UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2016

 

 

Eclipse Resources Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36511   46-4812998

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania

  16803
(Address of principal executive offices)   (Zip Code)

(814) 308-9754

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On February 24, 2016, Eclipse Resources Corporation (the “ Company ”) entered into the Second Amendment to Second Amended and Restated Credit Agreement (the “ Amendment ”), by and among the Company, as borrower, Bank of Montreal, as administrative agent (the “ Administrative Agent ”), and each of the lenders party thereto.

The Amendment amends the Second Amended and Restated Credit Agreement, dated as of June 11, 2015, as amended (the “ Credit Agreement ”), by and among the Company, the Administrative Agent and each of the lenders party thereto, to, among other things, adjust the Company’s quarterly minimum interest coverage ratio, which is the ratio of EBITDAX to Cash Interest Expense (as such terms are defined in the Credit Agreement), as follows: (i) not less than 1.15 to 1.00 for the quarter ending September 30, 2016; (ii) not less than 1.00 to 1.00 for each of the quarters ending December 31, 2016 and March 31, 2017; (iii) not less than 1.20 to 1.00 for the quarter ending June 30, 2017; and (iv) not less than 2.50 to 1.00 for the quarter ending September 30, 2017 and thereafter. In addition, the Amendment permits the sale of certain conventional properties of the Company and its subsidiaries, increases the Applicable Margin (as defined in the Credit Agreement) applicable to loans and letter of credit participation fees under the Credit Agreement by 0.5% and requires the Company to, within 60 days of the effectiveness of the Amendment, execute and deliver to the Administrative Agent additional mortgages on its oil and gas properties that include at least 90% of the Company’s Proved Reserves (as defined in the Credit Agreement).

The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 26, 2016, the Company received a written notice from the New York Stock Exchange (the “ NYSE ”) that the Company is not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual, which requires that the average closing price of a listed company’s common stock not be less than $1.00 over a consecutive 30 trading-day period (the “ Minimum Share Price Listing Standard ”). The Company intends to respond to the NYSE within 10 business days after its receipt of the notice, stating its intent to cure this deficiency.

Pursuant to Section 802.01C of the Listed Company Manual, the Company has six months from the date of receipt of the notice to regain compliance with the Minimum Share Price Listing Standard, and it can do so if, on the last trading day of any calendar month during such six-month period, the Company has (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. During the six-month period, the Company’s common stock will continue to be listed and traded on the NYSE, subject to compliance with the other listing standards, under the stock symbol “ECR” but with the added designation of “.BC” signifying that the Company is not currently in compliance with the NYSE’s continued listing standards.

On February 26, 2016, the Company issued a press release announcing its receipt of the notice from the NYSE. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

10.1    Second Amendment to Second Amended and Restated Credit Agreement, dated as of February 24, 2016, by and among Eclipse Resources Corporation, as borrower, Bank of Montreal, as administrative agent, and each of the lenders party thereto
99.1    Press Release, dated February 26, 2016


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ECLIPSE RESOURCES CORPORATION
By:  

/s/ Christopher K. Hulburt

Name:   Christopher K. Hulburt
Title:   Executive Vice President, Secretary and General Counsel

Date: February 26, 2016


Index to Exhibits

 

Exhibit
Number

  

Description

10.1    Second Amendment to Second Amended and Restated Credit Agreement, dated as of February 24, 2016, by and among Eclipse Resources Corporation, as borrower, Bank of Montreal, as administrative agent, and each of the lenders party thereto
99.1    Press Release, dated February 26, 2016

Exhibit 10.1

Execution Version

S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT

dated as of February 24, 2016

among

E CLIPSE R ESOURCES C ORPORATION ,

as Borrower,

B ANK OF M ONTREAL ,

as Administrative Agent,

K EY B ANK N ATIONAL A SSOCIATION ,

as Syndication Agent,

and

the Lenders Party Hereto

BMO C APITAL M ARKETS C ORP .

