Bill Barrett Corporation (NYSE:BBG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Purchase Agreement

On April25, 2017, Bill Barrett Corporation (the Company) entered
into a purchase agreement (the Purchase Agreement) with Merrill
Lynch, Pierce, Fenner Smith Incorporated, as representative of
the several Initial Purchasers named therein (the Initial
Purchasers), and the subsidiary guarantors of the Company named
therein, to which the Company agreed to issue and sell to the
Initial Purchasers $275million aggregate principal amount of the
Companys 8.75% Senior Notes due 2025 (the Senior Notes) in
connection with a private offering of the Senior Notes.

The offering of the Senior Notes was made only to qualified
institutional buyers in accordance with Rule144A under the
Securities Act of 1933, as amended (the Securities Act), and to
non-U.S. persons outside the United States in compliance with
RegulationS under the Securities Act. The Senior Notes have not
been registered under the Securities Act or the securities laws
of any other jurisdiction.

In the Purchase Agreement, the Company made customary
representations and warranties and agreed to indemnify the
Initial Purchasers against various potential liabilities,
including certain liabilities with respect to the Companys
offering memorandum relating to the Senior Notes. The closing of
the sale of the Senior Notes occurred on April28, 2017.

The description above does not purport to be complete and is
qualified in its entirety by the Purchase Agreement, which is
filed as Exhibit10.1 to this Current Report on Form8-K and is
incorporated by reference herein.

Registration Rights Agreement

In connection with the offering of the Senior Notes, the Company
entered into a Registration Rights Agreement, dated April28,
2017, by and among the Company, the subsidiary guarantors of the
Company named therein, and Merrill Lynch, Pierce, Fenner Smith
Incorporated, as representative of the several Initial Purchasers
named therein (the Registration Rights Agreement), which provides
the holders of the Senior Notes certain rights relating to the
registration of the Senior Notes under the Securities Act. to the
Registration Rights Agreement, the Company agreed to conduct a
registered exchange offer for the Senior Notes and in certain
circumstances to file and cause to become effective a shelf
registration statement providing for the resale of the Senior
Notes. If the Company fails to comply with certain obligations
under the Registration Rights Agreement, it will be required to
pay liquidated damages in the form of additional interest to
holders of the Senior Notes.

The description above does not purport to be complete and is
qualified in its entirety by the Registration Rights Agreement,
which is filed as Exhibit10.2 to this Current Report on Form8-K
and is incorporated by reference herein.

Indenture

In connection with the offering of the Senior Notes, the Company
entered into the indenture described in Item2.03 below. The
information in Item2.03 below is incorporated herein by
reference. The description does not purport to be complete and is
qualified in its entirety by the Indenture, which is filed as
Exhibit4.1 to this Current Report on Form8-K and is incorporated
by reference herein.

Item2.03 Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The Senior Notes were issued to an indenture entered into on
April28, 2017 (the Indenture) with Deutsche Bank Trust Company
Americas, as trustee (the Trustee). The terms of the Senior Notes
are governed by the Indenture, which contains covenants that,
among other things, limit the Companys ability to incur
additional debt, pay dividends on or make other distributions on
stock, purchase or redeem stock or subordinated indebtedness,
make investments, create liens, enter into transactions with
affiliates, sell assets and merge with or into other companies or
transfer substantially all of its assets. The Indenture also
contains customary events of default. Indebtedness under the
Senior Notes may be accelerated in certain circumstances upon an
event of default as set forth in the Indenture.

The Company will pay interest at a rate of 8.75% per annum on the
Senior Note, payable semi-annually in arrears on June15 and
December15 of each year, commencing on December15, 2017. The
Senior Notes will mature on June15, 2025.

Contemporaneously with the issuance of the Senior Notes, the
Company issued notices of redemption in respect of its
outstanding 7.625% Senior Notes due 2019 and its outstanding 5%
Convertible Senior Notes due 2028.

As discussed in Item 2.03, the Indenture contains limitations on
the Companys ability to pay dividends or make other distributions
on its common stock.

On April28, 2017, the Company issued a press release announcing
that it has closed the offering of Senior Notes. A copy of the
press release is furnished as Exhibit99.1 hereto. The press
release is neither an offer to sell nor the solicitation of an
offer to buy the notes or any other securities. The notes were
offered in the United States only to qualified institutional
buyers in reliance on Rule144A under the Securities Act and
outside the United States in reliance on Regulation S under the
Securities Act. The notes have not been registered under the
Securities Act and may not be offered or sold in the United
States without registration or an applicable exemption from
registration requirements.

In accordance with General Instruction B.2 of Form8-K, the
information in this Item 7.01 shall not be deemed filed for the
purpose of Section18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing.

About Bill Barrett Corporation (NYSE:BBG)

Bill Barrett Corporation is an independent energy company that develops, acquires and explores for oil and natural gas resources. The Company’s assets and operations are located in the Rocky Mountain region of the United States. The Company develops oil and natural gas in the Rocky Mountain region of the United States. The Company has over two areas of production, including The Denver-Julesburg Basin (DJ Basin) and the Uinta Oil Program in the Uinta Basin. The Company’s acreage positions in the DJ Basin are located in Colorado’s eastern plains and parts of southeastern Wyoming. DJ Basin’s estimated proved reserves are 62.3 million barrels of oil equivalent (MMBoe). The Company has interests in approximately 280 gross producing wells. The Company serves as an operator in approximately 170 gross wells. The Uinta Basin is located in northeastern Utah. Uinta Basin’s estimated proved reserves are 21.4 MMBoe. Uinta Basin has interests in approximately 240 gross producing wells.

Bill Barrett Corporation (NYSE:BBG) Recent Trading Information

Bill Barrett Corporation (NYSE:BBG) closed its last trading session down -0.10 at 3.84 with 2,236,185 shares trading hands.