Item 1.01 Entry into a Material Definitive Agreement.

On March 9, 2021, Sundance Energy Inc., a Delaware corporation (the "Parent" or "we"), and each of its direct and indirect subsidiaries (collectively with the Parent, the "Company") entered into a Restructuring Support Agreement (the "RSA") with (i) the administrative agent under the Company's revolving credit facility (the "RBL Facility"); (ii) certain lenders under the RBL Facility party thereto (the "Consenting RBL Lenders"); (iii) the administrative agent under the Company's term loan credit facility (the "Term Loan Facility"); and (iv) certain lenders under the Term Loan Facility party thereto (the "Consenting Term Lenders").

As set forth in the RSA, including in the exhibits attached thereto (the "Exhibits"), the parties to the RSA have agreed to the principal terms of a proposed financial restructuring (the "Transaction") of the Company. The Transaction is contemplated to be implemented through a joint prepackaged chapter 11 plan of reorganization (the "Plan") to be implemented through voluntary cases (the "Cases") to be commenced by the Company under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). Capitalized terms used herein but not defined have the meaning given to such terms in the RSA.

The RSA and the Exhibits provide, among other things, as follows:

· DIP Facility and Cash Collateral. The Cases shall be funded with cash-on-hand

and a new junior priority debtor-in-possession credit facility (the "DIP

Facility"), with Morgan Stanley Capital Administrators Inc., as administrative

agent, and the Consenting Term Lenders, having a principal amount of $45.0

million, subject to increase by a maximum of $5.0 million as a result of

certain case extension draws permitted thereunder.

· Exit Facilities. On the effective date of the Plan, the Reorganized Company

shall enter into the following exit facilities:

(a) Exit RBL Facility: The Reorganized Company and each lender under the RBL


     Facility that elects to participate in the Exit RBL Facility shall enter into
     a new reserve-based revolving credit facility (the "Exit RBL Facility")
     having a borrowing base of $107.5 million (inclusive of a $20.0 million
     letter of credit subfacility) minus the Initial Third Out Term Loan Amount
     (as defined below);

(b) The Reorganized Company and each lender under the RBL Facility that elects to


     participate in the Exit RBL Facility shall enter into a new first lien second
     out term loan facility (the "Exit Second Out Term Loan Facility") having a
     principal amount of $30.0 million; and

(c) The Reorganized Company and each lender under the RBL Facility that elects


     not to participate in the Exit RBL Facility or otherwise votes to reject the
     Plan or abstains from voting on the Plan (each such lender, a
     "Non-Participating RBL Lender"), if any, shall be deemed to enter into a new
     first lien third out term loan facility (the "Exit Third Out Term Loan
     Facility") having a principal amount equal to the amount allowed RBL Claims
     (as defined below) held by Non-Participating RBL Lenders (the "Initial Third
     Out Term Loan Amount").

· Distributions to Holders of Claims and Equity Interests. The Plan shall provide


   for the following distributions to holders of claims and equity interests:

(a) All allowed administrative expense claims, priority tax claims, other


     priority claims, and other secured claims shall be paid in full (or will
     receive such other treatment rendering such claims unimpaired).

(b) DIP Facility Claims: On the effective date of the Plan, each holder of an


     allowed claim under the DIP Facility shall receive its pro rata share of
     38.0338% of the shares of common stock of the reorganized Parent authorized
     to be issued pursuant to the Plan and the new or amended organizational
     documents of the reorganized Parent (the "New Common Equity Interests")
     issued on the effective date of the Plan, prior to dilution by the MIP Equity
     (as defined below) (the "New Common Equity Interests DIP Pool"); provided
     that in the discretion of the Required Consenting Term Lenders, the New
     Common Equity Interests DIP Pool shall be increased to include equity to be
     issued in exchange for Case Extension Loans (if any) (as defined in the DIP
     Facility loan documents), which will be subject to dilution by the MIP
     Equity.

(c) RBL Claims: On the effective date of the Plan, with respect to the holders of


     claims under the RBL Facility (the "RBL Claims"):

(i) each holder of an allowed RBL Claim that votes to accept the Plan that is not


     otherwise a Non-Participating RBL Lender shall receive: (1) its pro rata
     share (determined in accordance with the Plan) of the loans under the Exit
     RBL Facility; (2) its pro rata share (determined in accordance with the Plan)
     of the loans under the Exit Second Out Term Loan Facility; and (3) its pro
     rata share (determined in accordance with the Plan) of an amount equal to the
     payment in full in cash of the portion of allowed RBL Claims equal to the
     difference between (x) the amount of allowed RBL Claims minus (y) $122.5
     million (the "Cash Paydown").

