Lonestar Resources US Inc. (NASDAQ:LONE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement
Amendment to the Battlecat Purchase Agreement; Registration
Rights Agreement
On a Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission on June2, 2017 (the June2, 2017
8-K), Lonestar Resources US Inc. (the Company)
reported entering into a purchase and sale agreement (the
Original Battlecat PSA and, as amended by the Amendment to
Battlecat PSA (as defined below), the Battlecat PSA) with
Battlecat Oil Gas, LLC (Battlecat), to which the Company
agreed to acquire certain oil and gas assets in Dewitt, Gonzales
and Karnes Counties, Texas (the Battlecat Assets) from
Battlecat. The Original Battlecat PSA was filed as Exhibit 2.1 to
the June2, 2017 8-K and is incorporated into this Item 1.01 by
reference.
On June15, 2017, the Company entered into Amendment No.1 to the
Original Battlecat PSA (the Amendment to Battlecat PSA),
in order to amend the consideration paid to Battlecat and issue
shares of the Companys newly-created Series B Convertible
Preferred Stock (the Series B Preferred Stock) to
Battlecat instead of shares of ClassA Common Stock (as defined
below). On June15, 2017, the Company completed the transactions
contemplated by the Battlecat PSA (the Battlecat Closing)
for total consideration of approximately $60million, consisting
of approximately $55million in cash, subject to certain
post-closing adjustments, and 1,184,632 shares of Series B
Preferred Stock. Under the terms of the Battlecat PSA, the
effective time of the transfer of certain financial benefits and
obligations of the Battlecat Assets is April1, 2017.
In connection with the Battlecat Closing and the issuance of
Series B Preferred Stock to Battlecat, the Company entered into a
registration rights agreement with Battlecat (the Battlecat
RRA). to the Battlecat RRA, the Company has agreed to provide
to Battlecat certain customary demand and piggyback registration
rights relating to its ownership of Company stock. The Battlecat
RRA contains customary terms and conditions, including certain
customary indemnification obligations.
This summary of the Amendment to Battlecat PSA, the Battlecat RRA
and the transactions contemplated thereby does not purport to be
complete, and is qualified in its entirety by reference to the
full text of the Amendment to Battlecat PSA and the Battlecat
RRA, which are filed as Exhibit2.1 and Exhibit 4.1, respectively,
to this Current Report on Form8-K and are incorporated into this
Item 1.01 by reference.
Amendment to the Marquis Purchase Agreement; Registration
Rights Agreement
In the June2, 2017 8-K, the Company reported entering into a
purchase and sale agreement (the Original Marquis PSA and,
as amended by the Amendment to Marquis PSA (as defined below),
the Marquis PSA) with SN Marquis LLC (Marquis), a
subsidiary of Sanchez Energy Corporation, to which the Company
agreed to acquire certain oil and gas assets in Fayetts, Gonzales
and Lavaca Counties, Texas (the Marquis Assets) from
Marquis. The Original Marquis PSA was filed as Exhibit 2.2 to the
June2, 2017 8-K
and is incorporated into this Item 1.01 by reference.
On June15, 2017,
the Company entered into Amendment No.1 to the Original Marquis
PSA (the Amendment to Marquis PSA), in order to amend the
consideration paid to Battlecat and issue shares of Series B
Preferred Stock to Battlecat instead of shares of ClassA Common
Stock. On June15, 2017, the Company completed the transactions
contemplated by the Marquis PSA (the Marquis Closing) for
total consideration of approximately $50million (net of
approximately $6million in customary purchase price adjustments),
consisting of approximately $44million in cash and 1,500,000
shares of the Companys Series B Preferred Stock. Under the terms
of the Marquis PSA, the effective time of the transfer of certain
financial benefits and obligations of the Marquis Assets is
January1, 2017. The Amendment to Marquis PSA provides that the
Company shall cause each share of Series B Preferred Stock issued
to Marquis to be converted into one share of the Companys ClassA
Voting Common Stock, par value $0.001 per share (the
ClassA Common Stock and, together with the Companys
ClassB Non-Voting Common Stock, par value $0.001 per share, the
Common Stock) no later than two business days after the
consummation of the Stockholder Meeting, as defined below. In
addition to customary post-closing purchase price adjustments,
the Marquis PSA provides that if shares of Series B Preferred
Stock issued thereunder have not converted into shares of ClassA
Common Stock by November1, 2017 and the closing sale price of
ClassA Common Stock as reported on the Nasdaq Global Select
Market (NASDAQ) on October31, 2017 is lower than such
closing sale price as reported on NASDAQ on June15, 2017, the
Company will make additional payments to Marquis in the amount
equal to such per-share price difference multiplied by
1,500,000.
