Amended Tender Offer Statement by Third Party (sc To-t/a)
November 17 2020 - 6:05AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 1
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SandRidge Permian Trust
(Name
of Subject Company (Issuer))
PEDEVCO Corp.
SRPT Acquisition, LLC
(Names
of Filing Persons (Offerors))
Common Units Representing Beneficial Interests
(Title
of Class of Securities)
428236103
(CUSIP
Number of Class of Securities (Underlying Common
Stock))
Dr. Simon G. Kukes
Chief Executive Officer
PEDEVCO Corp.
575 N. Dairy Ashford
Energy Center II, Suite 210
Houston, Texas 77079
(855) 733-3826
(Name,
Address, and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing
Person)
Copy to:
Clint Smith
Jones Walker LLP
201 St. Charles Avenue, Suite 5100
New Orleans, LA 70170
(504) 582-8429
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$23,520,000.00
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$2,567
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(1)
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Pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and
solely for the purpose of calculating the filing fee, the
transaction valuation was calculated as the market value of the
securities to be received, calculated as the product of: (1)
52,500,000 common units of beneficial interest (“Trust Common
Units”) of SandRidge Permian Trust (the “Trust”)
being the number of outstanding Trust Common Units as reported on
the cover page of the Trust’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020, and (2) the last sale price as
reported on OTC Pink Market on October 6, 2020
($0.4610).
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(2)
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Computed in accordance with Rule 0-11 under the Exchange Act and
Fee Rate Advisory No. 1 for Fiscal Year 2021 to be $2,567, which is
equal to 0.00010910 multiplied by the transaction valuation of
$23,520,000.00.
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☒
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Check the box if any part of the fee is offset as provided by Rule
0- 11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid:
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$2,567
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Filing Party:
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PEDEVCO Corp.
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Form
or Registration No.
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S-4
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Date Filed:
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October 13, 2020
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☐
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
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Check
the appropriate boxes below to designate any transactions to which
the statement relates:
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☒
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third-party tender offer subject to Rule 14d-1.
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☐
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issuer tender offer subject to Rule 13e-4.
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☐
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going-private transaction subject to Rule 13e-3.
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☐
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amendment to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the
results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
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☐
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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☐
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This
Amendment No. 1 to Schedule TO amends and supplements the Tender
Offer Statement on Schedule TO (together with any amendments and
supplements hereto, the “Schedule TO”) originally filed
on October 13, 2020 by PEDEVCO Corp., a Texas corporation
(“PEDEVCO”), and SRPT Acquisition, LLC, a Texas limited
liability company (“Purchaser”), and relates to the
third-party tender offer by Purchaser to exchange each of the
issued and outstanding common units of beneficial interest (the
“Trust Common Units”) of SandRidge Permian Trust (the
“Trust”), for 4/10ths of one share of common stock, par
value $0.001 per share (the “PEDEVCO Common Stock”),
subject to the procedures described in (1) the Offer to Exchange,
dated October 13, 2020 (the “Offer to Exchange”), and
(2) the related Letter of Transmittal (the offer reflected by such
terms and conditions, as they may be amended, supplemented or
extended from time to time, constitutes the
“Offer”).
The
information set forth in the Offer to Exchange, including all
schedules thereto, and any prospectus supplement or other
supplement thereto related to the Offer, is hereby expressly
incorporated herein by reference in response to all items in this
Schedule TO, except as otherwise set forth below.
Items 1-9 and 11 of the Schedule TO are hereby amended and
supplemented by adding the following:
The
Offer was terminated on November 17, 2020. No Trust Common Units
were purchased by Purchaser pursuant to the Offer. Purchaser has
instructed the exchange agent for the Offer to promptly return all
Trust Common Units to the tendering unitholders.
ITEM
12. EXHIBITS.
Item 12
of the Schedule TO is hereby amended and supplemented by adding the
following:
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(a)(5)(B)
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Press Release, dated October 15, 2020 (incorporated by reference to
PEDEVCO’s filing pursuant to Rule 425 on October 15,
2020).
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(a)(5)(C)
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Press Release, dated November 9, 2020 (incorporated by reference to
PEDEVCO’s filing pursuant to Rule 425 on November 9,
2020).
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(a)(5)(D)
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Press Release, dated November 17, 2020 (incorporated by reference
to PEDEVCO’s filing pursuant to Rule 425 on November 17,
2020).
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SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete
and correct.
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PEDEVCO CORP.
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By:
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/s/ Dr. Simon G. Kukes
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Name:
Dr. Simon G. Kukes
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Title:
Chief Executive Officer
(Principal
Executive Officer)
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SRPT Acquisition, LLC
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By:
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/s/ Dr. Simon G. Kukes
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Name:
Dr. Simon G. Kukes
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Title:
Chief Executive Officer
(Principal
Executive Officer)
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Date:
November 17, 2020
Exhibit Index
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(a)(1)(A)
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Offer to Exchange, dated October 13, 2020 (incorporated by
reference to the PEDEVCO Registration Statement on Form S-4 filed
on October 13, 2020).
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(a)(1)(B)
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Form of Letter of Transmittal (incorporated by reference to the
PEDEVCO Registration Statement on Form S-4 filed on October 13,
2020).
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery (incorporated by reference to
the PEDEVCO Registration Statement on Form S-4 filed on October 13,
2020).
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to the
PEDEVCO Registration Statement on Form S-4 filed on October 13,
2020).
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to the PEDEVCO Registration Statement on Form S-4 filed
on October 13, 2020).
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(a)(5)(A)
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Press Release, dated October 13, 2020 (incorporated by reference to
the PEDEVCO Current Report on Form 8-K filed on October 13,
2020).
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(a)(5)(B)
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Press Release, dated October 15, 2020 (incorporated by reference to
PEDEVCO’s filing pursuant to Rule 425 on October 15,
2020).
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(a)(5)(C)
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Press Release, dated November 9, 2020 (incorporated by
reference to PEDEVCO’s filing pursuant to Rule 425 on
November 9, 2020).
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(a)(5)(D)
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Press Release, dated November 17, 2020 (incorporated by
reference to PEDEVCO’s filing pursuant to Rule 425 on
November 17, 2020).
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(b)
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Not applicable.
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(d)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Opinion of Jones Walker, LLP (incorporated by reference to the
PEDEVCO Registration Statement on Form S-4 filed on October 13,
2020).
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