This Amendment No. 6 (Amendment No. 6) amends and
supplements the Schedule 13D, as amended to date, filed jointly by Bayou Well Holdings Company, LLC (Bayou), Richard E. Agee and Brett T. Agee (collectively, the Reporting Persons) (as amended, the
Schedule 13D).
Except as specifically provided herein, this Amendment No. 6 does not modify any of the
information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 6 shall have the meanings ascribed to them in the Schedule 13D.
Item 2. |
Identity and Background |
Item 2 of the Schedule 13D is hereby amended and supplemented by inserting the following two paragraphs immediately after the final paragraph
thereof:
On December 3, 2024, the First Amended and Restated LLC Agreement of Bayou was amended by the Third Amendment to the First
Amended and Restated LLC Agreement of Bayou (the LLC Amendment). Pursuant to the LLC Amendment, Richard E. Agee was granted sole voting and dispositive power with respect to all shares held by Bayou. As a result of the LLC
Amendment, Brett T. Agee no longer has voting or dispositive power with respect to the Class A Common Stock held by Bayou.
As a
result of the LLC Amendment, Brett T. Agee no longer shares voting and dispositive powers over the shares held by Bayou. Accordingly, Brett T. Agee is no longer a greater than 5% shareholder and therefore is no longer included as a Reporting Person
on this Schedule 13D for Section 13(d) beneficial ownership reporting purposes.
Item 4. |
Purpose of Transaction |
Item 4 is amended and supplemented by inserting the following paragraph after the final paragraph thereof:
On September 10, 2021, Bayou entered into (i) the Tax Receivable Termination and Settlement Agreement, by and among the Issuer, CSL
Capital Management, LLC, as agent, Ranger Energy Holdings, LLC, a Delaware limited liability company (Ranger Holdings), Torrent Energy Holdings, LLC, a Delaware limited liability company (Torrent Holdings), CSL
Energy Opportunities Fund II, L.P., a Delaware limited partnership, CSL Fund II Preferred Holdings LLC, a Delaware limited liability company, and Bayou and (ii) the Voting Agreement, by and among the Issuer, Ranger Holdings, Ranger Energy
Holdings II, LLC, a Delaware limited liability company, Torrent Holdings, Torrent Energy Holdings II, LLC, a Delaware limited liability company, CSL Energy Holdings I, LLC, a Delaware limited liability company, CSL Fund II Preferred Holdings LLC and
Bayou (together, the Termination Transaction). Pursuant to the Termination Transaction, as of such date, the Reporting Persons no longer share voting or dispositive powers with the CSL Entities.
In addition, the information provided in Item 2 of this Schedule 13D is hereby incorporated by reference herein.
Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and replaced by the following:
(A) Bayou Well Holdings Company, LLC
As of the date hereof, Bayou may be deemed the beneficial owner of a total of 2,114,107 shares of Class A Common Stock,
constituting approximately 9.5% of the issued and outstanding shares of Class A Common Stock, consisting of 2,114,107 shares of Class A Common Stock owned directly by Bayou.
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