SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. )1
RAM Energy Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
75130P109000
(CUSIP Number)
Roland T. Kelly
11100 Santa Monica Boulevard, 12th Floor
Los Angeles, CA 90025
(310) 914-1373
Larry E. Lee
5100 E. Skelly Dr., Suite 650
Tulsa, OK 74135
(918) 663-2800
Britani Talley Bowman
3155 E. 86th St.
Tulsa, OK 74137
(918) 298-2113
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 21, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
1 | This Schedule 13D acts as an amendment to prior filings for several of the stockholders set forth herein as noted in Item 2. The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Jefferies & Company, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 95-2622900 | |||||
(2) | Check the appropriate box if a member of a group
(a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds
OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
-0- | ||||
(8) | Shared voting power
39,798,759 | |||||
(9) | Sole dispositive power
-0- | |||||
(10) | Shared dispositive power
17,198,366 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
CO, BD |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Jefferies Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 95-4719745 | |||||
(2) | Check the appropriate box if a member of a group
(a) x (b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
-0- | ||||
(8) | Shared voting power
39,798,759 | |||||
(9) | Sole dispositive power
-0- | |||||
(10) | Shared dispositive power
17,198,366 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
CO, HC |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Jefferies High Yield Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 95-4736081 | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
-0- | ||||
(8) | Shared voting power
39,798,759 | |||||
(9) | Sole dispositive power
-0- | |||||
(10) | Shared dispositive power
14,954,053 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
OO, HC |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Jefferies High Yield Trading, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 95-4736081 | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
-0- | ||||
(8) | Shared voting power
39,798,759 | |||||
(9) | Sole dispositive power
-0- | |||||
(10) | Shared dispositive power
14,954,053 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
OO, BD |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Britani Talley Bowman
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
(2) | Check the appropriate box if a member of a group
(a) x (b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
UNITED STATES | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
9,500,000 | ||||
(8) | Shared voting power
30,298,759 | |||||
(9) | Sole dispositive power
9,500,000 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
IN |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Dannebrog Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 74-3004164 | |||||
(2) | Check the appropriate box if a member of a group
(a) x (b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
SC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
UNITED STATES | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
9,500,000 | ||||
(8) | Shared voting power
30,298,759 | |||||
(9) | Sole dispositive power
9,500,000 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
CO |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Danish Knights, A Limited Partnership
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 74-3007501 | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds
| |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
TEXAS | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
9,500,000 | ||||
(8) | Shared voting power
30,298,759 | |||||
(9) | Sole dispositive power
9,500,000 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
PN |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Larry E. Lee
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
PF, SC, OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
UNITED STATES | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
317,013 | ||||
(8) | Shared voting power
39,481,746 | |||||
(9) | Sole dispositive power
317,013 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
IN |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Larry E. Lee Revocable Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds
OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
OKLAHOMA | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
9,672,691 | ||||
(8) | Shared voting power
30,126,068 | |||||
(9) | Sole dispositive power
9,672,691 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
OO |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Lee 2006 Family Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
OO | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
OKLAHOMA | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
1,278,347 | ||||
(8) | Shared voting power
38,520,412 | |||||
(9) | Sole dispositive power
1,278,347 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
OO |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Lawrence S. Coben | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
n/a | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
UNITED STATES OF AMERICA | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
1,346,245 | ||||
(8) | Shared voting power
38,495,514 | |||||
(9) | Sole dispositive power
1,346,245 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,841,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.6% | |||||
(14) |
Type of reporting person
IN |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
John M. Reardon
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
PF,SC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
| |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
145,888 | ||||
(8) | Shared voting power
39,652,871 | |||||
(9) | Sole dispositive power
145,888 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
IN |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
The Reardon Trust dated 12/10/2001
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
n/a | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
CALIFORNIA | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
122,946 | ||||
(8) | Shared voting power
39,675,813 | |||||
(9) | Sole dispositive power
122,946 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
OO |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Sean P. Lane
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
SC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
UNITED STATES | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
161,388 | ||||
(8) | Shared voting power
39,637,371 | |||||
(9) | Sole dispositive power
161,388 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,798,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.5% | |||||
(14) |
Type of reporting person
IN |
CUSIP No: 75130P109000 | 13D |
(1) |
Names of reporting persons
Gerald R. Marshall
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
(2) | Check the appropriate box if a member of a group
(a) x
(b) ¨ | |||||
(3) | SEC use only
| |||||
(4) | Source of funds
PF, SC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
UNITED STATES | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
160,888 | ||||
(8) | Shared voting power
39,707,871 | |||||
(9) | Sole dispositive power
160,888 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
39,868,759 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
¨ | |||||
(13) |
Percent of class represented by amount in Row 11
50.6% | |||||
(14) |
Type of reporting person
IN |
Item 1. Security and Issuer.
