Ring Energy, Inc. (NYSEMKT:REI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On December 6, 2016, Ring Energy, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with
SunTrust Robinson Humphrey, Inc. and Seaport Global Securities
LLC, as representatives of the several underwriters named therein
(collectively, the Underwriters), providing for the offer and
sale in a firm commitment offering of 6,525,000 shares (Shares)
of the Companys common stock, par value $0.001 per share (the
Common Stock), at a public offering price of $11.50per share of
Common Stock. to the Underwriting Agreement, the Company granted
the Underwriters a 30-day option to purchase up to 978,750
additional shares of Common Stock (the Additional Shares) at the
same price.
The offer and sale of the Common Stock is registered under the
Securities Act of 1933, as amended (the Securities Act), to a
Registration Statement on Form S-3 (File No.333-200324), which
was declared effective by the Securities and Exchange Commission
(the SEC) on December 3, 2014, and an additional registration
statement on Form S-3 (333-214916) filed to Rule 462(b) under the
Securities Act on December 6, 2016 to register an additional
amount of Shares. A preliminary prospectus supplement was filed
with the SEC on December 5, 2016, and a final prospectus
supplement was filed with the SEC on December 7, 2016
(collectively, the Prospectus). The Company expects the sale of
Shares to close on or about December 9, 2016.
The Company intends to use the net proceeds from this offering of
approximately $71 million to fund our 2017 capital expenditure
budget, repay indebtedness outstanding under our revolving credit
facility and for other corporate purposes.
In the Underwriting Agreement, the Company agreed to indemnify
the Underwriters against certain liabilities, including
liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make because of any
of those liabilities.
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 the Company in the ordinary course of
business for which they have received and would receive customary
compensation. Affiliates of SunTrust Robinson Humphrey, Inc., one
of the bookrunners for this offering and affiliates of certain
co-managers for this offering are lenders under our revolving
credit facility, and they may receive a portion of the net
proceeds of this offering in connection with the repayment of
amounts under such credit agreement.
The foregoing description of the Underwriting Agreement is
qualified by reference to the complete document, which is filed
as Exhibit 1.1 to this Form 8-K and is incorporated herein by
reference.
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
On December 9, 2016, the Company issued a press release
announcing that it had closed the offering of the Shares. A copy
of the press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information set forth in the attached Exhibit 99.1 shall not
be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
incorporated by reference in any filing under the Securities Act,
or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 8.01. Other Events.
In connection with the offering, the Company is filing a legal
opinion of Dickinson Wright PLLC, attached as Exhibit 5.1 to this
Current Report on Form 8-K, to incorporate such opinion by
reference into the Shelf Registration Statement and Prospectus.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Title of Document | |
| 1.1 |
Underwriting Agreement dated as of December 6, 2016, among Ring Energy, Inc. and SunTrust Robinson Humphrey, Inc. and Seaport Global Securities LLC, as representatives of the several underwriters named therein. |
|
| 5.1 | Opinion of Dickinson Wright PLLC. | |
| 23.1 |
Consent of Dickinson Wright PLLC (included in Exhibit 5.1 hereto). |
|
| 99.1 |
Press release dated December 9, 2016, announcing the closing of the offering. |
* to Item 6.01(b)(2) of Regulation S-K, the Company has omitted
certain exhibits to the Underwriting Agreement. The Company
agrees to furnish by supplement a copy of any omitted exhibit
upon request.
About Ring Energy, Inc. (NYSEMKT:REI)
Ring Energy, Inc. (Ring) is an exploration and production company that is engaged in oil and natural gas acquisition, exploration, development and production activities. The Company’s exploration and production interests are focused on Texas and Kansas. Its operations are all oil and gas exploration and production related activities in the United States. Its drilling operations target the Central Basin Platform in Andrews County and Gaines County, Texas, and the Delaware Basin in Reeves County and Culberson County, Texas. Ring has over 30,660 gross (18,130 net) acres in Andrews and Gaines counties and over 19,980 gross (19,680 net) acres in Reeves and Culberson counties. It has over 17,630 gross (16,670 net) acres in Kansas. Ring’s proved reserves are approximately 24.4 million barrels of oil equivalent (BOE). Ring owns interests in a total of over 5,880 gross (5,170 net) developed acres and over 24,790 gross (12,960 net) undeveloped acres in Andrews and Gaines County, Texas. Ring Energy, Inc. (NYSEMKT:REI) Recent Trading Information
Ring Energy, Inc. (NYSEMKT:REI) closed its last trading session down -0.06 at 11.81 with 504,094 shares trading hands.