ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive
Agreement.
Letter Agreement
On February 10, 2017, EnerJex Resources, Inc., a Nevada
corporation (the Company) , EnerJex Kansas, Inc., a Nevada
corporation (EnerJex Kansas), Working Interest, LLC, a Texas
limited liability company (Working Interest), Black Sable Energy,
LLC, a Texas limited liability company (Black Sable), Black Raven
Energy, Inc., a Nevada corporation (Black Raven), and Adena, LLC,
a Colorado limited liability company (Adena, together with the
Company, EnerJex Kansas, Working Interest, Black Sable, and Black
Raven, collectively, the Borrower), and PWCM Investment Company
IC LLC, a Delaware limited liability company and other Buyers
(collectively, the Successor Lender), entered into a binding
Letter Agreement dated February 10, 2017 (the Letter Agreement),
to which (i) Borrower will transfer certain of its assets to
Successor Lender or the controlled affiliates of Successor
Lender, and (ii) Successor Lender will agree to accept those
assets in complete satisfaction of the Company’s secured
indebtedness to the Successor Lender in the current aggregate
unpaid principal amount of approximately $17,925,000, plus all
accrued and unpaid interest and other charges thereon (the
Secured Indebtedness) arising under that certain Amended and
Restated Credit Agreement dated October 3, 2011, as amended (the
Credit Agreement), by and among Texas Capital Bank, N.A. (TCB)
and IberiaBank (IberiaBank, together with TCB, the Original
Lender), Borrower, and DD Energy, Inc. (DD Energy), and all
promissory notes, mortgages, collateral assignments, guaranties
and other documents and instruments evidencing such Secured
Indebtedness (the Loan Documents). All rights of Original Lender
under the Credit Agreement and related Loan Documents were sold
and assigned to Successor Lender to that certain Loan Sale
Agreement dated February 10, 2017, by and among Original Lender,
Successor Lender and Borrower.
As consideration for the loan forgiveness, and subject to
obtaining shareholder approval prior to the Closing, Borrower
shall convey to Successor Lender all right, title, and interest,
in and to all real property leases and oil and gas producing
properties and other assets of Borrower situated in the State of
Colorado, the State of Texas and the State of Nebraska, including
all equipment and tangible personal property owned by Borrower,
and used in connection with Borrower’s ownership and operation
of real property leases and oil and gas producing properties,
which assets (i) shall include Borrower’s assets in the Adena
Field, the NECO Project, Weld County, East Crown and (ii) shall
include the oil and gas plugging, lease and other bonds (the Oil
and Gas Properties) as described in the Letter Agreement. Subject
to obtaining shareholder approval prior to the Closing, Borrower
shall also transfer to Successor Lender all right, title, and
interest in and to all the Oakridge Energy, Inc. shares which is
owns (Oakridge Shares), along with a cash payment of $3,300,000
(Cash Payment) at Closing. The Kansas-based assets that the
Company will retain generate a majority of the Companys revenue
and cash flow from operations. The Company will seek shareholder
approval of that transaction at the annual meeting of its
shareholders scheduled for March 30, 2017.
Successor Lender agrees (a) to accept the conveyance of the Oil
and Gas Properties, Oakridge Shares and Cash Payment, in complete
satisfaction of all amounts due under the Loan Documents with
respect to the Secured Indebtedness, and shall release Borrower
and its remaining assets from any further obligation to make any
additional payments under the Credit Agreement or the Loan
Documents.
Borrower shall retain all of its existing oil and gas properties
located in Kansas, including equipment and tangible personal
property related to those oil and gas properties.
The Closing is to occur on or before April 30, 2017.
Prior to the Closing, Borrower shall not be obligated to make any
payments to Successor Lender, and Successor Lender shall not
enforce or exercise prior to Closing any remedies available to
Successor Lender, under the Loan Documents.
A copy of the Letter Agreement is attached hereto as Exhibit 10.1
and incorporated herein by reference.
Loan Sale Agreement
On February 10, 2017, Borrowers, TCB and IberiaBank
(collectively, Sellers), and PWCM Investment Company IC LLC, and
certain financial institutions (collectively, Buyers) entered
into that certain Loan Sale Agreement (LSA), to which Seller sold
to Buyers, and Buyers purchased from Sellers, all of Sellers’
right, title and interest in, to and under the Credit Agreement
and Loan Documents, in exchange for (i) a cash payment of
$5,000,000 (the Cash Purchase Price), (ii) a Synthetic Equity
Interest equal to 10% of the Proceeds, after Buyer’s realization
of 150% return on the Cash Purchase Price within five (5) years
of the Closing Date, with payment being distributed 65.78947368%
to TCB and 34.21052632% to IberiaBank, and (iii) at any time
prior to the five (5) years of February 10, 2017, Buyer may
acquire the interest in clause (ii) above. In connection with the
LSA, Borrowers release Sellers and its successors as holders of
the rights under the Credit Agreement and Loan Documents,
including Buyers, from any and all claims under the Credit
Agreement and Loan Documents. The Company will seek shareholder
approval of that transaction at the annual meeting of its
shareholders scheduled for March 30, 2017.
A copy of the LSA is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
Item 5.02Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(a)On February 13, 2017, the Company issued a press release
announcing the departure of Robert G. Watson, Jr. as a director
of the Company. A copy of the press release is filed as Exhibit
99.1 hereto and incorporated herein by reference. There were no
disagreements between Mr. Watson and the Company.
(b)Effective February 10, 2017, Mr. Watson resigned from his
position as President, Secretary, and Chief Executive Officer of
the Company and its subsidiaries: EnerJex Kansas, Inc., Adena,
LLC, Black Sable Energy, LLC, and Black Raven Energy, Inc. (the
Subsidiaries). There were no disagreements between Mr. Watson and
the Company.