This Schedule 13D (the Schedule 13D) relates to the common stock of RAM Energy Resources, Inc. (the Issuer), par value $0.0001 per share (the Issuer common stock), and is being filed on behalf of the filers executing this Schedule 13D. The address of the principal executive offices of the Issuer is 5100 East Skelly Drive, Suite 650, Tulsa, Oklahoma 74135.
Items 2 and 3.
Jefferies & Company, Inc.
Item 2. Identity and Background.
This Amendment No. 5 to Schedule 13D is filed by (i) Jefferies & Company, Inc. (Jefferies), (ii) Jefferies Group, Inc. (Jefferies Group), (iii) Jefferies High Yield Trading, LLC (Trading) and (iv) Jefferies High Yield Holdings, LLC (Holdings) (the persons mentioned in (i), (ii) (iii) and (iv) are referred to as the Jefferies Reporting Persons). There is no change to the Item 2 information previously filed by the Jefferies Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Danish Knights, A Limited Partnership.
Item 2. Identity and Background.
This Amendment No. 2 to Schedule 13D is filed by Ms. Bowman, on her own behalf and on behalf of Danish Knights, A Limited Partnership (Danish Knights), 98.5% of which is owned by Ms. Bowman and 1.5% of which is owned by Dannebrog Corporation (Dannebrog), the general partner of Danish Knights. Ms. Bowman, Danish Knights and Dannebrog are referred to collectively herein as the Bowman Reporting Persons. There is no change to the Item 2 information previously filed by the Bowman Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Larry E. Lee.
Item 2. Identity and Background.
This Amendment No. 2 to Schedule 13D is filed by Mr. Lee, and there is no change to the Item 2 information previously filed by Mr. Lee.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Larry E. Lee Revocable Trust.
Item 2. Identity and Background.
(a) | Name: Larry E. Lee Revocable Trust |
(b) | Principal business address: Meridian Tower, Suite 650, 5100 E. Skelly Drive, Tulsa, OK 74135 |
(c) | Occupation: Manage trust assets at the principal business address. |
(d) | Criminal Convictions: Not applicable. |
(e) | Civil Proceedings: Not applicable. |
(f) | Citizenship: United States of America |
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Lee 2006 Family Trust.
Item 2. Identity and Background.
(a) | Name: Lee 2006 Family Trust |
(b) | Principal business address: 6322 Carrington Drive, Dallas TX 75254 |
(c) | Occupation: Manage trust assets at the principal business address. |
(d) | Criminal Convictions: Not applicable. |
(e) | Civil Proceedings: Not applicable. |
(f) | Citizenship: United States of America |
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Lawrence S. Coben.
Item 2. Identity and Background.
(a) | Name: Lawrence S. Coben |
(b) | Principal business address: 40 West 22nd Street #11, New York, NY 10010 |
(c) | Occupation: Executive |
(d) | Criminal Convictions: Not applicable. |
(e) | Civil Proceedings: Not applicable. |
(f) | Citizenship: United States of America |
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.3
John M. Reardon.
Item 2. Identity and Background.
(a) | Name: John M. Reardon |
(b) | Principal business address: 26217 Chiswick Court, Valencia CA 91355 |
(c) | Occupation: Investments; retired |
(d) | Criminal Convictions: Not applicable. |
(e) | Civil Proceedings: Not applicable. |
(f) | Citizenship: United States of America |
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
The Reardon Trust Dated 12/10/2001.
Item 2. Identity and Background.
(a) | Name: The Reardon Trust Dated 12/10/2001. |
(b) | Principal business address: 26217 Chiswick Court, Valencia CA 91355 |
(c) | Occupation: Manage trust assets at the principal business address. |
(d) | Criminal Convictions: Not applicable. |
(e) | Civil Proceedings: Not applicable. |
(f) | Citizenship: United States of America |
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Sean P. Lane.
Item 2. Identity and Background.
(a) | Name: Sean P. Lane |
(b) | Principal business address: 6 Mead Point Drive, Greenwich, CT 06830 |
(c) | Occupation: Executive |
(d) | Criminal Convictions: Not applicable. |
(e) | Civil Proceedings: Not applicable. |
(f) | Citizenship: United States of America |
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Gerald R. Marshall.
Item 2. Identity and Background.
