Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Payoff Agreement, Carbon is required to apply
certain net proceeds of the Transactions in repayment of the Old Ironsides notes
on specified repayment dates tied to milestones under the Purchase Agreement.
The initial payment is due within three business days of the Closing Date and
must equal or exceed
The third payment would be due within three business days of the first
Contingent Payment (as defined in the Purchase Agreement). If the sum of the
initial payment, the second payment and the third payment is at least
The foregoing description of the Payoff Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Payoff Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the closing of the Transactions, on the Closing Date, Carbon
terminated all outstanding commitments under that certain Amended and Restated
Credit Agreement by and among
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As discussed in the Introductory Note, on the Closing Date, the Company
completed the previously announced Transactions pursuant to the terms and
conditions set forth in the Purchase Agreement. The aggregate consideration paid
to the Sellers by the Purchaser in connection with the Transactions on the
Closing Date was a base cash amount of
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Transactions,
The foregoing description of the Consulting Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Consulting Agreements, which the Company expects to file as exhibits to the
Company's Quarterly Report on Form 10-Q for the quarter ended
Cautionary Statement Regarding Forward-Looking Statements
This report may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the Transactions, the Company's plans, objectives, expectations and intentions, and other statements that are not historical facts. All statements, other than historical facts included in this report, are forward-looking statements. The forward-looking statements contained herein include statements related to the Transactions as described above. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Transactions; and competitive responses to the Transactions.
All forward-looking statements speak only as of the date of this report. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
The Company's business may be influenced by many factors that are difficult to
predict, involve uncertainties that may materially affect actual results and are
often beyond the control of the Company. These factors include, but are not
limited to, changes to business plans and fulfillment of conditions to receive
the contingent payment, as circumstances warrant. For a full discussion of these
risks and uncertainties and other factors, please refer to the Company's Annual
Report on Form 10-K for the fiscal year ended
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Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma consolidated financial statements of Carbon for the
quarter ended
(d) Exhibits. Exhibit No. Description 2.1* Membership Interest Purchase Agreement, dated as ofApril 7, 2020 , by and amongCarbon Energy Corporation ,Nytis Exploration (USA) Inc. ,Diversified Gas & Oil Corporation ,Nytis Exploration Company LLC ,Carbon Appalachian Company, LLC , and the other entities party thereto (incorporated herein by reference to Exhibit 2.1 to Carbon's Current Report on Form 8-K filed onApril 8, 2020 ). 10.1 Agreement Regarding Payoff and Release or Amendment of Notes, dated as ofMay 25, 2020 , by and amongCarbon Energy Corporation ,Old Ironsides Fund II-A Portfolio Holding Company, LLC andOld Ironsides Fund II-B Portfolio Holding Company, LLC . 99.1 Unaudited Pro Forma Consolidated Financial Information as of the quarter endedMarch 31, 2020 and the years endedDecember 31, 2019 and 2018.
* Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
such omitted schedule to the
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