On February 14, 2017, the Company issued a press release
announcing that, effective February 10, 2017, Douglas Wright, the
Chief Financial Officer, resigned from employment with the
Company and became a consultant to the Company. Mr. Wright will
continue to serve as the Company’s Chief Financial Officer, to a
Consulting Agreement dated effective February 10, 2017. Mr.
Wright will focus his services as the Company’s Chief Financial
Officer on completion of the Company’s Form 10-K for the year
ended December 31, 2016, and the preparation of materials for the
Company’s upcoming annual meeting of shareholders scheduled for
March 30, 2017. A copy of the press release is filed as Exhibit
99.1 hereto and incorporated herein by reference. There were no
disagreements between Mr. Wright and the Company. A copy of the
Consulting Agreement with Mr. Wright is filed as Exhibit 10.3
hereto and incorporated herein by reference.
(c)Effective February 10, 2017, the board of directors (the
Board) of the Company and the Subsidiaries appointed Louis G.
Schott, as Interim Chief Executive Officer of the Company and its
Subsidiaries. Mr. Schott, has served in the oil and gas industry
for 20 years and 24 years of legal and business experience. Mr.
Schott was most recently General Counsel and Treasurer of TexOak
Petro Holdings LLC, and its subsidiaries, where he performed all
legal functions, and negotiating oil and gas acquisitions. Prior
to working at TexOak Petro Holdings LLC, Mr. Schott served
various roles with TDC Energy from 1996 through 2005, and was an
oil and gas attorney with Liskow Lewis in New Orleans. Mr. Schott
is a graduate of Tulane University with a MBA and a Juris
Doctorate, and is a non-practicing Certified Public Accountant.
Interim Chief Executive Officer Employment Agreement
In connection with Mr. Schotts appointment as Interim Chief
Executive Officer of the Company, the Company has entered into an
Employment Agreement (the Employment Agreement) with Mr. Schott,
dated effective February 10, 2017, to which Mr. Schott will serve
as Interim Chief Executive Officer until Mr. Schotts resignation
or the termination of his employment by the Company. Mr.
Schott’s employment is terminable by him or the Company at any
time (for any reason or for no reason).
to the Employment Agreement, Mr. Schott will receive a annual
base salary of $225,000. In the event that Mr. Schotts employment
is terminated, Mr. Schott will be entitled to receive only those
wages (if any) that remain accrued and unpaid as of the effective
date of such termination. Mr. Schott will not be entitled to
receive any severance pay or any other benefits or payments by
reason of the termination of his employment with the Company.
A copy of the Employment Agreement is filed as Exhibit 10.4
hereto and incorporated herein by reference, and the Press
Release announcing Mr. Watson’s resignation and Mr. Schott’s
appointment is filed as Exhibit 99.1 hereto and incorporated
herein by reference.
ITEM9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 |
Letter Agreement dated February 10, 2017, by and among Texas Capital Bank, N.A., IberiaBank, PWCM Investment Company IC LLC, EnerJex Resources, Inc., EnerJex Kansas, Inc., Black Sable Energy, LLC, Black Raven Energy, Inc. and Adena, LLC. |
|
| 10.2 |
Loan Sale Agreement dated February 10, 2017, by and among Texas Capital Bank, N.A., IberiaBank, PWCM Investment Company IC LLC, EnerJex Resources, Inc., EnerJex Kansas, Inc., Black Sable Energy, LLC, Black Raven Energy, Inc. and Adena, LLC. |
|
| 10.3 |
Consulting Agreement dated February 10, 2017 by and between |
|
| 10.4 |
Employment Agreement dated February 10, 2017, by and between EnerJex Resources, Inc. and Louis Schott. |
|
| 99.1 | Press Release dated February 13, 2017. |
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
EnerJex plans to file with the SEC and mail to shareholders a
Proxy Statement in connection with the transactions described
above. The Proxy Statement will contain important information
about EnerJex, the related transactions and other related
matters. Investors and security holders are urged to read the
Proxy Statement carefully when it is available.
Investors and security holders will be able obtain free copies of
the Proxy Statement and other documents filed with the SEC by
EnerJex through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to
obtain a free copies of the Proxy Statement from EnerJex by
contacting EnerJex’s Investor Relations at 210-451-5545, as well
as a copy from the Company’s website at www.enerjex.com.
EnerJex and its directors and executive officers may be deemed to
be participants in the solicitation of proxies with respect to
the transactions contemplated by the related transactions.
Information regarding EnerJex’s directors and executive officers
is contained in EnerJex’s Annual Report on Form 10-K for the
year ended December 31, 2015, its proxy statement dated April 3,
2015, and this Current Report on Form 8-K, all of which are filed
with the SEC. You can obtain free copies of these documents from
EnerJex using the contact information set forth above. Additional
information regarding interest of such participants will be
included in the Proxy Statement that will be filed with the SEC
and available free of charge as indicated above.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this Report regarding the proposed transactions,
the expected timetable for complete the transactions, future
financial and operating results, benefits and synergies of the
transactions, management’s future expectations, beliefs, goals,
plans or prospective constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1994. Any statements that are not statements of historical fact
(including statements continuing the words believes, plans,
anticipates, expects, estimates, and similar expressions) should
also be considered to be forward-looking statements. There are a
number of important factors that could cause actual results or
events to differ materially from those indicated by such
forward-lo9oking statements. Important factors that might cause
such a difference include, but are not limited to: the ability of
the Company to obtain shareholder approval of the transactions,
the possibility that the transactions may not close or the
closing may be delayed, and other events and factors disclosed.
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 up +0.45 at 2.95 with 1,700 shares trading hands.