SEC Company Response from HighPeak Energy, Inc. (HPK, HPKEW) (CIK 0001792849) (HPK) — Jan 10, 2020
HighPeak Energy, Inc. (HPK, HPKEW) (CIK 0001792849)
Date: Jan. 10, 2020 · CIK: 0001792849 · Accession: 0001437749-20-000463
AI Filing Summary & Sentiment
File numbers found in text: 333-235313
Referenced dates: December 27, 2019
Letter
hpe20200108_corresp.htm
421 W. 3rd Street, Suite 1000
Fort Worth, TX 76102
January 10, 2020
Office of Energy & Transportation
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re:
HighPeak Energy, Inc.
Registration Statement on Form S-4
Filed on December 2, 2019
File No. 333-235313
Ladies and Gentlemen:
Set forth below are the responses of HighPeak Energy, Inc. (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 27, 2019, with respect to the Company’s Registration Statement on Form S-4, File No. 333-235313, filed with the Commission on December 2, 2019 (the “Registration Statement”). In connection with this letter, we are filing today an amendment to the Registration Statement (“Amendment No. 1”) via EDGAR and are concurrently providing certain information responsive to Comments 1, 2, 28 and 29 in a separate letter to the Staff (the “Supplemental Letter”). We are also separately furnishing to the Staff six courtesy copies of Amendment No. 1, marked to show the changes made to our disclosures since the initial filing of the Registration Statement.
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to Amendment No. 1. Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Statement.
Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Business Overview, page 1
1.
We note your use of industry data in various statements here and elsewhere in your prospectus. Please revise to disclose your support for these statements, including the names and dates of third party sources. The following are examples of these statements.
Securities and Exchange Commission
January 10, 2020
Page 2
●
Howard County has the highest oil mix percentage and margins across the Midland Basin with the most rapid growth in oil volumes of all the major counties in the Midland Basin.
●
Horizontal production in Howard County has the highest percentage of oil content and the highest oil production compounded annual growth rate, beginning in the fourth quarter of 2014 through the second quarter of 2019, of any county in the Midland Basin.
●
Over the past five years, Howard County has been a key driver in the overall growth of the Permian Basin oil output. From September 30, 2014 to June 30, 2019, Howard County’s oil production grew at a compounded annual growth rate of approximately 45%, greater than any of the other six major Midland Basin counties over the same time period.
We also note your statement that Pure decided to focus on the Midland Basin and specifically the Howard County area of the Midland Basin due to its superior economics. Please disclose the basis for this statement or state that it is Pure’s belief.
RESPONSE: We have revised the Registration Statement to disclose our support for the statements cited in the Staff’s comment, including the names and dates of third party sources. Please see pages 1, 2, 147 and 148 of Amendment No. 1. In addition, we have provided further detail relating to such third party information to the Staff under separate cover of the Supplemental Letter.
Organizational Structure, page 14
2.
Please provide us with organizational charts, illustrating all of the relationships, affiliates, and entities under common control, before and just after the offering, among and between all of the entities mentioned in your summary on page x.
RESPONSE: We advise the Staff that HPK LP was formed to issue equity interests to achieve a business combination between HighPeak I and HighPeak II. The entities are affiliated, but not under common control because no entity has a controlling financial interest in HighPeak I and HighPeak II. We have provided the requested organizational charts to the Staff under separate cover of the Supplemental Letter.
Accounting Treatment, page 18
3.
We note your use of “HPK” as the proposed ticker symbol for your NYSE listing. Please consider revising your use of HPK as your reference to HPK Energy, LP to clarify the difference between the two entities.
RESPONSE: We have revised the Registration Statement throughout to clarify the difference between the two entities. See, for example, the defined term for each such entity included on pages vi and vii of Amendment No. 1.
Securities and Exchange Commission
January 10, 2020
Page 3
Risk Factors
Risks Related to HighPeak Energy and the Business Combination
The A&R Charter will designate the Court of Chancery of the State of Delaware, page 53
4.
