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): December 6, 2018 (December 4, 2018)
HighPoint Resources Corporation
(Exact name of registrant as specified in its charter)
     
Delaware
 
333-222275
 
82-3620361
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
 
 
 
 
 
 
 
1099 18th Street, Suite 2300
Denver, Colorado
 
80202
 
 
(Address of principal executive office)
 
(Zip Code)
 
 
 
 
 
 
 
 
 
 
 
(303) 293-9100
 
 
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
 
 
 
 
 
 
N/A
 
 
 
 
(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))

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 1.01      Entry into a Material Definitive Agreement.
The information set forth in Item 5.02 is incorporated by reference herein to the extent required.
Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2018, the Board of Directors (the “Board”) of HighPoint Resources Corporation (the “Company”) appointed Lori A. Lancaster to serve as a director of the Company, effective immediately. Ms. Lancaster has been appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee.

Ms. Lancaster is a former Managing Director of the Global Energy Group at UBS Securities. Prior to UBS, she was a Managing Director in the Global Natural Resources groups at Goldman, Sachs & Co. and Nomura Securities.  During Ms. Lancaster's 18-year tenure in investment banking, she led or was a key member of the execution team on more than $60 billion of announced energy M&A deals, and led the structuring and execution of numerous capital market transactions.  

Ms. Lancaster earned a bachelor’s degree from Texas Christian University and a Master of Business Administration degree from the University of Chicago’s Booth School of Business. She also previously served as an independent director on Energen Corporation’s Board of Directors.

Ms. Lancaster will participate in the Company’s standard non-employee director compensation arrangements pursuant to which non-employee directors receive an annual cash retainer of $65,000 and an annual restricted stock unit grant with an estimated value of $125,000. In addition, Ms. Lancaster will enter into the Company’s standard indemnification agreement, a form of which was included as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 filed with the Securities and Exchange Commission on May 8, 2018.

There is no arrangement or understanding pursuant to which Ms. Lancaster was appointed as a director. Ms. Lancaster has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Immediately prior to the effectiveness of Ms. Lancaster’s appointment, the Company entered into a waiver of that certain Stockholders Agreement, dated as of March 19, 2018, by and among the Company, Fifth Creek Energy Company, LLC and NGP Natural Resources XI, L.P., pursuant to which each party agreed to an increase in the size of the Board so as to permit Ms. Lancaster’s appointment. A copy of the waiver is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 7.01      Regulation FD Disclosure.

On December 6, 2018, the Company issued a press release relating to the matters described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01.      Financial Statements and Exhibits
(d)    Exhibits
Exhibit Number
 
Description of Exhibit
10.1
 
Waiver to Stockholders Agreement, dated as of December 4, 2018, by and among HighPoint Resources Corporation, Fifth Creek Energy Company, LLC and NGP Natural Resources XI, L.P.
99.1
 
Press Release, dated December 6, 2018.





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.



Date:
December 6, 2018
 
BILL BARRETT CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Kenneth A. Wonstolen
 
 
 
 
Kenneth A. Wonstolen
 
 
 
 
Senior Vice President - General Counsel; and Secretary





EXHIBIT INDEX

Exhibit Number
 
Description of Exhibit
10.1
 
99.1
 




WAIVER TO STOCKHOLDERS AGREEMENT
This waiver (the “ Waiver ”) is entered into effective as of December 4, 2018 (the “ Effective Date ”) by and among HighPoint Resources Corporation, a Delaware corporation (the “ Company ”), Fifth Creek Energy Company, LLC, a Delaware limited liability company (the “ Investor ”), and NGP Natural Resources XI, L.P. (the “ Fund ”), and relates to that certain Stockholders Agreement, by and among the Company, the Investor and the Fund dated as of March 19, 2018 (the “ Agreement ”).
WITNESSETH:
WHEREAS, Section 1.1(a) of the Agreement provides that the board of directors of the Company (the “ Board ”) shall be comprised of no more than eleven members;
WHEREAS, the Board currently consists of eleven members;

