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): May 18, 2015
RESOLUTE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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27-0659371 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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1700 Lincoln Street, Suite 2800 Denver, CO |
80203 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: 303-534-4600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 May 18, 2015, Resolute Energy Corporation (the “Company”) and certain of its subsidiaries, as guarantors, entered into an Amendment to Secured Term Loan Agreement and Increased Facility Activation Notice-Incremental Term Loans (the “Amendment”) with Bank of Montreal, as administrative agent, and the lenders party thereto, pursuant to which the Company borrowed an additional $50 million of second lien term debt (the “Incremental Term Loans”) under its Secured Term Loan Agreement dated December 30, 2014 (the “Secured Loan Agreement”). Funding of the Incremental Term Loans occurred on May 19, 2015 (the “Closing”). The Incremental Term Loans have the same terms as the existing second lien borrowings under the Secured Loan Agreement, adjusted for the date of the Closing. The $50 million of Incremental Term Loans was placed with the same lenders that participated in the initial $150 million second lien closing in December 2014.
The Incremental Term Loans are provided for in the Twelfth Amendment to the Company’s Second Amended and Restated Credit Agreement, dated as of March 30, 2010, as amended (the “Credit Facility”). In connection with the Closing, the Company received all required consents for the Incremental Term Loans from Wells Fargo Bank, National Association, as administrative agent under the Credit Facility.
Net proceeds from the Incremental Term Loans, estimated at approximately $46 million after payment of transaction-related fees, expenses and discounts, were used to repay amounts outstanding under the Credit Facility. Borrowings under the Secured Term Loan Facility will generally bear interest at adjusted LIBOR plus 10%, with a 1% LIBOR floor. The Company’s borrowing base under the Credit Facility was automatically reduced by $10 million, to $260 million, effective upon the Closing.
The foregoing summary of the Amendment is qualified in its entirety by reference to the copy of the definitive document attached hereto as Exhibit 10.1 and incorporated herein by reference, and the Secured Term Loan Agreement filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed on December 31, 2014.
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 related to the Amendment to Secured Term Loan Agreement and Increased Facility Activation Notice is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Amendment to Secured Term Loan Agreement and Increased Facility Activation Notice-Incremental Term Loans, dated as of May 18, 2015, by and among Resolute Energy Corporation, as Borrower, certain subsidiaries of Resolute Energy Corporation, as guarantors, Bank of Montreal, as administrative agent, and the lenders party thereto. |
SIGNATURE
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.
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Date: May 19, 2015 |
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RESOLUTE ENERGY CORPORATION |
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By: |
/s/ James M. Piccone |
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James M. Piccone |
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President |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Amendment to Secured Term Loan Agreement and Increased Facility Activation Notice-Incremental Term Loans, dated as of May 18, 2015, by and among Resolute Energy Corporation, as Borrower, certain subsidiaries of Resolute Energy Corporation, as guarantors, Bank of Montreal, as administrative agent, and the lenders party thereto. |
Exhibit 10.1
AMENDMENT TO SECURED TERM LOAN AGREEMENT AND
INCREASED FACILITY ACTIVATION NOTICE-INCREMENTAL TERM LOANS
To: Bank of Montreal, as Administrative Agent
under the Credit Agreement referred to below
Reference is made to the Secured Term Loan Agreement, dated as of December 30, 2014 (as amended, supplemented or modified from time to time, the “ Credit Agreement ”), by and among Resolute Energy Corporation, a Delaware corporation, as Borrower, certain Subsidiaries of the Borrower as guarantors, Bank of Montreal, as Administrative Agent, and the other agents and lenders which are or become parties thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
This notice is an Increased Facility Activation Notice referred to in the Credit Agreement, and the Borrower and each Lender party hereto hereby notify you that:
1. Each Lender party hereto as a New Lender (each a “New Lender”) agrees to make an Incremental Term Loan in the amount set forth opposite such New Lender’s name on the signature pages hereof under the caption “Incremental Term Loan Amount”.
2. The Increased Facility Closing Date is May 18, 2015.
3. The aggregate principal amount of Incremental Term Loans contemplated hereby (the “May 2015 Incremental Term Loans”) is Fifty Million and 00/100 Dollars ($50,000,000.00).
4. The Incremental Term Loan of each New Lender party hereto shall mature and be repaid on the dates and in the amounts set forth in Section 3.01(a) of the Credit Agreement commencing on June 30, 2015.
5. The Applicable Margin for the May 2015 Incremental Term Loans contemplated hereby is 10.0% per annum in the case of Eurodollar Loans and 9.0% per annum in the case of ABR Loans.
