Lonestar Resources US Inc. (NASDAQ:LONE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On December16, 2016, Lonestar Resources US Inc. (Lonestar)
entered into an Underwriting Agreement (the Underwriting
Agreement) with Seaport Global Securities LLC, as representative
of the several underwriters named therein (the Underwriters). The
Underwriting Agreement relates to Lonestars public offering of
12,000,000 shares of its ClassA Voting Common Stock (Common
Stock) at a public offering price of $5.75 per share (the
Offering). to the Underwriting Agreement, the Underwriters were
granted a 30-day option to purchase up to 1,800,000 additional
shares of Common Stock at the public offering price (less the
underwriting discount), which option was exercised in full on
December 19, 2016. The Underwriting Agreement contains customary
representations, warranties and agreements of Lonestar and other
customary obligations of the parties and termination provisions.
The Underwriting Agreement also provides for the indemnification
by Lonestar of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as
amended.
The offering was made to Lonestars effective registration
statement on Form S-1, initially filed with the Securities and
Exchange Commission (the Commission) on October27, 2016 (File
No.333-214265), as
amended. Net proceeds to Lonestar from the sale of the 13,800,000
shares of Common Stock, after underwriting discounts and
commissions and estimated expenses, are estimated to be
approximately $74.5 million. Lonestar intends to use the net
proceeds from the Offering to reduce amounts drawn under its
revolving credit facility, redeem a portion of its outstanding
Second Lien Notes and repay Seaport Global Securities LLC, who
has provided Lonestar gap financing in connection with the
previously announced Facilitation Agreement. Any remaining
proceeds will be used for general corporate purposes. The
Offering closed on December22, 2016.
Certain of the
Underwriters and their respective affiliates have from time to
time performed, and may in the future perform, various financial
advisory, commercial banking and investment banking services for
Lonestar and its affiliates in the ordinary course of business
for which they have received and would receive customary
compensation.
The preceding
summary of the Underwriting Agreement is qualified in its
entirety by reference to the full text of such agreement, a copy
of which is attached as Exhibit 1.1 hereto and incorporated
herein by reference.
Item 7.01
Regulation FD Disclosure.
On December16,
2016, Lonestar issued a press release announcing the pricing of
the Offering. A copy of the press release is furnished as Exhibit
99.1 and is incorporated into this Item 7.01
Item9.01
Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit Number |
Description |
|
| 1.1 |
Underwriting Agreement, dated December16, 2016, by and between Lonestar Resources US Inc. and Seaport Global Securities LLC. |
|
| 5.1 | Opinion of Latham Watkins LLP. | |
| 23.1 |
Consent of Latham Watkins LLP (included in Exhibit 5.1 hereto). |
|
| 99.1 | Press Release dated December16, 2016. |
2
About Lonestar Resources US Inc. (NASDAQ:LONE)