UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
GeoMet, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
37250U201
(CUSIP Number)
Steve Swanson
North Shore Energy, LLC
370 17th St., Suite 5625,
Denver, Colorado 80202
(303) 892-5616
Robert A. Signorino
Yorktown Energy Partners VIII, L.P.
410 Park Avenue
19th Floor
New York, New York 10022
(212) 515-2112
Copies to:
Ann Marie Cowdrey
Thompson & Knight LLP
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, Texas 75201-2533
(214) 969-1700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 9, 2015
(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.
* | 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 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 (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. 37250U201 |
(1) | Names of Reporting Persons
NORTH SHORE ENERGY, LLC
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(2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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(3) | SEC Use Only
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(4) | Source of Funds (See Instructions)
WC | |||||
(5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
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(7) | Sole Voting Power
12,437,072 | ||||
(8) | Shared Voting Power
0 | |||||
(9) | Sole Dispositive Power
12,437,072 | |||||
(10) | Shared Dispositive Power
0 | |||||
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,437,072 | |||||
(12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
(13) | Percent of Class Represented by Amount in Row (11)
30.7% (1) | |||||
(14) | Type of Reporting Person (See Instructions)
OO |
(1) | Based on 40,513,373 shares of common stock, par value $0.001 per share (Common Stock) of GeoMet, Inc., a Delaware corporation (the Issuer), issued and outstanding as of November 1, 2015, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission (the SEC) on November 2, 2015. |
CUSIP No. 37250U201
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(1) | Names of Reporting Persons
YORKTOWN ENERGY PARTNERS VIII, L.P.
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(2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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(3) | SEC Use Only
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(4) | Source of Funds (See Instructions)
OO | |||||
(5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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
12,437,072 | ||||
(8) | Shared Voting Power
0 | |||||
(9) | Sole Dispositive Power
12,437,072 | |||||
(10) | Shared Dispositive Power
0 | |||||
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,437,072 (1) | |||||
(12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
(13) | Percent of Class Represented by Amount in Row (11)
30.7% (2) | |||||
(14) | Type of Reporting Person (See Instructions)
PN |
(1) | Includes 12,437,072 shares of Common Stock of the Issuer owned by North Shore Energy, LLC. Yorktown Energy Partners VIII, L.P. is a member of North Shore Energy, LLC that holds the right to increase the size of North Shore Energy LLCs board of managers and appoint a majority of the board members. As a result, Yorktown Energy Partners VIII, L.P. may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by North Shore Energy, LLC. Yorktown Energy Partners VIII, L.P., disclaims beneficial ownership of the securities owned by North Shore Energy, LLC in excess of its pecuniary interest therein. |
(2) | Based on 40,513,373 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2015, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 2, 2015. |
CUSIP No. 37250U201 |
(1) | Names of Reporting Persons
YORKTOWN VIII COMPANY LP
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(2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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(3) | SEC Use Only
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(4) | Source of Funds (See Instructions)
OO | |||||
(5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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
12,437,072 | ||||
(8) | Shared Voting Power
0 | |||||
(9) | Sole Dispositive Power
12,437,072 | |||||
(10) | Shared Dispositive Power
0 | |||||
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,437,072 (1) | |||||
(12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
(13) | Percent of Class Represented by Amount in Row (11)
30.7% (2) | |||||
(14) | Type of Reporting Person (See Instructions)
PN |
(1) | Includes 12,437,072 shares of Common Stock of the Issuer owned by North Shore Energy, LLC. Yorktown Energy Partners VIII, L.P. is a member of North Shore Energy, LLC that holds the right to increase the size of North Shore Energy LLCs board of managers and appoint a majority of the board members. Yorktown VIII Company LP is the sole general partner of Yorktown Energy Partners VIII, L.P. As a result, Yorktown VIII Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by North Shore Energy, LLC. Yorktown Energy Partners VIII, L.P. and Yorktown VIII Company LLC disclaim beneficial ownership of the securities owned by North Shore Energy, LLC in excess of their respective pecuniary interests therein. |
(2) | Based on 40,513,373 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2015, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 2, 2015. |
