HOUSTON–(BUSINESS WIRE)–SANDRIDGE PERMIAN TRUST (NYSE: PER) (the “Trust”) today confirmed that it has received an open letter from PEDEVCO Corp. addressed to the Trust, The Bank of New York Mellon Trust Company, N.A., as trustee of the Trust (the “Trustee”), the holders of the common units of the Trust (“Trust units”), and Avalon Energy, LLC (“Avalon”), as a holder of Trust units and the operator of the assets underlying the Trust, regarding PEDEVCO’s interest in acquiring all of the publicly-traded Trust units via an exchange offer and subsequent merger. On August 26, 2020, in response to an indication of interest sent by PEDEVCO directly to the Trustee, the Trustee informed PEDEVCO that because the trust agreement governing the Trust does not authorize the Trustee to enter into an arrangement with an offer or with respect to a negotiated exchange offer or tender offer for the outstanding Trust units, the Trustee declined to enter into discussions with PEDEVCO regarding the transactions contemplated by PEDEVCO’s indication of interest.
The open letter expresses an indication of interest and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval or an exchange offer. The open letter specifies that if any such offer, solicitation or exchange offer is made, PEDEVCO will file with the Securities and Exchange Commission (the “SEC”) a registration statement, a proxy statement and/or a Schedule TO.
If any such offer is made, the Trustee will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 to advise holders of Trust units as to whether the Trustee recommends acceptance or rejection of the offer, expresses no opinion and remains neutral to the offer, or is unable to take a position with respect to the offer, and the reasons for that position or inability to take a position.
The Trustee recommends that holders of Trust units defer making any investment decision with respect to their Trust units until such time. The Trustee also recommends that holders of Trust units, before making any investment decision with respect to their Trust units, consider the Schedule 13D/A that Avalon and Montare Resources I, LLC jointly filed with the SEC on August 27, 2020.
SandRidge Permian Trust
The Bank of New York Mellon Trust Company, N.A., as Trustee