(a) | Name: Gerald R. Marshall |
(b) | Principal business address: 1701 Randel Road, Nichols Hill, OK 73116 |
(c) | Occupation: Consultant to Financial Service Firms |
(d) | Criminal Convictions: Not applicable. |
(e) | Civil Proceedings: Not applicable. |
(f) | Citizenship: United States of America |
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On December 21, 2011, the Issuer entered into a Securities Purchase Agreement (the Purchase Agreement) with Halcon Resources, LLC, a Delaware limited liability company (Halcon). Pursuant to the Purchase Agreement, (i) Halcon will purchase and the Issuer will sell 220,000,000 shares of the Issuers common stock (the Shares) for a purchase price of $275,000,000, or $1.25 per share, and (ii) Halcon will purchase at face value and the Issuer will issue a senior convertible promissory note in the principal amount of $275,000,000 (the Note), together with five year warrants to purchase 110,000,000 shares of the Issuers common stock at an exercise price of $1.50 per share (the Warrants). The purchase and sale of the Shares, the Note and the Warrants is referred to herein as the Securities Purchase.
The Board of Directors of the Issuer and the members of Halcon have approved the Purchase Agreement and the Securities Purchase. The stockholders filing this Schedule 13D, which hold a majority of the Issuers outstanding shares of common stock, have executed a stockholders agreement (the Stockholders Agreement) pursuant to which such stockholders agreed to execute and deliver within 20 business days following the execution of the Purchase Agreement, or January 20, 2012, a written consent (the Stockholder Approval) approving (i) the issuance of the Shares, the Note and the Warrants pursuant to the terms of the Purchase Agreement; (ii) the amendment of the Issuers certificate of incorporation to (A) increase the Issuers authorized shares of common stock from 100,000,000 shares to 1,010,000,000 shares; (B) effect a 1-for-3 reverse stock split of the Issuers common stock upon satisfaction of the notice requirements of the NASDAQ Stock Market following the closing; and (C) change the name of the Issuer to Halcon Resources Corporation; and (iii) the amendment of the Issuers 2006 Long-Term Incentive Plan to increase the number of shares that may be issued under the plan from 7.4 million to 11.1 million shares.
As a condition to closing, the Issuers current officers and directors will resign effective as of the closing, although certain Issuer officers may be retained by Halcon for an indefinite period. A new Board of Directors will be immediately appointed by Halcon. Completion of the Securities Purchase is also subject to other customary closing conditions.
Following closing, Halcon has agreed, expressly for the benefit of the Issuers stockholders other than Halcon that, for the two year period following the closing date, Halcon will not vote its shares in favor any transactions that would result in the Issuer going private such as a cash-out or freeze-out merger, a more than 1-for-100 reverse stock split or any other transaction that would constitute a transaction regulated by Rule 13e-3 of the Securities Exchange Act of 1934.
The Purchase Agreement contains customary termination rights for both the Issuer and Halcon, including the right of the Issuer or Halcon to terminate the Purchase Agreement in the event that the Issuer accepts a Superior Proposal (as defined in the Purchase Agreement) prior to the date that the stockholders execute and deliver the Stockholder Approval. The Stockholders Agreement will terminate upon termination of the Purchase Agreement.
The Shares, the Note and the Warrants will be issued and sold in a private placement exempt from the registration requirements of the Securities Act of 1933 under Section 4(2) of the Securities Act of 1933. At closing, the Issuer will enter into a registration rights agreement with Halcon which will give Halcon the right to require the Issuer, on up to three occasions, to register for public sale the Shares acquired at the closing and any shares of common stock acquired upon the exercise of the Warrants and conversion of the Note. The registration rights agreement will also provide Halcon with piggyback registration rights with respect to registrations of the offer and sale of any shares of the Issuers common stock the Issuer may effect for its own account or for the benefit of other selling stockholders.
Item 5. Interest in Securities of the Issuer.
Jefferies & Company, Inc.
(a) | Amount and Percentage of Class Beneficially Owned: |
Jefferies has a service agreement with Trading, pursuant to which Trading has granted to Jefferies the power to vote or direct the vote, and to dispose or to direct the disposition of, the shares of Common Stock reported herein and held for the account of Trading, and, accordingly, Jefferies may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Trading. Holdings is the sole owner of Trading, and, in such capacity, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Trading. Jefferies Group is the sole owner of Jefferies and a member of Holdings, and, in such capacities, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the accounts of Jefferies and Holdings.
The filing of this amendment shall not be construed as an admission that Jefferies, Trading, Holdings, or Jefferies Group is, for purposes of Section 13 of the Act, the beneficial owner of any shares not held directly for the account of each such Jefferies Reporting Person covered by this Schedule 13D.
Brian P. Friedman who beneficially owns shares of Issuer common stock may be considered an affiliate of the Jefferies Reporting Persons for purposes of Section 13 of the Act and the Jefferies Reporting Persons may be deemed to beneficially own the shares of Issuer common stock beneficially owned by Mr. Friedman. Mr. Friedman and each of the Jefferies Reporting Persons may coordinate their decisions or actions relating to the holding, voting and/or disposition of the shares of Issuer common stock beneficially owned by each such person. Each of the Jefferies Reporting Persons expressly disclaims (a) beneficial ownership of the shares of Issuer common stock beneficially owned by Mr. Friedman and (b) that the Jefferies Reporting Persons and Mr. Friedman constitute a group or person for purposes of Section 13 of the Act.
