ENPC Executive Network Partnering Corporation

Grey Rock Investment Partners (“Grey Rock”), a Dallas-based investment firm, and Executive Network Partnering Corporation (“ENPC”) (NYSE: ENPC), a special purpose acquisition entity, previously announced the entry into a definitive agreement to complete a $1.3 billion business combination (the “Business Combination”) resulting in the formation of publicly traded Granite Ridge Resources, Inc. (“Granite Ridge”). Grey Rock and ENPC are together presenting a summary of selected unaudited pro forma condensed combined operating and financial results for the six months ended June 30, 2022 and 2021, respectively, for Grey Rock Energy Fund III-A, LP, Grey Rock Energy Fund III-B, LP, Grey Rock Energy Fund III-B Holdings, LP, Grey Rock Energy Fund II, L.P., Grey Rock Energy Fund II-B, LP, Grey Rock Energy Fund II-B Holdings, L.P., and Grey Rock Energy Fund, LP (collectively the “Grey Rock Funds”), the assets of which, together with cash remaining in ENPC’s trust account following any stockholder redemptions, will constitute the assets of Granite Ridge following the consummation of the Business Combination.

Summary of Selected Operating Results(1)

 

 

Six Months Ended June 30

 

(in thousands, except per unit prices)

 

 

2022

 

 

2021

 

 

Production

 

 

 

 

 

 

Oil (MBbl)

 

 

1,611

 

 

1,762

 

 

Natural gas (MMcf)

 

 

9,303

 

 

7,546

 

 

Total production (MBoe)(2)

 

 

3,161

 

 

3,021

 

 

Average daily production (Boe/d)(2)

 

 

17,563

 

 

16,778

 

 

Net sales

 

 

 

 

 

 

 

 

Oil

 

$

172,038

 

$

92,416

 

 

Natural gas

 

 

72,079

 

 

36,848

 

 

Operating expenses

 

 

 

 

 

 

Lease operating expenses

 

$

18,175

 

$

11,072

 

 

Production taxes

 

 

12,653

 

 

8,320

 

 

Depletion and accretion expense

 

 

47,529

 

 

48,686

 

 

Management fees

 

 

3,047

 

 

3,097

 

 

General and administrative

 

 

1,993

 

 

2,047

 

 

Costs and expenses (per Boe):

 

 

 

 

 

 

Lease operating expenses

 

$

5.75

 

$

3.67

 

 

Production taxes

 

 

4.00

 

 

2.76

 

 

Depletion and accretion expense

 

 

15.04

 

 

16.12

 

 

Management fees

 

 

0.96

 

 

1.03

 

 

General and administrative

 

 

0.63

 

 

0.68

 

 

 

 

 

 

 

 

 

(1)

For detailed financial information regarding each of the Grey Rock Funds and unaudited pro forma condensed financial statements of ENPC giving effect to the proposed Business Combination and related transactions, see the Registration Statement (as defined herein).

(2)

Natural gas is converted to barrel of oil equivalent at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not necessarily indicative of the relationship of oil and natural gas prices.

Luke Brandenberg, future Chief Executive Officer of Granite Ridge, commented, “The Grey Rock Funds delivered outstanding operational and financial results for the first half of 2022, including achieving daily production and Adjusted EBITDA records of approximately 17,563 Boe/d and $183 million, respectively, while adding additional high-quality inventory through the acquisition of approximately $21 million of new oil and gas properties. Subsequent to June 30, 2022, the Grey Rock Funds reduced debt by an approximate additional $42 million and acquired approximately an additional $17 million of new oil and gas assets. These results speak to the high quality of the Grey Rock Funds’ team, diverse asset base, and capital efficiency of the non-op strategy.”

“Development activity on the assets within the Grey Rock Funds remains robust, as exhibited by the 15.8 net wells brought online since the beginning of the year and the additional 17.1 net wells currently in the development process,” continued Mr. Brandenberg. “As the Grey Rock Funds look at the remainder of 2022, we anticipate a slight reduction in projected production from the operators drilling the assets of the Grey Rock Funds as some operators, given supply and labor constraints, are delaying bringing wells online. This delay may push approximately 4% to 5% of the planned 2022 production on the assets of the Grey Rock Funds from 2022 into 2023. These results should position Granite Ridge for strong financial performance in 2023 following the completion of the planned Business Combination in the fourth quarter of 2022.”

Non-GAAP Financial Information

This news release includes the non-GAAP financial measure Adjusted EBITDA. This measure should not be used as a substitute for its nearest GAAP measure, net income (loss). The Grey Rock Funds define EBITDA as net income (loss) before income tax expense, interest expense and depreciation, depletion and amortization and accretion of asset retirement obligations. The Grey Rock Funds define Adjusted EBITDA as EBITDA adjusted to exclude non-cash impairment of assets, gain (loss) on sale of assets, non-cash changes in the fair value of derivative financial instruments, and non-operating items and other operating items impacting comparability. Non-operating items and other items impacting comparability have been excluded as they do not reflect the Grey Rock Funds’ ongoing operating activities such as gains or losses from asset sales. Management for the Grey Rock Funds uses Adjusted EBITDA as an internal indicator of the Grey Rock Funds’ ability to internally fund capital expenditures and to service or incur additional debt. Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP. It should not be considered in isolation or as an indicator of the Grey Rock Funds’ performance. Furthermore, it should not be seen as a substitute for metrics prepared in accordance with GAAP. See ENPC’s and Granite Ridge’s filings with the Securities and Exchange Commission for more information.

