Resolute Energy Corporation (NYSE:REN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement
Purchase Agreement
On May 9, 2017, Resolute Energy Corporation (the Company) and its
subsidiaries (the Guarantors) entered into a purchase agreement
(the Purchase Agreement) with BMO Capital Markets Corp., as
representative of the initial purchasers (the Purchasers),
relating to the sale by the Company of $125 million aggregate
principal amount of the Companys 8.50% Senior Notes due 2020 (the
Senior Notes). The Guarantors agreed to guarantee payment of the
Senior Notes. The Senior Notes constituted an additional issuance
of notes under the same indenture as $400 million of the Companys
8.50% Senior Notes due 2020 (the Original Senior Notes) that were
previously issued. The net proceeds of the offering of the Senior
Notes, after reflecting the Purchasers discounts and commissions,
and estimated offering expenses, were approximately $125.9
million.
The offering of the Senior Notes was made only to persons
reasonably believed to be qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended (the Securities Act), and to non-U.S. persons outside the
United States in compliance with Regulation S under the
Securities Act. The Senior Notes were not registered under the
Securities Act or the securities laws of any other jurisdiction.
In the Purchase Agreement, the Company and the Guarantors made
customary representations and warranties and agreed to indemnify
the Purchasers against various liabilities, including certain
liabilities with respect to the Companys offering memorandum
relating to the Senior Notes. The closing of the sale of the
Senior Notes occurred on May 12, 2017. A copy of the Purchase
Agreement is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
The description above does not purport to be complete and is
qualified in its entirety by the Purchase Agreement which is
filed on Exhibit 10.1 to this Current Report on Form 8-K.
Registration Rights Agreement
The Company entered into a Registration Rights Agreement, dated
May 12, 2017, among the Company, the Guarantors and the
Purchasers (the Registration Rights Agreement), which provides
the holders of the Senior Notes certain rights relating to the
registration of the Senior Notes under the Securities Act. to the
Registration Rights Agreement, the Company agreed to conduct a
registered exchange offer (the Exchange Offer) for the Senior
Notes and, in certain circumstances, to file and cause to become
effective a shelf registration statement providing for the resale
of the Senior Notes. The Company is required to use reasonable
best efforts to consummate an exchange offer by June 26, 2017. If
the Company is unable to consummate such an exchange offer by
July 11, 2017, subject to extension if an exchange offer is
ongoing at that date, or upon the occurrence of certain other
contingencies, it will be required to pay liquidated damages in
the form of additional cash interest to the holders of the Senior
Notes. In the event that specified holders are unable to exchange
their Senior Notes in the Exchange Offer, the Company will be
required to file a shelf registration statement to cover resales
of the Senior Notes by holders who satisfy certain conditions
relating to the provision of information in connection with the
shelf registration statement.
The description above does not purport to be complete and is
qualified in its entirety by the Registration Rights Agreement,
which is filed as Exhibit 10.2 to this Current Report on Form
8-K.
Item 2.03Creation of Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The Senior Notes were issued under the indenture entered into on
April 25, 2012 (the Base Indenture) with Delaware Trust Company
(as successor to U.S. Bank National Association), as trustee (the
Trustee), and the supplemental indenture entered into on May 12,
2017 (the Supplemental Indenture and, together with the Base
Indenture, the Indenture), among the Company, the Guarantors and
the Trustee.The terms of the Senior Notes and the Original Senior
Notes are governed by the Indenture, which contains covenants
that, among other things, limit the Companys and the Guarantors
ability to incur additional debt, pay dividends on or make other
distributions on stock, purchase or redeem stock or subordinated
indebtedness, make investments, create liens, enter into
transactions with affiliates, sell assets and merge with or into
other companies or transfer substantially all of their assets.
The Indenture also contains customary events of default.
Indebtedness under the Senior Notes may be accelerated in certain
circumstances upon an event of default as set forth in the
Indenture.
The Company will pay interest on the Senior Notes on May 1 and
November 1 of each year, beginning November 1, 2017. The Senior
Notes will mature on May 1, 2020.
The description above does not purport to be complete and is
qualified in its entirety by the Supplemental Indenture, which is
filed as Exhibit 4.1 to this Current Report on Form 8-K, and the
Base Indenture, which was previously filed with the SEC as
Exhibit 4.1 to the Companys Current Report on Form 8-K filed
April 26, 2012.
Item 7.01Regulation FD Disclosure
On May 12, 2017, the Company issued a press release announcing
the closing of the offering of the Senior Notes. The press
release is furnished herewith as Exhibit 99.1. The press release
information presented herein under Item 7.01 shall be deemed
furnished and not filed under the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, except as may be expressly set forth by specific
reference in such a filing.
Upon the closing of the offering of Senior Notes described above,
the borrowing base under the Companys Revolving Credit Facility
was automatically reduced to $218.75 million.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit No. |
Description |
|
4.1 |
Supplemental Indenture, dated May 12, 2017, among |
|
10.1 |
Purchase Agreement, dated May 12, 2017, among Resolute |
|
10.2 |
Registration Rights Agreement, dated May 12, 2017, among |
|
99.1 |
Resolute Energy Corporation Press Release, dated May 12, |
About Resolute Energy Corporation (NYSE:REN)
Resolute Energy Corporation is an independent oil and gas company. The Company is engaged in the exploitation, development, exploration for and acquisition of oil and gas properties. Its properties are Aneth Field located in the Paradox Basin in southeast Utah (the Aneth Field Properties or Aneth Field), and the Permian Basin in Texas and southeast New Mexico (the Permian Properties or Permian Basin Properties). It has an interest in gas gathering and compression facilities located within and adjacent to its Aneth Field Properties. Aneth Field is an oil field in southeast Utah, which produces approximately 6,290 equivalent barrels of oil per day. It owns working interests in the Aneth Unit, the McElmo Creek Unit and the Ratherford Unit. The Company has interests in approximately 27,750 gross (17,570 net) acres in the Permian Basin of Texas and southeast New Mexico. It covers over two project areas, including the Delaware Basin project area and the Northwest Shelf project area. Resolute Energy Corporation (NYSE:REN) Recent Trading Information
Resolute Energy Corporation (NYSE:REN) closed its last trading session down -0.54 at 40.70 with 504,530 shares trading hands.