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 and Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 2, 2015
FAR EAST ENERGY CORPORATION
(Exact name of registrant as specified in
its charter)
| Nevada |
|
0-32455 |
|
88-0459590 |
|
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 333 N. Sam Houston Parkway East, Suite 230, Houston, Texas |
|
77060 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (832) 598-0470
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 July 2, 2015, Far
East Energy (Bermuda), Ltd. (the “Borrower”), a wholly-owned subsidiary of Far East Energy Corporation (the “Guarantor”),
the Guarantor and Standard Chartered Bank (the “Lender”) entered into the Twelfth Extension Agreement to the Facility
Agreement (the “Twelfth Extension Agreement”) to, among other things, extend the maturity date of the Facility Agreement
from July 3, 2015 to September 4, 2015. Interest due on July 3, 2015 will be deferred to the new maturity date of September 4,
2015. The Twelfth Extension Agreement contains certain customary representations, warranties, releases and confirmations.
The foregoing description
of the Twelfth Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the Twelfth
Extension Agreement attached hereto as Exhibit 10.1, the Extension Agreement to the Facility Agreement attached as Exhibit 10.79
to the Form 10-K filed on March 31, 2014, the Second Extension Agreement to the Facility Agreement attached as Exhibit 10.1 to
the Form 8-K filed on July 11, 2014, the Third Extension Agreement attached as Exhibit 10.1 to the Form 8-K filed on September
15, 2014, the Fourth Extension Agreement attached as Exhibit 10.1 to the Form 8-K filed on October 31, 2014, the Fifth Extension
Agreement attached as Exhibit 10.1 to the Form 8-K filed on November 28, 2014, the Sixth Extension Agreement attached as Exhibit
10.1 to the Form 8-K filed on January 5, 2015, the Seventh Extension Agreement attached as Exhibit 10.1 to the Form 8-K filed on
January 15, 2015, the Eighth Extension Agreement attached as Exhibit 10.1 to the Form 8-K filed on February 19, 2015, the Ninth
Extension Agreement attached as Exhibit 10.1 to the Form 8-K filed on April 1, 2015, the Tenth Extension Agreement attached as
Exhibit 10.1 to the Form 8-K filed on May 1, 2015, the Eleventh Extension Agreement attached as Exhibit 10.1 to the Form 8-K filed
on June 2, 2015 and to the Facility Agreement attached as Exhibit 10.1 to the Form 8-K filed on December 2, 2011, the first amendment
thereto attached as Exhibit 10.1 to the Form 8-K filed on May 25, 2012, the second amendment thereto attached as Exhibit 10.1 to
the Form 8-K filed on November 28, 2012, the third amendment thereto attached as Exhibit 10.1 to the Form 8-K filed on December
20, 2012, the fourth amendment thereto attached as Exhibit 10.3 to the Form 8-K filed on January 18, 2013, the fifth amendment
thereto attached as Exhibit 10.4 to the Form 8-K filed on January 18, 2013, and the sixth amendment thereto attached as Exhibit
10.1 to the Form 8-K filed on December 31, 2013, which are each incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
| |
Exhibit
Number |
Description |
| |
|
|
| |
10.1 |
Twelfth Extension Agreement to the Facility Agreement, dated July 2, 2015, among Far East Energy (Bermuda), Ltd., Far East Energy Corporation and Standard Chartered Bank. |
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.