CUSIP No. 37250U201
|
(1) | Names of Reporting Persons
YORKTOWN VIII ASSOCIATES LLC
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(2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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(3) | SEC Use Only
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(4) | Source of Funds (See Instructions)
OO | |||||
(5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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
12,437,072 | ||||
(8) | Shared Voting Power
0 | |||||
(9) | Sole Dispositive Power
12,437,072 | |||||
(10) | Shared Dispositive Power
0 | |||||
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,437,072 (1) | |||||
(12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
(13) | Percent of Class Represented by Amount in Row (11)
30.7% (2) | |||||
(14) | Type of Reporting Person (See Instructions)
OO |
(1) | Includes 12,437,072 shares of Common Stock of the Issuer owned by North Shore Energy, LLC. Yorktown Energy Partners VIII, L.P. is a member of North Shore Energy, LLC that holds the right to increase the size of North Shore Energy LLCs board of managers and appoint a majority of the board members. Yorktown VIII Company LP is the sole general partner of Yorktown Energy Partners VIII, L.P, and Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP. As a result, Yorktown VIII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by North Shore Energy, LLC. Yorktown Energy Partners VIII, L.P., Yorktown VIII Company LLC and Yorktown VIII Associates LLC disclaim beneficial ownership of the securities owned by North Shore Energy, LLC in excess of their respective pecuniary interests therein. |
(2) | Based on 40,513,373 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2015, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 2, 2015. |
Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.001 per share (the Common Stock), of GeoMet, Inc., a Delaware corporation (the Issuer), whose principal executive offices are located at 1221 McKinney Street, Suite 3840, Houston, Texas 77010.
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by North Shore Energy, LLC, a Delaware limited liability company (North Shore), Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (Yorktown), Yorktown VIII Company LP, a Delaware limited partnership (Yorktown Company), and Yorktown VIII Associates LLC, a Delaware limited liability company (Yorktown Associates and together with Yorktown and Yorktown Company, the Yorktown Reporting Persons).
(b) The principal business address of North Shore is 370 17th St., #5625, Denver, Colorado 80202. The principal business address of Yorktown, Yorktown Company and Yorktown Associates is 410 Park Avenue, 19th Floor, New York, New York 10022.
(c) The principal business of North Shore is oil and gas exploration and production. The principal business of Yorktown is investing in equity securities of energy companies. The principal business of Yorktown Company is managing Yorktown VIII. The principal business of Yorktown Associates is managing Yorktown Company. Information regarding the executive officers, directors or other control persons of North Shore and the Yorktown Reporting Persons is set forth on Schedule 1 attached hereto, which Schedule is hereby incorporated by reference.
(d) None of North Shore, the Yorktown Reporting Persons or the persons identified on Schedule 1 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of North Shore, the Yorktown Reporting Persons or the persons identified on Schedule 1 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) All of the persons identified on Schedule 1 are citizens of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
North Shore used $175,000 of its working capital to purchase the 12,437,072 shares of Common Stock of the Issuer.
Item 4. PURPOSE OF TRANSACTION.
North Shore holds the Common Stock for investment purposes. Yorktown is a member of North Shore that holds the right to increase the size of North Shores board of managers and appoint a majority of the board members. Yorktown Company is the sole general partner of Yorktown, and Yorktown Associates is the sole general partner of Yorktown Company. As of the date hereof, North Shore and the Yorktown Reporting Persons have not formulated any specific plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Companys business or corporate structure; (g) changes in the Companys charter or bylaws or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the Act); or (j) any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 21, 2015, North Shore beneficially owns 12,437,072 shares of Common Stock, representing 30.7% of the Issuers issued and outstanding shares of Common Stock. Yorktown is a member of North Shore that holds the right to increase the size of North Shores board of managers and appoint a majority of the board members. Yorktown Company is the sole general partner of Yorktown, and Yorktown Associates is the sole general partner of Yorktown Company. All calculations made herein are made in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended, and based on 40,513,373 shares of Common Stock of the Issuer issued and outstanding as of November 1, 2015, as set forth in the Issuers quarterly report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 2, 2015.
