APPROACH RESOURCES, INC. Item 1.02 Termination of a Material Definitive Agreement.
The information set forth below in Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 1.03 Bankruptcy or Receivership.
As previously disclosed, on
On
On
- Prepetition Secured Lenders will be Impaired and, following payment of
the DIP Facility Claims in full, will receive all Available Cash, up to
an amount necessary to satisfy the Prepetition Claims in full, except
for any portion of such Available Cash used to fund post-Effective Date
professional retainers of the Agent and such Available Cash transferred
pursuant to the Wind-Down Budget to fund (i) the Budgeted Claims
Reserve, (ii) the Professional Fee Claims Reserve and (iii) the Gift
Reserve. All Retained Causes of Action will vest in the Post-Effective
Date Debtors for the benefit of the Holders of Prepetition Secured
Claims until the Prepetition Secured Claims are paid in full.
- Holders of General Unsecured Claims, which includes holders of the
Company's Senior Notes, will be Impaired and will receive their pro
rata share of a Gift Reserve in the amount of $1,800,000.00 , less
certain Claims, costs and expenses chargeable to the Gift Reserve as
more fully set forth in the Plan.
- Holders of equity securities of the Debtors, including the Company's
Common Stock, will be Impaired and will receive no distribution or
consideration under the Plan on account of their equity interests, and
all such equity interests will be cancelled on the Plan Effective Date.
- On the Effective Date, the positions of the current directors, officers
and managers will be eliminated, and the duties of all such positions
will vest in the Plan Administrator, who will serve as the sole officer
and director of each Post-Effective Date Debtor after the Effective
Date.
- Except as otherwise provided in the Plan, on the later of the Effective
Date and the date on which Distributions are made pursuant to the Plan,
the Indenture and Senior Notes will be deemed cancelled, and the
Indenture Trustee will not have any continuing duties or obligations
thereunder and will be discharged.
- Before the Effective Date, all Employee Benefit Plans other than the
KEIP and Severance Plan will be terminated in accordance with the
applicable provisions of state and federal law.
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- After the Effective Date, the Plan Administrator will, subject to the
Agent's consent and consistent with applicable non-bankruptcy law and
consistent with the implementation of the Plan, merge, dissolve,
liquidate or take such other similar action with respect to each
Post-Effective Date Debtor to complete the winding up of such
Post-Effective Date Debtor as expeditiously as practicable.
- Except as otherwise provided in the Plan and Confirmation Order, the
rights afforded in the Plan and the treatment of all Claims and
Interests in the Plan will be in exchange for and in complete
satisfaction, discharge and release of all Claims and Interests of any
nature whatsoever against the Debtors or their Estates, assets,
properties or interests in property. The treatment set forth in the
Plan is in full and complete satisfaction of the legal, contractual and
equitable rights that each Person holding a Claim or an Interest may
have in or against the Debtors or the Estates.
- The Plan provides certain releases and exculpations in favor of, among
others, the Debtors and each of the Debtors' Related Persons who do not
opt out of the releases contained in the Plan, the Lender Parties and
each of their respective Related Persons and the Indenture Trustee. In
particular, holders of Claims and Interests that did not affirmatively
opt out by filing an objection or timely returning an opt-out form are
bound by the releases contained in Section 15.03(c) of the Plan.
Information regarding the assets and liabilities of the Company and the amount of equity of the Company issued and outstanding is contained in the Disclosure Statement as filed with the Court, which is available through the Company's website under the Restructuring Information tab, which contains a link to the claims agent's website, https://dm.epiq11.com/approachresources.
The Plan and the Disclosure Statement are filed as Exhibit 2.1 and Exhibit 99.1 hereto and are incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth above in Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
The Company intends to file a Form 15 with the
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, the words "will," "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "potential" or their negatives, or other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
These forward-looking statements are largely based on the Company's expectations, which reflect estimates and assumptions made by the Company's management. These estimates and assumptions reflect the Company's best judgment based on currently known market conditions and other factors. Although the Company believes such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond the Company's control. In addition, management's assumptions about future events may prove to be inaccurate. The Company cautions all readers that the forward-looking statements contained in this report are not guarantees of future performance, and the Company cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur.
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These forward-looking statements include the expected timing of the completion of the consummation and full implementation of the Plan, the treatment of claims under the Plan, releases and exculpations under the Plan and the winding down of the Company. These forward-looking statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements.
Forward-looking statements are also subject to the risk factors and cautionary
language described from time to time in the reports and registration statements
the Company files with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Amended Joint Plan of Liquidation ofApproach Resources Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, datedDecember 14, 2020 99.1 Findings of Fact, Conclusions of Law, and Order (i) Approving the Disclosure Statement in Support of Liquidation ofApproach Resources Inc. and its Debtor Affiliates on a Final Basis and (ii) Confirming the Joint Plan of Liquidation ofApproach Resources Inc. and its Debtor Affiliates under Chapter 11 of the Bankruptcy Code, datedDecember 16, 2020 4
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