Lonestar Resources US Inc. (NASDAQ:LONE) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.
OnSeptember 28, 2018, EF Realisation Company Limited ("EF Realisation") notified Lonestar Resources US Inc. (the "Company") that it had commenced, but not yet completed, the voluntary liquidation and distribution of its assets to its shareholders (the "EF Realisation Liquidation"), which had been approved by the shareholders of EF Realisation on or about September 24, 2018. The EF Realisation Liquidation, once completed, will include the sale or distribution of all of EF Realisation's 4,174,259 shares of the Company's Class A Voting Common Stock (the "Class A Stock"), representing approximately 17% of the Company's total Class A Stock outstanding. Following the EF Realisation Liquidation, EF Realisation will no longer be a shareholder of the Company, and the shares previously held by EF Realisation will be owned by approximately 33 registered holders representing institutions and individuals.
In connection with the EF Realisation Liquidation, on September 28, 2018, the Company repurchased and retired 2,500 shares of the Company's Class B Non-Voting Common Stock (the "Class B Stock") from Dr. Christopher Rowland at a cost of $10,000 (the "Class B Repurchase").
In order to consummate the Class B Repurchase, on September 28, 2018, Lonestar Resources America, Inc. (“LRAI”), a subsidiary of the Company, entered into that certain Consent Agreement (the "Consent"), by and among itself, the subsidiary guarantors party thereto, the several banks and other financial institutions party thereto and Citibank, N.A., in its capacity as administrative agent for the lenders (the “Administrative Agent”) to that certain Credit Agreement dated as of July 28, 2015 (as amended by the Consent and as otherwise amended or modified from time to time prior to the Consent, the “Credit Agreement”), by and among LRAI, the several banks and other financial institutions party thereto from time to time and the Administrative Agent for the limited purpose of consenting to the Class B Repurchase.
The foregoing description of the Consent is qualified in its entirety by reference to the Consent, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Other Events.
As noted above in Item 9.01 and incorporated herein by reference, in connection with the EF Realisation Liquidation, the Company repurchased and retired 2,500 shares of Class B Stock from Dr. Christopher Rowland at a cost of $10,000. The Class B Stock was originally issued to Dr. Rowland in connection with the Company's reorganization in 2016. After the repurchase and retirement of the Class B Stock, there are no shares of Class B Stock issued and outstanding as of the date hereof.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Lonestar Resources US Inc. ExhibitEX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit CONSENT AGREEMENTThis CONSENT AGREEMENT (this “Agreement”) is entered into effective as of September 28,…To view the full exhibit click here