Forward-Looking Statements

This news release includes certain statements that may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and other similar words and expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the future financial performance of Granite Ridge following the Business Combination; the timing and ability to complete the Business Combination; changes in the Grey Rock Funds’ or Granite Ridge’s strategy, future operations (including operations by the operators drilling the assets of the Grey Rock Funds or Granite Ridge), financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this news release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Grey Rock Funds’, ENPC’s or Granite Ridge’s views as of any subsequent date, and none of the Grey Rock Funds, ENPC or Granite Ridge undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Grey Rock Funds’ and Granite Ridge’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to complete the proposed Business Combination; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the proposed Business Combination; (iii) the outcome of any legal proceedings that may be instituted against ENPC, the Grey Rock Funds, Granite Ridge or others following announcement or closing of the proposed Business Combination; (iv) the inability to complete the proposed Business Combination due to the failure to obtain the approval of ENPC stockholders; (v) Granite Ridge’s success in retaining or recruiting, or changes required with regards to its officers, key employees or directors following the proposed Business Combination; (vi) Granite Ridge’s ability to obtain the listing of its common stock and warrants on the New York Stock Exchange following the proposed Business Combination; (vii) the risk that the proposed Business Combination disrupts current plans and operations of the Grey Rock Funds as a result of the announcement and consummation of the proposed Business Combination; (viii) the ability to recognize the anticipated benefits of the proposed Business Combination; (ix) unexpected costs related to the proposed Business Combination; (x) the amount of any redemptions by ENPC’s public stockholders being greater than expected; (xi) the management and board composition of Granite Ridge following the proposed Business Combination; (xii) limited liquidity and trading of Granite Ridge’s securities; (xiii) the use of proceeds not held in ENPC’s trust account or available from interest income on the trust account balance; (xiv) geopolitical risk and changes in applicable laws or regulations; (xv) the possibility that the Grey Rock Funds, ENPC or Granite Ridge may be adversely affected by other economic, business, and/or competitive factors; (xvi) operational risk; (xvii) the possibility that the COVID-19 pandemic, or another major disease, disrupts the Grey Rock Funds’ business; (xviii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on the Grey Rock Funds’ resources; and (xix) the risks that the consummation of the proposed Business Combination is substantially delayed or does not occur.

No Offer or Solicitation

This communication relates to the proposed Business Combination between Grey Rock and ENPC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information for Investors and Stockholders and Where to Find It

In connection with the proposed Business Combination between Grey Rock and ENPC, Granite Ridge and ENPC have filed a registration statement on Form S-4 (as may be amended from time to time, the "Registration Statement") that includes a preliminary proxy statement/prospectus of ENPC and a preliminary prospectus of Granite Ridge, and after the Registration Statement is declared effective, ENPC will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to ENPC’s stockholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the Securities and Exchange Commission ("SEC"), will contain important information about the proposed Business Combination and the other matters to be voted upon at a meeting of ENPC’s stockholders to be held to approve the proposed Business Combination (and related matters). This communication does not contain all the information that should be considered concerning the proposed Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. ENPC and Granite Ridge may also file other documents with the SEC regarding the proposed Business Combination. ENPC stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about ENPC, Granite Ridge, Grey Rock, and the proposed Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to ENPC stockholders as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC, free of charge, by ENPC and Granite Ridge through the website maintained by the SEC at www.sec.gov, or by directing a request to ENPC, 137 Newbury Street, 17th Floor, Boston, Massachusetts 02116.

Participants in the Solicitation

ENPC, Granite Ridge, Grey Rock and their respective directors, officers and related persons may be deemed participants in the solicitation of proxies of ENPC stockholders in connection with the proposed Business Combination. ENPC stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of ENPC, and a description of their interests in the preliminary proxy statement/prospectus of Granite Ridge filed with the SEC on May 16, 2022 in ENPC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 30, 2022 and is available free of charge at the SEC’s website at www.sec.gov, and in ENPC’s subsequent filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ENPC stockholders in connection with the proposed Business Combination and other matters to be voted upon at the special meeting of the stockholders of ENPC is set forth in the Registration Statement for the proposed Business Combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination is included in the Registration Statement. You may obtain free copies of these documents as described in the preceding paragraph.

Reconciliation of Net Income to Adjusted EBITDA

(Unaudited)

 

 

 

 

Six Months Ended June 30

(in thousands)

 

 

 

2022

 

 

2021

 

Net income

 

 

$

125,728

 

$

34,840

 

Income tax expense

 

 

 

—

 

 

—

 

Interest expense

 

 

 

1,134

 

 

1,051

 

Depletion and accretion expense

 

 

 

47,529

 

 

48,686

 

EBITDA(1)

 

 

 

174,389

 

 

84,577

 

Amortization of loan origination costs

 

 

 

21

 

 

28

 

Gain on disposal of oil and natural gas properties

 

 

 

—

 

 

(1,971

)

Unrealized (gain) loss on derivative financial instruments

 

 

 

8,950

 

 

15,954

 

Adjusted EBITDA(1)

 

 

$

183,360

 

$

98,588

 

 

 

 

 

 

 

 

(1)

Earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”) represents net income (loss) before income tax expense, interest expense and depreciation, depletion and amortization and accretion of asset retirement obligations. “Adjusted EBITDA” represents EBITDA adjusted to exclude non-cash impairment of assets, gain (loss) on sale of assets, non-cash changes in the fair value of derivative financial instruments, and non-operating items and other operating items impacting comparability. Non-operating items and other items impacting comparability have been excluded as they do not reflect the Grey Rock Funds’ ongoing operating activities such as gains or losses from asset sales.

 

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Emmie Watts – ew@enpc.co – 801.400.3077