Frequently Asked Questions
December 2018 Westbrook-Thompson tender FAQ
[Reservoir Rock Partners], a Wyoming-incorporated limited liability corporation (“Reservoir”, “we”, or “us”), is offering to purchase up to 30,000 units (the “Units”) of Westbrook-Thompson Overriding Royalty (“Westbrook”) at a purchase price of $60.00 per Unit (the “Purchase Price”). The primary purpose of the offer is for Reservoir to acquire a larger interest in Westbrook while providing unitholders with an opportunity for liquidity as the trading market for Westbrook’s Units is not active. This repurchase offer (the “Offer”) is made upon the terms and subject to conditions set forth below and in the related Letter of Transmittal (together with our cover letter dated [October 15, 2018] and the form of Notice of Withdrawal, the “Unit Purchase Package”). The Offer will expire at [5:00 p.m., Eastern Time, on November 30, 2018, unless the Offer is extended (such date and time, as they may be extended, the “Expiration Date”).
When will the Offer expire, and may the Offer be extended?
The Offer will expire at 5:00 p.m., Eastern Time, on November 30, 2018, unless Reservoir extends the Offer (such date and time, as they may be extended, the “Expiration Date”). Reservoir may (but it not obligated to) extend the period of time the Offer will be open by sending written notice to the Shareholders no later than the next business day after the Offer otherwise would have expired.
Do I have to sell my Units to Reservoir?
No. This is a voluntary offer. You are not required to tender any Units.
Are there any conditions to the Offer?
Yes. If the number of tendered Units exceeds the number of Units we seek to repurchase in the Offer, we will repurchase the remaining tendered Units on a pro rata basis.
How do I tender my Units?
If after reading this Unit Repurchase Package you wish to tender Units registered in your name, you should complete and sign the enclosed Letter of Transmittal, provide any required signature guarantees and submit all required documents, including your Unit certificates, for tendered Units. If your Units are held through a broker, bank, trust company or other nominee, the nominee must sign the Letter of Transmittal. In either case, the completed Letter of Transmittal must be received by Reservoir at the address listed above, in proper form, on or before the Expiration Date.
Is there any cost for me to tender?
There is no cost charged by Reservoir to tender your Units. If you hold Units through a broker, bank, trust company or other nominee, your nominee may charge you processing fees.