Amount Beneficially Owned:
As of the date hereof:
1. | Jefferies may be deemed to be the beneficial owner of 39,798,759 shares of Issuer common stock. This number consists of 2,244,313 shares of Issuer common stock held for its own account, 14,954,053 shares of Issuer common stock held for the account of Trading and 22,600,393 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
2. | Jefferies Group may be deemed to be the beneficial owner of 39,798,759 shares of Issuer common stock. This number consists of 2,244,313 shares of Issuer common stock held for the account of Jefferies, 14,954,053 shares of Issuer common stock held for the account of Trading and 22,600,393 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
3. | Trading may be deemed to be the beneficial owner of 39,798,759 shares of Issuer common stock. This number consists of 14,954,053 shares of Issuer common stock held for its own account and 24,844,706 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement . |
4. | Holdings may be deemed to be the beneficial owner of 14,954,053 shares of Issuer common stock. This number consists of 14,954,053 shares of Issuer common stock held for the account of Trading and 24,844,706 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
Percentage of Class:
The calculations set forth herein are based on 78,768,405 shares of Issuer common stock outstanding. This number was reported as outstanding on December 21, 2011 by the Issuer.
1. | Jefferies may be deemed to be the beneficial owner of approximately 50.5% of the total number of shares of Issuer common stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. |
2. | Jefferies Group may be deemed to be the beneficial owner of approximately 50.5% of the total number of shares of Issuer common stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. |
3. | Trading may be deemed to be the beneficial owner of approximately 50.5% of the total number of shares of Issuer common stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. |
4. | Holdings may be deemed to be the beneficial owner of approximately 50.5% of the total number of shares of Issuer common stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act. |
(b) | Number of shares as to which such person has: |
1. | Jefferies |
Sole power to vote or to direct the vote: -0- |
Shared power to vote or to direct the vote: 39,798,759 |
Sole power to dispose or to direct the disposition of: -0- |
Shared power to dispose or to direct the disposition of: 17,198,366 |
2. | Jefferies Group |
Sole power to vote or to direct the vote: 0 |
Shared power to vote or to direct the vote: 39,798,759 |
Sole power to dispose or to direct the disposition of: 0 |
Shared power to dispose or to direct the disposition of: 17,198,366 |
3. | Trading |
Sole power to vote or to direct the vote: -0- |
Shared power to vote or to direct the vote: 39,798,759 |
Sole power to dispose or to direct the disposition of: -0- |
Shared power to dispose or to direct the disposition of: 14,954,053 |
4. | Holdings |
Sole power to vote or to direct the vote: 0 |
Shared power to vote or to direct the vote: 39,798,759 |
Sole power to dispose or to direct the disposition of: 0 |
Shared power to dispose or to direct the disposition of: 14,954,053 |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
Danish Knights, A Limited Partnership
(a) | The Bowman Reporting Persons beneficially own an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 9,500,000 shares of Issuer common stock held for its own account and 30,298,759 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | The Bowman Reporting Persons have sole voting and dispositive power with respect to 9,500,000 shares of Issuer common stock and has shared voting power with respect to 30,298,759 shares of Issuer common stock. The 9,500,000 of shares of Issuer common stock reported on this Schedule 13D are owned by Danish Knights. Dannebrog is the general partner of Danish Knights and Ms. Bowman is the President and sole director of Dannebrog and, therefore, each may be deemed to be the beneficial owner of the Issuer common stock under Section 13 of the Securities Exchange Act of 1934. Both Dannebrog and Ms. Bowman disclaim any such beneficial ownership. |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
Larry E. Lee
(a) | Larry E. Lee beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 317,013 shares of Issuer common stock held for his own account and 39,481,746 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | Larry E. Lee has sole voting and dispositive power with respect to 317,013 shares of Issuer common stock and has shared voting power with respect to 39,481,746 shares of Issuer common stock. |
(c) | Mr. Lee sold 7,987 shares of Issuer common stock to Issuer on December 15, 2011 in payment of withholding taxes. |
(d) | Not applicable. |
(e) | Not applicable. |
Larry E. Lee Revocable Trust
(a) | Larry E. Lee Revocable Trust beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 9,672,691 shares of Issuer common stock held for its own account and 30,126,068 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | Larry E. Lee Revocable Trust has sole voting and dispositive power with respect to 9,672,691 shares of Issuer common stock and has shared voting power with respect to 30,126,068 shares of Issuer common stock. |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
Lee 2006 Family Trust
