Item 1.01 Entry into a Material Definitive Agreement.
Exit Facility Credit Agreement
On the Effective Date, the
Borrowings and letters of credit under the Revolving Credit Facility will be
limited by borrowing base calculations set forth therein. The initial borrowing
base is
Borrowings under the Revolving Credit Facility will bear interest at a floating rate at our option, which can be either an adjusted Eurodollar rate plus an applicable margin of 3.00% - 4.00% per annum or a base rate plus an applicable margin of 2.00% - 3.00% per annum, in each case, with the applicable margin dependent on the utilization percentage of the borrowing base. Borrowings under the Term Loan Facility will bear interest at a floating rate at our option, . . .
Item 1.02 Termination of Material Definitive Agreement.
Equity Interests
On the Effective Date, by operation of the Plan and the Confirmation Order, all agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Parent, issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect.
On the Effective Date, the Parent filed a Form 15 with the
DIP Facility
On the Effective Date, the Junior Secured Debtor-in-Possession Credit Agreement,
dated as of
Prepetition Term Loan Facility
On the Effective Date, the Prepetition Term Loan Facility, dated as of
Item 2.01 Termination of Existing Equity Interests.
The description of the Equity Interests set forth in Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above relating to the Exit Facility Credit Agreement is incorporated herein by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
Upon the Effective Date of the Plan, all previously issued and outstanding equity interests in the Parent were cancelled and the Parent issued 245,513 shares of New Common Stock to holders of Allowed DIP Facility Claims and 400,000 shares of New Common Stock to holders of Allowed Prepetition Term Loan Claims.
The New Common Stock described above were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 1145 of the Bankruptcy Code (which generally exempts from such registration requirements the issuance of securities under a plan of reorganization).
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and Items 1.01, 1.02, 3.02, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 5.01 Changes in Control of the Registrant.
As previously disclosed, on the Effective Date, all previously issued and outstanding equity interests in the Parent were cancelled. The Parent issued New Common Stock to holders of Allowed DIP Facility Claims and Allowed Prepetition Term Loan Claims, in each case, pursuant to the Plan. For further information, see items 1.01, 1.02, 3.02 and 3.03 of this Current Report on Form 8-K, which are incorporated herein by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure and Appointment of Directors
Pursuant to the Plan and the Confirmation Order, as of the Effective Date, the
following directors ceased to serve on the Parent's board of directors:
Pursuant to the Plan and the Confirmation Order, the Parent's new board of directors shall consist of the four members listed below, who were appointed as of the Effective Date:
·David Lazarus ·Owen Hill ·Dan Vogel ·Damon Putman
In connection with their appointment,
As of the Effective Date of the Plan, other than as set forth in the Plan and the Plan Supplement (as defined in the Plan), there are no arrangements or understandings between any of the listed directors and any other persons pursuant to which such director was selected as a director and there are no transactions in which any of the listed directors has an interest in which requires disclosure under Item 404(a) of Regulation S-K.
Stock Incentive Plan
Pursuant to the terms of the Plan, the Parent adopted the
The foregoing description of the Stock Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Incentive Plan, which is attached hereto as Exhibit 10.4 and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On the Effective Date, pursuant to the terms of the Plan and the Confirmation
Order, the Parent filed the Amended and Restated Certificate of Incorporation of
Pursuant to the Certificate of Incorporation, the total number of shares of stock of all classes of authorized capital stock of the Parent consists of 1,500,000 shares of New Common Stock.
Each holder of shares of New Common Stock, as such, shall be entitled to one vote for each share of New Common Stock held of record by such holder on all matters submitted for a vote of the stockholders of the Parent, in addition to any other vote required by law. Except as otherwise required by law or provided in the Stockholders Agreement, the board of directors of the Parent (the "Board") may be filled by the affirmative votes of a majority of the remaining members of the Board.
The holders of New Common Stock may receive such dividends as the Board may declare in its discretion out of legally available funds. Holders of New Common Stock will share equally in the Parent's assets upon liquidation after payment or provision for all liabilities and any preferential liquidation rights then outstanding. Shares of New Common Stock are not subject to any redemption provisions and are not convertible into any of the Parent's other securities.
Anti-Takeover Provisions
Some provisions of
Business Combinations under Delaware Law
The Parent expressly elects not to be governed by, or subject to, Section 203 of
the Delaware General Corporation Law ("DGCL"). In general, the statute prohibits
a publicly held
Number and Election of Directors
As of the Effective Date of the Plan, the Board shall consist of not less than one nor more than fifteen members, the exact number of which shall be determined from time to time exclusively by resolution adopted by directors representing at least a majority of the Board.
Calling of Special Meeting of Stockholders
The Bylaws provide that special meetings of stockholders may be called only by (i) the Board or (ii) the secretary of the Parent, following receipt of one or more written demands to call a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 20% of the voting power of the outstanding shares of the Parent then entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with the procedures for calling a special meeting of the stockholders as may be set forth in the Bylaws.
Other Limitations on Stockholder Actions
The Bylaws provide that for so long as the Stockholders Agreement remains in effect, with respect to all matters decided by the Board, each director shall have a number of votes equal to the number of shares held by the stockholder and its Affiliates (as defined in the Bylaws) that own shares of New Common Stock that appointed such director pursuant to the Stockholders Agreement. Thereafter, each director shall have one vote with respect to all matters decided by the Board.
Newly Created Directorships and Vacancies on the Board
The Bylaws provide that vacancies on the Board resulting from death, resignation, removal, disqualification or other causes, and newly created directorships resulting from any increase in the number of directors on the Board, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by the sole remaining director.
Authorized but Unissued Shares
Under
The descriptions of the Certificate of Incorporation and the Bylaws are qualified in their entirety by reference to the full texts of the Certificate of . . .
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01, including in Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of 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 filings under the Securities Act of 1933, as amended, 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. Our forward-looking
statements are generally identified with words such as "anticipate," "believe,"
budgeted," "continue," "could," "estimate," "expect," "forecast," "goal,"
"intend," "may," "objective," "plan," "potential," "predict," "projection,"
"scheduled," "should," 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 reports filed with the
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Joint Prepackaged Plan of Reorganization forSundance Energy Inc. and Its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code. (incorporated by reference to Exhibit 2.1 of the Parent's Current Report on Form 8-K filedApril 19, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofSundance Energy Inc. 3.2 Amended and Restated Bylaws ofSundance Energy Inc. 10.1# Amended and Restated Credit Agreement, dated as ofApril 23, 2021 , amongSundance Energy, Inc. , as borrower,Sundance Energy Inc. , as parent,Toronto Dominion (Texas) LLC as administrative agent and an issuing lender, and the lenders named therein. 10.2 Stockholders Agreement, dated as ofApril 23, 2021 , amongSundance Energy Inc. , the stockholders named therein and all other stockholders party thereto from time to time. 10.3 Form of Indemnification Agreement. 10.4Sundance Energy Inc. 2021 Stock Incentive Plan. 99.1 Notice of Effective Date. 99.2 Press Release, datedApril 23, 2021 .
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
# Certain schedules and similar attachments have been omitted. The Parent agrees
to furnish a supplemental copy of any omitted schedule or attachment to the
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