Lonestar Resources US Inc. (NASDAQ:LONE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On May24, 2018, Lonestar Resources America Inc. (“LRAI”), a subsidiary of Lonestar Resources US Inc. (the “Company”), the several banks and other financial institutions party thereto (collectively, the “Lenders”) and Citibank, N.A., in its capacity as administrative agent for the lenders (the “Administrative Agent”) entered into a Borrowing Base Redetermination Agreement and Amendment No.8 to Credit Agreement (the “th Amendment”) which amends that certain Credit Agreement dated as of July28, 2015 by and among LRAI, the lender and guarantor parties thereto and the Administrative Agent (as amended, supplemented and modified to date, the “Credit Agreement”). The 8th Amendment amends the Credit Agreement to (i)increase the borrowing base under the Credit Agreement from $160million to $190million and (ii)reallocate the commitments and outstanding loans of the Lenders.
This description of the 8th Amendment does not purport to be a complete description and is qualified in its entirety by reference to the 8th Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated herein by reference into this Item 1.01.
| Item5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March27, 2018, the Board of Directors (the “Board”) of the Company approved the amendment (the “Plan Amendment”) of the Company’s Amended and Restated 2016 Incentive Plan (the “Plan”), subject to and effective upon stockholder approval. At the Company’s 2018 Annual Meeting of Stockholders, held on May24, 2018 (the “2018 Annual Meeting”), stockholders approved the Plan Amendment. The Plan Amendment increases the number of shares of common stock available for issuance under the Plan by 800,000 shares, from 2,200,000 shares to 3,000,000 shares, and additionally removed certain tax provisions that were rendered obsolete by tax reform legislation passed in 2017.
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, as amended, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2018 Annual Meeting held on May24, 2018, a total of 20,575,717 shares of the Company’s ClassA Voting Common Stock were present in person or represented by proxy, representing approximately 84.5percent of the Company’s outstanding ClassA Voting Common Stock as of the March29, 2018 record date. There were also 85,857 shares of Series A-1 Preferred Stock represented at the meeting, representing 100percent of the Company’s outstanding Series A-1 Preferred Stock as of the record date, voting on an as-converted basis on all matters before the 2018 Annual Meeting, resulting in an aggregate of 38,943,813 shares of ClassA Common Stock entitled to vote at the 2018 Annual Meeting. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April10, 2018.
Proposal 1 — Election of the Company’s directors to serve until the 2019 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.
|
NOMINEE |
VotesFOR | VotesAGAINST | VotesABSTAINED | BrokerNon-Votes |
|
Frank D. Bracken, III |
27,614,457 | 1,132,645 | 6,137,180 | |
|
Henry B. Ellis |
28,544,526 | 202,346 | 1,165 | 6,137,180 |
|
Daniel R. Lockwood |
27,616,481 | 1,130,391 | 1,165 | 6,137,180 |
|
John H. Murray |
28,558,636 | 188,236 | 1,165 | 6,137,180 |
|
Matthew B. Ockwood |
27,644,840 | 1,102,032 | 1,165 | 6,137,180 |
|
Stephen H. Oglesby |
28,558,597 | 188,275 | 1,165 | 6,137,180 |
|
Phillip Z. Pace |
27,644,175 | 1,102,382 | 1,480 | 6,137,180 |
|
John H. Pinkerton |
28,517,310 | 229,477 | 1,250 | 6,137,180 |
|
Dr.Christopher Rowland |
27,615,985 | 1,130,572 | 1,480 | 6,137,180 |
|
Randy L. Wolsey |
28,558,232 | 188,325 | 1,480 | 6,137,180 |
Proposal 2 — Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December31, 2018.
|
Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes |
| 34,859,016 | 21,817 | 4,384 |
Proposal 3 — Amendment of the Company’s Amended and Restated 2016 Incentive Plan to increase the number of shares available for issuance under such plan.
|
Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes |
| 28,638,351 | 106,419 | 3,267 | 6,137,180 |
Based on the foregoing votes, Frank D. Bracken, III, Henry B. Ellis, Daniel R. Lockwood, John H. Murray, Matthew B. Ockwood, Stephen H. Oglesby, Philip Z. Pace, John H. Pinkerton, Dr.Christopher Rowland and Randy L. Wolsey were elected as directors, and Proposals 2 and 3 were approved.
| Item 1.01 | Regulation FD Disclosure. |
On May24, 2018, the Company issued a press release announcing the increase in the borrowing base under the Credit Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
The information contained in this Item 1.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
Lonestar Resources US Inc. ExhibitEX-10.1 2 d566885dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 BORROWING BASE REDETERMINATION AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT THIS BORROWING BASE REDETERMINATION AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT (this Agreement) is entered into effective as of May 24,…To view the full exhibit click here