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Issuer:
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Yuma Energy, Inc.
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Security:
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9.25% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”)
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Offering Size:
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477,273 shares
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Over-allotment Option:
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Up to 71,590 shares
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Maturity:
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Perpetual
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Trade Date:
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October 16, 2014
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Expected Settlement Date:
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October 23, 2014 (T+5)
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Public Offering Price:
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$22.00 per share; $10,500,006 total (assuming the overallotment option is not exercised)
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Underwriting Discount:
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$1.21 per share, or an aggregate of approximately $577,500 (assuming the overallotment option is not exercised)
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Net Proceeds to the Company, before expenses:
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$20.79 per share, or an aggregate of approximately $9,922,505 (assuming the overallotment option is not exercised)
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Liquidation Preference:
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$25.00 per share, plus accrued and unpaid dividends
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Dividend Rate:
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9.25% per annum of the $25.00 liquidation preference per share (equivalent to $2.3125 per annum per share)
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Penalty Dividend Rate:
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11.25% per annum of the $25.00 liquidation preference per share (equivalent to $2.8125 per annum per share)
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Dividend Payment Dates:
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Monthly on the first day of each month, commencing December 1, 2014
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Optional Redemption:
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On and after October 23, 2017, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date fixed for redemption.
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Special Optional Redemption:
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Optional redemption by the Company upon a change in control, in whole or in part, for $25.00 per share, plus accrued but unpaid dividends (this right, together with the right to redeem under the “Optional Redemption” above, is the “Redemption Right”). The circumstances that will constitute a “change of control” will be as set forth in the documents governing the Series A Preferred Stock.
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Conversion Rights:
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Upon the occurrence of a change of control, each holder of Series A Preferred Stock will have the right, subject to the Company’s right to exercise the Redemption Right, prior to the Change of Control Conversion Date to convert some or all of the Series A Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of our common stock per share of Series A Preferred Stock equal to the lesser of:
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| ● the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series A Preferred Stock plus the amount of any accumulated and unpaid dividends thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date (as defined in the preliminary prospectus supplement) and prior to the corresponding dividend payment date (as defined in the preliminary prospectus supplement) for the Series A Preferred Stock, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price; and | |||
| ● 14.12 (the “Share Cap”), subject to adjustments to the Share Cap for any splits, subdivisions or combinations of our common stock; | |||
| In each case, on the terms and subject to the conditions described in the preliminary prospectus supplement, including provisions for the receipt, under specified circumstances, of alternative consideration as described in the preliminary prospectus supplement. | |||
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Joint Book-Running Managers:
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MLV & Co. LLC
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Euro Pacific Capital
Northland Capital Markets
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Co-Manager:
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Ladenburg Thalmann
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CUSIP/ISIN:
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98872E 207 / US98872E2072
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Ticker/Exchange:
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Anticipated to be “YUMAprA” / NYSE MKT
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●
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on a pro forma basis giving effect to the merger (1); and
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●
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on an adjusted basis to give effect to the designation and classification of 1,400,000 shares, and the issuance and sale of 477,273 shares, of our Series A Preferred Stock in this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. This table below does not give effect to the issuance and sale by us of additional shares of Series A Preferred Stock that we may issue and sell upon the exercise of the underwriters’ over-allotment option.
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As of June 30, 2014
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Pro Forma (1)
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As Adjusted
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(Unaudited)
($ in thousands)
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Cash and cash equivalents
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$ | 10,588 | $ | 10,588 | ||||
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Debt:
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Credit facility
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24,775 | 14,977 | ||||||
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Stockholders’ equity:
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Preferred Stock, no par value; 10,000,000 shares authorized
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Series A Preferred Stock offered hereby; on an actual basis: no shares issued and outstanding; as adjusted for this offering: 1,400,000 shares authorized; 477,273 shares issued and outstanding at 9.25% annual cumulative dividend paid monthly with a $25.00 per share liquidation preference
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- | 9,798 | (2) | |||||
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Common stock, no par value; 300,000,000 shares authorized; 71,224,786 shares issued and outstanding
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- | - | ||||||
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Capital in excess of par value of common stock
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133,199 | 133,199 | ||||||
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Accumulated other comprehensive income
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41 | 41 | ||||||
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Accumulated deficit
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(76,133 | ) | (76,133 | ) | ||||
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Total stockholders’ equity
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57,107 | 66,905 | ||||||
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Total capitalization
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$ | 81,882 | $ | 81,882 | ||||
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(1)
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Yuma Pro Forma Combined, which utilizes figures from the Company’s Current Report on Form 8-K/A filed with the SEC on September 22, 2014.
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(2)
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Computed as 477,273 shares of Series A Preferred Stock at $22.00 per share less the underwriting discount and underwriters’ expenses of $125,000.
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