(b) Yorktown is a member of North Shore that holds the right to increase the size of North Shores board of managers and appoint a majority of the board members. Yorktown Company is the sole general partner of Yorktown. Yorktown Associates is the sole general partner of Yorktown Company. Yorktown Associates has the sole power to cause Yorktown Company to cause Yorktown to cause North Shore to vote or direct the vote or to dispose or direct the disposition of the shares owned by North Shore.
(c) Except as otherwise described herein or in any exhibit filed hereunder, none of North Shore or the Yorktown Reporting Persons has effected any transaction in the Common Stock during the past 60 days.
(d) Except as otherwise described herein, no person other than North Shore and the Yorktown Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported on this Schedule 13D.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On December 9, 2015, North Shore purchased the Common Stock of the Issuer from Yorktown Energy Partners IV, L.P., a Delaware limited partnership (Yorktown IV), at an aggregate purchase price of $175,000, in a private transaction pursuant to that certain Purchase and Sale Agreement by and between Yorktown IV and North Shore dated as of December 9, 2015 attached hereto as Exhibit 99.1.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 | Joint Filing Agreement dated December 22, 2015. | |
Exhibit 99.1 | Purchase and Sale Agreement dated December 9, 2015. |
SIGNATURES
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.
Date: December 22, 2015
NORTH SHORE ENERGY, LLC
By: |
/s/ Steve Swanson | |
Name: /s/ Steve Swanson | ||
Title: President | ||
YORKTOWN ENERGY PARTNERS VII, L.P. | ||
By: |
Yorktown VII Company LP, | |
Its General Partner | ||
By: |
Yorktown VII Associates LLC, | |
Its General Partner | ||
By: |
/s/ Robert A. Signorino | |
Name: /s/ Robert A. Signorino | ||
Title: Managing Member | ||
YORKTOWN VII COMPANY LP | ||
By: |
Yorktown VII Associates LLC, | |
Its General Partner | ||
By: |
/s/ Robert A. Signorino | |
Name: /s/ Robert A. Signorino | ||
Title: Managing Member | ||
YORKTOWN VII ASSOCIATES LLC | ||
By: |
/s/ Robert A. Signorino | |
Name: /s/ Robert A. Signorino | ||
Title: Managing Member |
Schedule 1
CONTROL PERSONS AND EXECUTIVE OFFICERS OF NORTH SHORE
The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and other control persons of North Shore are set forth below:
Name and Business Address |
Capacity in which Serves North Shore |
Principal Occupation |
Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | |||
Steve Swanson 370 17th St., Suite 5625, Denver, Colorado 80202 |
President, Manager | President and Manager of North Shore | 370 17th St., Suite 5625, Denver, Colorado 80202 | |||
Kristin Peseau 370 17th St., Suite 5625, Denver, Colorado 80202 |
Vice President | Vice President of North Shore | 370 17th St., Suite 5625, Denver, Colorado 80202 | |||
Dan Bermingham 370 17th St., Suite 5625, Denver, Colorado 80202 |
Vice President | Vice President of Operations of North Shore | 370 17th St., Suite 5625, Denver, Colorado 80202 | |||
Bryan H. Lawrence 410 Park Avenue 19th Floor New York, New York 10022 |
Manager | Portfolio Manager and Principal of Yorktown | Yorktown 410 Park Avenue 19th Floor New York, New York 10022 | |||
Peter A. Leidel 410 Park Avenue 19th Floor New York, New York 10022 |
Manager | Portfolio Manager and Principal of Yorktown | Yorktown 410 Park Avenue 19th Floor New York, New York 1002 | |||
Timothy R. Beyer 1700 Lincoln St., Suite 4100, Denver, Colorado 80203 |
Manager | Partner at Bryan Cave LLP | 1700 Lincoln St., Suite 4100, Denver, Colorado 80203 |
CONTROL PERSONS AND EXECUTIVE OFFICERS OF YORKTOWN REPORTING PERSONS
The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and other control persons of the Yorktown Reporting Persons are set forth below:
Name and Business Address |
Capacity in which Serves Yorktown VIII Company |
Principal Occupation |
Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | |||
Bryan H. Lawrence 410 Park Avenue 19th Floor New York, New York 10022 |
Managing Member | Portfolio Manager and Principal of Yorktown | 410 Park Avenue 19th Floor New York, New York 10022 | |||
Peter A. Leidel 410 Park Avenue 19th Floor New York, New York 10022 |
Managing Member | Portfolio Manager and Principal of Yorktown | 410 Park Avenue 19th Floor New York, New York 10022 | |||
Tomas R. LaCosta 410 Park Avenue 19th Floor New York, New York 10022 |
Managing Member | Portfolio Manager and Principal of Yorktown | 410 Park Avenue 19th Floor New York, New York 10022 | |||
W. Howard Keenan, Jr. 410 Park Avenue 19th Floor New York, New York 10022 |
Managing Member | Portfolio Manager and Principal of Yorktown | 410 Park Avenue 19th Floor New York, New York 10022 |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of GeoMet, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth below.