(a) | Lee 2006 Family Trust beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 1,278,347 shares of Issuer common stock held for its own account and 38,520,412 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | Lee 2006 Family Trust has sole voting and dispositive power with respect to 1,278,347 shares of Issuer common stock and has shared voting power with respect to 38,520,412 shares of Issuer common stock. |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
Lawrence S. Coben
(a) | Lawrence S. Coben beneficially owns an aggregate of 39,841,759 shares of Issuer common stock or approximately 50.6% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 1,346,245 shares of Issuer common stock held for his own account and 38,495,514 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | Lawrence S. Coben has sole voting and dispositive power with respect to 1,346,245 shares of Issuer common stock and has shared voting power with respect to 38,495,514 shares of Issuer common stock. |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
John M. Reardon
(a) | John M. Reardon beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 145,888 shares of Issuer common stock held for his own account and 39,652,871 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | John M. Reardon has sole voting and dispositive power with respect to 145,888 shares of Issuer common stock and has shared voting power with respect to 39,652,871 shares of Issuer common stock. |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
The Reardon Trust Dated 12/10/2001
(a) | The Reardon Trust dated 12/10/2001 beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 122,946 shares of Issuer common stock held for its own account and 39,675,813 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | The Reardon Trust dated 12/10/2001 has sole voting and dispositive power with respect to 122,946 shares of Issuer common stock and has shared voting power with respect to 39,675,813 shares of Issuer common stock. |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
Sean P. Lane
(a) | Sean P. Lane beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 161,388 shares of Issuer common stock held for his own account and 39,637,371 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | Sean P. Lane has sole voting and dispositive power with respect to 161,388 shares of Issuer common stock and has shared voting power with respect to 39,637,371 shares of Issuer common stock. |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
Gerald R. Marshall
(a) | Gerald R. Marshall beneficially owns an aggregate of 39,868,759 shares of Issuer common stock or approximately 50.6% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 160,888 shares of Issuer common stock held for his own account and 39,707,871 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement. |
(b) | Gerald R. Marshall has sole voting and dispositive power with respect to 160,888 shares of Issuer common stock and has shared voting power with respect to 39,707,871 shares of Issuer common stock. |
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
See the description of the Stockholders Agreement in Item 4 above. The stockholders executing this Schedule 13D have also executed a Joint Filing Agreement attached as Exhibit 10.1 to this Schedule 13D.
Item 7. Materials to be Filed as Exhibits.
Exhibit No. |
Description | |
10.1 | Joint Filing Agreement, dated as of December 21, 2011, by and among the reporting stockholders. | |
10.2 | Securities Purchase Agreement, dated as of December 21, 2011, by and between RAM Energy Resources, Inc. and Halcon Resources, LLC., incorporated by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2011. | |
10.3 | Stockholders Agreement, dated as of December 21, 2011, by and among the Issuer, Halcon Resources, LLC and the reporting stockholders. |
SIGNATURE
After reasonable 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.
December 28, 2011
Jefferies & Company, Inc.
By /s/ Roland T. Kelly
Name: Roland T. Kelly
Title: Associate General Counsel and Managing Director
Jefferies Group, Inc.
By /s/ Roland T. Kelly
Name: Roland T. Kelly
Title: Assistant Secretary
Jefferies High Yield Trading, LLC
By /s/ Paul J. Loomis
Name: Paul J. Loomis
Title: Managing Director/Authorized Signatory
Jefferies High Yield Trading, LLC
By /s/ Paul J. Loomis
Name: Paul J. Loomis
Title: Managing Director
/s/ Larry E. Lee
Larry E. Lee
Larry E. Lee Revocable Trust.
By /s/ Larry E. Lee
Larry E. Lee, Trustee
Lee 2006 Family Trust
By /s/ M. Keith McKinney
M. Keith McKinney, Trustee
Danish Knights, A Limited Partnership
By: Dannebrog Corporation, General Partner
By /s/ Britani Talley Bowman
Britani Talley Bowman, President
Dannebrog Corporation
By /s/ Britani Talley Bowman
Britani Talley Bowman, President
/s/ Britani Talley Bowman
Britani Talley Bowman
/s/ Lawrence S. Coben
Lawrence S. Coben
/s/ John M. Reardon
John M. Reardon
The Reardon Trust Dated 12/10/2001
By /s/ John M. Reardon
John M. Reardon, Trustee
/s/ Sean P. Lane
Sean P. Lane
/s/ Gerald R. Marshall
Gerald R. Marshall
EXHBIT INDEX
Exhibit No. |
Description | |
10.1* | Joint Filing Agreement, dated as of December 21, 2011, by and among the reporting stockholders. | |
10.2 | Securities Purchase Agreement, dated as of December 21, 2011, by and between RAM Energy Resources, Inc. and Halcon Resources, LLC, incorporated by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2011. | |
10.3* | Stockholders Agreement, dated as of December 21, 2011, by and among the Issuer, Halcon Resources, LLC and the reporting stockholders. |
* | Filed herewith. |
Exhibit 10.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $.0001 per share, of RAM Energy Resources, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 21st day of Dcember, 2011.
