Camber Energy agrees to acquire renewable diesel plant for $750M less ~$251M liabilities via convertible note

CAMBER ENERGY, INC.

Net purchase price ~$499M; consideration is a convertible promissory note.
At least $100M of note due within 30 days of commercial operations and closing.
Earnout payments tied to available cash from plant operations while note is outstanding.
Closing conditions include HSR clearance, Phillips 66 ROFR, shareholder approval, and satisfactory diligence.
If closing fails by May 31, 2023, either party may terminate; failure could materially affect CEI stock.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

CAMBER ENERGY, INC. entered into Membership Interest Purchase Agreement with RESC Renewables Holdings, LLC valued at $750 million purchase price less approximately $251 million in liabilities, payable via convertible (effective 2023-01-20).

Action: entry
Counterparty: RESC Renewables Holdings, LLC
Value: $750 million purchase price less approximately $251 million in liabilities, payable via convertible
Effective: 2023-01-20

Exact text from the filing

On January 20, 2023, Camber Energy, Inc. (the “ Company ”) entered into a Membership Interest Purchase Agreement (the “ MIPA ”) with RESC Renewables Holdings, LLC (the “ Seller ”) to acquire all of the membership interests (the “ Acquired Interests ”) of New Rise Renewables, LLC (“ New Rise ”).

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CAMBER ENERGY, INC. filing history →

Source: SEC EDGAR

accession 0001477932-23-000446

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