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): September 28, 2020
Montage Resources Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-36511 |
46-4812998 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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122 West John Carpenter Freeway, Suite 300 Irving, Texas |
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75039 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (469) 444-1647
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 (see General Instructions A.2. below):
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, Par Value $0.01 Per Share |
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MR |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01Entry into a Material Definitive Agreement.
On September 28, 2020, Montage Resources Corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, Bank of Montreal, as administrative agent (the “Administrative Agent”), and each of the lenders that are party thereto, relating to the Third Amended and Restated Credit Agreement, dated as of February 28, 2019, by and among the Company, the Administrative Agent, and each of the lenders that are party thereto (as amended, the “Credit Agreement”).
Pursuant to the Letter Agreement, the lenders that are party thereto, constituting all of the lenders that are party to the Credit Agreement, agreed to, among other things, (i) postpone the scheduled redetermination of the borrowing base under the Credit Agreement from October 1, 2020 until on or about November 15, 2020, (ii) consent to the Company’s sending of a notice of redemption to the holders of the Company’s 8.875% Senior Notes due 2023 (the “Senior Notes”) in accordance with the terms of the Agreement and Plan of Merger, dated as of August 12, 2020, by and between the Company and Southwestern Energy Company (the “Merger Agreement”), and (iii) consent to the redemption of the Senior Notes in full; provided, that such redemption occurs concurrently with the date that the secured obligations under the Credit Agreement are paid in full in cash and the transactions contemplated by the Merger Agreement are consummated. The borrowing base under the Credit Agreement will remain $475 million until otherwise redetermined or adjusted pursuant to the provisions of the Credit Agreement. The Company’s ability to borrow under the Credit Agreement, on and subject to the terms and conditions thereof, is not impacted by the Letter Agreement.
The description of the Letter Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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MONTAGE RESOURCES CORPORATION |
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Date: October 1, 2020 |
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By: |
/s/ Paul M. Johnston |
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Name: |
Paul M. Johnston |
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Title: |
Executive Vice President, General Counsel and Corporate Secretary |
Execution Version
Exhibit 10.1
September 28, 2020
Montage Resources Corporation
122 W. John Carpenter Freeway, Suite 300
Irving, Texas 75039
Attention: Chief Financial Officer
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Re: |
Third Amended and Restated Credit Agreement (such agreement, as amended, restated, amended and restated, supplemented or otherwise modified to date, the “Credit Agreement”) dated as of February 28, 2019, among Montage Resources Corporation (the “Borrower”), each of the Lenders from time to time party thereto, and Bank of Montreal as administrative agent (together with its successors in such capacity, the “Administrative Agent”). |
To Whom It May Concern:
This letter relates to the Credit Agreement. Each capitalized term not defined herein shall have the meaning assigned such term in the Credit Agreement. All references to sections in this letter shall be to sections of the Credit Agreement unless otherwise indicated.
The Borrower has informed the Administrative Agent that it has entered into an Agreement and Plan of Merger dated as of August 12, 2020 (as amended, supplemented or otherwise modified, the “Merger Agreement”), with Southwestern Energy Company, a Delaware corporation (“Southwestern”), pursuant to which, among other things, Southwestern will acquire all of the outstanding shares of common stock of the Borrower (together with the other transactions contemplated by the Merger Agreement, the “Merger Transactions”).
Borrowing Base Redetermination Postponement
In connection with the contemplated Merger Transactions, the Borrower has informed the Administrative Agent that it desires to postpone the Scheduled Redetermination for the October 1, 2020 Scheduled Redetermination Date until on or about November 15, 2020.
The Borrower has requested that the Required Lenders postpone, and the Lenders signatory hereto, which constitute the Required Lenders, do hereby postpone, the Scheduled Redetermination for the October 1, 2020 Scheduled Redetermination Date until on or about November 15, 2020 (the “Borrowing Base Redetermination Postponement”). The Borrowing Base Redetermination Postponement does not (a) extend to any other obligations or covenants in the Loan Documents that the Borrower or any Guarantor may have regarding any other Scheduled Redeterminations, (b) waive any rights in respect of any Interim Redetermination Dates or Optional Scheduled Redetermination Dates or (iii) constitute a maintenance of the Borrowing Base by the Required Lenders pursuant to Section 2.07(c)(iii) of the Credit Agreement. The Borrowing Base shall remain (i) $475,000,000 until the earlier to occur of the next Scheduled Redetermination Effective Date, the next Interim Redetermination Date or the next adjustment to the Borrowing
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Base pursuant to the provisions of the Credit Agreement and (ii) subject to the provisions of the Credit Agreement, including Section 2.07 thereof.
Permitted 2015 Bond Debt Redemption
In connection with the contemplated Merger Transactions, the Borrower has informed the Administrative Agent that pursuant to Section 5.5(h) of the Merger Agreement, it must (a) send the Redemption Notice (as defined in the Merger Agreement) to the holders of the Permitted 2015 Bond Debt and (b) Redeem the Permitted 2015 Bond Debt in full. The Borrower has requested that the Majority Lenders consent, and the Lenders signatory hereto, which constitute the Majority Lenders, do hereby consent, to (i) the Borrower’s sending of the Redemption Notice to the holders of the Permitted 2015 Bond Debt in accordance with the terms of the Merger Agreement and (ii) the Redemption of the Permitted 2015 Bond Debt in full; provided, that such Redemption occurs concurrently with the date that the Secured Obligations are Paid in Full in Cash and the Merger Transactions are consummated (and, if such Redemption does not occur at such time, it shall be subject to Section 9.04(b) of the Credit Agreement) (clauses (i) and (ii), collectively, the “Redemption Consent”).