Lead Arranger and Sole Bookrunner

 

[S ECOND A MENDMENT TO S ECOND A MENDED

AND R ESTATED C REDIT A GREEMENT ]


SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) dated as of February 24, 2016, is among ECLIPSE RESOURCES CORPORATION, a Delaware corporation, the Lenders party hereto, and BANK OF MONTREAL, as Administrative Agent.

R E C I T A L S

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of June 11, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of January 21, 2016 (as further amended, restated, supplemented or modified from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B. The Borrower has requested that the Administrative Agent and the Majority Lenders amend, and the Administrative Agent and the Majority Lenders have agreed to amend, the Credit Agreement as herein set forth.

C. Now, therefore, to induce the Administrative Agent and the Majority Lenders to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement.

Section 2. Amendments to and Consent under the Credit Agreement .

(a) Amendment to Section 1.02 . Section 1.02 is hereby amended by:

(i) restating the defined term “Agreement” in its entirety to read as follows:

Agreement ” means this Second Amended and Restated Credit Agreement, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of January 21, 2016, as amended by that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of February 24, 2016, and as the same may be further amended, restated, supplemented, or modified from time to time.

 

   1   

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(ii) restating the Total Commitments Utilization Grid in the definition of “Applicable Margin” to read as follows:

 

Total Commitments Utilization Grid

 

Total Commitments Utilization Percentage

     <  25%      >  25%  <  50%      > 50%  <  75%      >  75% < 90%        > 90

Eurodollar Loans

     2.000%      2.250%      2.500%      2.750%        3.000

ABR Loans

     1.000%      1.250%      1.500%      1.750%        2.000

Undrawn Facility Fee Rate

     0.375%      0.375%      0.500%      0.500%        0.500

(iii) amending and restating the defined term “LC Commitment” to read as follows:

LC Commitment ” at any time means $75,000,000; provided that no Issuing Bank shall be obligated to issue Letters of Credit in an aggregate face amount in excess of $25,000,000 (or such greater amount as is agreed to in writing by such Issuing Bank) outstanding at any time.

(iv) adding the defined term “Consolidated Cash Balance” where alphabetically appropriate to read as follows:

Consolidated Cash Balance ” means, at any time, the aggregate amount of (a) cash and (b) Investments described in Section 9.05(c), (d), (e), (f), (g), and (h), in each case held by the Borrower and its Restricted Subsidiaries and excluding (i) Cash Collateral that is Cash Collateralizing obligations under Section 2.08 or Section 2.09 and (ii) any outstanding checks and electronic funds transfers.

(b) Amendment to Section 3.04(c) . Section 3.04(c) is hereby amended by (i) re-lettering existing clauses (v) and (vi) as clauses (vi) and (vii), respectively and (ii) adding a new clause (v) to read as follows:

(v) If, at the end of any Business Day, there is Revolving Credit Exposure and the Consolidated Cash Balance exceeds the greater of (a) $20,000,000 and (b) 12.5% of the Borrowing Base in effect on such Business Day, then the Borrower shall, no later than the second Business Day thereafter, (x) prepay Borrowings outstanding on such Business Day in an aggregate principal amount equal to the lesser of (1) such excess and (2) the amount of Borrowings then outstanding and (y) if a Default then exists, if any Revolving Credit Exposure remains after prepaying all Borrowings because of LC Exposure, Cash Collateralize such remaining Revolving Credit Exposure as provided in Section 2.08(j) , in each case to the extent any such excess remains on the date such prepayment is required to be made.

 

[S ECOND A MENDMENT TO S ECOND A MENDED

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(c) Amendment to Section 3.05(b) . The reference to “0.20%” in Section 3.05(b) is hereby amended to read “0.35%”.

(d) Amendment to Section 6.02 . A new clause (d) is hereby added to Section 6.02 to read as follows:

(d) At the time of each such Credit Event and also after giving effect thereto and the use of proceeds of such Credit Event on the date thereof, the Consolidated Cash Balance shall not exceed the greater of (a) $20,000,000 and (b) 12.5% of the Borrowing Base in effect at the time of such Credit Event.

