ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
Closing of Letter Agreement Transaction
On May 10, 2017, EnerJex Resources, Inc., a Nevada corporation
(the Company) and its subsidiaries, EnerJex Kansas, Inc.,
Black Raven Energy, Inc., Working Interest, LLC, Adena, LLC,
Kansas Holdings, LLC, and Black Sable Energy, LLC (the
Subsidiaries), closed the restructuring if their secured
indebtedness as contemplated in the Letter Agreement, dated
February 10, 2017, as amended by the First Amendment to Letter
Agreement dated March 30, 2017, by and among the Company and the
Subsidiaries (except Kansas Holdings, LLC), PWCM Investment
Company IC LLC (PWCM), RES Investment Group, LLC
(RES), Round Rock Development Partners, LP (Round
Rock), and Cibolo Holdings, LLC (Cibolo Holdings, and
together with PWCM, RES and Round Rock, Successor
Lenders).
The Company and the Subsidiaries owed Successor Lenders
approximately $17,925,000 of secured indebtedness under an
existing credit agreement. In consideration of the satisfaction
of $13,425,000 of that amount, the Company and certain of the
Subsidiaries transferred to PCR Holdings LLC, an affiliate of
Successor Lenders, all of the Company’s oil and gas properties
and assets located in Colorado, Texas, and Nebraska, as well as
the Company’s shares of Oakridge Energy, Inc.
To evidence the Company’s remaining $4,500,000 of indebtedness
to the Secured Lenders, the Subsidiaries entered into a Second
Amended and Restated Credit Agreement with Cortland Capital
Market Services LLC, as Administrative Agent, and the other
financial institutions and banks parties thereto (the Credit
Agreement), and a related Amended and Restated Note (the
Note), to which the Company’s and the Subsidiaries’
obligations under the existing credit agreement were reduced to a
principal amount of $4,500,000, with interest accruing thereon at
16% per annum. That Note matures on November 1, 2017
(subject to two 90-day extensions upon payment of a $100,000 fee
for each extension). The debt is prepayable in full prior to
maturity with a discounted payment of $3,300,000.
The Subsidiaries’ obligations under the Credit Agreement and
Note are non-recourse and are secured by a first-priority lien in
the Company’s and the Subsidiaries’ oil properties and assets
located in Kansas. The Company was removed as a borrower under
the Credit Agreement, but entered into a Guaranty of Recourse
Carveouts, to which the Company guarantees the Subsidiaries’
payment of certain fees and expenses due under the Credit
Agreement, and may be liable for certain conduct, such as fraud,
bad faith, gross negligence, and waste of the Kansas oil
properties or assets.
Item9.01 FINANCIAL STATEMENTS and EXHIBITS
(d) Exhibits
|
Exhibit Number |
Description |
|
| 10.1 |
Second Amended and Restated Credit Agreement dated May 10, 2017, by and among the Registrant, EnerJex Kansas, Inc., Black Raven Energy, Inc., Black Sable Energy, LLC, Adena, LLC, Working Interest, LLC, Kansas Holdings, LLC and Cortland Capital Market Services LLC. |
|
| 10.2 |
Amended and Restated Note dated May 10, 2017, by and among the Registrant, EnerJex Kansas, Inc., Black Raven Energy, Inc., Black Sable Energy, LLC, Adena, LLC, Working Interest, LLC, Kansas Holdings, LLC and Cortland Capital Market Services LLC. |
|
| 10.3 |
Guaranty of Recourse Carveouts dated May 10, 2017, by and between the Registrant and Cortland Capital Market Services LLC. |
|
| 99.1 | Press Release dated May 12, 2017 |
About ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP)
EnerJex Resources, Inc. is an independent energy company. The Company is engaged in the acquisition, development, exploitation and production of crude oil and natural gas properties in the United States. The crude oil and natural gas is obtained by the acquisition and subsequent exploration and development of mineral leases. Development and exploration include drilling exploratory or development wells on these leases. These operations are conducted primarily in Kansas, Colorado, Nebraska and Texas. The Company’s Colorado properties include Adena, Hereford, Seven Cross, Niobrara-Colorado and Niobrara-Nebraska. The Company’s Kansas properties include Mississippian Project and Cherokee Project. Its Texas properties include El Toro Project. The Company’s total net proved oil and gas reserves are approximately 2.6 million barrels of oil equivalents (BOE). ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP) Recent Trading Information
ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP) closed its last trading session 00.000 at 0.700 with 1,700 shares trading hands.