Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on March 9, 2021, Sundance Energy Inc., a Delaware
corporation (the "Parent"), and each of its direct and indirect subsidiaries
(collectively with the Parent, the "Company") filed voluntary petitions for
relief under chapter 11 of title 11 of the United States Bankruptcy Code
("Chapter 11") in the United States Bankruptcy Court for the Southern District
of Texas (Houston) (the "Bankruptcy Court"). The Company's Chapter 11 cases are
being jointly administered under the caption In re: Sundance Energy Inc., et
al., Case No. 21-30882 (DRJ) (the "Chapter 11 Cases").
In connection with the Chapter 11 Cases, the Company filed a motion in the
Bankruptcy Court seeking court approval of debtor-in-possession financing ( the
"DIP Motion") on the terms set forth in a contemplated Junior Secured
Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement") by and among
the Parent, Sundance Energy, Inc., a Colorado corporation, as borrower (the
"Borrower"), each other direct and indirect subsidiary of the Parent, as
guarantors, Morgan Stanley Capital Administrators Inc. as administrative agent,
and each of the lenders from time to time party thereto.
The DIP Credit Agreement contemplates a junior convertible secured
debtor-in-possession delayed-draw term loan facility in the aggregate principal
amount of up to $50,000,000 (the "DIP Facility"). The loans issued under the DIP
Facility (the "DIP Loans") will bear interest at a rate equal to the LIBO Rate
(as defined in the DIP Credit Agreement) plus 8.00% per annum (subject to a
1.00% floor on the LIBO Rate).
The DIP Credit Agreement includes conditions precedent, representations and
warranties, affirmative and negative covenants, and events of default customary
for financings of this type and size. Among other things, the proceeds of the
loans under the DIP Credit Agreement will be used to pay professional or other
transaction fees and expenses, to finance the working capital and capital
expenditure needs of the Borrower and its subsidiaries and for general corporate
purposes of the Borrower and its subsidiaries, to pay fees, interest and
expenses associated with the DIP Credit Agreement, to fund the costs of the
administration of the Chapter 11 Cases and to pay post-petition interest due and
owing to the Borrower's lenders under its revolving credit agreement and to pay
Prepetition RBL Protection Fees and Expenses (as defined in the DIP Credit
Agreement).
The Secured Obligations (as defined in the DIP Credit Agreement), will mature on
the date which is the earliest of (a) June 14, 2021, (b) the effective date of
an Approved Plan, or (c) the date all DIP Loans become due and payable, whether
by acceleration or otherwise.
The terms of the DIP Credit Agreement were approved by the Bankruptcy Court and
the Borrower made an initial draw of $10,000,000 under the DIP Facility. Subject
to the DIP Credit Agreement's terms and conditions, the Borrower may make an
additional draw of up to $35,000,000 after the entry by the Bankruptcy Court of
an order approving the DIP Facility on a final basis and concurrently with the
occurrence of the effective date of the plan of reorganization. An additional
$5,000,000 in DIP Loans is available with consent of the Case Extension Required
Lenders (as defined in the DIP Credit Agreement). The foregoing description of
the DIP Credit Agreement does not purport to be complete and is qualified in its
entirety by reference to the complete text of the form of DIP Credit Agreement,
which is attached hereto as Exhibit 10.1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Junior Secured Debtor-in-Possession Credit Agreement, dated as of
March 11, 2021, by and among the Parent, Sundance Energy, Inc., a
Colorado corporation, as borrower, each other direct and indirect
subsidiary of the Parent, as guarantors, Morgan Stanley Capital
Administrators Inc. as administrative agent, and the lenders party
thereto.
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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