0001193125-17-073589.txt : 20170308 0001193125-17-073589.hdr.sgml : 20170308 20170307190632 ACCESSION NUMBER: 0001193125-17-073589 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170308 DATE AS OF CHANGE: 20170307 GROUP MEMBERS: RED MOUNTAIN CAPITAL MANAGEMENT, INC GROUP MEMBERS: RMCP DPC II LLC GROUP MEMBERS: RMCP DPC LLC GROUP MEMBERS: RMCP GP LLC GROUP MEMBERS: RMCP PIV DPC II, L.P. GROUP MEMBERS: RMCP PIV DPC, L.P. GROUP MEMBERS: WILLEM MESDAG 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: 17673498 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: RED MOUNTAIN CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001374588 IRS NUMBER: 731726370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD STREET 2: SUITE 925 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 432-0207 MAIL ADDRESS: STREET 1: 10100 SANTA MONICA BOULEVARD STREET 2: SUITE 925 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 d341815dsc13da.htm SC 13D/A SC 13D/A

 

 

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)

98872F 105

(CUSIP Number)

Red Mountain Capital Partners LLC

Attn: Willem Mesdag

10100 Santa Monica Boulevard, Suite 925

Los Angeles, California 90067

Telephone (310) 432-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 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 Rule 13d-1(e), 13d-1(f) or 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 liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 2 OF 15 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Red Mountain Capital Partners LLC 73-1726370

  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

 

4,368,765 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

4,368,765 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,368,765 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

31.3% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 3 OF 15 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RMCP PIV DPC, L.P. 56-2551443

  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

 

2,525,052 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

2,525,052 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,525,052 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.7% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 4 OF 15 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RMCP PIV DPC II, L.P. 46-2050813

  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

 

1,765,713 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,765,713 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,765,713 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.6% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

PN – Limited Partnership

 

* See Instructions


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 5 OF 15 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RMCP DPC LLC 80-0898195

  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

 

2,525,052 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

2,525,052 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,525,052 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.7% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 6 OF 15 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RMCP DPC II LLC 46-2041177

  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

 

1,765,713 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,765,713 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,765,713 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.6% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 7 OF 15 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RMCP GP LLC 20-4442412

  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

 

2,525,052 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

2,525,052 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,525,052 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.7% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

OO – Limited Liability Company

 

* See Instructions


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 8 OF 15 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Red Mountain Capital Management, Inc. 13-4057186

  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

 

4,368,765 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

4,368,765 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,368,765 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

31.3% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

CO – Corporation

 

* See Instructions


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 9 OF 15 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Willem Mesdag

  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

 

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

4,368,765 shares (See Item 5)

     8   

SHARED VOTING POWER

 

None (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

4,368,765 shares (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None (See Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,368,765 shares (See Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

31.3% (See Item 5)

14.  

TYPE OF REPORTING PERSON*

 

IN – Individual

 

* See Instructions


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 10 OF 15 PAGES

 

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2016, by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) RMCP PIV DPC, L.P., a Delaware limited partnership (“DPC PIV”), (iii) RMCP PIV DPC II, L.P., a Delaware limited partnership (“DPC PIV II” and, together with DPC PIV, the “DPC Funds”), (iv) RMCP DPC LLC, a Delaware limited liability company (“DPC LLC”), (v) RMCP DPC II LLC, a Delaware limited liability company (“DPC II LLC”), (vi) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (vii) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (viii) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value $0.001 per share (“Common Stock”), of Yuma Energy, Inc., a Delaware corporation (“Yuma”). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 1) shall not be construed to be an admission by the Reporting Persons (as defined below) that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

The DPC Funds, DPC LLC, DPC II LLC, RMCP GP and RMCP LLC are sometimes collectively referred to herein as “Red Mountain.” Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.”

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of this Schedule 13D is hereby amended to include the following information:

Between December 14, 2016 and December 23, 2016, RMCP LLC acquired 78,000 shares of Common Stock on the open market for an aggregate purchase price (excluding trading commissions and related administrative costs) of $279,281. The source of funds used by RMCP LLC to purchase such shares was working capital of RMCP LLC.