We note that you disclose here and on page 183 that your exclusive forum provision will not apply to actions arising under the Exchange Act, but will apply to actions arising under the Securities Act. Please revise your prospectus to clarify that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, please ensure that your A&R Charter states clearly, in Article 8, that the provision does not apply to actions arising under the Exchange Act.
RESPONSE: We have revised the Registration Statement to clarify that there is uncertainty as to whether a court would enforce our exclusive forum provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. Please see page 53 of Amendment No. 1. Further, we advise the Staff that the exclusive forum provision contained in Article 8 of the A&R Charter provides an exception to the designation of the Court of Chancery as the exclusive forum for “any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.” Accordingly, the provision does not designate the Court of Chancery as the exclusive forum for any derivative action or other claim for which the applicable statute creates exclusive jurisdiction in another forum, such as the Exchange Act, or for which the Court of Chancery otherwise does not have subject matter jurisdiction. We believe that the language above clearly states that the exclusive forum designation would not apply to actions for which the Exchange Act creates exclusive federal jurisdiction.
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet at September 30, 2019, page 65
5.
We note that column (b) includes the historical balance sheet of HighPeak and column (c) includes the historical balance sheet of HighPeak II. Please revise your disclosure to clarify which legal entities each of these columns represent, also to identify the accounting acquirer in your reverse merger, and to explain your rationale in making that determination. Please disaggregate and provide separate pro forma adjustments and explanations about how you are depicting the acquisitions of each entity, including any fair value and carry-over basis determinations.
RESPONSE: We have revised the Registration Statement to clarify that column (b) relates to HighPeak I and column (c) relates to HighPeak II. See pages 62, 63, 64, and 65 of Amendment No. 1. We advise the Staff that HighPeak I and HighPeak II, as presented in columns (b) and (c) of the revised disclosure, are defined terms and the full names of the specific legal entities are included in the “Certain Defined Terms” section on page vii of Amendment No. 1 to refer to HighPeak Energy, LP and HighPeak Energy II, LP, respectively. We have also revised the Registration Statement to disaggregate and provide separate pro forma adjustments and explanations about how we are depicting the acquisitions of each entity. See adjustment (f) in Note 2 to the unaudited pro forma condensed combined consolidated balance sheet included on page 69 of Amendment No. 1.
Securities and Exchange Commission
January 10, 2020
Page 4
In addition, we have revised the Registration Statement to identify the accounting acquirer in our reverse merger and to explain our rationale in making that determination. See page 60 of Amendment No. 1.
6.
We note column (e) includes adjustments for cash inflows associated with the PIPE investments and forward purchase agreement. Given the uncertainty that you express on page 26, over whether you will be able to obtain the PIPE investment of $200 million, it appears this does not presently meet the factually supportable criteria described in Rule 11-02(b)(6) of Regulation S-X. Unless you secure the investment agreements needed to resolve this uncertainty prior to requesting an effective date for your registration statement, you would need to remove the item from your pro forma presentation and revise all related disclosures throughout your filing accordingly.
RESPONSE: We advise the Staff that we anticipate entering into definitive Subscription Agreements with the PIPE Investors for an aggregate $200 million prior to requesting effectiveness of the Registration Statement. Following entry into such definitive Subscription Agreements, we expect (i) to file an amendment to the Registration Statement to remove the uncertainty currently expressed regarding whether we will be able to obtain the PIPE Investment and (ii) that at the time of filing such amendment, the PIPE Investment will meet the factually supportable criteria described in Rule 11-02(b)(6) of Regulation S-X. In the event we are unable to enter into definitive Subscription Agreements for an aggregate $200 million prior to requesting effectiveness of the Registration Statement, we hereby advise the Staff that we will either remove the pro forma assumptions relating to the PIPE Investment throughout the Registration Statement or will otherwise revise such assumptions so that they meet the factually supportable criteria described in Rule 11-02(b)(6) of Regulation S-X.
