Matador Resources Company (NASDAQ:MTDR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Equity Underwriting Agreement
On December5, 2016, Matador Resources Company (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Merrill Lynch, Pierce, Fenner Smith Incorporated
(Merrill Lynch), as representative of the several underwriters
named therein (collectively, the Underwriters), providing for the
issuance and sale in an underwritten public offering by the
Company of 6,000,000 shares of its common stock at $24.36 per
share (the Equity Offering). The Equity Offering closed on
December9, 2016.
The offer and sale of the shares of common stock were registered
under the Securities Act of 1933, as amended (the Securities
Act), to a shelf registration statement on Form S-3 (File
No.333-196178) (the Registration Statement), which became
effective upon filing with the Securities and Exchange Commission
(the SEC) on May22, 2014.
In the Underwriting Agreement, the Company agreed to indemnify
the Underwriters against certain liabilities, including
liabilities under the Securities Act, and to contribute to
payments the Underwriters may be required to make because of any
of those liabilities.
Purchase Agreement
On April14, 2015, the Company issued $400 million in aggregate
principal amount of the Companys 6.875% Senior Notes due 2023
(the Initial Notes). On December6, 2016, the Company and certain
of its subsidiaries (the Guarantors) entered into a purchase
agreement (the Purchase Agreement) with Merrill Lynch, as
representative of the several initial purchasers named therein
(collectively, the Initial Purchasers), to which the Company
agreed to issue and sell $175,000,000 in aggregate principal
amount of the Companys 6.875% Senior Notes due 2023 (the
Additional Notes and, together with the Initial Notes, the
Notes). The Initial Notes and the Additional Notes will be
treated as a single class of debt securities. The Additional
Notes offering closed on December9, 2016.
The Purchase Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Company and the Guarantors, on the one
hand, and the Initial Purchasers, on the other, have agreed to
indemnify each other against certain liabilities, including
liabilities under the Securities Act. The Company also agreed not
to offer or sell certain debt securities for a period of 60 days
after December6, 2016, without the prior consent of Merrill
Lynch.
The Additional Notes were offered and sold in a transaction
exempt from the registration requirements under the Securities
Act. The initial purchasers intend to resell the Additional Notes
to qualified institutional buyers in reliance on Rule 144A under
the Securities Act and to non-U.S. persons in reliance on
Regulation S. The Additional Notes have not been registered under
the Securities Act or applicable state securities laws and may
not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
the Securities Act and applicable state laws.
The Company intends to use the net proceeds from the Equity
Offering and Additional Notes offering to fund the aggregate
purchase price for approximately 4,600 net leasehold acres and
estimated current net production of approximately 1,150 barrels
of oil equivalent per day from wells producing on this acreage in
Eddy and Lea Counties, New Mexico as well as approximately 475
net mineral acres in Eddy and Lea Counties, New Mexico, to fund
the capital expenditures for a number of midstream initiatives in
the Delaware Basin that are either in progress or that the
Company expects to begin by the end of the first quarter of 2017,
to repay outstanding borrowings under its revolving credit
facility and for general corporate purposes, including capital
expenditures associated with the addition of a fourth drilling
rig.
Indenture
On April14, 2015, the Company entered into an Indenture (the
Indenture) among the Company, the Guarantors and Wells Fargo
Bank, National Association, as trustee, governing the terms of
the Notes.
Interest and Maturity
The Notes will mature on April15, 2023, and interest is payable
on the Notes semiannually in arrears on each April15 and
October15, and the first interest payment date for the Additional
Notes will be April15, 2017. The Notes are guaranteed on a senior
unsecured basis by the Guarantors.
Optional Redemption
At any time prior to April15, 2018, the Company may redeem up to
35% in aggregate principal amount of Notes at a redemption price
of 106.875% of the principal amount thereof, plus accrued and
unpaid interest to the redemption date, in an amount not greater
than the net proceeds of certain equity offerings so long as the
redemption occurs within 180 days of completing such equity
offering and at least 65% of the aggregate principal amount of
the Notes remains outstanding after such redemption.
In addition, at any time prior to April15, 2018, the Company may
redeem all or part of the Notes for cash at a redemption price
equal to 50% of their principal amount plus an applicable
make-whole premium and accrued and unpaid interest, plus accrued
and unpaid interest to the redemption date. On and after April15,
2018, the Company may redeem all or a part of the Notes at
redemption prices (expressed as percentages of principal amount)
equal to (i)105.156% for the twelve-month period beginning on
April15, 2018; (ii)103.438% for the twelve-month period beginning
on April15, 2019; (iii)101.719% for the twelve-month period
beginning on April15, 2020; and (iv)100.000% on April15, 2021 and
at any time thereafter, plus accrued and unpaid interest to the
applicable redemption date.
Change of Control
Upon the occurrence of a Change of Control (as defined in the
Indenture), unless the Company has exercised its optional
redemption right in respect of the Notes, the holders of the
Notes will have the right to require the Company to repurchase
all or a portion of the Notes at a price equal to 101% of the
aggregate principal amount of the Notes, plus any accrued and
unpaid interest to the date of purchase.
Certain Covenants
The Indenture restricts the Companys ability and the ability of
certain of its subsidiaries to: (i)incur or guarantee additional
debt or issue certain types of preferred stock; (ii)pay dividends
on capital stock or redeem, repurchase or retire its capital
stock or subordinated indebtedness; (iii)transfer or sell assets;
(iv)make certain investments; (v)create certain liens; (vi)enter
into agreements that restrict dividends or other payments from
its restricted subsidiaries to the Company; (vii)consolidate,
merge or transfer all or substantially all of its assets;
(viii)enter into transactions with affiliates; and (ix)create
unrestricted subsidiaries. These covenants are subject to a
number of important exceptions and qualifications. At any time
when the Notes are rated investment grade by both Moodys
Investors Service, Inc. and Standard Poors Ratings Services, many
of these covenants will terminate.