(ii) each Non-Participating RBL Lender shall receive: (1) loans under the Exit


      Third Out Term Loan Facility in a principal amount equal to the amount of
      such holder's allowed RBL Claim, minus the amount of Cash Paydown received
      by such holder; and (2) its pro rata share (determined in accordance with
      the Plan) of the Cash Paydown.

(d) Term Loan Claims: On the effective date of the Plan, each holder of an . . .

Item 1.03 Bankruptcy or Receivership.

On March 9, 2021, the Company filed voluntary petitions for relief (collectively, the "Petitions") under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston) (the "Bankruptcy Court"). In addition to the Petitions, the Company has filed, among other things, a motion with the Bankruptcy Court seeking to jointly administer the Cases under the caption "In re: Sundance Energy Inc., et al."

The Company also filed with the Bankruptcy Court the Plan, as contemplated by the RSA. The Company will continue to operate their businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The Cases were filed in order to effectuate the Company's Plan. Copies of the Plan and further information about the Cases can be found at https://cases.primeclerk.com/sundanceenergy.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial


           Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The filing of the Cases described above in Item 1.03 constitutes an event of default under the following debt instruments (the "Debt Instruments"). Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the filing of the Petitions and the holders' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

· Credit Agreement, dated July 18, 2018, by and among the Parent, Sundance

Energy, Inc., as borrower, the guarantors party thereto from time to time,
   Toronto Dominion (Texas) LLC, as successor administrative agent to Natixis, New
   York Branch, and the lenders party thereto from time to time (as amended,
   restated, supplemented, replaced or otherwise modified from time to time).

· Credit Agreement, dated as of April 23, 2018, by and among the Parent, Sundance

Energy, Inc., as borrower, the guarantors party thereto from time to time,
   Morgan Stanley Capital Administrators Inc., in its capacity as administrative
   agent, and the lenders party thereto from time to time (as amended,
   supplemented or otherwise modified from time to time).


 Item 7.01 Regulation FD.

On March 9, 2021, the Company issued a press release announcing the filing of the Petitions with the Bankruptcy Court. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

This information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Parent's filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.




Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements reflect management's current expectations based on currently available information, but are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in or implied by the forward-looking statements. These forward-looking statements are identified by the use of the words "project," "believe," "estimate," "expect," "anticipate," "intend," "contemplate," "foresee," "would," or other similar words. Risks, uncertainties and assumptions that could affect our forward-looking statements include, among other things the risk related to the impact of the COVID-19 pandemic in geographic regions or markets served by us, or where our operations are located, including the risk of global recession and the other risk factors that have been listed from time to time in the Parent's SEC reports, including but not limited to the Parent's Annual Report on Form 10-K for the year ended December 31, 2019 and any subsequently filed Form 10-Q or Form 8-K.

You should also understand that it is not possible to predict or identify all such factors and should not consider the risk factors in our reports filed with the SEC or the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to: the ability to confirm and consummate a plan of reorganization in accordance with the terms of the RSA; risks attendant to the bankruptcy process, including our ability to obtain court approvals with respect to motions filed in the Cases, the outcomes of court rulings and the Cases in general and the length of time that we may be required to operate in bankruptcy; the effectiveness of the overall restructuring activities pursuant to the Cases and any additional strategies that we may employ to address our liquidity and capital resources; the actions and decisions of creditors, regulators and other third parties that have an interest in the Cases, which may interfere with the ability to confirm and consummate a plan of reorganization; restrictions on us due to the terms of any debtor-in-possession credit facility that we will enter into in connection with the Cases and restrictions imposed by the applicable courts; and the other factors listed in our reports filed with the SEC from time to time. All forward-looking statements included in this notification should be considered in the context of these risks. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits



Exhibit No. Description

  10.1        Restructuring Support Agreement, dated March 9, 2021 by and among
            the Parent, each direct and indirect subsidiary of the Parent, the
            administrative agent under the RBL Facility, the Consenting RBL
            Lenders, the administrative agent under the Term Loan Facility, and
            the Consenting Term Lenders.
  99.1        Press Release, dated March 9, 2021.
104         Cover Page Interactive Data File (formatted in Inline XBRL and
            contained in Exhibit 101)

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