Miller Energy Resources TN Sale
Miller Energy Resources – Proposed TN Sale to Quest
Deal Points/Overview
Relevant Points:
Purchase price: $6 million, paid $500 thousand at closing and the balance in common stock (assumes minimum 45% ownership in Quest post rollback). Quest will define what the share structure looks like post roll back on the stock.
Quest to provide definitive procedures and timeline for OTCQX or NYSE Market
Miller to have the right to appoint two directors of a five man board, Kevin DeLeon and TBD
Acquisition includes Leases, Production and all production and well data as well as P & A Liability for those leases.
Settlement to take place after the following Conditions are met.
- Subject to shareholder approval
- Subject to fairness opinion
- Subject to standard due diligence
Advantages of The Transaction:
Fulfills promise to shareholders to divest TN assets and reduce G&A
Immediate (albeit small) cash component, while allowing Miller to continue to participate in TN upside
Quest team (see below) has strong collective experience in re-works, with currently missing engineering experience, which promises to unlock value
With stock component (52%) and board seats (2 of 5, with Milewski occupying 1 of remaining 3 seats), we control Quest, which addresses concerns regarding dilution
Creates a vehicle to monetize non-core Miller deal flow
Key Quest Bios:
Michael Silver
Mr. Silver obtained an honors degree in Civil Engineering from Leeds University, England, studied for a Master of Business Administration degree at Melbourne University in Melbourne, Australia, and a Master of Science degree in Environmental Science from Perth University in Perth, Australia. He is a member of the Institution of Engineers of Australia. He has thirty years of experience in the civil engineering and mining industry, including the design and construction of many large scale facilities that have included railways, large-scale sewers, high rise building structures,
Deal Points/Overview
Relevant Points:
Purchase price: $6 million, paid $500 thousand at closing and the balance in common stock (assumes minimum 45% ownership in Quest post rollback). Quest will define what the share structure looks like post roll back on the stock.
Quest to provide definitive procedures and timeline for OTCQX or NYSE Market
Miller to have the right to appoint two directors of a five man board, Kevin DeLeon and TBD
Acquisition includes Leases, Production and all production and well data as well as P & A Liability for those leases.
Settlement to take place after the following Conditions are met.
- Subject to shareholder approval
- Subject to fairness opinion
- Subject to standard due diligence
Advantages of The Transaction:
Fulfills promise to shareholders to divest TN assets and reduce G&A
Immediate (albeit small) cash component, while allowing Miller to continue to participate in TN upside
Quest team (see below) has strong collective experience in re-works, with currently missing engineering experience, which promises to unlock value
With stock component (52%) and board seats (2 of 5, with Milewski occupying 1 of remaining 3 seats), we control Quest, which addresses concerns regarding dilution
Creates a vehicle to monetize non-core Miller deal flow
Key Quest Bios:
Michael Silver
Mr. Silver obtained an honors degree in Civil Engineering from Leeds University, England, studied for a Master of Business Administration degree at Melbourne University in Melbourne, Australia, and a Master of Science degree in Environmental Science from Perth University in Perth, Australia. He is a member of the Institution of Engineers of Australia. He has thirty years of experience in the civil engineering and mining industry, including the design and construction of many large scale facilities that have included railways, large-scale sewers, high rise building structures,