LILIS ENERGY, INC. (OTCMKTS:LLEX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
First Lien Amendment
On October 19, 2017, Lilis Energy, Inc. (the “Company”) entered into a fourth amendment (the “First Lien Amendment”) to its existing first lien credit agreement, dated September 29, 2016 (as amended, the “First Lien Credit Agreement”), by and among the Company, certain subsidiaries of the Company, as guarantors (the “Guarantors”), the lenders party thereto (the “Existing Lenders”) and Deans Knight Capital Management, Ltd., as collateral agent. to the First Lien Amendment, among other things, certain lenders identified therein joined the Existing Lenders as lenders under the First Lien Credit Agreement, and the lenders made further extensions of credit, in addition to the existing loans under the First Lien Credit Agreement (the “Existing Loans”), in the form of an additional, incremental bridge loan in an aggregate principal amount of $15,000,000 (the “Incremental Bridge Loan”, and together with the Existing Loans, the “First Lien Loans”). The First Lien Loans, including the Incremental Bridge Loan, were fully drawn as of October 19, 2017.
The First Lien Loans are secured by first priority liens on substantially all of the Company’s and the Guarantors’ assets, including their oil and gas properties located in the Permian Basin, and all of the obligations thereunder are unconditionally guaranteed by each of the Guarantors.
The First Lien Credit Agreement, as amended by the First Lien Amendment, (a) provides that, effective as of October1, 2017, the unpaid principal of the First Lien Loans will bear (i) cash interest at a rate per annum of 10% and (ii)additional interest at a rate per annum of 6%, payable only in-kind by increasing the principal amount of the First Lien Loans by the amount of such interest due on each interest payment date and (b)permits the loans under the Second Lien Credit Agreement (as defined below) to equal an increased amount of up to $175,000,000. The First Lien Loans mature on October 21, 2018 and may be repaid in whole or part at any time at the option of the Company, subject to the payment of certain specified prepayment premiums. Additionally, the First Lien Loans are subject to mandatory prepayment with the net proceeds of certain asset sales and casualty events, subject to the right of the Company to reinvest the net proceeds of asset sales and casualty events within 180 days.
Second Lien Amendment
On October 19, 2017, the Company entered into a second amendment (the “Second Lien Amendment”) to its existing second lien credit agreement, dated April 26, 2017 (as amended, the “Second Lien Credit Agreement”), by and among the Company, the Guarantors, Wilmington Trust, National Association, as administrative agent, and the lenders party thereto, including Värde Partners, Inc., a Delaware corporation, as lead lender. The Second Lien Amendment permits the Company to incur the Incremental Bridge Loan under the First Lien Credit Agreement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Amendment No. 4 and Joinder to Credit and Guarantee Agreement, dated October 19, 2017 by and among the Company, the Guarantors party thereto, the Lenders party thereto and Deans Knight Capital Management Ltd., as collateral agent. |
| 10.2 | Amendment No. 2 to Credit Agreement, dated October 19, 2017 by and among Lilis Energy, Inc., the Guarantors party thereto, the Lenders party thereto and Wilmington Trust, National Association, as administrative agent. |
LILIS ENERGY, INC. ExhibitEX-10.1 2 tv477487_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 4 AND JOINDER TO CREDIT AND GUARANTY AGREEMENT This Amendment No. 4 and Joinder to Credit and Guaranty Agreement (this “Agreement”) is effective as of October 19,…To view the full exhibit click here
About LILIS ENERGY, INC. (OTCMKTS:LLEX)
Lilis Energy, Inc. is an upstream independent oil and gas company. The Company is engaged in the acquisition, drilling and production of oil and natural gas properties and prospects. The Company drills for, operates and produces oil and natural gas wells through its land holdings located in Wyoming, Colorado, and Nebraska. Its total net acreage in the Denver-Julesburg (DJ) Basin is approximately 7,200 acres. The Company’s primary targets within the DJ Basin are the conventional Dakota and Muddy J formations. In addition to its DJ Basin holdings, it focuses on the Permian’s Delaware Basin in Winkler and Loving Counties, Texas and Lea County, New Mexico. The Company’s net acreage in the Delaware Basin is approximately 4,433 net acres. The vertical well produces approximately 690 net million cubic feet (mcf) per day. The well holds the lease to all depths, from surface down to approximately 22,000 feet, including the Wolfcamp, Bone Springs, and Avalon formations.