On December 31, 2016, Yuma issued 22,400 shares of Series D Preferred Stock (as defined herein) to DPC PIV II as a payment-in-kind dividend.

 

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of this Schedule 13D is hereby amended to include the following information:

The information set forth in Item 6 below is hereby incorporated by reference in response to this Item 4.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

 

  (a)-(b) DPC PIV beneficially owns, in the aggregate, 2,525,052 shares of Common Stock, which represent approximately 20.7% of the outstanding Common Stock.(1) DPC PIV has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 2,525,052 shares of Common Stock.

 

(1)  All calculations of percentage ownership in this Schedule 13D are based on approximately 12,201,000 shares of Common Stock outstanding after giving effect to the transactions consummated pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of February 10, 2016, as amended by the First Amendment thereto on September 2, 2016, by and among Yuma, Davis Petroleum Acquisition Corp. and certain other parties thereto, as reported by Yuma in its Current Report on Form 8-K that was filed with the SEC on November 2, 2016. In addition, the calculation of the percentage ownership of each of DPC PIV II, DPC II LLC, RMCP LLC, RMCM and Mr. Mesdag also includes and gives effect to the issuance of the Convertible Shares (as defined herein).


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 11 OF 15 PAGES

 

Because DPC LLC may be deemed to control DPC PIV, DPC LLC may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by DPC PIV. As a result, DPC LLC may be deemed to beneficially own, in the aggregate, 2,525,052 shares of Common Stock, representing approximately 20.7% of the outstanding Common Stock.

Because RMCP GP may be deemed to control DPC LLC, RMCP GP may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by DPC LLC. As a result, RMCP GP may be deemed to beneficially own, in the aggregate, 2,525,052 shares of Common Stock, representing approximately 20.7% of the outstanding Common Stock.

DPC PIV II beneficially owns, in the aggregate, 1,765,713 shares of Series D Convertible Preferred Stock, $0.001 par value per share, of Yuma (“Series D Preferred Stock”). Each share of Series D Preferred Stock is convertible into shares of Common Stock at the option of the holder at any time or upon certain mandatory triggering events, with an initial conversion price of approximately $11.074 per share. Assuming full conversion of the Series D Preferred Stock as of the date hereof, DPC PIV II would beneficially own, in the aggregate, 1,765,713 shares of Common Stock (the “Convertible Shares”), which represent approximately 12.6% of the outstanding Common Stock, after giving effect to the issuance of the Convertible Shares. DPC PIV II has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 1,765,713 shares of Series D Preferred Stock and all of the Convertible Shares.

Because DPC II LLC may be deemed to control DPC PIV II, DPC II LLC may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all Common Stock beneficially owned by DPC PIV II. As a result, DPC II LLC may be deemed to beneficially own, in the aggregate, 1,765,713 shares of Common Stock, representing approximately 12.6% of the outstanding Common Stock, after giving effect to the issuance of the Convertible Shares.

RMCP LLC beneficially owns, in the aggregate, 78,000 shares of Common Stock, which represent approximately 0.6% of the outstanding Common Stock. RMCP LLC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 78,000 shares of Common Stock.

Because each of RMCP LLC, RMCM and Mr. Mesdag may be deemed to control each of RMCP GP and DPC II LLC, each of RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by RMCP GP and DPC II LLC. Furthermore, because of each RMCM and Mr. Mesdag may be deemed to control RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by RMCP LLC. As a result, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, in the aggregate, 4,368,765 shares of Common Stock, representing approximately 31.3% of the outstanding Common Stock, after giving effect to the issuance of the Convertible Shares.

Other than shares of Common Stock beneficially owned by the DPC Funds and RMCP LLC as reported above, none of the Reporting Persons may be deemed to beneficially own any shares of Common Stock.

