Rex Energy Corporation (NASDAQ:REXX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On March13, 2018, Rex Energy Corporation (the “Company”), through its wholly-owned subsidiaries, R.E. Gas Development, LLC (“R.E. Gas”) and Rex Energy I, LLC (collectively with R.E. Gas, “Rex”), entered into a Purchase and Sale Agreement (the “PSA”) with XPR Resources, LLC (“XPR”), to which Rex has agreed to sell to XPR certain of its non-operated oil and gas interests in 61 wells located in Westmoreland, Centre and Clearfield Counties, Pennsylvania, along with associated production and other ancillary assets. XPR is currently the operator of these wells. In a related transaction, R.E. Gas entered into a Membership Interest Purchase Agreement (the “MIPA”) on the same date with COG2, LLC (“COG2”), an affiliate of XPR, to which R.E. Gas has agreed to sell to COG2 its 40% membership interest in RW Gathering, LLC (“RW Gathering”). If consummated, the effective date of the transactions under the PSA and the MIPA will be January1, 2018.
The PSA and MIPA each include representations, warranties, covenants and indemnification obligations customary for transactions of this type. Total consideration for the transactions is expected to be approximately $17.2million. The purchase price is subject to certain adjustments to be made at and after the closing of the transactions. The acreage to be sold to the PSA is considered non-core to Rex. The transactions are expected to close within 15 days, subject to the satisfaction of customary closing conditions and receipt of required consents and approvals. The closing of the transactions contemplated by the PSA and MIPA are each conditioned upon the other and are expected to occur contemporaneously.
The foregoing descriptions of the PSA and MIPA are qualified in their entirety by reference to the text of the agreements, copies of which the Company plans to file as exhibits to its Quarterly Report on Form 10-Q for the period ending March31, 2018. The Company intends to request confidential treatment for certain portions of the PSA and MIPA.
| Item 1.01. | Regulation FD Disclosure. |
On March13, 2018, the Company issued a press release announcing the PSA and the MIPA. The text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 1.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 1.01 | Financial Statements and Exhibits. |
(a) Exhibits.
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REX ENERGY CORP ExhibitEX-99.1 2 d518089dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Rex Energy Announces Sale of Non-Operated Oil and Gas Interests in Westmoreland,…To view the full exhibit click here
About Rex Energy Corporation (NASDAQ:REXX)
Rex Energy Corporation is an independent oil, natural gas liquid (NGL) and natural gas company. The Company has operations in the Appalachian Basin and Illinois Basin. In the Appalachian Basin, the Company is focused on its Marcellus Shale, Utica Shale and Upper Devonian (Burkett) Shale drilling and exploration activities. In the Illinois Basin, the Company is focused on its developmental oil drilling on its properties. The Company owns an interest in approximately 1,820 oil and natural gas wells. The Company produces an average of over 195.8 net millions of cubic feet equivalent (MMcfe) per day, composed of approximately 62.4% natural gas, over 9.5% oil and approximately 28.1% NGLs. In the Illinois Basin, the Company produces an average of approximately 1,998 barrels of oil per day (bopd). Including both developed and undeveloped acreage, the Company controls approximately 99,200 gross (over 79,700 net) acres in Illinois, Indiana and Kentucky.
