Item 1.01
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Entry Into Material Definitive Agreement.
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As previously disclosed, on June 28, 2020, Lilis Energy, Inc., a Nevada corporation (the “Company”), and its consolidated subsidiaries Brushy Resources, Inc., ImPetro Operating LLC, ImPetro Resources, LLC, Lilis Operating Company, LLC and Hurricane Resources LLC (collectively, the “Filing Subsidiaries” and, together with the Company, collectively, the “Debtors”) filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) commencing cases for relief under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). In connection with the Chapter 11 Cases, on June 30, 2020, the Company entered into that certain Senior Secured Super-Priority Debtor-in-Possession Credit Agreement (as amended on August 17, 2020, August 21, 2020, August 28, 2020, September 8, 2020, September 30, 2020, October 7, 2020, and October 30, 2020, the “DIP Credit Agreement”) with the Filing Subsidiaries, as guarantors, BMO Harris Bank N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto (the “Lenders”).
On November 24, 2020, the Company, the Filing Subsidiaries, the Administrative Agent and the Lenders entered into a Seventh Amendment (the “Seventh Amendment”) to the DIP Credit Agreement. The Seventh Amendment, among other things, amended the Scheduled Maturity Date (as defined in the DIP Credit Agreement) and certain provisions related to the repayment and prepayment of the Loans (as defined in the DIP Credit Agreement).
On December 2, 2020, the Company, the Filing Subsidiaries, the Administrative Agent and the Lenders entered into an Eighth Amendment (the “Eighth Amendment”) to the DIP Credit Agreement. The Eighth Amendment, among other things, amended the Scheduled Maturity Date (as defined in the DIP Credit Agreement).
The foregoing descriptions of the Seventh Amendment and the Eighth Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Seventh Amendment and Eighth Amendment, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 1.03
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Bankruptcy or Receivership.
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As previously disclosed, on November 17, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”), among other things, confirming the Modified Debtors’ First Amended Joint Liquidating Chapter 11 Plan [Docket No. 647] (as amended, modified or supplemented from time to time, the “Plan”). The Plan is attached to the Confirmation Order as Exhibit A. Capitalized terms used but not otherwise defined in the Current Report on Form 8-K have the meanings given to them in the Plan.
On December 4, 2020, all conditions precedent to the Plan’s effectiveness were satisfied or waived in accordance with the Plan (the “Effective Date”). Each of the Debtors has been dissolved and cease to exist, effective as of the Effective Date after the transfer of any remaining assets of their respective estates to the Liquidation Trust pursuant to the terms of the Plan, and all existing certificates of incorporation and by-laws will be cancelled, effective as of the Effective Date, and no new certificates of incorporation and by-laws will be necessary
As described in the Company’s Current Report on Form 8-K filed on November 16, 2020, the Debtors entered into a Purchase and Sale Agreement to sell substantially all of their Assets for a cash purchase price of $46.6 million, subject to customary adjustments (the “Sale”), which sale closed on December 1, 2020. After the payment of certain claims on the Effective Date made in accordance with the terms of the Plan, remaining net cash proceeds from the Sale, together with any miscellaneous assets not sold pursuant to the Sale, including certain causes of action, have been contributed to the Liquidation Trust as part of the Liquidation Trust Assets. The Company’s notes, instruments, certificates, credit agreements, indentures and other documents evidencing Claims or Interests, and any Existing Equity Interests, including all outstanding shares of common and preferred stock of the Company, have been cancelled as of the Effective Date.
The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the Plan and the Confirmation Order. The Confirmation Order, which includes the Plan attached as Exhibit A thereto, is attached to the Company’s Current Report on Form 8-K filed on November 23, 2020 as Exhibit 2.1 and is hereby incorporated by reference in this Item 1.03.
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