In connection with
the Marquis Closing and the issuance of Series B Preferred Stock
to Marquis, the Company entered into a registration rights
agreement with Marquis (the Marquis RRA). to the Marquis
RRA, the Company has agreed to provide to Marquis certain
customary demand and piggyback registration rights relating to
Marquiss ownership of Company stock. The Marquis RRA contains
customary terms and conditions, including certain customary
indemnification obligations.
This summary of
the Amendment to Marquis PSA, the Marquis RRA and the
transactions contemplated thereby does not purport to be
complete, and is qualified in its entirety by reference to the
full text of the Amendment to Marquis PSA and the Marquis RRA,
which are filed as Exhibit2.2 and Exhibit 4.2, respectively, to
this Current Report on Form8-K and are incorporated into this
Item 1.01 by reference.
Amended and
Restated Securities Purchase Agreement; Registration Rights
Agreement; Voting and Support Agreements
In the June2, 2017
8-K, the Company reported entering into a securities purchase
agreement (the Original SPA) with Chambers Energy Capital
III, LP (Chambers), to which the Company agreed to sell to
Chambers, in a private placement under the Securities Act of
1933, as amended (the Securities Act), shares of the
Companys newly-created Series A-1 Convertible Participating
Preferred Stock, par value $0.001 per share (the Series A-1
Preferred Stock), and Series A-2 Convertible Participating
Preferred Stock, par value $0.001 per share (the Series A-2
Preferred Stock and, together with the Series A-1 Preferred
Stock, the Series A Preferred Stock and, collectively with
the Series A-1 Preferred Stock and the Series B Preferred Stock,
the Preferred Stock), for an aggregate purchase price of
$78million. The Original SPA was filed as Exhibit 10.1 to the
June2, 2017 8-K.
On June15, 2017,
the Company amended and restated the Original SPA in its entirety
by entering into an amended and restated securities purchase
agreement (the SPA) with Chambers. On the same day, the
Company closed the transactions contemplated by the SPA (the
SPA Closing) and issued to Chambers 5,400 shares of Series
A-1 Preferred Stock and 74,600 shares of Series A-2 Preferred
Stock. to the terms of the SPA, the Company has agreed to use
commercially reasonable efforts to hold a stockholder meeting
(the Stockholder Meeting) by no later than December15,
2017 and to obtain at the meeting stockholder approval of the
conversion of all shares of Series A Preferred Stock issued or
issuable under the SPA into shares of ClassA Common Stock (the
Stockholder Approval).
to the terms of
the SPA, the board of directors (the Board) of the Company
elected Phillip Z. Pace as a director of the Company, effective
immediately upon the SPA Closing, to serve for a term expiring at
the Companys annual meeting of stockholders to be held in 2018
and until his successor is duly elected and qualified. In
addition, effective immediately upon the SPA Closing, Matthew B.
Ockwood will be permitted to attend meetings of the Board solely
in the capacity of a non-voting observer of the Board. Following
the SPA Closing, (a)for so long as Chambers and other persons or
entities who become holders of the securities issued or issuable
under the SPA and who have previously been approved by the
Company in its sole discretion (together with Chambers, the
Approved Holders) beneficially own (i)at least 20% of the
total number of outstanding shares of the Companys Common Stock,
on an as-converted basis, or (ii)at least 30% of the number of
shares of Series A Preferred Stock issued to Chambers at the SPA
Closing and at least 15% of the total number of outstanding
shares of the Companys Common Stock, on an as-converted basis,
the Approved Holders will have the right to designate two
directors to the Board; and (b)for so long as the Approved
Holders beneficially (i)own at least 10% of the total number of
outstanding shares of the Companys Common Stock, on an
as-converted
basis, or (ii)at least 15% of the number of shares of Series A
Preferred Stock issued to Chambers at the SPA Closing and at
least 5% of the total number of outstanding shares of Common
Stock, on an as-converted basis, the Approved Holders will have
the right to designate one director to the Board.