Date: December 22, 2015
NORTH SHORE ENERGY, LLC | ||
By: |
/s/ Steve Swanson | |
Name: /s/ Steve Swanson | ||
Title: President | ||
YORKTOWN ENERGY PARTNERS VII, L.P. | ||
By: |
Yorktown VII Company LP, | |
Its General Partner | ||
By: |
Yorktown VII Associates LLC, | |
Its General Partner | ||
By: |
/s/ Robert A. Signorino | |
Name: /s/ Robert A. Signorino | ||
Title: Managing Member | ||
YORKTOWN VII COMPANY LP | ||
By: |
Yorktown VII Associates LLC, | |
Its General Partner | ||
By: |
/s/ Robert A. Signorino | |
Name: /s/ Robert A. Signorino | ||
Title: Managing Member | ||
YORKTOWN VII ASSOCIATES LLC | ||
By: |
/s/ Robert A. Signorino | |
Name: /s/ Robert A. Signorino | ||
Title: Managing Member |
Exhibit 99.1
Purchase and Sale Agreement
North Shore Energy, LLC
Attn: Steve Swanson, President
370 17th St., Ste. 5625
Denver, Colorado 80202
Dear Sir:
Yorktown Energy Partners IV, L.P. (the Seller) desires to sell all of its shares of common stock, $0.0001 par value per share (the Common Stock) of GeoMet, Inc. (the Company), consisting of a total of 12,437,072 shares of Common Stock (the GMET Shares), to North Shore Energy, LLC (the Purchaser). The purpose of this letter agreement (this Agreement) is to establish the terms and conditions pursuant to which the Seller agrees to sell, and Purchaser agrees to purchase, the GMET Shares held by the Seller.
1. Purchase and Sale. The Seller hereby agrees to sell, assign and transfer to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the GMET Shares at an aggregate purchase price of $175,000.00 (the Purchase Price). THE SELLER SHALL ACCEPT THE PURCHASE PRICE IN FULL CONSIDERATION FOR THE SALE OF THE GMET SHARES AND THE PURCHASER SHALL ACCEPT THE GMET SHARES IN FULL CONSIDERATION FOR THE PURCHASE PRICE. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SELLER EXPRESSLY RELEASES THE PURCHASER, AND THE PURCHASER EXPRESSLY RELEASES THE SELLER, INCLUDING EACH PARTYS RESPECTIVE PRINCIPALS, PAST AND PRESENT OFFICERS, DIRECTORS AND EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AS APPLICABLE, FROM AND AGAINST ANY AND ALL CLAIMS, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, FUTURE, FIXED, OR CONTINGENT, RELATING TO THE COMPANY, ITS BUSINESS, OPERATIONS AND ASSETS, INCLUDING, BUT NOT LIMITED TO, FRAUD, FRAUDULENT INDUCEMENT AND BREACH OF FIDUCIARY DUTY, RELATED TO THE COMPANY, THE VALUE OR FUTURE PROSPECTS OF THE COMPANY BEING LESSER OR GREATER THAN THE CURRENT VALUE, FUTURE PROSPECTS, OR CONSIDERATION THAT THE SELLER OR PURCHASER ARE RECEIVING. THE SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION IS FAIR AND REASONABLE FOR PURPOSES OF THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT, AND THAT CHANGES IN THE MICRO AND MACRO ECONOMIC CONDITIONS AND FUTURE INVESTMENTS IN AND ACTIVITIES AND OPERATIONS BY THE COMPANY COULD RESULT IN FURTHER INCREASES IN THE FAIR MARKET VALUE OF THE COMPANY AND THE COMMON STOCK OF THE COMPANY.