Jefferies & Company, Inc.
By /s/ Roland T. Kelly
Name: Roland T. Kelly
Title: Associate General Counsel and Managing Director
Jefferies Group, Inc.
By /s/ Roland T. Kelly
Name: Roland T. Kelly
Title: Assistant Secretary
Jefferies High Yield Trading, LLC
By /s/ Paul J. Loomis
Name: Paul J. Loomis
Title: Managing Director/Authorized Signatory
Jefferies High Yield Trading, LLC
By /s/ Paul J. Loomis
Name: Paul J. Loomis
Title: Managing Director
/s/ Larry E. Lee
Larry E. Lee
Larry E. Lee Revocable Trust.
By /s/ Larry E. Lee
Larry E. Lee, Trustee
Lee 2006 Family Trust
By /s/ M. Keith McKinney
M. Keith McKinney, Trustee
Danish Knights, A Limited Partnership
By: Dannebrog Corporation, General Partner
By /s/ Britani Talley Bowman
Britani Talley Bowman, President
Dannebrog Corporation
By /s/ Britani Talley Bowman
Britani Talley Bowman, President
/s/ Britani Talley Bowman
Britani Talley Bowman
/s/ Lawrence S. Coben
Lawrence S. Coben
/s/ John M. Reardon
John M. Reardon
The Reardon Trust Dated 12/10/2001
By /s/ John M. Reardon
John M. Reardon, Trustee
/s/ Sean P. Lane
Sean P. Lane
/s/ Gerald R. Marshall
Gerald R. Marshall
Exhibit 10.3
STOCKHOLDERS AGREEMENT
This Stockholders Agreement (the Agreement) is made and entered into this 21st day of December, 2011, by and among RAM ENERGY RESOURCES, INC., a Delaware corporation (the Company), HALCON RESOURCES, LLC, a Delaware limited liability company (Halcon), and the undersigned stockholders of the Company (the Stockholders).
RECITALS
WHEREAS, the Company and Halcon have entered into a Securities Purchase Agreement of even date herewith (the Purchase Agreement) that provides, among other things, for the purchase by Halcon from the Company of shares of common stock, par value $.0001 per share, of the Company (Common Stock), as well as Warrants and a Note that will be exercisable for or convertible into additional shares of Common Stock; and
WHEREAS, the Stockholders currently own, of record and beneficially, and control a majority of the outstanding shares of Common Stock and, in order to induce Halcon to enter into the Purchase Agreement and to consummate the transactions contemplated thereby, the Stockholders desire to agree to approve such transactions and to take certain additional actions as set forth herein; and
WHEREAS, each of the Stockholders has read and understands the terms and provisions of the Purchase Agreement and the effects of the consummation of the transactions contemplated thereby, including but not limited to the dilution of their individual and collective ownership interests in the Company; and
WHEREAS, the parties are entering into this Agreement as a condition to the execution of the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Stockholder Voting. Each of the Stockholders agrees, so long as it owns or controls such shares, to vote the shares of Common Stock owned, of record and beneficially, by such Stockholder as set forth on Exhibit A attached hereto (the Stock) to approve the issuance of the Securities pursuant to the terms and conditions of the Purchase Agreement and each of the following items (such issuance and other items, collectively, the Proposed Actions):
(a) | the amendment of the Companys certificate of incorporation to: |
(i) | increase the number of authorized shares of Common Stock from 100.0 million shares to 1.01 billion shares; |
(ii) | effect a one-for-three reverse stock split of the Companys outstanding Common Stock upon satisfaction of the notice requirements of The |
(iii) | Nasdaq Stock Market following the Closing of the transactions contemplated by the Purchase Agreement; and |
(iv) | change the name of the Company to Halcon Resources Corporation; |
(b) | the amendment of the Companys 2006 Long-Term Incentive Plan to increase the number of shares of Common Stock that may be issued under such plan from 7.4 million to 11.1 million, representing an increase of 3.7 million shares; and |
(c) | A non-binding, advisory proposal to approve the compensation that may become payable to the Companys named executive officers in connection with the completion of the transactions contemplated by the Purchase Agreement. |
Without limiting the foregoing, each Stockholder agrees to execute and deliver to the Company, not later than twenty (20) Business Days after the date hereof, a written consent, in a form reasonably acceptable to Halcon (the Written Consent), evidencing the affirmative vote of all of the Stock owned and controlled by such Stockholder to approve each of the Proposed Actions. The Stockholders understand and agree that their covenants and agreements set forth herein are irrevocable for so long as this Agreement remains in effect. Each Stockholder agrees not to revoke, rescind or supersede, or to vote any of its Stock in any manner contrary to, its approval of the Proposed Actions given pursuant to the Written Consent or at any meeting of stockholders. The preceding sentence shall survive any termination of this Agreement pursuant to clause (ii) or (iii) of Section 2 below until the Purchase Agreement is terminated in accordance with its terms or the transactions contemplated by the Purchase Agreement are consummated.