(e) Amendments to Section 8.13 and Section 8.14 . Each reference to “80%” in Section 8.13 or Section 8.14 is hereby amended to read “90%”.

(f) Amendments to Section 8.14 .

(i) A new sentence is hereby added to the end of Section 8.14(a) to read as follows :

Notwithstanding anything to the contrary contained herein, the Borrower shall, or shall cause one or more of its Restricted Subsidiaries to, grant, within sixty (60) days of the Second Amendment Effective Date, to the Administrative Agent as security for the Secured Obligations a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Credit Parties which constitute Proved Reserves not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 90% of such total value.

(g) Amendment to Section 9.01(a) . The table in Section 9.01(a) is hereby restated in its entirety to read as follows:

 

Interest Coverage Ratio

  

Quarters ending June 30, 2015 and September 30, 2015

   2.50 to 1.00.

Quarter ending December 31, 2015

   1.75 to 1.00.

Quarters ending March 31, 2016 and June 30, 2016

   1.50 to 1.00.

Quarter ending September 30, 2016

   1.15 to 1.00.

Quarters ending December 31, 2016 and March 31, 2017

   1.00 to 1.00.

Quarter ending June 30, 2017

   1.20 to 1.00.

Quarters ending September 30, 2017 (and thereafter)

   2.50 to 1.00.

 

[S ECOND A MENDMENT TO S ECOND A MENDED

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(h) Amendment to Section 9.12(l) . Section 9.12(l) is hereby amended by (i) replacing the word “or” immediately before “(ii)” with “,”, and adding the phrase “ or (iii) one or more third parties of Oil and Gas Properties described in the Reserve Report of Netherland, Sewell & Associates, Inc. dated as of December 31, 2015 covering the “Conventional Properties” of the Borrower and its Restricted Subsidiaries for consideration equal to or greater than the fair market value thereof (as reasonably determined by a Responsible Officer of the Borrower) and not to exceed $10,000,000”.

(i) Amendment to Exhibit B . Exhibit B is hereby amended and restated as set forth on Annex I attached hereto.

Section 3. Conditions Precedent .

(a) This Amendment (other than Sections 2(e) and (f)) shall become effective on the date (such date, the “ Second Amendment Effective Date” ), when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):

(i) The Administrative Agent shall have received from the Majority Lenders, the Administrative Agent, the Borrower and each Guarantor, counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person.

(ii) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender, a fee in an amount equal to 0.20% multiplied by such Lender’s Applicable Percentage of the Borrowing Base in effect on the Second Amendment Effective Date, which fee shall be fully earned and due and payable on the Second Amendment Effective Date.

(iii) No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment.

(b) Sections 2(e) and (f) of this Amendment shall become effective on the date when (i) the condition set forth in Section 3(a)(ii) and (a) (iii) is satisfied and (ii) the Administrative Agent shall have received from all Lenders, the Administrative Agent, the Borrower and each Guarantor, counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person.

Section 4. Miscellaneous .

(a) Confirmation . The provisions of the Credit Agreement, as amended by this Amendment, remain in full force and effect following the effectiveness of this Amendment. The execution, delivery and effectiveness of this Amendment shall not, except as

 

[S ECOND A MENDMENT TO S ECOND A MENDED

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expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(b) Ratification and Affirmation; Representations and Warranties . Each of the Borrower and each Guarantor hereby:

(i) acknowledges the terms of this Amendment,

(ii) ratifies and affirms their respective obligations, and acknowledges their respective continued liability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, and

(iii) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment, all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, as of the date hereof, after giving effect to the terms of this Amendment, such representation and warranty continues to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representation and warranty is qualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects.

(c) Counterparts . This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart hereof.

(d) NO ORAL AGREEMENT . THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

(e) GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(f) Payment of Expenses . In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of one counsel to the Administrative Agent.

 

[S ECOND A MENDMENT TO S ECOND A MENDED

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(g) Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(h) Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties to the Credit Agreement and their respective successors and permitted assigns.

(i) Loan Document . This Amendment is a Loan Document.