After the SPA Closing and for
so long as the Approved Holders beneficially own at least 10% of
the total number of outstanding shares of Common Stock of the
Company, on an as-converted basis, or at least 15% of the number
of Series A Preferred Stock issued to Chambers at the SPA
Closing, the Company cannot undertake certain actions without the
prior consent of holders of a majority of all shares of Common
Stock, on an as-converted basis, held by the Approved
Holders.
Prior to June15, 2020,
Chambers and its affiliates are prohibited from directly or
indirectly engaging in any short sales involving the Common Stock
or securities convertible into, or exercisable or exchanged for,
Common Stock.
Without the prior written
consent of the Board, the Approved Holders are subject to
customary standstill restrictions until the earlier of (i)the
two-year anniversary of the date the Approved Holders are no
longer entitled to designate any director to the Board and
(ii)the date the Company fails to fully declare and pay all
accrued dividends on either series of the Series A Preferred
Stock after there are no PIK Quarters (as defined below)
remaining.
In connection with the SPA
Closing and the issuance of shares of Series A Preferred Stock,
the Company entered into a registration rights agreement with
Chambers (the Chambers RRA). Under the Chambers RRA, the
Company has agreed to provide to Chambers certain customary
demand and piggyback registration rights relating to Chambers
ownership of Company stock. The Chambers RRA contains customary
terms and conditions, including certain customary indemnification
obligations.
In addition, in connection
with the SPA Closing, the Company entered into voting and support
agreements with ERF Holding Guernsey Limited, EF Realisation
Company Limited, JETX Energy, LLC (f/k/a Juneau Energy, LLC),
Leucadia National Corporation, John H. Murray, Daniel Lockwood,
Barry D. Schneider, Doug W. Banister, Charles W. Stocker III,
Frank D. Bracken, III, Henry B. Ellis, John H. Pinkerton, Randy
Wolsey, Thomas H. Olle, EcoFin Holdings International Pension
Scheme RE BL and Christopher Rowland, to which each such
stockholder has agreed to vote in favor of the Stockholder
Approval at the Stockholder Meeting.
This summary of the SPA, the
Chambers RRA, the voting and support agreements and the
transactions contemplated thereby does not purport to be
complete, and is qualified in its entirety by reference to the
full text of the SPA (to which the form of the voting and support
agreements has been attached as an exhibit) and the Chambers RRA,
which is filed as Exhibit10.1 and Exhibit 4.3 to this Current
Report on Form8-K and is incorporated into this Item 1.01 by
reference.
Certificates of
Designations
On June15, 2017, in connection
with the Marquis Closing, the Battlecat Closing and the SPA
Closing, the Company filed with the Secretary of State of
Delaware (i)a Certificate of Designations of Convertible
Participating Preferred Stock, Series A-1 (the Series A-1
Certificate of Designations), (ii) a Certificate of
Designations of Convertible Participating Preferred Stock, Series
A-2 (the Series A-2 Certificate of Designations), and (iii)a
Certificate of Designations of Series B Convertible Preferred
Stock (the Series B Certificate of Designations and,
together with the Series A-1 Certificate of Designations and the
Series A-2 Certificate of Designations, each, a Certificate of
Designations) to, among other things, authorize and establish
the rights and preferences of each series of Preferred
Stock.
Each of the Series A-1
Preferred Stock, Series A-2 Preferred Stock and Series
B Preferred Stock is a new class of equity security. Each series
of Series A Preferred Stock ranks senior to ClassA Common Stock
with respect to dividend rights and rights upon the liquidation,
winding-up or dissolution of the Company, and each series
initially has a stated value of $1,000 per share (the Stated
Value). Series B Preferred Stock ranks pari passu
with ClassA Common Stock with respect to dividend rights, but
senior to ClassA Common Stock with respect to rights upon the
liquidation, winding-up or dissolution of the Company, with a par
value of $0.001 per share.
