-pressure gathering system, which eliminates the need for in-field compression in Flat Top to accommodate the Company’s increased natural gas production volumes based on the current plan of development. Once operational, the expanded natural gas gathering system will reduce flaring and the emission of GHGs.

 

We expect to use proceeds from this equity offering for general corporate purposes, which may include accelerating our drilling and development activities given the current commodity price environment and funding further acquisition and consolidation of bolt-on assets.

 

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Overview of the Companys Assets

 

We focus on the Midland Basin and specifically the Howard County area of the Midland Basin. Over the last eight decades, the Howard County area of the Midland Basin was partially developed with vertical wells using conventional methods, and has recently experienced significant redevelopment activity in the Lower Spraberry and Wolfcamp A formations utilizing modern horizontal drilling technology, with some operators having additional success developing the Middle Spraberry, Jo Mill, Wolfcamp B and Wolfcamp D formations, through the use of modern, high-intensity hydraulic fracturing techniques, decreased frac spacing, increased proppant usage and increased lateral lengths. Our interpretation of available IHS Markit data and our own drilling and production results shows that Howard County is among the highest percentage of oil content and the highest oil production compounded annual growth rate, beginning in the first quarter of 2015 through the first quarter of 2021, of all of the counties in the Midland Basin.  The high margins driven by higher oil cuts have encouraged an active level of drilling activity since 2015 and have resulted in significant production growth compared with other counties in the Midland Basin.

 

Our assets include certain rights, title and interests in oil and natural gas assets located primarily in Howard County. As of June 30, 2021, our assets consisted of two generally contiguous leasehold positions of approximately 58,771 gross (51,875 net) acres covering various subsurface depths. We operate approximately 95% of the acreage across the Company’s assets and we hold an average working interest of approximately 88% in the Flat Top area and 85% in the Signal Peak area. Approximately 97% of the operated acreage provides for horizontal well locations with lateral lengths of 10,000 feet or greater in the formations covered by our assets. Our development drilling plan is initially focused on the horizontal drilling development of the Wolfcamp A and Lower Spraberry formations utilizing multi-well pad development to lower drilling and completion cycle times, create infrastructure and facility economies of scale, reduce overall costs, and to optimize and maximize oil and gas recoveries, return on investment, and value creation.

 

Background of the Companys Assets

 

On May 4, 2020, Pure, HighPeak Energy, MergerSub and the HPK Contributors entered into the Business Combination Agreement, pursuant to which, among other things, and subject to the terms and conditions contained therein, HighPeak Energy agreed to indirectly acquire the Company’s assets. Under the terms of the Business Combination Agreement, at the Closing, the HPK Contributors contributed HPK LP to HighPeak Energy in exchange for shares of HighPeak Energy common stock.