7.
Please expand your disclosures to clarify how the $150 million adjustment associated with the forward purchase agreement is being funded and appropriately depicts what appears to be described as a transaction between a parent and its subsidiary, two entities within the group to be consolidated, as the funds are not apparent on the historical balance sheet utilized in your presentation.
RESPONSE: We have revised the Registration Statement to clarify how the $150 million adjustment associated with the forward purchase agreement is being funded. Specifically, we have disclosed that purchases of forward purchase securities by HPEP II pursuant to the Forward Purchase Agreement are expected to be funded with cash capital contributions to be made to HPEP II by its partners. See page 69 of Amendment No. 1. Accordingly, the cash to be used for purchases under the Forward Purchase Agreement was not on HPEP II’s balance sheet as of September 30, 2019. Such capital contributions are expected to be made pursuant to commitments currently in place or expected to be in place prior to requesting effectiveness of the Registration Statement. Additionally, although all material subsidiaries of HPEP II as of September 30, 2019 are included in the pro forma consolidated group, HPEP II will not itself be included in the consolidated group.
Securities and Exchange Commission
January 10, 2020
Page 5
8.
We note that Pure may be able to consummate the business combination even though a substantial number of its public stockholders have already elected to redeem their shares provided that redemptions do not cause its net tangible assets to be less than $5,000,001. We understand that your illustrative redemption scenario is based on an analysis of initial business combinations completed by other blank check companies since 2013. However, since your transaction is structured in such a manner that significantly different results may occur, you should include pro forma presentations that give effect to the range of reasonably possible results, including a maximum redemption scenario, to comply with Rule 11-02(b)(8) of Regulation S-X. If some public stockholders have already elected redemptions, it appears you would also need to revise the no-redemption scenario to reflect these elections.
RESPONSE: We have revised the Registration Statement to include a “maximum redemption scenario” that contemplates the maximum number of redemptions that we anticipate may be funded while still permitting us to meet the minimum $275 million Available Liquidity closing condition under the HPK Business Combination Agreement. See specifically the section of Amendment No. 1 entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of HighPeak Energy,” beginning on page 60 of Amendment No. 1 and the related disclosures throughout Amendment No. 1. As disclosed in the Registration Statement, this calculation of minimum Available Liquidity assumes that all other assumptions set forth under “Certain Defined Terms” are accurate, other than the assumption that no additional public shareholders elect to have their shares redeemed, and that a borrowing base of $250 million will be available under the RBL Facility. Although we anticipate that the terms of our RBL Facility will be substantially negotiated prior to the effectiveness of the Registration Statement, we do not anticipate signing our RBL Facility until the closing of the business combination. We have disclosed that if the borrowing base available under the RBL Facility were to decrease, the maximum number of shares that may be redeemed would also decrease. The remaining significant sources of capital included in the calculation of minimum Available Liquidity will be committed prior to the effectiveness of the Registration Statement and we have made reasonable estimates with respect to the other components of the calculation of minimum Available Liquidity. We have also revised the "no redemption" scenario to clarify that it already takes into account the shares redeemed in connection with the Extension, and accordingly have renamed such scenario as the "no additional redemption" scenario.
9.
We note that it is a condition to closing under the HPK Business Combination Agreement that HighPeak Energy shall have not less than $275 million of Available Liquidity, including amounts available under any debt facility, such as the anticipated RBL Facility. Please include a note to your maximum redemption scenario to explain how you expect to meet the condition of Available Liquidity if Pure’s net tangible assets are $5,000,001 after redemption. Please discuss the implications of not having a definitive credit facility in place, as it relates not only to this closing condition, but also with regard to the viability of the pro forma scenario and the requirement that all adjustments be factually supportable.
