3. Acquisitions and Divestitures

New Corporate Headquarters

On August 2, 2017, the Company closed on the purchase of an office building in Fort Worth, Texas, with an acquisition price approximating $10 million.

Battlecat Acquisition

On June 15, 2017, the Company closed an acquisition with Battlecat Oil & Gas, LLC (“Battlecat”) whereby the Company acquired oil and gas properties in the Eagle Ford Shale play in DeWitt, Gonzales and Karnes County, Texas (the “Battlecat Acquisition”). The total purchase consideration of approximately $59.8 million consisted of $55.0 million in cash and 1,184,632 shares of Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”) at a value of approximately $4.8 million. Allocation of the purchase consideration was as follows: $56.3 million to proved reserves; $2.9 million to unproved reserves and $0.6 million to unevaluated acreage and other assets. Additionally, the Company recorded an asset retirement obligation of approximately $0.2 million, resulting in fair value of net assets acquired of approximately $59.6 million. The Company accounted for the acquisition as a business combination under ASC 805. Acquisition-related costs of approximately $1.5 million were charged to Acquisition Costs in the Consolidated Statements of Operations. The effective date of the acquisition was April 1, 2017.

Marquis Acquisition

On June 15, 2017, the Company closed an acquisition with SN Marquis LLC (a subsidiary of Sanchez Energy Corporation) (“Marquis”) whereby the Company acquired oil and gas properties in the Eagle Ford Shale play in Fayette, Gonzales and Lavaca County, Texas (the “Marquis Acquisition”). The total purchase consideration of approximately $50.0 million consisted of $44.0 million in cash and 1,500,000 shares of Series B Preferred Stock at a value of approximately $6.0 million. Allocation of the purchase price was as follows: $48.0 million to proved reserves; $0.6 to unproved reserves and $1.4 million to land, building and other assets. Additionally, the Company recorded an asset retirement obligation of approximately $1.9 million, resulting in fair value of net assets acquired of approximately $48.1 million. The Company accounted for the acquisition as a business combination under ASC 805. Acquisition-related costs of approximately $1.2 million were charged to Acquisition Costs in the Consolidated Statements of Operations. The effective date of the acquisition was January 1, 2017.

Pro Forma Operating Results (unaudited)

The following unaudited pro forma combined financial information for the years ended December 31, 2017 and 2016, is based on the historical consolidated financial statements of the Company adjusted to reflect as if the Battlecat Acquisition and the Marquis Acquisition had closed and related financing had occurred on January 1, 2016. The unaudited pro forma combined financial information includes adjustments primarily for revenues and expenses for the acquired properties, depreciation, depletion, amortization and accretion, and interest expense. The unaudited pro forma combined financial statements give effect to the events set forth below:

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The issuance of 5,400 shares of Series A-1 Preferred Stock and 74,600 shares of Series A-2 Preferred Stock (each as defined below) to Chambers Energy Capital III, LP (“Chambers”) for $80 million to finance a portion of the Battlecat Acquisition and the Marquis Acquisition, at an initial conversion price of $6.00 per share, subject to certain adjustments including preferred dividends.

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The borrowing of approximately $24 million on our Credit Facility to finance a portion of the Battlecat Acquisition and the Marquis Acquisition and the related adjustment to interest expense.

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The issuance of 1,500,000 shares of the Company’s Series B Preferred Stock to SN UR Holdings, LLC (a subsidiary of Sanchez Energy Corporation).

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The issuance of 1,184,632 shares of the Company’s Series B Preferred Stock to Battlecat Oil & Gas, LLC.

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Conversion of Series B Preferred Stock to Class A voting common stock on November 3, 2017.

	Year Ended December 31,
In thousands	2017			2016
	(Restated)			(Restated)
Pro forma total revenues	$	107,853		$	91,532
Pro forma net loss attributable to common stockholders		(53,310	)		(50,458	)
Pro forma net loss per common share, basic and diluted		(2.40	)		(6.22	)

Pro forma adjustments to net income (loss) attributable to common stockholders consists of depreciation, depletion, amortization and accretion calculations, additional interest expense, adjustments for income tax (expense) benefit, and dividends on preferred stock issued to complete the acquisitions.

The Company has included in its Consolidated Statements of Operations, revenues of $2.20 million and $13.2 million and direct operating expenses of $0.6 million and $3.81 million for the period from June 15, 2017 to December 31, 2017 related to the properties acquired in the Battlecat and Marquis transactions, respectively.

Juneau Transaction

On August 2, 2016, the Company entered into a purchase and sale agreement with Juneau Energy, LLC (“Juneau”) whereby the Company obtained an undivided 50% of Juneau’s interest in two producing wells and each well’s respective oil and gas leases covering approximately 1,300 net mineral acres located in Brazos County, Texas. The total consideration paid by the Company was $5.5 million payable in 500,227 shares of the Company’s Class A voting common stock.