From the latest Nytis 8K Sec Filing:
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On October 15, 2014, Nytis Exploration Company LLC (“Nytis LLC”), a Delaware limited liability company (and subsidiary of the registrant, Carbon Natural
Gas Company, a Delaware corporation (“Carbon”)), entered into a Purchase and Sale Agreement (the “PSA”) among Liberty Energy LLC, a
Massachusetts
limited liability company (“Liberty” and with Nytis LLC, the “Sellers”) and an undisclosed purchaser (the “Buyer”), for the sale of a portion of the Sellers’
interest in rights below the base of the Clinton Formation (the “Deep Rights”) underlying certain oil and gas leases located in Kentucky and West Virginia
(the “Leases”).
Pursuant to the PSA, the Sellers will reserve (i) a minority working interest in the Deep Rights, (ii) an overriding royalty interest in certain of the Deep Rights
and (iii) all rights from the surface to the base of the Clinton formation underlying the Leases. In consideration of the conveyance of the Deep Rights, Buyer
will pay to Sellers cash at closing (the “Purchase Price”); Nytis LLC’s share of the Purchase Price will be approximately $12 million.
Under the terms of the PSA, the Purchase Price (and, therefore, Nytis LLC’s portion) may be adjusted (i) upward to account for any taxes, lease rentals, lease
renewal payments and other maintenance costs associated with the Leases paid by Sellers that are attributable to the period after August 1, 2014 (the
“Effective Date”) as well as for any Deep Rights underlying additional oil and gas leases conveyed by Sellers and (ii) downward to account for title defects,
adverse environmental conditions, and any leases Buyer elects to exclude due to such lease having a remaining primary term of less than one year from the
Effective Date.
The closing of the PSA transaction is subject to due diligence by the Buyer. The PSA contains customary representations, warranties and covenants by the
parties. The PSA may be terminated by the Sellers or the Buyer: (i) if the downward adjustments to the Purchase Price attributable to title defects or adverse
environmental conditions exceed certain thresholds; (ii) if the representations and warranties by either party fail to be materially correct at closing; or (iii) if
either party fails to perform or satisfy covenants required for closing. The PSA provides for a closing date no later than 60 days from the date of the PS.
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With the 60 Nytis/40 Liberty JV this should be a 20 million deal just in upfront cash plus the minorty interest and overrides, which could easily double the cash portion of the deal.
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credit to ironfarmer at marschellus shale site.