Alpine Energy Capital, LLC entered into asset purchase agreement to acquire substantially all assets of Approach Resources, Inc. (OTCPK:AREX.Q), Approach Oil and Gas Inc., Approach Resources I, LP, Approach Operating, LLC and Approach Services, LLC for approximately $190 million on February 4, 2020. Consideration will be paid in cash. Under the asset purchase agreement Alpine is obligated to make a $19.25 million deposit for escrow, and upon the closing of the transactions contemplated by the asset purchase agreement, such deposit will be released to the Seller and credited against the Purchase Price. The escrow amount was funded on February 6, 2020. The Sellers shall pay to Alpine Energy the break-up fee of $5.25 million in the event of termination of agreement. As on March 26, 2020, Approach Resources received, from Alpine, written notice purporting to terminate the asset purchase agreement. Approach Resources believes, and stated in a response letter sent to Alpine on March 31, 2020, that Alpine’s termination notice was based upon inaccurate factual allegations and was legally ineffective. As of June 11, 2020, the Parties entered into a Global Compromise Settlement Agreement and Mutual General Release. Upon receipt of the Settlement Amount by the Approach Resources, the mutual releases shall take effect and the asset purchase agreement shall terminate. The Settlement Agreement was subject to Court Approval. Stephen Rasch, David Bennett, Jessica W. Hammons and Demetra Liggins of Thompson & Knight, LLP acted as legal advisors to Approach Resources. Kenneth Held, Noelle Reed, Eric C. Otness and Lisa Laukitis of Skadden, Arps, Slate, Meagher & Flom LLP and Henry Flores of Rapp & Krock, PC acted as legal advisors to Alpine Energy. Alvarez & Marsal LLC acted as a financial adviser to Approach. Simmons & Company International acted as a financial advisor to Alpine Energy Capital. Alpine Energy Capital, LLC cancelled the acquisition of substantially all assets of Approach Resources, Inc. (OTCPK:AREX.Q), Approach Oil and Gas Inc., Approach Resources I, LP, Approach Operating, LLC and Approach Services, LLC on September 3, 2020. The Settlement Agreement was approved by the Court on July 2, 2020.