Securities and Exchange Commission
January 10, 2020
Page 6
RESPONSE: We have revised the Registration Statement to disclose the assumption of $250 million of available borrowing capacity under the RBL Facility in order to meet the requirement to maintain $275 million of Available Liquidity. See the discussion of the maximum redemption scenario included in the description of adj
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CORRESP 1 filename1.htm hpe20200108_corresp.htm 421 W. 3rd Street, Suite 1000 Fort Worth, TX 76102 January 10, 2020 Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: HighPeak Energy, Inc. Registration Statement on Form S-4 Filed on December 2, 2019 File No. 333-235313 Ladies and Gentlemen: Set forth below are the responses of HighPeak Energy, Inc. (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 27, 2019, with respect to the Company’s Registration Statement on Form S-4, File No. 333-235313, filed with the Commission on December 2, 2019 (the “Registration Statement”). In connection with this letter, we are filing today an amendment to the Registration Statement (“Amendment No. 1”) via EDGAR and are concurrently providing certain information responsive to Comments 1, 2, 28 and 29 in a separate letter to the Staff (the “Supplemental Letter”). We are also separately furnishing to the Staff six courtesy copies of Amendment No. 1, marked to show the changes made to our disclosures since the initial filing of the Registration Statement. For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to Amendment No. 1. Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Statement. Registration Statement on Form S-4 Summary of the Proxy Statement/Prospectus Business Overview, page 1 1. We note your use of industry data in various statements here and elsewhere in your prospectus. Please revise to disclose your support for these statements, including the names and dates of third party sources. The following are examples of these statements. Securities and Exchange Commission January 10, 2020 Page 2 ● Howard County has the highest oil mix percentage and margins across the Midland Basin with the most rapid growth in oil volumes of all the major counties in the Midland Basin. ● Horizontal production in Howard County has the highest percentage of oil content and the highest oil production compounded annual growth rate, beginning in the fourth quarter of 2014 through the second quarter of 2019, of any county in the Midland Basin. ● Over the past five years, Howard County has been a key driver in the overall growth of the Permian Basin oil output. From September 30, 2014 to June 30, 2019, Howard County’s oil production grew at a compounded annual growth rate of approximately 45%, greater than any of the other six major Midland Basin counties over the same time period. We also note your statement that Pure decided to focus on the Midland Basin and specifically the Howard County area of the Midland Basin due to its superior economics. Please disclose the basis for this statement or state that it is Pure’s belief. RESPONSE: We have revised the Registration Statement to disclose our support for the statements cited in the Staff’s comment, including the names and dates of third party sources. Please see pages 1, 2, 147 and 148 of Amendment No. 1. In addition, we have provided further detail relating to such third party information to the Staff under separate cover of the Supplemental Letter. Organizational Structure, page 14 2. Please provide us with organizational charts, illustrating all of the relationships, affiliates, and entities under common control, before and just after the offering, among and between all of the entities mentioned in your summary on page x. RESPONSE: We advise the Staff that HPK LP was formed to issue equity interests to achieve a business combination between HighPeak I and HighPeak II. The entities are affiliated, but not under common control because no entity has a controlling financial interest in HighPeak I and HighPeak II. We have provided the requested organizational charts to the Staff under separate cover of the Supplemental Letter. Accounting Treatment, page 18 3. We note your use of “HPK” as the proposed ticker symbol for your NYSE listing. Please consider revising your use of HPK as your reference to HPK Energy, LP to clarify the difference between the two entities. RESPONSE: We have revised the Registration Statement throughout to clarify the difference between the two entities. See, for example, the defined term for each such entity included on pages vi and vii of Amendment No. 1. Securities and Exchange Commission January 10, 2020 Page 3 Risk Factors Risks Related to HighPeak Energy and the Business Combination The A&R Charter will designate the Court of Chancery of the State of Delaware, page 53 4. We note that you disclose here and on page 183 that your exclusive forum provision will not apply to actions arising under the Exchange Act, but will apply to actions arising under the Securities