6. The agreement of each New Lender party hereto to make an Incremental Term Loan on the Increased Facility Closing Date is subject to the satisfaction of the conditions precedent set forth in Section 2.07(c) of the Credit Agreement; provided however , that, each Lender under the Credit Agreement hereby waives the condition set forth in Section 2.07(c)(ix) of the Credit Agreement.
7. With respect to the May 2015 Incremental Term Loans made in connection with this notice, the provisions of Section 3.04(d) of the Credit Agreement shall apply; provided however, that references to the “Effective Date” contained therein shall be deemed to refer to the effective date of this Increased Facility Activation Notice.
8. The last sentence of Section 3.04(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“MOIC shall be calculated based on (A) with respect to Initial Term Loans, (i) the sum of all fees, original issue discount, interest, premiums, principal and other payments received in cash by the Lenders in respect of the Indebtedness under the Initial Term Loans since the Effective Date (excluding, for the avoidance of doubt, any reimbursement of out of pocket costs or expenses and any indemnification payments made to the Lenders not in respect of the Indebtedness), as the numerator and (ii) the
Signature Page to Activation Notice
highest principal amount of Initial Term Loans at any time outstanding as denominator; and (B) with respect to any issuance of Incremental Term Loans, (i) the sum of all fees, original issue discount, interest, premiums, principal and other payments received in cash by the Lenders in respect of the Indebtedness under such Incremental Term Loans since the date of funding of such Incremental Term Loans (excluding, for the avoidance of doubt, any reimbursement of out of pocket costs or expenses and any indemnification payments made to the Lenders not in respect of the Indebtedness), as the numerator and (ii) the highest principal amount of such issuance of Incremental Term Loans at any time outstanding as denominator.”
9. The Borrower and each Guarantor hereby (a) acknowledges the terms of this notice; and (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its 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, except as expressly amended or modified hereby.
[SIGNATURES BEGIN NEXT PAGE]
Signature Page to Activation Notice
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BORROWER: |
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RESOLUTE ENERGY CORPORATION |
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By: |
/s/ James M. Piccone |
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James M. Piccone |
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President |
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GUARANTORS: |
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HICKS ACQUISITION COMPANY I, INC. |
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RESOLUTE ANETH, LLC |
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RESOLUTE WYOMING, INC |
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RESOLUTE NATURAL RESOURCES COMPANY, LLC |
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BWNR, LLC |
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WYNR, LLC |
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RESOLUTE NORTHERN ROCKIES, LLC |
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RESOLUTE NATURAL RESOURCES SOUTHWEST, LLC |
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By: |
/s/ James M. Piccone |
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James M. Piccone |
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President |
Signature Page to Activation Notice
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Incremental Term Loan Amount |
LENDERS : |
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$1,549,693.37 |
RELIANCE STANDARD LIFE INSURANCE COMPANY, as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, its investment manager |
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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$1,033,128.91 |
SAFETY NATIONAL CASUALTY CORPORATION, as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, its investment manager |
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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$12,950,792.38 |
HIGHBRIDGE specialty loan SECTOR A INVESTMENT FUND, L.P. , as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, as Trading Manager |
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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$9,289,861.46 |
HIGHBRIDGE Principal Strategies - Specialty Loan Fund III, L.P. , as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, as Trading Manager |
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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Signature Page to Activation Notice
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$13,333,333.34 |
HIGHBRIDGE AIGUILLES ROUGES SECTOR A INVESTMENT FUND, L.P. , as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, as manager |
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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$4,304,703.81 |
HIGHBRIDGE specialty loan institutional holdings LIMITED, as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, its investment manager |
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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$2,662,703.39 |
HIGHBRIDGE Principal Strategies – Specialty Loan institutional FUND III, L.P . , as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, its Manager |
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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$1,375,783.34 |
HIGHBRIDGE Principal strategies - ndt Senior loan FUND, L.P . , as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, its manager |
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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Signature Page to Activation Notice
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$3,500,000.00 |
HIGHBRIDGE Principal strategies - jade real assets FUND, L.P. , as a Lender and as a New Lender
By: Highbridge Principal Strategies, LLC, its manager
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By: |
/s/ Don Dimitrievich |
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Don Dimitrievich |
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Managing Director |
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Signature Page to Activation Notice
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CONSENTED TO: |
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BANK OF MONTREAL , as Administrative Agent |
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By: |
/s/ Thomas Dale |
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Thomas Dale |
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Managing Director |
Signature Page to Activation Notice