If the Stockholder Approval is
obtained, each outstanding share of Series A-2 Preferred Stock
will automatically convert into one share of Series A-1 Preferred
Stock, subject to customary adjustments. No later than two
business days following the holding of the Stockholder Meeting,
each share of Series B Preferred Stock will automatically convert
into one share of ClassA Common Stock, whether or not the
Stockholder Approval has been obtained.
Holders of Series A-1
Preferred Stock will be entitled to vote with holders of ClassA
Common Stock on an as-converted basis upon the consummation of
the Stockholder Meeting, whether or not the Stockholder Approval
is obtained. Holders of Series A-2 Preferred Stock are
entitled to vote with the holders of Series A-1 Preferred Stock
on all matters submitted for a vote of holders of Preferred Stock
as a separate class, but in no event are entitled to vote with
the holders of ClassA Common Stock. Holders of Series B Preferred
Stock have no voting rights, except as described below. Holders
of any series of Preferred Stock are entitled to one vote per
share on any matter on which holders of such applicable series
are entitled to vote separately as a class. In addition, for so
long as shares of a particular series of Preferred Stock are
outstanding, the affirmative vote or consent of holders of at
least a majority of the outstanding shares of such series, voting
together as a separate class, is necessary for effecting any
amendment or modification to the certificate of incorporation or
the applicable Certificate of Designations that would materially
and adversely affect the relative rights, preferences, privileges
or voting power of such series.
Shares of Series A-1 Preferred Stock will be
immediately convertible into shares of ClassA Common Stock at the
option of the holders of such Series A-1 Preferred Stock upon the
consummation of the Stockholder Meeting, at a per share rate (the
Conversion Rate) equal to the Stated Value of such share
divided by six, subject to certain adjustments (the Conversion
Price). Upon the consummation of the Stockholder Meeting, the
Company will have the option to convert Series A-1 Preferred
Stock to ClassA Common Stock if the volume weighted average price
of ClassA Common Stock exceeds the following percentages of the
Conversion Price for twenty out of thirty consecutive trading
days: (i) 200%, if such mandatory conversion occurs prior to
June15, 2019, (ii) 175%, if such mandatory conversion occurs
after June15, 2019 but before June15, 2020, and (iii) 150%, if
such mandatory conversion occurs after June15, 2020. If on
June15, 2024, the Stockholder Meeting has been consummated (no
matter whether or not the Stockholder Approval has been obtained)
and the trailing 20-day volume weighted average price of ClassA
Common Stock (the Prevailing Price) is equal to or greater
than the Conversion Price then in effect, then each share of the
Series A-1 Preferred Stock then outstanding will automatically
convert to ClassA Common Stock at the then applicable Conversion
Rate. Notwithstanding anything to the contrary in the foregoing,
in no event will in excess of 1,678,089 shares of ClassA Common
Stock be issued in connection with the conversion of Series A-1
Preferred Stock in advance of the Stockholder Approval, and such
conversion will only occur to the extent it will not result in a
violation of any applicable rules of The NASDAQ Stock Market LLC,
(provided, that the Company is to take commercially reasonable
efforts to effect the issuance in compliance with such
rules).
Holders of Series A Preferred
Stock will be entitled to cumulative dividends payable quarterly
initially at a rate of 9% per annum (the Dividend Rate) in
cash and, for any 12 quarters (PIK Quarters), at the
Companys option, (i)in the form of additional shares of the
respective series of Series A Preferred Stock at a per share
price equal to $975 or (ii)by increasing Stated Value, in lieu of
cash. After the 12 PIK Quarters, if the Company fails to fully
declare and pay dividends in cash, then the Dividend Rate for
Series A Preferred Stock will automatically increase by 5.0% per
annum for the next succeeding dividend period and then an
additional 1.0% for each successive dividend period, up to a
maximum Dividend Rate of 20.0% per annum, until the Company pays
dividends at such increased rate fully in cash for two
consecutive quarters. Separately, if the Stockholder Approval has
not been obtained by December15, 2017, the Dividend Rate for
Series A-2 Preferred Stock will automatically increase by 5% per
annum for the dividend period ended on March31, 2018 and by an
additional 0.5% each quarter thereafter until the Stockholder
Approval is obtained, up to a maximum Dividend Rate of 20.0% per
annum. In addition to dividends rights described above, holders
of all series of Preferred Stock will be entitled to receive
dividends or distributions declared or paid on ClassA Common
Stock on an as-converted
basis.