Each of the DPC Funds, DPC LLC, DPC II LLC, RMCP GP and RMCP LLC affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 12 OF 15 PAGES

 

The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, Mr. Teets disclaims beneficial ownership of all shares of Common Stock reported in this 13D.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended to include the following information:

RMCP LLC and Yuma entered into a confidentiality and standstill agreement (the “Confidentiality Agreement”) on March 2, 2017, pursuant to which Yuma has agreed that it may provide RMCP LLC with certain information about Yuma on a confidential basis, and RMCP LLC has agreed to certain standstill provisions. The standstill provisions include limitations on the ability of Red Mountain to (i) solicit proxies to vote any Common Stock, (ii) nominate or seek to nominate any other person to the board of directors of Yuma, (iii) submit a proposal to Yuma for any extraordinary transaction involving Yuma or any of its securities or assets, or (iv) seek to control or influence the board of directors or management or policies of Yuma; provided that, for the avoidance of doubt, such prohibitions are not intended to be construed to apply to confidential communications made by Mr. Teets or any other person in his capacity as a board member of Yuma. Unless terminated earlier pursuant to the provisions of the Confidentiality Agreement, the standstill provisions expire on the later to occur of (x) December 31, 2017 or (y) three months after the date upon which no persons associated with Red Mountain is serving on the Yuma board of directors.

The foregoing description of the Confidentiality Agreement is a summary only and is qualified in its entirety by reference to the full text of the Confidentiality Agreement, which is filed as Exhibit 6 to this Schedule 13D and is hereby incorporated herein by reference.

 

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

Item 7 is hereby amended to include the following information:

 

Exhibit No.

  

Description of Exhibit

6    Confidentiality Agreement, dated as of March 2, 2017, by and between Yuma Energy, Inc. and Red Mountain Capital Partners LLC (filed herewith)


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 13 OF 15 PAGES

 

SIGNATURE

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: March 7, 2017

 

RED MOUNTAIN CAPITAL PARTNERS LLC

/s/ Willem Mesdag

By:     Willem Mesdag
Title:     Authorized Signatory
RMCP PIV DPC, L.P.
By:     RMCP DPC LLC, its general partner
 

/s/ Willem Mesdag

  By:   Willem Mesdag
  Title:   Authorized Signatory
RMCP PIV DPC II, L.P.
By:   RMCP DPC II LLC, its general partner
 

/s/ Willem Mesdag

  By:   Willem Mesdag
  Title:   Authorized Signatory
RMCP DPC LLC
By:   RMCP GP LLC, its managing member
 

/s/ Willem Mesdag

  By:   Willem Mesdag
  Title:   Authorized Signatory
RMCP DPC II LLC
By:   Red Mountain Capital Partners LLC, its managing member
 

/s/ Willem Mesdag

  By:   Willem Mesdag
  Title:   Authorized Signatory


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 14 OF 15 PAGES

 

RMCP GP LLC

/s/ Willem Mesdag

By:   Willem Mesdag
Title:   Authorized Signatory
RED MOUNTAIN CAPITAL MANAGEMENT, INC.

/s/ Willem Mesdag

By:   Willem Mesdag
Title:   President
WILLEM MESDAG

/s/ Willem Mesdag

 


CUSIP No. 98872F 105   SCHEDULE 13D/A   PAGE 15 OF 15 PAGES

 

EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibit

1    Joint Filing Agreement, dated as of November 7, 2016, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on November 7, 2016)
2    Agreement and Plan of Merger and Reorganization dated as of February 10, 2016, by and among Yuma Energy, Inc., Yuma Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed by Yuma Energy, Inc. with the SEC on February 16, 2016)
3    First Amendment to the Agreement and Plan of Merger and Reorganization dated as of September 2, 2016, by and among Yuma Energy, Inc., Yuma Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum Acquisition Corp. (incorporated by reference to Exhibit 2.1(a) to the Current Report on Form 8-K filed by Yuma Energy, Inc. with the SEC on September 6, 2016)
4    Registration Rights Agreement dated October 26, 2016 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Yuma Energy, Inc. with the SEC on November 1, 2016)
5    Form of Lock-up Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Yuma Energy, Inc. with the SEC on November 1, 2016)
6    Confidentiality Agreement, dated as of March 2, 2017, by and between Yuma Energy, Inc. and Red Mountain Capital Partners LLC (filed herewith)
EX-99.6 2 d341815dex996.htm EX-99.6 EX-99.6

