SWIFT ENERGY COMPANY (OTCMKTS:SWTF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On April 19, 2017, Swift Energy Company (the Company) entered
into a First Amended and Restated Senior Secured Revolving Credit
Agreement (the Credit Agreement) among the Company, as borrower,
JPMorgan Chase Bank, N.A., as administrative agent, and certain
lenders that are a party thereto, which provides for revolving
loans of up to the borrowing base then in effect (the Revolving
Credit Facility). The Revolving Credit Facility matures April 19,
2022. The maximum credit amount under the Revolving Credit
Facility is currently $600 million with an initial borrowing base
of $330 million. The borrowing base is scheduled to be
redetermined in May and November of each calendar year,
commencing November 2017, and is subject to additional
adjustments from time to time, including for asset sales,
elimination or reduction of hedge positions and incurrence of
other debt. Additionally, each of the Company and the
administrative agent may request an unscheduled redetermination
of the borrowing base between scheduled redeterminations. The
amount of the borrowing base is determined by the lenders in
their discretion and consistent with their oil and gas lending
criteria at the time of the relevant redetermination. The Company
may also request the issuance of letters of credit under the
Credit Agreement in an aggregate amount up to $25 million, which
reduce the amount of available borrowings under the borrowing
base in the amount of such issued and outstanding letters of
credit.
into a First Amended and Restated Senior Secured Revolving Credit
Agreement (the Credit Agreement) among the Company, as borrower,
JPMorgan Chase Bank, N.A., as administrative agent, and certain
lenders that are a party thereto, which provides for revolving
loans of up to the borrowing base then in effect (the Revolving
Credit Facility). The Revolving Credit Facility matures April 19,
2022. The maximum credit amount under the Revolving Credit
Facility is currently $600 million with an initial borrowing base
of $330 million. The borrowing base is scheduled to be
redetermined in May and November of each calendar year,
commencing November 2017, and is subject to additional
adjustments from time to time, including for asset sales,
elimination or reduction of hedge positions and incurrence of
other debt. Additionally, each of the Company and the
administrative agent may request an unscheduled redetermination
of the borrowing base between scheduled redeterminations. The
amount of the borrowing base is determined by the lenders in
their discretion and consistent with their oil and gas lending
criteria at the time of the relevant redetermination. The Company
may also request the issuance of letters of credit under the
Credit Agreement in an aggregate amount up to $25 million, which
reduce the amount of available borrowings under the borrowing
base in the amount of such issued and outstanding letters of
credit.
Interest under the Revolving Credit Facility accrues at the
Companys option either at an Alternative Base Rate plus the
applicable margin (ABR Loans) or the LIBO Rate plus the
applicable margin (Eurodollar Loans). The applicable margin
ranges from 1.75%-2.75% for ABR Loans and 2.75% to 3.75% for
Eurodollar Loans. The Alternate Base Rate and LIBO Rate are
defined, and the applicable margins are set forth, in the Credit
Agreement. Undrawn amounts under the Revolving Credit Facility
are subject to a 0.50% commitment fee. To the extent that a
payment default exists and is continuing, all amounts outstanding
under the Revolving Credit Facility will bear interest at 2.00%
per annum above the rate and margin otherwise applicable thereto.
Companys option either at an Alternative Base Rate plus the
applicable margin (ABR Loans) or the LIBO Rate plus the
applicable margin (Eurodollar Loans). The applicable margin
ranges from 1.75%-2.75% for ABR Loans and 2.75% to 3.75% for
Eurodollar Loans. The Alternate Base Rate and LIBO Rate are
defined, and the applicable margins are set forth, in the Credit
Agreement. Undrawn amounts under the Revolving Credit Facility
are subject to a 0.50% commitment fee. To the extent that a
payment default exists and is continuing, all amounts outstanding
under the Revolving Credit Facility will bear interest at 2.00%
per annum above the rate and margin otherwise applicable thereto.
The obligations under the Credit Agreement are secured, subject
to certain exceptions, by a first priority lien on substantially
all assets of the Company and certain of its subsidiaries,
including a first priority lien on properties attributed with at
least 85% of estimated proved reserves of the Company and its
subsidiaries.
to certain exceptions, by a first priority lien on substantially
all assets of the Company and certain of its subsidiaries,
including a first priority lien on properties attributed with at
least 85% of estimated proved reserves of the Company and its
subsidiaries.
The Credit Agreement contains the following financial covenants:
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a ratio of total debt to EBITDA, as defined in the Credit
Agreement, for the most recently completed four fiscal quarters, not to exceed 4.0 to 1.0 as of the last day of each fiscal quarter; and |
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a current ratio, as defined in the Credit Agreement and
which includes in the numerator available borrowings undrawn under the borrowing base, of not less than 1.0 to 1.0 as of the last day of each fiscal quarter. |
Additionally, the Credit Agreement contains certain
representations, warranties and covenants, including but not
limited to, limitations on incurring debt and liens, limitations
on making certain restricted payments, limitations on
investments, limitations on asset sales and hedge unwinds,
limitations on transactions with affiliates and limitation on
modifying organizational documents and material contracts. The
Credit Agreement contains customary events of default. If an
event of default occurs and is continuing, the lenders may
declare all amounts outstanding under the Revolving Credit
Facility to be immediately due and payable.
representations, warranties and covenants, including but not
limited to, limitations on incurring debt and liens, limitations
on making certain restricted payments, limitations on
investments, limitations on asset sales and hedge unwinds,
limitations on transactions with affiliates and limitation on
modifying organizational documents and material contracts. The
Credit Agreement contains customary events of default. If an
event of default occurs and is continuing, the lenders may
declare all amounts outstanding under the Revolving Credit
Facility to be immediately due and payable.
The foregoing is qualified in its entirety by reference to the
Credit Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Credit Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information set forth under Item 1.01 above is incorporated
herein by reference.
herein by reference.
Item 7.01 Regulation FD Disclosure
On April 19, 2017, the Company issued a press release
announcing the execution of the Credit Agreement discussed
above, a copy of which is furnished as Exhibit 99.1 hereto and
is incorporated by reference herein.
announcing the execution of the Credit Agreement discussed
above, a copy of which is furnished as Exhibit 99.1 hereto and
is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form
8-K, including the attached Exhibit 99.1, is being furnished to
Item 7.01 and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and is
not incorporated by reference into any filing, whether made
before or after the date hereof, regardless of any general
incorporation language in such filing.
8-K, including the attached Exhibit 99.1, is being furnished to
Item 7.01 and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and is
not incorporated by reference into any filing, whether made
before or after the date hereof, regardless of any general
incorporation language in such filing.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Description
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10.1
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First Amended and Restated Senior Secured Revolving
Credit Agreement among Swift Energy Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders that are a party thereto |
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99.1
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Swift Energy Company press release issued April 19,
2017 |
SWIFT ENERGY COMPANY (OTCMKTS:SWTF) Recent Trading Information
SWIFT ENERGY COMPANY (OTCMKTS:SWTF) closed its last trading session up +1.01 at 26.51 with shares trading hands.