If on June15, 2024, the
Prevailing Price is less than the Conversion Price then in
effect, the Dividend Rate for Series A-1 Preferred Stock will
automatically increase to 20.0% per annum, payable only in cash,
unless automatically converted as described above. However, the
Company, at its option, may instead elect to exchange each share
of Series A-1 Preferred Stock for senior unsecured notes of the
Company with a two-year maturity, a 9.0% per annum coupon payable
semi-annually in cash, and governed by terms substantially
similar to the Companys most recent high yield indenture at that
time.
After June15, 2020, the
Company may redeem shares of Series A Preferred Stock in cash at
a per share amount equal to (i) 110% of the Stated Value, if the
redemption occurs prior to June15, 2021, (ii) 105% of the Stated
Value, if the redemption occurs prior to June15, 2022, and (iii)
50% of the Stated Value, if the redemption occurs after June15,
2022, in each case, plus any unpaid dividends. If the Stockholder
Approval is not obtained on or prior to June15, 2024, the Company
must redeem all outstanding shares of Series A-2 Preferred Stock
at the Stated Value then in effect on June15, 2014. If at any
time after June15, 2024 the Company fails to fully declare and
pay a quarterly dividend in cash on Series A-1 Preferred Stock,
then the Company must redeem in cash all outstanding Series A-1
Preferred Stock at the Stated Value then in
effect.
This summary of the
Certificates of Designations does not purport to be complete, and
is qualified in its entirety by reference to the full text of the
Certificates of Designations, which are filed as Exhibit3.1,
Exhibit 3.2 and Exhibit 3.3 to this Current Report on Form8-K and
are incorporated into this Item 1.01 by
reference.
Amendments to Registration
Rights Agreements
In connection with the
Battlecat Closing, the Marquis Closing and the SPA Closing, on
June15, 2017, the Company entered into (i)a first amendment to
registration rights agreement (the Leucadia RRA Amendment)
with Leucadia National Corporation and Juneau Energy, LLC (n/k/a
JETX Energy, LLC) (collectively, Leucadia), which amends
the registration rights agreement, dated as of August2, 2016, by
and among the same parties, and (ii)a first amendment to
registration rights agreement (the EF RRA Amendment and,
together with the Leucadia RRA Amendment, the RRA
Amendments) with EF Realisation Company Limited (EF),
which amends the registration rights agreement, dated as of
October26, 2016, by and between the same parties. The RRA
Amendments set forth the relative priorities, with respect to
demand and piggyback registration rights, among the applicable
party thereto, Battlecat, Marquis and Chambers under their
respective registration rights agreements with the
Company.
This summary of the Leucadia
RRA Amendment and the EF RRA Amendment does not purport to be
complete, and is qualified in its entirety by reference to the
full text of the Leucadia RRA Amendment and the EF RRA Amendment,
which are filed as Exhibit4.4 and Exhibit 4.5 to this Current
Report on Form8-K and are incorporated into this Item 1.01 by
reference.