Exhibit 6

March 2, 2017

Red Mountain Capital Partners LLC

10100 Santa Monica Boulevard, Suite 925

Los Angeles, California 90067

Ladies and Gentlemen:

1. Red Mountain Capital Partners LLC, a Delaware limited liability company (“Red Mountain”), and Yuma Energy, Inc., a Delaware corporation (the “Company” and, together with Red Mountain, the “Parties”), understand and agree that, subject to the terms of, and in accordance with, this letter agreement, the Company through its employees or other duly authorized representatives has provided and may provide Red Mountain with certain information about its properties, employees, finances, businesses and operations (including materials provided or made available to the board of directors of the Company (the “Board”) during the time when any person associated with Red Mountain serves on the Board); provided that nothing in this letter agreement obligates the Company to disclose any information if such disclosure would be unlawful, result in a breach by the Company or one of its subsidiaries of a confidentiality agreement with a third party or the Board determines that such information not be provided to Red Mountain. Any such information provided by the Company shall be used by Red Mountain and its Affiliates (as defined below) solely to enable Red Mountain and its Affiliates to evaluate Red Mountain’s investment in the Company. For the avoidance of doubt, if any person associated with Red Mountain serves on the Board, the provisions of this paragraph 1 are not intended to be construed to limit such person’s information or other rights solely in such person’s capacity as a member of the Board.

2. All information about the Company or any third party that is furnished by the Company or its Representatives (as defined below) to Red Mountain before the date hereof, now or in the future, and regardless of the manner in which it is furnished, is referred to in this letter agreement as “Proprietary Information”. Proprietary Information does not include, however, any information that: (i) is or becomes generally available to the public other than as a result of a disclosure by Red Mountain, any of its Affiliates or any of their respective Representatives in violation of this letter agreement; (ii) was available to Red Mountain, any of its Affiliates or any of their respective Representatives on a non-confidential basis prior to its disclosure by the Company or its Representatives; (iii) becomes available to Red Mountain, any of its Affiliates or any of their respective Representatives from a person other than the Company or its Representatives who is not subject to any legally binding obligation to keep such information confidential; or (iv) was independently developed by Red Mountain, any of its Affiliates or any of their respective Representatives without use of any of the Proprietary Information. For purposes of this letter agreement, (x) “Affiliates” of Red Mountain shall mean (A) Red Mountain Partners, L.P., a Delaware limited partnership, (B) RMCP GP LLC, a Delaware


limited liability company, (C) Red Mountain Capital Management, Inc., a Delaware corporation, (D) RMCP PIV DPC, LP, a Delaware limited partnership, (E) RMCP PIV DPC II, LP, a Delaware limited partnership, (F) RMCP DPC LLC, a Delaware limited liability company, (G) RMCP DPC II LLC, a Delaware limited liability company, and (H) Willem Mesdag, a natural person, (y) “Representative” shall mean, as to any person, its directors, officers, employees, agents and attorneys including as to Red Mountain, J. Christopher Teets, a natural person; and (z) “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.

3. Subject to paragraph 4 below, unless otherwise agreed to in writing by the Company, Red Mountain shall, (i) except as required by law, keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person (other than to its Affiliates, its Representatives and Representatives of its Affiliates who have a need to know such information for purposes of assisting in Red Mountain’s evaluation of its investment in the Company, provided that each such Affiliate and Representative shall keep confidential all Proprietary Information that is so disclosed or revealed to him or her in accordance with Red Mountain’s confidentiality obligations hereunder with respect to such Proprietary Information); (ii) not use Proprietary Information for any purpose other than enabling Red Mountain to evaluate its investment in the Company; and (iii) except as required by law or legal process, not disclose to any person and cause its Affiliates and Representatives not to disclose to any person the fact that Proprietary Information has been disclosed to Red Mountain, provided that, for the avoidance of doubt, the disclosure of the existence of this letter agreement and the filing of this letter agreement as an exhibit to any Schedule 13D filed under the Securities Exchange Act of 1934 (“Exchange Act”) or amendment thereto shall not be deemed to be a breach of the foregoing clause (iii). Red Mountain will be responsible for any violation of the confidentiality provisions of this letter agreement by its Affiliates, its Representatives and the Representatives of its Affiliates as if they were parties hereto. The obligations of Red Mountain contained in this paragraph 3 to keep Proprietary Information confidential shall survive any termination or expiration of this letter agreement solely for a period of two years from and after such termination or expiration.

