Page 8 of 16 – SEC Filing
| CUSIP No. 49877M108 | SCHEDULE 13D | Page 8 of 16 Pages |
The Reporting Persons acquired the Shares, Warrants and Series A Preferred Stock in connection with the Issuer’s Business Combination (as defined in the Issuer’s Form 8-K filed December 20, 2016). Specifically, concurrently with the execution of the Business Combination Agreement dated as of December 20, 2016 (filed as Exhibit 2.1 to the Issuer’s Form 8-K filed December 20, 2016), each of AIO V and AIO V AIV 3 entered into a Subscription Agreement (as defined and described further in Item 6 herein), dated December 20, 2016, with the Issuer and KLR Energy Sponsor, LLC (“KLR Sponsor”), pursuant to which the Issuer issued and sold in a private placement an aggregate of 55,000 shares of Series A Preferred Stock and 3,245,678 Warrants to the Reporting Persons in exchange for an aggregate purchase price of $55,000,000. This includes (i) 26,617 shares of Series A Preferred Stock and 1,570,799 Warrants issued to AIO V for an aggregate purchase price of $26,617,000, and (ii) 28,383 shares of Series A Preferred Stock and 1,674,919 Warrants issued to AIO V AIV for an aggregate purchase price of $28,383,000. In addition, KLR Sponsor agreed to contribute an aggregate of 413,002 Shares to the Reporting Persons, for no additional consideration. This includes (i) 199,874 Shares issued to AIO V, and (ii) 213,128 Shares issued to AIO V AIV 3.
| Item 4. | PUROSE OF TRANSACTION |
The response to Item 3 and Item 6 of this Schedule 13D is incorporated by reference herein.
The Reporting Persons acquired Shares, Warrants and Series A Preferred Stock in connection with the Issuer’s Business Combination because they believed the investment represented an attractive investment opportunity.
The Reporting Persons have engaged and may continue to engage in discussions with management, the Issuer’s board of directors (the “Board”), other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons’ investment in the Issuer, including, without limitation, matters concerning the business, operations, governance, Board composition, director candidates, management, capitalization (including, without limitation, implementing a share buyback program involving open market purchases, private transactions and/or some form of tender offer) and strategic plans of the Issuer. Subject to the agreements described in Item 6 of this Schedule 13D, the Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the business, operations, governance, Board composition, director candidates, management, capitalization (including, without limitation, implementing a share buyback program involving open market purchases, private transactions and/or some form of tender offer) or strategic plans of the Issuer, or propose or engage in one or more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the financial position and strategic direction, actions taken by management or the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, and subject to the agreements described in Item 6 of this Schedule 13D, the Reporting Persons may in the future take such actions with respect to their investment in the
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