Amendment to Credit
Agreement
In connection with the Marquis
Closing and the Battlecat Closing, on June15, 2017, Lonestar
Resources America, Inc., a wholly owned subsidiary of the Company
(LRAI), entered into the Sixth Amendment and Joinder to
Credit Agreement (the Amendment) to its Credit Agreement,
dated as of July28, 2015 (as amended by the Amendment and as
otherwise amended and modified from time to time prior to the
Amendment, the Credit Agreement), among LRAI, the
subsidiary guarantors party thereto, the several lenders party
thereto and Citibank, N.A., in its capacity as administrative
agent and as issuing bank. to the Amendment, the Credit Agreement
was amended to (i)increase the borrowing base from $112million to
$160million until redetermined or adjusted in accordance with the
Credit Agreement, (ii)modify the maximum leverage ratio threshold
to be 4.0 to 1.0 for all periods, starting with the fiscal
quarter ending September30, 2017, and providing that EBITDAX (as
defined in the Credit Agreement) shall be calculated at the end
of each fiscal quarter using the results of the twelve-month
period ending with that fiscal quarter end; provided, that
EBITDAX shall be calculated (x)at the end of the fiscal quarter
ending September30, 2017 using an amount equal to the EBITDAX for
such fiscal quarter, multiplied by four, (y)at the end of the
fiscal quarter ending December31, 2017 using an amount equal to
the EBITDAX for the two fiscal quarter period ended on such date,
multiplied by two and (z)at the end of the fiscal quarter ending
March31, 2018 using an amount equal to the EBITDAX for the three
fiscal quarter period ended on such date, multiplied by
four-thirds, (iii)permit LRAI to declare and pay dividends to the
Company equal to the amount of any cash dividends declared and
payable in accordance with the terms of the Series A-1
Certificate of Designations and the Series A-2 Certificate of
Designations, subject to certain specified terms and conditions
and (iv)amend certain other provisions of the Credit Agreement as
more specifically set forth in the Amendment. LRAI borrowed
approximately $24million under the Credit Agreement to partially
finance the acquisitions of the Battlecat Assets and the Marquis
Assets.
The foregoing description of
the Amendment does not purport to be complete and is qualified in
its entirety by reference to the full text of the Amendment,
which is filed as Exhibit 10.2 to this Current Report on Form 8-K
and is incorporated herein by
reference.
Item2.01. |
Completion of Acquisition or Disposition of Assets |
The information set forth in
Item 1.01 regarding the transactions described under the headings
Closing of the Battlecat Purchase and Sale Agreement and Closing
of the Marquis Purchase and Sale Agreement is incorporated by
reference into this Item
2.01.
Item2.03. 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 regarding the Amendment is incorporated by reference
into this Item
2.03.
Item3.02.Unregistered
Sales of Equity
Securities
The information in Item 1.01
of this Current Report on Form8-K regarding the issuances of
Preferred Stock is incorporated by reference into this Item
3.02.The securities were, in each case, issued to the exemption
from registration provided by Section4(a)(2)of the Securities Act
as an issuance not involving a public offering. Battlecat,
Marquis and Chambers represented to the Company that each is an
accredited investor as defined in Rule 501 of the Securities Act,
and appropriate legends will be affixed to any certificates
evidencing the Preferred
Stock.
Item5.02. Departure
of Directors or Principal Officers; Election of Directors;
Appointment of Principal
Officers
On June14, 2017, to
Section4.4(a) of the SPA, the Board elected Phillip Z. Pace as a
director of the Company, subject to and effective immediately
upon the SPA Closing. Mr.Pace is a partner of Chambers Energy
Management, LP, an affiliate of Chambers. The disclosure under
Item 1.01 above regarding the terms of the SPA is incorporated by
reference in this Item
5.02.
Item5.03.
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal
Year
The Company filed the
Certificates of Designations with the Secretary of State of the
State of Delaware on June15, 2017.The information set forth above
in Item 1.01 with respect to the Certificates of Designations is
incorporated by reference into this Item
5.03.
Item 9.01.Financial
Statements and
Exhibits
(a) Financial statements
of business acquired. The financial information required by
Item 9.01(a) of this Current Report with respect to the
acquisition of the Marquis Assets has not been included with this
filing and will be filed by amendment to this Current Report not
later than seventy-one (71)calendar days after the date of this
filing.
(b) Pro forma
financial information. The financial information
required by Item 9.01(b) of this Current Report with respect to
the acquisition of the Marquis Assets has not been included with
this filing and will be filed by amendment to this Current Report
not later than seventy-one (71)calendar days after the date of
this filing.