4. In the event that Red Mountain, any of its Affiliates or any of their respective Representatives is requested pursuant to, or required by, applicable law or regulation (including, without limitation, any rule, regulation or policy statement of any national securities exchange, market or automated quotation system applicable to Red Mountain or any of its Affiliates) or by legal process to disclose any Proprietary Information, Red Mountain shall provide the Company with prompt written notice of such request or requirement but in no event more than two business days after Red Mountain knows of such request if practicable in order to enable the Company (i) to seek an appropriate protective order or other remedy, (ii) to consult with Red Mountain with respect to the Company’s taking steps to resist or narrow the scope of such request or legal process or (iii) to waive compliance, in whole or in part, with the terms of this letter agreement. In the event that such protective order or other remedy is not timely sought or obtained, or the Company waives compliance, in whole or in part, with the terms of this

 

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letter agreement, Red Mountain shall (x) use commercially reasonable best efforts to disclose only that portion of the Proprietary Information which is legally required to be disclosed and to ensure that all Proprietary Information that is so disclosed will be accorded confidential treatment and (y) provide the Company with the text of such required disclosure as far in advance of its disclosure as reasonably practicable and consider in good faith the Company’s suggestions concerning the nature and scope of the information to be contained therein. In the event that Red Mountain has complied, in all material respects, with the provisions of this paragraph 4, such disclosure may be made by Red Mountain, such Affiliate or such Representative, as applicable, without any liability hereunder.

5. For a period commencing on the date of this letter agreement and ending on the later to occur of (i) December 31, 2017 or (ii) three months after the date upon which no persons associated with Red Mountain are serving on the Board, none of Red Mountain, its Affiliates or any other persons affiliated with Red Mountain shall, without the prior written consent of the Company or the Board, directly or indirectly:

 

  (a) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company;

 

  (b) nominate, or seek to nominate, directly or indirectly, any other person to the Board;

 

  (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any of its securities or assets (including, for the avoidance of doubt and without limitation, a tender offer);

 

  (d) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing; provided that, for the avoidance of doubt, the existence of a group consisting of Red Mountain, its Affiliates and other persons affiliated with Red Mountain shall not be deemed to be a violation of this subparagraph (d);

 

  (e) otherwise act or seek to control or influence the Board or the management or policies of the Company;

 

  (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in subparagraphs (a) through (d) above; or

 

  (g) request that the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph 5.

 

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For the avoidance of doubt, if any person associated with Red Mountain serves on the Board, the provisions of this paragraph 5 are not intended to be construed to limit such person’s confidential communications with the Company or the Board in such person’s capacity as a member of the Board.

6. Notwithstanding anything to the contrary herein, Red Mountain may, in its sole discretion, terminate the provisions of paragraph 5 of this letter agreement (including all restrictions thereunder on the activities in which Red Mountain, its Affiliates and other persons affiliated with Red Mountain may engage with respect to the Company) by delivering written notice of such termination to the Company at any time after the approval by the Board of:

 

  (a) any sale of more than 50% of the assets of the Company and its subsidiaries, taken as a whole;

 

  (b) the beneficial ownership (as defined by Rule 13d-3 under the Exchange Act) by any person (other than Red Mountain and its Affiliates) of more than 20% of any class of outstanding equity securities of the Company, including any equity issuance, tender offer, exchange offer or other transaction or series of transactions that, if consummated, would result in any person beneficially owning more than 20% of any class of outstanding equity securities of the Company; or

 

  (c) any merger, consolidation or other business combination involving the Company or any of its subsidiaries and a third party, other than any such transaction where (i) the holders of equity securities of the Company outstanding immediately prior to such transaction continue to hold a majority of the equity securities of the surviving or resulting company or its ultimate parent immediately after giving effect to the transaction, and (ii) does not otherwise involve either (A) any sale of more than 50% of the assets of the Company and its subsidiaries, taken as a whole or (B) where no person after such transaction (other than Red Mountain) will beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) more than 20% of any class of outstanding equity securities of the Company.