Act. Please revise your prospectus to clarify that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, please ensure that your A&R Charter states clearly, in Article 8, that the provision does not apply to actions arising under the Exchange Act. RESPONSE: We have revised the Registration Statement to clarify that there is uncertainty as to whether a court would enforce our exclusive forum provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. Please see page 53 of Amendment No. 1. Further, we advise the Staff that the exclusive forum provision contained in Article 8 of the A&R Charter provides an exception to the designation of the Court of Chancery as the exclusive forum for “any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.” Accordingly, the provision does not designate the Court of Chancery as the exclusive forum for any derivative action or other claim for which the applicable statute creates exclusive jurisdiction in another forum, such as the Exchange Act, or for which the Court of Chancery otherwise does not have subject matter jurisdiction. We believe that the language above clearly states that the exclusive forum designation would not apply to actions for which the Exchange Act creates exclusive federal jurisdiction. Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet at September 30, 2019, page 65 5. We note that column (b) includes the historical balance sheet of HighPeak and column (c) includes the historical balance sheet of HighPeak II. Please revise your disclosure to clarify which legal entities each of these columns represent, also to identify the accounting acquirer in your reverse merger, and to explain your rationale in making that determination. Please disaggregate and provide separate pro forma adjustments and explanations about how you are depicting the acquisitions of each entity, including any fair value and carry-over basis determinations. RESPONSE: We have revised the Registration Statement to clarify that column (b) relates to HighPeak I and column (c) relates to HighPeak II. See pages 62, 63, 64, and 65 of Amendment No. 1. We advise the Staff that HighPeak I and HighPeak II, as presented in columns (b) and (c) of the revised disclosure, are defined terms and the full names of the specific legal entities are included in the “Certain Defined Terms” section on page vii of Amendment No. 1 to refer to HighPeak Energy, LP and HighPeak Energy II, LP, respectively. We have also revised the Registration Statement to disaggregate and provide separate pro forma adjustments and explanations about how we are depicting the acquisitions of each entity. See adjustment (f) in Note 2 to the unaudited pro forma condensed combined consolidated balance sheet included on page 69 of Amendment No. 1. Securities and Exchange Commission January 10, 2020 Page 4 In addition, we have revised the Registration Statement to identify the accounting acquirer in our reverse merger and to explain our rationale in making that determination. See page 60 of Amendment No. 1. 6. We note column (e) includes adjustments for cash inflows associated with the PIPE investments and forward purchase agreement. Given the uncertainty that you express on page 26, over whether you will be able to obtain the PIPE investment of $200 million, it appears this does not presently meet the factually supportable criteria described in Rule 11-02(b)(6) of Regulation S-X. Unless you secure the investment agreements needed to resolve this uncertainty prior to requesting an effective date for your registration statement, you would need to remove the item from your pro forma presentation and revise all related disclosures throughout your filing accordingly. RESPONSE: We advise the Staff that we anticipate entering into definitive Subscription Agreements with the PIPE Investors for an aggregate $200 million prior to requesting effectiveness of the Registration Statement. Following entry into such definitive Subscription Agreements, we expect (i) to file an amendment to the Registration Statement to remove the uncertainty currently expressed regarding whether we will be able to obtain the PIPE Investment and (ii) that at the time of filing such amendment, the PIPE Investment will meet the factually supportable criteria described in Rule 11-02(b)(6) of Regulation S-X. In the event we are unable to enter into definitive Subscription Agreements for an aggregate $200 million prior to requesting effectiveness of the Registration Statement, we hereby advise the Staff that we will either remove the pro forma assumptions relating to the PIPE Investment throughout the Registration Statement or will otherwise revise such assumptions so that they meet the factually supportable criteria described in Rule 11-02(b)(6) of Regulation S-X. 7. Please expand your disclosures to clarify how the $150 million adjustment associated with the forward purchase agreement is being funded and appropriately depicts what appears to be described as a transaction between a parent and its