2. Delivery of Stock Certificates; Transfer of GMET Shares. Upon execution of this Agreement, the Seller shall deliver by email a copy of the stock certificate(s) representing the GMET Shares, accompanied by copies of stock power(s) in the form attached hereto as Exhibit A duly executed in blank, to the Company and Purchaser. As soon as reasonably practicable after the Sellers receipt of the Purchase Price in accordance with Section 3 hereof, the Seller agrees to deliver the original stock certificate(s) representing the GMET Shares, accompanied by original stock power(s) in the form attached hereto as Exhibit A duly executed in blank, to the Company at the address set forth on the signature page hereto.
3. Payment of Purchase Price. Upon execution of this Agreement, the Purchaser shall deliver the Purchase Price for the GMET Shares purchased by it in immediately available funds by wire transfer to the account(s) designated by the Seller in writing.
4. Purchaser Representations and Warranties. In order to induce the Seller to sell the GMET Shares, the Purchaser hereby represents, warrants and covenants to the Seller as follows:
a. The Purchaser is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), and will hold the GMET Shares for its own account for investment purposes only, and not with a view to, or for resale in connection with, any distribution that would require registration under the Securities Act or the securities laws of any state. The Purchaser will, upon request, execute any additional documents deemed reasonably necessary by the Seller or the Company to complete the sale, assignment and transfer of the GMET Shares.
b. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchase, enforceable against the Purchaser in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and the effect of rules of law governing the availability of equitable remedies.
c. The Purchaser is (a) familiar with the business and financial aspects of the Company, (b) entering into this Agreement freely and fully informed of the past performance of the Company and the potential performance of the Company in the future, (c) an experienced and knowledgeable investor in the oil and gas exploration industry, and (d) capable of evaluating the merits of purchasing the GMET Shares.
d. The Purchaser acknowledges that (i) prior to entering into this Agreement, the Purchaser accepted the duty to complete its own due diligence and has its own satisfactory independent investigation and due diligence of the Company and the Companys business and prospects, has been furnished all information in connection therewith as the Purchaser or professionals hired by the Purchaser deemed appropriate concerning this Agreement. The Purchaser has had an opportunity to ask questions of, and receive satisfactory answers from the Company and its representatives or agents concerning the Purchasers decision whether to purchase the GMET Shares, and all such questions have been answered to the Purchasers full satisfaction. The Seller assumes no responsibility for any information furnished by or on behalf of the Company, and the Purchaser agrees to release and hold harmless the Seller and its officers, directors, partners, employees and agents from and against any liability resulting or arising from such information. The Seller does not make or has not made any representations, warranties or statements about the Company, the value of the GMET Shares or the fairness of the Purchase Price offered for the GMET Shares. The Purchaser has only relied on statements made by or on behalf of the Company in basing the decision to purchase the GMET Shares hereunder.
5. Representations and Warranties of the Seller. In order to induce the Purchaser to purchase the GMET Shares, the Seller hereby represents, warrants and covenants to the Purchaser as follows:
a. The Seller has full power and authority to sell, assign and transfer the GMET Shares. The Seller holds record and beneficial title to the GMET Shares. When the GMET Shares are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title in and to the GMET Shares, free and clear of any and all liens, restrictions, claims, charges and encumbrances. The Seller will, upon request, execute any signature guarantees or additional documents deemed reasonably necessary by the Purchaser or the Company to complete the sale, assignment and transfer of the GMET Shares.
