IPO: Yorktown and Bluescape-backed Riley files S-1, horizontal San Andres focus


[Context: On September 19, Riley Exploration – Permian, backed by Yorktown and Bluescape Energy Partners and Canadian family office, filed an S-1 with the SEC. Below is an edited version of the S-1 filing, including details on ownership, advisors, operations, management, and some financials.]

Riley Exploration  | Yorktown Energy  | Bluescape Energy 

Riley Exploration—Permian, LLC
29 E. Reno Avenue, Suite 500
Oklahoma City, Oklahoma 73104
(405) 415-8699

Jeffrey M. Gutman
Chief Financial Officer
29 E. Reno Avenue, Suite 500
Oklahoma City, Oklahoma 73104
(405) 415-8677

Beth A. di Santo
di Santo Law PLLC
205 Hudson Street, 7th Floor
New York, New York 10013
(212) 766-2466

Joe Dannenmaier
Amy Curtis
Thompson & Knight LLP
1722 Routh Street, Suite 1500
Dallas, Texas 75201
(214) 969-1393

Thomas S. Levato
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
(212) 813-8800

Underwriters: SunTrust Robinson Humphrey, Inc. and Seaport Global Securities LLC are acting as the joint book-running managers and as the representatives of the underwriters named below.

Placeholder: $115,000,000

Listing and trading symbol:We have been cleared to apply to list our common stock on the NYSE American LLC, or the NYSE American, under the symbol “REPX.”


Riley Exploration-Permian, LLC, the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Prior to the effectiveness of this registration statement, Riley Exploration-Permian, LLC will be converted into a Delaware corporation pursuant to a statutory conversion and be renamed Riley Exploration Permian, Inc. As a result of the statutory conversion, which we refer to as the “Corporate Conversion,” the members of Riley Exploration-Permian, LLC will become holders of shares of common stock of Riley Exploration Permian, Inc. In the Corporate Conversion, all of the outstanding common units and Series A Preferred Units of Riley Exploration-Permian, LLC will be converted into shares of common stock of Riley Exploration Permian, Inc.

Commonly Used Defined Terms

As used in this prospectus, unless the context indicates or otherwise requires, the terms listed below have the following meanings:

“Bluescape” refers to Bluescape Riley Exploration Acquisition, LLC, a holder of our common units and Series A Preferred Units and, if the context requires, together with Bluescape Riley Exploration Holdings, LLC, as a holder of our Series A Preferred Units.

“Boomer” refers to Boomer Petroleum, LLC.

“Champions Assets” refers to our oil and natural gas properties and related assets, which is located on large, contiguous blocks in Yoakum County, Texas, between the Wasson and Brahaney Fields.

“Contributors” refers, collectively, to REG, Boomer, Bluescape and DR/CM Group.

“Corporate Conversion” refers to the conversion of Riley Exploration-Permian, LLC from a Delaware limited liability company into Riley Exploration Permian, Inc., a Delaware corporation, immediately prior to the completion of the offering contemplated by this prospectus. See “Corporate Conversion.”

“DR/CM Group” or “DR/CM” refers, collectively, to each of the Stephen H. Dernick Trust, the David D. Dernick Trust, Dennis W. Bartoskewitz, Alan C. Buckner, the Robert Gary Dernick Trust, and Christopher M. Bearrow and/or their successors and assigns.

“Existing Owners” refers, collectively, to REG, Yorktown, Bluescape, Boomer, and the DR/CM Group, as the holders of our common units, and to Yorktown, Bluescape and Boomer, as the holders of our Series A Preferred Units, in each case issued and outstanding prior to the effectiveness of the Corporate Conversion.

“New Mexico Assets” refers to the oil and gas assets that we acquired from Rockcliff New Mexico Operating, LLC that are located in Chaves, Lea, and Roosevelt Counties, New Mexico consisting of 43,699 net mineral acres, one producing well, a salt water disposal well, and associated gathering lines.

“REG” refers to Riley Exploration Group, Inc.

“Riley Permian,” “the Company,” “we,” “our,” “us” or like terms refer to Riley Exploration-Permian, LLC and its subsidiary before the completion of our Corporate Conversion as described in “Corporate Conversion,” and to Riley Exploration Permian, Inc. and its subsidiary following the completion of our Corporate Conversion.

“Sponsors” refers, collectively, to Yorktown, Boomer and Bluescape.

“Yorktown” refers to certain investment funds managed by Yorktown Partners LLC.

“Yorktown Partners” refers to Yorktown Partners LLC, the investment manager of the Yorktown Partners group of funds.


References herein to the “Permian Basin” or the “Central Basin Platform” or the “Northwest Shelf” or the “San Andres Formation” refer to those areas defined by the Railroad Commission of Texas, or the TRRC. The TRRC defines the (i) Permian Basin as an oil-and-gas producing area located in West Texas and the adjoining area of southeastern New Mexico covering an area approximately 250 miles wide and 300 miles long, and encompasses several sub-basins, including the Delaware Basin, Midland Basin, Central Basin Platform and Northwest Shelf; (ii) Central Basin Platform as a sub-basin of the Permian Basin; (iii) Northwest Shelf as a sub-basin of the Permian Basin; and (iv) San Andres Formation as a shelf margin deposit composed of dolomitized carbonates.

Our Properties

At June 30, 2018, our net acreage position in Yoakum County, Texas and Lea, Roosevelt, and Chaves Counties, New Mexico, consisted of 65,839 net acres. For the year ended September 30, 2017, we operated 71% of our horizontal production, and our total estimated proved, probable and possible reserves based on the NSAI Report were approximately 14,009, 13,016 and 13,049 MBoe, respectively. For more information about our properties and the risks associated with the comparability of proved, probable, and possible reserves, please read “Business—Our Properties” and “Business—Oil and Natural Gas Data.”



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