<SEC-DOCUMENT>0001309111-17-000009.txt : 20171004
<SEC-HEADER>0001309111-17-000009.hdr.sgml : 20171004
<ACCEPTANCE-DATETIME>20171004171608
ACCESSION NUMBER: 0001309111-17-000009
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20171004
DATE AS OF CHANGE: 20171004
GROUP MEMBERS: SANKATY DAVIS, LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Yuma Energy, Inc.
CENTRAL INDEX KEY: 0001672326
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 812235304
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-89689
FILM NUMBER: 171122455
BUSINESS ADDRESS:
STREET 1: 1177 WEST LOOP SOUTH
STREET 2: SUITE 1825
CITY: HOUSTON
STATE: TX
ZIP: 77027
BUSINESS PHONE: 713-968-7000
MAIL ADDRESS:
STREET 1: 1177 WEST LOOP SOUTH
STREET 2: SUITE 1825
CITY: HOUSTON
STATE: TX
ZIP: 77027
FORMER COMPANY:
FORMER CONFORMED NAME: Yuma Delaware Merger Subsidiary, Inc.
DATE OF NAME CHANGE: 20160415
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BAIN CAPITAL CREDIT MEMBER, LLC
CENTRAL INDEX KEY: 0001309111
IRS NUMBER: 510422163
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: SANKATY CREDIT MEMBER, LLC
DATE OF NAME CHANGE: 20041118
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>YumaEnergySchedule13DA1.txt
<DESCRIPTION>YUMA ENERGY, INC. SCHEDULE 13D/A
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
YUMA ENERGY, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
98872F105
(CUSIP Number)
Ranesh Ramanathan
200 Clarendon Street
Boston, Massachusetts 02116
(617) 516-2493
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
October 2, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ?
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See
Rule.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the l
iabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 98872F105
1
NAME OF REPORTING PERSON
Bain Capital Credit Member, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
1,607,301
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
1,607,301
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,607,301
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.25%(1)
14
TYPE OF REPORTING PERSON
CO
(1)
Percent of class is based on 22,159,608 shares of
Common Stock issued and outstanding, as reflected
in the Issuer's Prospectus filed with the U.S.
Securities and Exchange Commission ("SEC") on
October 2, 2017 (indicating that the total
amount of Common Stock outstanding after the
Issuer's public offering, would be 22,159,608
shares), and the Issuer's Press Release dated
October 3, 2017 (indicating that the public
offering had closed).
CUSIP No. 98872F105
1
NAME OF REPORTING PERSON
Sankaty Davis, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
1,607,301
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
1,607,301
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,607,301
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.25% (1)
14
TYPE OF REPORTING PERSON
PN
(1)
Percent of class is based on 22,159,608 shares of
Common Stock issued and outstanding as reflected
in the Issuer's Prospectus filed with the SEC on
October 2, 2017 (indicating that the total
amount of Common Stock outstanding after the Issuer's
public offering, would be 22,159,608 shares),
and the Issuer's Press Release dated October 3,
2017 (indicating that the public offering
had closed).
CUSIP No. 98872F105
EXPLANATORY NOTE
This Amendment No. 1 to the statement on Schedule 13D
("Amendment No. 1") amends the Schedule 13D
originally filed with the SEC on November 6, 2016
(the "Original Schedule 13D") on behalf of the following
(collectively, the "Reporting Persons"): (1)
Bain Capital Credit Member, LLC ("BCCM"), a
Delaware limited liability company, who is the
administrative member of Sankaty Davis, LLC
("Sankaty Davis") and (2) Sankaty Davis, a
Delaware limited liability company, whose
administrative member is BCCM. This Amendment
No. 1 is filed to reflect the percentage change
in the Reporting Persons' beneficial ownership
with respect to shares of capital stock ("Common
Stock") of Yuma Energy, Inc., a Delaware
Corporation (the "Issuer"). This Amendment No. 1
amends and supplements the Original Schedule 13D
only to the extent provided herein and all other
items in the Original Schedule 13D remain unchanged.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented to add the following:
The Issuer issued 9,600,000 shares of Common Stock, in an
underwritten public offering which closed on October 3, 2017
(the "Offering"). As a result of this additional issuance
of Common Stock, the Reporting Persons' beneficial ownership
of shares of the Issuer's Common Stock was diluted.
The Reporting Persons have no plans or proposals which relate
to or would result in the acquisition of additional Common Stock
by them or any of the other events described in Item 4(a)
through 4(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The information set forth in Rows 7 through 13
of the cover pages to this Schedule 13D is hereby
incorporated herein by reference for each Reporting Person.
(c) The Reporting Persons have not effected any transaction
in the shares of Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
On September 28, 2017, Yuma Energy, Inc. (the "Company") priced
a public underwritten offering of its common stock ("Offering")
pursuant to a registration statement on Form S-1 (File No. 333-220449).