2. Term. This Agreement shall terminate and be of no further force and effect upon the first to occur of (i) termination of the Purchase Agreement, (ii) the delivery to the Company of the Written Consent executed by all of the Stockholders, or (iii) the date of any meeting of the Companys stockholders, whereby the issuance of the Securities pursuant to the Purchase Agreement and the other Proposed Actions are voted upon.
3. Stockholders Representation and Warranties. Each Stockholder severally, as to itself only, represents and warrants to Halcon that (a) such Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms, and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by such Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Schedule 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) except to the extent contemplated herein, such Stockholders shares of Stock and the certificates representing such shares are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements or any other encumbrances whatsoever (Encumbrances) with respect to the ownership or voting of such
shares of Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement; (d) there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, such shares of Stock other than this Agreement; and (e) such Stockholder has the present power and right to vote all the shares of Stock as contemplated herein.
4. Certain Defined Terms. Unless otherwise expressly provided herein, all capitalized terms used herein without definition shall have the meanings assigned to them in the Purchase Agreement.
5. Negative Covenants of Each Stockholder. Except to the extent contemplated herein or in the Purchase Agreement, each Stockholder hereby covenants and agrees that, during the term of this Agreement, such Stockholder will not, and will not agree to, directly or indirectly, (a) sell, transfer, assign, cause to be redeemed or otherwise dispose of any of its shares of Stock or enter into any contract, option or other agreement or understanding with respect to the sale, transfer, assignment, redemption or other disposition of its shares of Stock; (b) grant any proxy, power-of-attorney or other authorization or interest in or with respect to its shares of Stock pertaining or relating to the Purchase Agreement, any of the transactions contemplated thereby or any of the other Proposed Actions; or (c) deposit such Stock into a voting trust or enter into a voting agreement or arrangement with respect to such Stock, unless and until, in the case of clause (a), (b) or (c) above, the Stockholder shall have taken all actions (including, without limitation, the placement of a legend on the certificates evidencing such Stock) reasonably necessary to ensure that such Stock shall at all times be subject to all the rights, powers and privileges granted or conferred, and subject to all the restrictions, covenants and limitations imposed, by this Agreement and shall have caused, as a condition to any sale, transfer, pledge or other disposition of any shares of Stock, any transferee of any of the Stock, unless it is already a signatory to this Agreement, to become a signatory to and be bound by the terms of this Agreement.
6. Remedies and Liability for Breach. The Stockholders agree that, to the extent permitted by law, (i) the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and that in the event of a breach by any Stockholder, damages would not be an adequate remedy, and (ii) Halcon shall be entitled to specific performance and injunctive and equitable relief in addition to any other remedy to which it may be entitled at law or in equity.
7. Successors. This Agreement shall be binding upon and shall operate for the benefit of Halcon, the Stockholders and the Company, their respective members and stockholders, and their respective successors, assigns, executors, administrators and heirs, and it shall be binding upon any entity to whom any Stock is transferred whether or not in accordance with the provisions of this Agreement, and the executor or administrator of such entity.
8. Modification. Notwithstanding anything to the contrary in this Agreement or otherwise, no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by all parties hereto. Each Stockholder covenants not to vote any shares of Stock in favor of any amendment of the certificate of
incorporation or bylaws of the Company, if such amendment would materially modify the terms or frustrate the purpose of this Agreement or the Purchase Agreement, unless the vote on such amendment is approved unanimously by the parties to this Agreement.
9. Non-Waiver. The failure to enforce at any time any of the provisions of this Agreement, or to require at any time performance by any other party of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions.
10. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future Laws effective during the term hereof, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.
11. Entire Agreement. This Agreement and the Purchase Agreement contain the full understanding of the parties hereto with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein or therein.
12. Notices. Any notice to be given by any party hereunder to any other shall be in writing, mailed by certified or registered mail, return receipt requested, and shall be addressed to all other parties at the addresses listed on the signature page hereof. All such notices shall be deemed to be given three (3) days after the date of mailing thereof.
13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one and the same instrument.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first written above.