(d)
Exhibits.
|
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|
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| 2.1* |
Amendment No.1, dated June15, 2017, to the Purchase and Sale Agreement, dated May26, 2017, by and between Lonestar Resources US Inc. and Battlecat Oil Gas, LLC. |
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| 2.2* |
Amendment No.1, dated June15, 2017, to the Purchase and Sale Agreement by and between Lonestar Resources US Inc. and SN Marquis LLC, dated as of May26, 2017. |
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| 3.1 |
Certificate of Designations of Series B Convertible Preferred Stock. |
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| 3.2 |
Certificate of Designations of Series A-1 Convertible Participating Preferred Stock. |
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| 3.3 |
Certificate of Designations of Series A-2 Convertible Participating Preferred Stock. |
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| 4.1 |
Registration Rights Agreement, dated as of June15, 2017, by and between Lonestar Resources US Inc. and Battlecat Oil Gas, LLC. |
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| 4.2 |
Registration Rights Agreement, dated as of June15, 2017, by and between Lonestar Resources US Inc. and SN UR Holdings, LLC. |
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| 4.3 |
Registration Rights Agreement, dated as of June15, 2017, by and between Lonestar Resources US Inc. and Chambers Energy Capital III, LP. |
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| 4.4 |
Amendment No.1, dated June15, 2017, to the Registration Rights Agreement by and among Lonestar Resources US Inc., Leucadia National Corporation and Juneau Energy, LLC. |
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| 4.5 |
Amendment No.1, dated June15, 2017, to the Registration Rights Agreement by and between Lonestar Resources US Inc. and EF Realisation Company Limited. |
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| 10.1 |
Amended and Restated Securities Purchase Agreement by and between Lonestar Resources US Inc., and Chambers Energy Capital III, LP, dated June15, 2017. |
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| 10.2 |
Sixth Amendment and Joinder dated June15, 2017 to the Credit Agreement dated July28, 2015, as amended or otherwise modified, by and among Lonestar Resources America, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A., Inc. as administrative agent and issuing bank. |
* |
Exhibits and Schedules have been omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any such omitted Exhibit or Schedule to the SEC upon request. |
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned
hereunto duly
authorized.
| Lonestar Resources US Inc. | ||||||
| Dated: June 21, 2017 | By: |
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| Name: | Frank D. Bracken III | |||||
| Title: | Chief Executive Officer |
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| 2.1* |
Amendment No. 1, dated June 15, 2017, to the Purchase and Sale Agreement, dated May 26, 2017, by and between Lonestar Resources US Inc. and Battlecat Oil Gas, LLC. |
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| 2.2* |
Amendment No. 1, dated June 15, 2017, to the Purchase and Sale Agreement by and between Lonestar Resources US Inc. and SN Marquis LLC, dated as of May 26, 2017. |
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| 3.1 |
Certificate of Designations of Series B Convertible Preferred Stock. |
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| 3.2 |
Certificate of Designations of Series A-1 Convertible Participating Preferred Stock. |
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| 3.3 |
Certificate of Designations of Series A-2 Convertible Participating Preferred Stock. |
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| 4.1 |
Registration Rights Agreement, dated as of June 15, 2017, by and between Lonestar Resources US Inc. and Battlecat Oil Gas, LLC. |
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| 4.2 |
Registration Rights Agreement, dated as of June 15, 2017, by and between Lonestar Resources US Inc. and SN UR Holdings, LLC. |
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| 4.3 |
Registration Rights Agreement, dated as of June 15, 2017, by and between Lonestar Resources US Inc. and Chambers Energy Capital III, LP. |
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| 4.4 |
Amendment No. 1, dated June 15, 2017, to the Registration Rights Agreement by and among Lonestar Resources US Inc., Leucadia National Corporation and Juneau Energy, LLC. |
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| 4.5 |
Amendment No. 1, dated June 15, 2017, to the Registration Rights Agreement by and between Lonestar Resources US Inc. and EF Realisation Company Limited. |
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| 10.1 |
Amended and Restated Securities Purchase Agreement by and between Lonestar Resources US Inc., and Chambers Energy Capital III, LP, dated June 15, 2017. |
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| 10.2 |
Sixth Amendment and Joinder dated June 15, 2017 to the Credit Agreement dated July 28, 2015, as amended or otherwise modified, by and among Lonestar Resources America, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A., Inc. as administrative agent and issuing bank. |
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Exhibits and Schedules have been omitted |
Lonestar Resources US Inc. ExhibitEX-2.1 2 d397688dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is effective as of June 15,…To view the full exhibit click here