[SIGNATURES BEGIN NEXT PAGE]

 

[S ECOND A MENDMENT TO S ECOND A MENDED

AND R ESTATED C REDIT A GREEMENT ]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

 

BORROWER:     ECLIPSE RESOURCES CORPORATION
    By:   /s/ Matthew R. DeNezza
    Name:   Matthew R. DeNezza
    Title:   Executive Vice President and
      Chief Financial Officer
GUARANTORS:     ECLIPSE RESOURCES I, LP
   

ECLIPSE GP, LLC

ECLIPSE RESOURCES – OHIO, LLC

ECLIPSE RESOURCES OPERATING, LLC

BUCKEYE MINERALS & ROYALTIES, LLC

ECLIPSE RESOURCES MIDSTREAM, LP

ECLIPSE RESOURCES MARKETING, LP

   
   
   
   
   
    By:   /s/ Matthew R. DeNezza
    Name:   Matthew R. DeNezza
    Title:   Executive Vice President and
      Chief Financial Officer

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


BANK OF MONTREAL,
as Administrative Agent and an Issuing Bank
By:   /s/ Kevin Utsey
Name:   Kevin Utsey
Title:   Director

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


BMO HARRIS FINANCING, INC.,
as a Lender
By:   /s/ Kevin Utsey
Name:   Kevin Utsey
Title:   Director

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


KEYBANK NATIONAL ASSOCIATION,
as Syndication Agent and as a Lender
By:   /s/ George E. McKean
Name:   George E. McKean
Title:   Senior Vice President

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


CITIBANK, N.A., as a Lender
By:   /s/ Cliff Vaz
Name:   Cliff Vaz
Title:   Vice President

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


DEUTSCHE BANK AG NY BRANCH, as a Lender
By:   /s/ Michael Shannon
Name:   Michael Shannon
Title:   Vice President
By:  

/s/ Anca Trifan

Name:   Anca Trifan
Title:   Managing Director

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


GOLDMAN SACHS BANK USA, as a

Lender

By:   /s/ Jerry Li
Name:   Jerry Li
Title:   Authorized Signatory

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


MORGAN STANLEY BANK, N.A., as a

Lender

By:   /s/ Dmitriy Barskiy
Name:   Dmitriy Barskiy
Title:   Authorized Signatory

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


ROYAL BANK OF CANADA, as a Lender
By:   /s/ Evans Swann, Jr.
Name:   Evans Swann, Jr.
Title:   Authorized Signatory

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


WELLS FARGO BANK, N.A. , as a Lender
By:  

/s/ Suzanne Ridenhour

Name:   Suzanne Ridenhour
Title:   Director

 

[S IGNATURE P AGE TO S ECOND A MENDMENT TO S ECOND A MENDED AND R ESTATED C REDIT A GREEMENT ]


EXHIBIT B

FORM OF BORROWING REQUEST

[                    ], 201[    ]

Eclipse Resources Corporation, a Delaware corporation (the “ Borrower ”), pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement dated as of June 11, 2015 (together with all amendments, restatements, supplements or other modifications thereto, the “ Credit Agreement ”) among the Borrower, Bank of Montreal, as Administrative Agent and the other agents and lenders (the “ Lenders ”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:

(i) Aggregate amount of the requested Borrowing is $[        ];

(ii) Date of such Borrowing is [                    ], 201[    ];

(iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];

(iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [        ];

(v) Amount of Borrowing Base in effect on the date hereof is $[        ] and the Aggregate Elected Commitment Amounts in effect on the date hereof is $[        ];

(vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure prior to giving effect to the requested Borrowing) is $[        ]; and

(vii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[        ];

(viii) Consolidated Cash Balance on the date hereof (prior to giving effect to the requested Borrowing) is $[        ];

(ix) Pro forma Consolidated Cash Balance (giving effect to the requested Borrowing and the use of proceeds on the date thereof) is $[        ]; and

(x) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows:

[                              ]

[                              ]

[                              ]

[                              ]

[                              ]

 

[A NNEX I – P AGE 1]


The undersigned certifies that he/she is the [            ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement.