The closing of the offering occurred on October 3, 2017. As required
by the Registration Rights Agreement, dated October 26, 2016, entered
into by the Company and the Reporting Persons and certain other
stockholders of the Company, on October 2, 2017, the Reporting Persons,
and the other stockholders party to the Registration Rights Agreement,
entered into a Lock-up Agreement (the "Lock-up Agreement") with the
Company (collectively, the "Lock-up Persons"), pursuant to which the
Lock-up Persons agreed to be bound by any and all restrictions, for a
period of 90 days (the "Lock-up Period") after the closing of the
Offering, on the sale, disposition, distribution, hedging or other
transfer of any interest in registrable securities, or any securities
convertible into or exchangeable or exercisable for such securities,
as are imposed on the Company. The foregoing restrictions do not
apply to certain other transfers customarily excepted.Other than as
described in this Amendment No. 1 and in the agreements and documents
attached as exhibits hereto or incorporated herein by reference, to
the knowledge of the Reporting Persons, there are no other contracts,
arrangements, understandings or relationships between the Reporting
Persons and any person with respect to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1:
Joint Filing Agreement, dated October 4, 2017 (filed herewith).
Exhibit 99.2
Registration Rights Agreement dated October 26, 2016 (incorporated
by reference to Exhibit 10.3 to the Current Report on Form 8-K filed
by the Registrant with the SEC on November 1, 2016 Exhibit 99.3: Lock-Up
Agreement, dated as of October 2, 2017, entered into by and between the
Reporting Persons and the Company.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement
is true, complete and correct.
Dated: October 4, 2017
BAIN CAPITAL CREDIT MEMBER, LLC
By: _______________________________
Name:
Title:
SANKATY DAVIS, LLC
By: _______________________________
Name:
Title:
EXHIBIT 99.1
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to such statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entity or person, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
Dated: October 4, 2017
BAIN CAPITAL CREDIT MEMBER, LLC
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General Counsel
SANKATY DAVIS, LLC
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Authorized Signatory
Page 5
Page 2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3 OTHER FIN ST
<SEQUENCE>2
<FILENAME>YumaLockupAgreement.txt
<DESCRIPTION>LOCK-UP AGREEMENT, DATED AS OF OCTOBER 2, 2017
<TEXT>
Lock-Up Agreement
Date: September 29, 2017
Yuma Energy, Inc. 1177 West Loop South, Suite 1825 Houston, Texas 77027
Ladies and Gentlemen:
Reference is made to that certain Registration Rights Agreement dated
as of October 26, 2016 (the RRA), by and among Yuma Energy, Inc.,
a Delaware corporation (the Company), and each of the stockholders
executing a signature page thereto. Capitalized terms used but not
defined herein have the meaning ascribed to such terms in the RRA.
Pursuant to Section 2.3 of the RRA the undersigned has agreed to enter
into this Lock-up Agreement (this Agreement). The Company has entered
into an Underwriting Agreement dated September 28, 2017 (the Underwriting
Agreement) with Northland Securities, Inc. as representative
(the Representative) for the several underwriters named in Schedule I
thereto for a public registered underwritten offering (the Offering)
of certain securities (the Securities) of the Company. The undersigned
hereby agrees that without, in each case, the prior written consent of
the Representative during the period specified in the second succeeding
paragraph (the Lock-Up Period), the undersigned will not: (1) offer,
announce the intention to sell, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, make any short sale or otherwise
transfer or dispose of, directly or indirectly, any shares of the Companys
common stock, par value $0.001 per share (the Common Stock), or any
securities convertible into, exercisable or exchangeable for or that
represent the right to receive Common Stock (including without limitation,
Common Stock which may be deemed to be beneficially owned by the
undersigned in accordance with the rules and regulations of the
U.S. Securities and Exchange Commission (the SEC)) whether now owned or
hereafter acquired (the Undersigneds Securities); (2) enter into
any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of the Undersigneds Securities,
whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or such other securities, in cash
or otherwise; or (3) publicly disclose the intention to do any of
the foregoing.
The undersigned agrees that the foregoing restrictions preclude the
undersigned from engaging in any hedging or other transaction which
is designed to or which reasonably could be expected to lead to or
result in a sale or disposition of the Undersigneds Securities even
if such securities would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or
grant of any right (including without limitation any put or call
option) with respect to any of the Undersigneds Securities or
with respect to any security that includes, relates to or derives
any significant part of its value from such securities.
The Lock-Up Period will commence on September 28, 2017 and continue
and include the date ninety (90) days thereafter.
Notwithstanding the foregoing, (i) the undersigned may sell or
transfer any Registrable Securities to any Affiliate of the undersigned,
so long as such Affiliate agrees to be and remains bound hereby, (ii)
the undersigned may enter into a bona fide pledge of any Registrable
Securities (and any foreclosure on any such pledge shall also be permitted),
and (iii) any hedging transaction with respect to an index or basket of
securities where the equity securities of the Company constitute a de
minimis amount shall not be prohibited pursuant to this Agreement.
In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer
of shares of Common Stock if such transfer would constitute a violation
or breach of this Agreement.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this Agreement and that upon
request, the undersigned will execute any additional documents necessary
to ensure the validity or enforcement of this Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned. The undersigned understands that the
undersigned shall be released from all obligations under this Agreement
if it shall cease to hold 1% of the Registrable Securities under the RRA.
The undersigned agrees that that Representative is a third-party
beneficiary of this Agreement. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware.
[The remainder of this page has intentionally been left blank.]
Very truly yours,
Sankaty Davis, LLC
/s/ Ranesh Ramanathan
Ranesh Ramanathan, Authorized Signatory
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>