Miscellaneous
The Borrower and each Guarantor hereby expressly (a) acknowledges the terms of this letter, (b) ratifies and affirms its obligations under, and acknowledges and renews 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 modified hereby, (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this letter, that (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) no Default or Event of Default has occurred and is continuing.
Neither the execution by the Administrative Agent or the Lenders of this letter, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a consent or waiver by the Administrative Agent or the Lenders of any defaults which may exist or which may occur in the future under the Credit Agreement and/or the other Loan Documents (collectively “Other Violations”). Similarly, nothing contained in this letter shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Other Violations, (ii) amend or (except as expressly provided herein) alter any provision of the Credit Agreement or the other Loan Documents, or (iii) constitute any course of dealing or other basis for altering any obligation of the Borrower or any Guarantor in the Loan Documents or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement or the other Loan Documents. Nothing in this letter shall be construed to be a consent by the Administrative Agent or the Lenders to any Other Violations.
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This letter (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York.
This letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this letter and/or any document to be signed in connection with this letter and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. The Borrowing Base Redetermination Postponement shall not become effective until the Administrative Agent receives counterparts of this letter executed by the Borrower, each Guarantor and the Lenders required to constitute the Required Lenders. The Redemption Consent shall not become effective until the Administrative Agent receives counterparts of this letter executed by the Borrower, each Guarantor and the Lenders required to constitute the Majority Lenders.
This letter is a Loan Document as such term is defined in the Credit Agreement and failure to comply with the terms hereof shall constitute an Event of Default under the Credit Agreement. THIS LETTER, 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 AMONG THE PARTIES.
[Signatures begin on next page.]
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If the foregoing correctly states your understanding with respect to the matters stated in this letter, please acknowledge by signing in the space provided below.
IN WITNESS WHEREOF, the parties hereto have caused this letter to be duly executed effective as of the date first written above.
Very truly yours,
BANK OF MONTREAL, as Administrative Agent
By: /s/ Kevin Utsey
Name:Kevin Utsey
Title:Managing Director
Signature Page to Postponement and Consent
BMO HARRIS FINANCING, INC.,
as a Lender
By: /s/ Kevin Utsey
Name:Kevin Utsey
Title:Managing Director
Signature Page to Postponement and Consent
as a Lender
By: /s/ George E. McKean
Name:George E. McKean
Title:Senior Vice President
Signature Page to Postponement and Consent
CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Christopher Kuna
Name:Christopher Kuna
Title:Senior Director
Signature Page to Postponement and Consent
as a Lender
By: /s/ Sydney G. Dennis
Name:Sydney G. Dennis
Title:Director
Signature Page to Postponement and Consent
as a Lender
By: /s/ Phil Ballard
Name:Phil Ballard
Title:Vice President
Signature Page to Postponement and Consent
as a Lender
By: /s/ David Baron
Name:David Baron
Title:Vice President
Signature Page to Postponement and Consent
ROYAL BANK OF CANADA,
as a Lender
By: /s/ Michael Sharp
Name:Michael Sharp
Title:Authorized Signatory
Signature Page to Postponement and Consent
CIT BANK, N.A.,
as a Lender
By: /s/ John Feeley
Name:John Feeley
Title:Director
Signature Page to Postponement and Consent
TRUIST BANK,
as a Lender
By: /s/ Benjamin L. Brown
Name:Benjamin L. Brown
Title:Director
Signature Page to Postponement and Consent
EAST WEST BANK,
as a Lender
By: /s/ Kaylan Hopson
Name:Kaylan Hopson
Title:First Vice President
Signature Page to Postponement and Consent
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Michael Real
Name:Michael Real
Title:Director
Signature Page to Postponement and Consent
THE HUNTINGTON NATIONAL BANK,
as a Lender
By: /s/ Cameron Hinojosa
Name:Cameron Hinojosa
Title:Vice President
Signature Page to Postponement and Consent
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Greg M. Hall
Name:Greg M. Hall
Title:Vice President
Signature Page to Postponement and Consent
GOLDMAN SACHS BANK USA,
as a Lender
By: /s/ Mahesh Mohan
Name:Mahesh Mohan
Title:Authorized Signatory
Signature Page to Postponement and Consent
BP ENERGY COMPANY,
as a Lender
By: /s/ Mark A. Galicia
Name:Mark A. Galicia
Title:Attorney-In-Fact
Signature Page to Postponement and Consent
Accepted and Agreed to as of the
the date first written above by:
BORROWER:
MONTAGE RESOURCES CORPORATION
By: /s/ Michael L. Hodges
Name:Michael L. Hodges
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
ECLIPSE RESOURCES-PA, LP
BLUE RIDGE MOUNTAIN RESOURCES, INC.
BAKKEN HUNTER, LLC
TRIAD HUNTER, LLC
HUNTER REAL ESTATE, LLC
VIKING INTERNATIONAL RESOURCES CO., INC.
By: /s/ Michael L. Hodges
Name:Michael L. Hodges
Title:Executive Vice President and Chief Financial Officer
Signature Page to Postponement and Consent