WHEREAS, the Board, the Investor and the Fund all desire that Lori A. Lancaster be appointed as a member of the Board, and therefore to increase the number of authorized directorships on the Board to twelve, subject to the terms set forth herein.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Company, the Investor and the Fund hereby agree that, notwithstanding anything to the contrary in the Agreement:
1. At the meeting of the Board to be held on or about December 4, 2018, the Board may increase the number of authorized directorships on the Board to twelve subject to the terms set forth herein, and may fill the resulting vacancy by appointing Ms. Lancaster to the Board, to serve until the Company’s 2019 annual meeting of stockholders.
2. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board may nominate and recommend that stockholders of the Company re-elect Ms. Lancaster to the Board at the Company’s 2019 annual meeting of stockholders.
3. Following the Company’s 2019 annual meeting of stockholders, upon the recommendation of the Nominating and Corporate Governance Committee or any successor to such committee, the Board may nominate and recommend that stockholders of the Company re-elect Ms. Lancaster to the Board at any meeting of the Company’s stockholders at which directors are to be elected unless the Investor provides written notice to the Company of its objection to such nomination and recommendation at least 120 days in advance of such meeting (or, in the case of a special meeting, such shorter period as is reasonable in the circumstances).
4. For so long as Ms. Lancaster is a member of the Board, she shall not be considered either a “Board Representative” or a “Non-Investor Director” (as those terms are defined in the Agreement) for purposes of the Agreement, and all provisions of the Agreement relating to the composition of the Board shall be interpreted to the maximum extent practicable as if she were not a member of the Board.

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5. The waiver to increase the size of the Board to twelve shall apply for so long as Ms. Lancaster is a member of the Board. In the event that she is not appointed to the Board or upon joining the Board she otherwise ceases to be a member of the Board, as applicable, the waiver granted herein to increase the size of the Board to twelve members shall be deemed withdrawn and to the extent required pursuant to the Agreement, the Company shall need to seek another waiver for purposes of increasing the authorized directorships.

[Remainder of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their respective authorized officers on the date and year first above written.

HIGHPOINT RESOURCES CORPORATION

By: /s/ R. Scot Woodall
Name: R. Scot Woodall    
Title: Chief Executive Officer
FIFTH CREEK ENERGY COMPANY, LLC
By: /s/ Michael Starzer     
Name:Michael Starzer
Title: Chairman & CEO



NGP NATURAL RESOURCES XI, L.P.
By: G.F.W. Energy XI, L.P., general partner
By: G.F.W. XI, L.L.C., general partner

By: /s/ Tony R. Weber
Name: Tony R. Weber    
Title: Authorized Person    


     A051118A05.JPG


    
For immediate release


HighPoint Resources Announces the Appointment of Lori A. Lancaster
to its Board of Directors

DENVER - December 6, 2018 - HighPoint Resources Corporation (“HighPoint” or the “Company”) (NYSE: HPR) today announced that its Board of Directors has appointed Lori A. Lancaster as a director of the Company, effective December 4, 2018. She will serve as an independent director and as a member of the Audit Committee and the Nominating and Corporate Governance Committee.

Ms. Lancaster has extensive experience in the oil and gas sector and is a former Managing Director of the Global Energy Group at UBS Securities. Prior to UBS she was a Managing Director in the Global Natural Resources groups at Goldman, Sachs & Co. and Nomura Securities. During her 18-year tenure in investment banking, she led or was a key member of the execution team on more than $60 billion of announced energy M&A deals and led the structuring and execution of numerous capital market transactions. She also previously served as an independent director on Energen Corporation’s Board of Directors.

Jim Mogg, Chairman of the Board, commented, "On behalf of the Board, we would like to welcome Lori to HighPoint. We are pleased to have an individual with Lori’s extensive oil and gas background joining HighPoint and are confident that her experience will enhance the strategic viewpoint of the Board as we continue to execute our growth strategy."

ABOUT HIGHPOINT RESOURCES CORPORATION

HighPoint Resources Corporation (NYSE: HPR) is a Denver, Colorado based company focused on the development of oil and natural gas assets located in the Denver-Julesburg Basin of Colorado. Additional information about the Company may be found on its website www.hpres.com .

Company contact: Larry C. Busnardo, Vice President, Investor Relations, 303-312-8514








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