Events of Default
The Indenture provides that each of the following is an Event of
Default:
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default for 30 days in the payment when due of interest on the Notes; |
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default in the payment when due of the principal of, or premium, if any, on the Notes; |
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failure by the Company to comply with its obligations to offer to purchase or purchase notes when required to the change of control or asset sale provisions of the Indenture or its failure to comply with the covenant relating to merger, consolidation or sale of assets; |
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failure by the Company for 180 days after notice to comply with its reporting obligations under the Indenture; |
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failure by the Company for 60 days after notice to comply with any of the other agreements in the Indenture; |
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payment defaults and accelerations with respect to other indebtedness of the Company and its Restricted Subsidiaries (as defined in the Indenture) in the aggregate principal amount of $25.0 million or more; |
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failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess of $25.0 million within 60 days; |
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any subsidiary guarantee by a Guarantor ceases to be in full force and effect, is declared null and void in a judicial proceeding or is denied or disaffirmed by its maker; and |
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certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a significant subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a significant subsidiary. |
Registration Rights Agreement
On December9, 2016, in connection with the issuance and sale of
the Additional Notes, the Company, the Guarantors and Merrill
Lynch entered into a registration rights agreement (the
Registration Rights Agreement). Under the Registration Rights
Agreement, the Company and the Guarantors have agreed to file a
registration statement with the SEC with respect to an offer to
exchange the Additional Notes for substantially identical notes
that are registered under the Securities Act. Under some
circumstances, in lieu of, or in addition to, a registered
exchange offer, the Company and the Guarantors have agreed to
file a shelf registration statement with respect to the
Additional Notes. The Company and the Guarantors are required to
pay additional interest on the Additional Notes if they fail to
comply with their obligations to consummate the offer to exchange
within 365 days of December9, 2016.
Credit Agreement Amendment
On September28, 2012, the Company, as a guarantor, and MRC Energy
Company, its wholly-owned subsidiary, as borrower, entered into
an amended and restated senior secured revolving credit agreement
(the Revolving Credit Agreement). For a summary of key terms of
the Revolving Credit Agreement, see the Companys Annual Report on
Form 10-K for the year ended December31, 2015 filed with the SEC
on February29, 2016, which description is incorporated herein by
reference. On December9, 2016, MRC Energy Company, as borrower,
entered into an amendment (the Credit Agreement Amendment) to the
Revolving Credit Agreement (as amended, the Credit Agreement) and
the Company reaffirmed its guaranty of MRC Energy Companys
obligations under the Credit Agreement. The Credit Agreement
Amendment amends the Credit Agreement to allow for the issuance
of the Additional Notes.
The foregoing descriptions are qualified in their entirety by
reference to the full text of the Underwriting Agreement,
Purchase Agreement, Indenture, Registration Rights Agreement and
Credit Agreement Amendment, which are filed as Exhibits 1.1,
10.1, 4.1, 4.2 and 10.2, respectively, to this Current Report on
Form 8-K (this Current Report) and 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 included, or incorporated by reference, in
Item1.01 of this Current Report is incorporated by reference into
this Item2.03 of this Current Report.
Item7.01 |
Regulation FD Disclosure. |
On December6, 2016, the Company issued a press release announcing
the pricing of the Additional Notes. On December9, 2016, the
Company issued a press release announcing the closing of the
offering of the Additional Notes. In addition, on December9,
2016, the Company issued a press release announcing the closing
of the Equity Offering. A copy of such press releases are
furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this
Current Report.
The information furnished to this Item7.01, including Exhibits
99.1, 99.2 and 99.3, shall not be deemed to be filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended,
and will not be incorporated by reference into any filing under
the Securities Act, unless specifically identified therein as
being incorporated therein by reference.
Item8.01 |
Other Events. |
In connection with the Equity Offering, the Company is filing the
opinion of Baker Botts L.L.P. as part of this Current Report that
is to be incorporated by reference into the Registration
Statement. The opinion of Baker Botts L.L.P. is filed as Exhibit
5.1 to this Current Report and incorporated herein by reference.
Item9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| 1.1 |
Equity Underwriting Agreement, dated December 5, 2016, by and between the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representative of the several underwriters named therein. |
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| 4.1 |
Indenture, dated as of April 14, 2015, by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 14, 2015). |
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| 4.2 |
Registration Rights Agreement, dated as of December 9, 2016, by and among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representative of the several initial purchasers named therein. |
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| 5.1 | Opinion of Baker Botts L.L.P. | |
| 10.1 |
Purchase Agreement, dated as of December 6, 2016, by and between the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representative of the several initial purchasers named therein. |
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| 10.2 |
Limited Consent and Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of December 9, 2016, by and among MRC Energy Company, as Borrower, the Lenders party thereto and Royal Bank of Canada, as Administrative Agent. |
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| 23.1 | Consent of Baker Botts L.L.P. (included in Exhibit 5.1). | |
| 99.1 | Notes Offering Pricing Press Release, dated December 6, 2016. | |
| 99.2 | Notes Offering Closing Press Release, dated December 9, 2016. | |
| 99.3 |
Equity Offering Closing Press Release, dated December 9, 2016. |
About Matador Resources Company (NASDAQ:MTDR)