subsidiary, two entities within the group to be consolidated, as the funds are not apparent on the historical balance sheet utilized in your presentation. RESPONSE: We have revised the Registration Statement to clarify how the $150 million adjustment associated with the forward purchase agreement is being funded. Specifically, we have disclosed that purchases of forward purchase securities by HPEP II pursuant to the Forward Purchase Agreement are expected to be funded with cash capital contributions to be made to HPEP II by its partners. See page 69 of Amendment No. 1. Accordingly, the cash to be used for purchases under the Forward Purchase Agreement was not on HPEP II’s balance sheet as of September 30, 2019. Such capital contributions are expected to be made pursuant to commitments currently in place or expected to be in place prior to requesting effectiveness of the Registration Statement. Additionally, although all material subsidiaries of HPEP II as of September 30, 2019 are included in the pro forma consolidated group, HPEP II will not itself be included in the consolidated group. Securities and Exchange Commission January 10, 2020 Page 5 8. We note that Pure may be able to consummate the business combination even though a substantial number of its public stockholders have already elected to redeem their shares provided that redemptions do not cause its net tangible assets to be less than $5,000,001. We understand that your illustrative redemption scenario is based on an analysis of initial business combinations completed by other blank check companies since 2013. However, since your transaction is structured in such a manner that significantly different results may occur, you should include pro forma presentations that give effect to the range of reasonably possible results, including a maximum redemption scenario, to comply with Rule 11-02(b)(8) of Regulation S-X. If some public stockholders have already elected redemptions, it appears you would also need to revise the no-redemption scenario to reflect these elections. RESPONSE: We have revised the Registration Statement to include a “maximum redemption scenario” that contemplates the maximum number of redemptions that we anticipate may be funded while still permitting us to meet the minimum $275 million Available Liquidity closing condition under the HPK Business Combination Agreement. See specifically the section of Amendment No. 1 entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of HighPeak Energy,” beginning on page 60 of Amendment No. 1 and the related disclosures throughout Amendment No. 1. As disclosed in the Registration Statement, this calculation of minimum Available Liquidity assumes that all other assumptions set forth under “Certain Defined Terms” are accurate, other than the assumption that no additional public shareholders elect to have their shares redeemed, and that a borrowing base of $250 million will be available under the RBL Facility. Although we anticipate that the terms of our RBL Facility will be substantially negotiated prior to the effectiveness of the Registration Statement, we do not anticipate signing our RBL Facility until the closing of the business combination. We have disclosed that if the borrowing base available under the RBL Facility were to decrease, the maximum number of shares that may be redeemed would also decrease. The remaining significant sources of capital included in the calculation of minimum Available Liquidity will be committed prior to the effectiveness of the Registration Statement and we have made reasonable estimates with respect to the other components of the calculation of minimum Available Liquidity. We have also revised the "no redemption" scenario to clarify that it already takes into account the shares redeemed in connection with the Extension, and accordingly have renamed such scenario as the "no additional redemption" scenario. 9. We note that it is a condition to closing under the HPK Business Combination Agreement that HighPeak Energy shall have not less than $275 million of Available Liquidity, including amounts available under any debt facility, such as the anticipated RBL Facility. Please include a note to your maximum redemption scenario to explain how you expect to meet the condition of Available Liquidity if Pure’s net tangible assets are $5,000,001 after redemption. Please discuss the implications of not having a definitive credit facility in place, as it relates not only to this closing condition, but also with regard to the viability of the pro forma scenario and the requirement that all adjustments be factually supportable. Securities and Exchange Commission January 10, 2020 Page 6 RESPONSE: We have revised the Registration Statement to disclose the assumption of $250 million of available borrowing capacity under the RBL Facility in order to meet the requirement to maintain $275 million of Available Liquidity. See the discussion of the maximum redemption scenario included in the description of adj