7. In addition, if the Board undertakes a formal process to solicit proposals with respect to any of the foregoing in paragraph 6 or, with respect to unsolicited proposals, determines that any proposal relating to any of the foregoing is reasonably likely to be approved, the Company shall notify Red Mountain that paragraph 5(g) has been waived by the Company.

8. To the extent that any Proprietary Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that

 

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the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Proprietary Information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this letter agreement, and under the joint defense doctrine. Nothing in this letter agreement obligates the Company to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.

9. Red Mountain acknowledges and understands that neither the Company nor any of its Representatives makes any express or implied representation or warranty as to the accuracy, completeness or timeliness of any Proprietary Information, and Red Mountain agrees that none of such persons shall have any liability to any of Red Mountain, any of its Affiliates or any of their respective Representatives relating to or arising from the use of any Proprietary Information.

10. At any time after the termination of this letter agreement, and upon the request of the Company, Red Mountain shall within 10 business days deliver to the Company or destroy (provided that any such destruction shall be certified in writing by Red Mountain) all Proprietary Information and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the possession of Red Mountain, any of its Affiliates or any of their respective Representatives; provided that Red Mountain, its Affiliates and their respective Representatives (x) shall be permitted to retain a copy of such Proprietary Information to the extent such person believes in good faith that the retention of such copy is required under applicable law (including the recordkeeping requirements under the Investment Advisers Act of 1940, as amended) and (y) shall not be required to delete or otherwise destroy any data stored on any computer backup tapes or other media or system used by any of Red Mountain, its Affiliates or their respective Representatives primarily for backup purposes. Red Mountain acknowledges that the Company reserves the right, in its sole discretion and without giving any reason therefor, to request the return or destruction of Proprietary Information pursuant to this paragraph 10.

11. Red Mountain is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

12. Without prejudice to the rights and remedies otherwise available to either party hereto, the Company shall be entitled to equitable relief by way of injunction or otherwise without the posting of any bond or security if Red Mountain, any of its Affiliates or any of their respective Representatives breaches or threatens to breach any of the provisions of this letter agreement.

 

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13. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

14. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Each Party hereby irrevocably and unconditionally consents to the exclusive institution and resolution of any action, suit or proceeding of any kind or nature with respect to or arising out of this letter agreement brought by any Party in the Chancery Court of the State of Delaware and the appellate courts thereof. Each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this letter agreement in such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Parties agree that a final judgment in any such dispute shall be conclusive and may be enforced in other jurisdictions by suits on the judgment or in any other manner provided by law.

15. This letter agreement contains the entire agreement between the Parties concerning the subject matter hereof, and no modification of this letter agreement or waiver of the terms and conditions hereof shall be binding unless approved in writing by the Parties or such modification or waiver is made by an applicable Party pursuant to the express terms of any of the above paragraphs.

16. This letter agreement shall terminate automatically upon written notice thereof by the Company to Red Mountain or upon the later to occur of (i) December 31, 2017 or (ii) the date upon which no persons associated with Red Mountain are serving on the Board; provided that Red Mountain’s obligations under paragraphs 3, 5 and 6 shall terminate as provided for therein.

17. This letter agreement may be executed in two or more counterparts (including by fax and .pdf), which together shall constitute a single agreement.

 

 

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Please confirm your agreement with the foregoing by signing and returning this letter agreement to the undersigned, whereupon this letter agreement shall become a binding agreement.

 

Very truly yours,
YUMA ENERGY, INC.
By:  

/s/ Sam Banks

  Name: Sam Banks
  Title: CEO

 

ACCEPTED AND AGREED as of the date first written above:

 

RED MOUNTAIN CAPITAL PARTNERS LLC
By:  

/s/ J. Christopher Teets

Name:   J. Christopher Teets
Title:   Authorized Signatory

[Signature Page to Letter Agreement]