RAM ENERGY RESOURCES, INC. | ||
By: | /s/ Larry E. Lee | |
Name: Larry E. Lee | ||
Title: President and CEO |
Address for Notice:
RAM Energy Resources, Inc.
5100 East Skelly Drive, Suite 650
Tulsa, Oklahoma 74135
Attention: Larry E. Lee, President and CEO
Fax: (918) 663-9214
With a copy (which shall not constitute notice) to:
McAfee & Taft
Tenth Floor, Two Leadership Square
211 N. Robinson
Oklahoma City, OK 73102-7103
Attention: C. David Stinson
Fax: (405) 235-0439
HALCON RESOURCES, LLC | ||
By: | /s/ Floyd C. Wilson | |
Name: Floyd C. Wilson Title: Manager |
Address for Notice:
Halcon Resources, LLC
1000 Louisiana, Suite 6905
Houston, Texas 77002
Attention: Floyd C. Wilson
Fax: (832) 538-0220
With a copy (which shall not constitute notice) to:
Thompson & Knight LLP
333 Clay Street
Suite 3300
Houston, Texas 77002
Attention: William T. Heller IV
Fax: (713) 654-1871
STOCKHOLDERS SIGNATURE PAGE
Attached to Stockholders Agreement dated December 21, 2011,
by and among
RAM ENERGY RESOURCES, INC., a Delaware corporation,
HALCON RESOURCES, LLC, a Delaware limited liability company,
and the undersigned STOCKHOLDERS of the Company
Stockholder Name and Address for Notice Purposes
Jefferies & Company, Inc.
Attn: Roland Kelly
520 Madison Ave.
New York, NY 10022
By | /s/ Roland T. Kelly | |
Name: Title: |
Roland T. Kelly Associate General Counsel and Managing Director |
Jefferies High Yield Trading, LLC
c/o Jefferies & Company, Inc.
Attn: Roland Kelly
520 Madison Ave.
New York, NY 10022
By | /s/ Paul J. Loomis | |
Name: Title: |
Paul J. Loomis Managing Director/Authorized Signatory |
/s/ Larry E. Lee |
Larry E. Lee Meridian Tower, Suite 650 5100 E. Skelly Drive Tulsa, OK 74135 |
Larry E. Lee Revocable Trust.
Meridian Tower, Suite 650
5100 E. Skelly Drive
Tulsa, OK 74135
By | /s/ Larry E. Lee | |
Larry E. Lee, Trustee |
Lee 2006 Family Trust
c/o M. Keith McKinney, Trustee
6322 Carrington Drive
Dallas, TX 75254
By | /s/ M. Keith McKinney | |
M. Keith McKinney, Trustee |
Danish Knights, A Limited Partnership
By: Dannebrog Corporation, General Partner
3155 East 86th Street
Tulsa, OK 74137
By | /s/ Britani Talley Bowman | |
Britani Talley Bowman, President |
/s/ Lawrence S. Coben |
Lawrence S. Coben 40 West 22nd Street, #11 New York, NY 10010 |
/s/ John M. Reardon |
John M. Reardon 26217 Chiswick Court Valencia CA 91355 |
The Reardon Trust Dated 12/10/2001
26217 Chiswick Court
Valencia CA 91355
By | /s/ John M. Reardon | |
John M. Reardon, Trustee |
/s/ Sean R. Lane |
Sean P. Lane 6 Mead Point Drive Greenwich, CT 06830 |
/s/ Gerald R. Marshall |
Gerald R. Marshall 1701 Randel Road Nichols Hills, OK 73116 |
EXHIBIT A
Stockholder |
Shares Owned1 | |||
Jefferies & Company, Inc. |
2,244,313 | |||
Jefferies High Yield Trading, LLC |
14,954,053 | |||
Larry E. Lee |
325,000 | |||
Larry E. Lee Revocable Trust |
9,672,691 | |||
Lee 2006 Family Trust |
1,278,347 | |||
Danish Knights, A Limited Partnership |
9,500,000 | |||
Lawrence S. Coben |
1,303,245 | (excluding IRA/SEP shares) | ||
John M. Reardon |
145,888 | |||
The Reardon Trust Dated 12/10/2001 |
122,946 | |||
Sean P. Lane |
161,388 | |||
Gerald R. Marshall |
90,888 | (excluding IRA shares) | ||
|
|
|||
Total |
39,798,759 | |||
Shares Outstanding at 12/20/11 |
78,768,405 | |||
Percentage Represented by Majority Stockholders |
50.5 | % | ||
|
|
1 | This column includes only shares for which certificates currently are held of record or can be issued in the name of the stockholder or a family trust trustee readily available to sign a consent. Shares held in stockholder IRA and SEP accounts, or in the name of other related entities, are excluded. |