 

ECLIPSE RESOURCES CORPORATION,
a Delaware corporation
    By:  

 

    Name:  

 

    Title:  

 

 

[A NNEX I – P AGE 2]

Exhibit 99.1

 

 

LOGO

Eclipse Resources Addresses NYSE Listing Standard

STATE COLLEGE, PA - February 26, 2016 - (BUSINESS WIRE) - Eclipse Resources Corporation (NYSE: ECR) (the “Company” or “Eclipse Resources”) today announced that the New York Stock Exchange (the “NYSE”) has notified the Company that it has fallen below the NYSE’s continued listing standard relating to the price of its common stock. The NYSE requires that the average closing price of a listed company’s common stock be no less than $1.00 per share over a consecutive 30 trading-day period. As of February 26, 2016, the date of the NYSE notice, the 30 trading-day average closing price of Eclipse Resources’ common stock was $0.93 per share.

Benjamin W. Hulburt, Eclipse Resources’ Chairman, President and CEO commented, “We do not believe that Eclipse Resources’ current stock price, which is almost 80 percent insider held, is indicative of the value of our Company. Eclipse Resources ended 2015 with liquidity of $281 million, which includes $184 million in cash, remaining well positioned to fund its operations.”

Under the NYSE’s rules, Eclipse Resources has a period of six months from the date of the NYSE notice to bring its share price and 30 trading-day average share price back above $1.00. During this period, Eclipse Resources’ common stock will continue to be traded on the NYSE, subject to the Company’s compliance with other NYSE continued listing requirements. As required by the NYSE, in order to maintain its listing, Eclipse Resources will notify the NYSE, that it intends to cure the price deficiency to the extent it becomes necessary.

About Eclipse Resources

Eclipse Resources is an independent exploration and production Company engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin, including the Utica and Marcellus Shales. For more information, please visit the Company’s website at www.eclipseresources.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this press release, regarding Eclipse Resources’ strategy, future operations, financial position, estimated revenues and income/losses, projected costs and capital expenditures, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “plan,” “endeavor,” “will,” “would,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Eclipse Resources’ current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements


described under the heading “Risk Factors” in Eclipse Resources’ Annual Report on Form 10-K filed with the Securities Exchange Commission on March 9, 2015 (the “2014 Annual Report”), and in “Item 1A. Risk Factors” of Eclipse Resources’ Quarterly Reports on Form 10-Q.

Forward-looking statements may include statements about Eclipse Resources’ financial condition; business strategy; reserves; general economic conditions; financial strategy, liquidity and capital required for developing its properties and timing related thereto; realized natural gas, NGLs and oil prices; timing and amount of future production of natural gas, NGLs and oil; its hedging strategy and results; future drilling plans; competition and government regulations, including those related to hydraulic fracturing; the anticipated benefits under its commercial agreements; pending legal matters relating to its leases; marketing of natural gas, NGLs and oil; leasehold and business acquisitions; the costs, terms and availability of gathering, processing, fractionation and other midstream services; general economic conditions; credit markets; uncertainty regarding its future operating results, including initial production rates and liquid yields in its type curve areas; and plans, objectives, expectations and intentions contained in this press release that are not historical.

Eclipse Resources cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond its control, incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil. These risks include, but are not limited to; legal and environmental risks, drilling and other operating risks, regulatory changes, commodity price volatility and the recent significant decline of the price of natural gas, NGLs, and oil, inflation, lack of availability of drilling, production and processing equipment and services, counterparty credit risk, the uncertainty inherent in estimating natural gas, NGLs and oil reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under the heading “Risk Factors” in the 2014 Annual Report and in “Item 1A. Risk Factors” of Eclipse Resources’ Quarterly Reports on Form 10-Q. Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, NGLs and oil that are ultimately recovered.

All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Eclipse Resources or persons acting on the Company’s behalf may issue.

Contact:

Eclipse Resources Corporation

Douglas Kris, 814-325-2059

Vice President: Investor Relations

dkris@eclipseresources.com