2
b. The Seller is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act, and the Seller, or those persons retained by the Seller, have knowledge, skill and experience in financial, business and investment matters to carefully consider and appraise the decision to sell the GMET Shares to the Purchaser.
c. The Seller is (a) familiar with the business and financial aspects of the Company, (b) entering into this Agreement freely and fully informed of the past performance of the Company and the potential performance of the Company in the future, (c) an experienced and knowledgeable investor in the oil and gas exploration industry, and (d) capable of evaluating the merits of disposing of the GMET Shares.
d. The Seller acknowledges that (i) prior to entering into this Agreement, the Seller accepted the duty to complete its own due diligence and has completed its own satisfactory independent investigation and due diligence of the Company and the Companys business and prospects, has been furnished all information in connection therewith as the Seller or professionals hired by the Seller deemed appropriate concerning this Agreement. The Seller has had an opportunity to ask questions of, and receive satisfactory answers from the Company and its representatives or agents concerning the Sellers decision whether to sell the GMET Shares, and all such questions have been answered to the Sellers full satisfaction. The Purchaser assumes no responsibility for any information furnished by or on behalf of the Company, and the Seller agrees to release and hold harmless the Purchaser and its officers, directors, partners, employees and agents from and against any liability resulting or arising from such information. The Purchaser does not make or has not made any representations, warranties or statements about the Company, the value of the GMET Shares or the fairness of the purchase price offered for the GMET Shares. The Seller has only relied on statements made by or on behalf of the Company in basing the decision to sell the GMET Shares hereunder.
e. This Agreement has been duly executed and delivered by the Seller and constitutes, and each other agreement, instrument, or document executed or to be executed by the Seller in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by the Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and the effect of rules of law governing the availability of equitable remedies.
f. The parties hereto understand and acknowledge that Thompson & Knight LLP represents only the Seller, and not any of the other parties, in connection with the purchase of the GMET Shares under this Agreement. Each of the parties hereto confirms that such party has been advised to consult with such partys own legal counsel, accountants and financial advisors with respect to the terms and the legal, financial and tax implications of this Agreement.
6. Miscellaneous/General.
a. This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and all prior negotiations, understandings and agreements between the parties hereto concerning the subject matter hereof are hereby superseded. No modification or amendment hereof shall be valid and binding, unless it be in writing and signed by the parties hereto.
b. This Agreement shall inure to the benefit of, and shall be binding upon, the Seller and Purchaser, and their respective successors and assigns.
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c. The representations, warranties and covenants contained in this Agreement shall survive the sale of the GMET Shares to the Purchaser and their payment therefor, and shall remain effective.
d. Section headings are inserted herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
e. This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York.
f. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 9th day of December, 2015.
SELLER: | ||
YORKTOWN ENERGY PARTNERS IV, L.P. | ||
By: |
Yorktown IV Associates LLC, | |
its General Partner |
By: |
/s/ Peter A. Leidel | |
Name: Peter A. Leidel | ||
Title: Member |
Address of the Seller: |
410 Park Avenue, 19th Floor |
New York, New York 10022-4407 |
Attention: Peter A. Leidel |
Facsimile No.: (212) 515-2105 |
PURCHASER: | ||
NORTH SHORE ENERGY, LLC | ||
By: |
/s/ Steve Swanson | |
Name: |
Steve Swanson | |
Title: |
President |
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EXHIBIT A
Form of Stock Power
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IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto , shares of common stock, $0.0001 par value per share (the Common Stock), of GeoMet, Inc. (the Company) represented by Certificate No(s). , and does hereby irrevocably constitute and appoint the Company attorney to transfer the said shares of Common Stock on the books of the Company with full power of substitution in the premises.
Dated as of , 2015
Signature of [p]: |
Title (if signing on behalf of an entity): |
Printed Name of [p]:
|
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