Dated: July 2, 2015
| |
Far East Energy Corporation |
| |
|
|
| |
|
|
| |
By: |
/s/ Michael R. McElwrath |
| |
|
Michael R. McElwrath |
| |
|
Chief Executive Officer |
Index to Exhibits
|
Exhibit
Number |
Description |
| |
|
| 10.1 |
Twelfth Extension Agreement to the Facility Agreement, dated July 2, 2015, among Far East Energy (Bermuda), Ltd., Far East Energy Corporation and Standard Chartered Bank. |
EXHIBIT 10.1
TWELFTH EXTENSION AGREEMENT
This AGREEMENT (this
“Agreement”) is dated as of July 2, 2015 and made between:
| (1) | FAR EAST ENERGY (BERMUDA), LTD., a company incorporated in Bermuda with its registered
office at Clarendon House, 2 Church Street, Hamilton HM II, Bermuda with registration number 36700 (the “Borrower”); |
| (2) | FAR EAST ENERGY CORPORATION, a company incorporated in the State of Nevada, United States
of America, with its registered office at 711 S. Carson Street, Suite 4, Carson City, Nevada with registration number NV20001201882
(the “Guarantor”); and |
| (3) | STANDARD CHARTERED BANK as lender (the “Lender”). |
PRELIMINARY STATEMENTS:
| (A) | The Borrower, the Guarantor and the Lender are parties to that certain Facility Agreement dated
as of November 28, 2011 as amended by an Amendment Letter Agreement dated as of May 21, 2012, as further amended by a Second Amendment
to Facility Agreement dated as of November 28, 2012, as further amended by a Third Amendment to Facility Agreement dated as of
December 18, 2012, as further amended by a Fourth Amendment to Facility Agreement dated as of January 8, 2013, as further amended
by a Fifth Amendment to Facility Agreement dated as of January 15, 2013, and as further amended as of December 31, 2013 and extended
by Extension Agreement dated as of March 31, 2014, Second Extension Agreement dated as of July 9, 2014, Third Extension Agreement
dated as of September 12, 2014, Fourth Extension Agreement dated as of October 31, 2014, Fifth Extension Agreement dated
as of November 28, 2014, Sixth Extension Agreement dated as of December 31, 2014, Seventh Extension Agreement dated as of January
15, 2015, Eighth Extension Agreement dated as of February 18, 2015, Ninth Extension Agreement dated as of March 31, 2015, Tenth
Extension Agreement dated as of April 30, 2015 and Eleventh Extension Agreement dated as of June 1, 2015 (the “Eleventh
Extension Agreement”), providing for a secured term loan facility for the purposes described therein (collectively, the
“Facility Agreement”). |
| (B) | The Facility is fully drawn in the amount of U.S $21,000,000.00. |
| (C) | The Loans made under the Facility are due to be repaid on the Termination Date of July 3, 2015. |
| (D) | Accrued interest on each Loan is due on July 3, 2015 (the “July Interest Payment”). |
| (E) | A payment of $175,000 (the “Additional Payment”) is due the Lender on July 3,
2015 pursuant to Clause 4.2 of the Eleventh Extension Agreement. |
| (F) | The Borrower has requested that the Termination Date under the Facility Agreement be extended to
September 4, 2015, and that the July Interest Payment and the Additional Payment be deferred to the same date. |
NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements contained herein, it is agreed as follows:
In this Agreement:
“Effective
Date” means the date on which the Lender confirms to the Borrower that it has received all of the documents and other
evidence required under Clause 2 (Conditions Precedent and Effectiveness)
of this Agreement in form and substance satisfactory to the Lender.
| (a) | Capitalized terms used and not defined in this Agreement have the meaning ascribed to them in the
Facility Agreement. |
| (b) | The provisions of clause 1.2 (Construction) of the Facility Agreement apply to this Agreement as
if they were set out in full in this Agreement, except that references therein to ‘this Agreement’ are to be construed
as references to this Agreement. |
| 2. | Conditions Precedent and effectiveness |
It shall be
a condition precedent to the effectiveness of this Agreement that the Lender has received all of the following documents and other
evidence in form and substance satisfactory to the Lender:
| 2.1 | The following documents in respect of the Obligors: |
| (a) | A copy of the constitutional documents of each Obligor. |
| (b) | A copy of a resolution of the board of directors of each Obligor: |
| (i) | approving the terms of, and the transactions contemplated by, this Agreement and resolving that
it execute this Agreement; |
| (ii) | authorizing a specified person or persons to execute this Agreement on its behalf; |
| (iii) | authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents
and notices to be signed and/or dispatched by it under or in connection with this Agreement; and |
| (iv) | in the case of a Guarantor, resolving that it is in the best interests of the relevant guarantor
to enter into the transactions contemplated by this Agreement. |
| (c) | A specimen of the signature of each person authorized by the resolution referred to in paragraph
(b) above. |
| (d) | A certificate of an authorized signatory
of the relevant Obligor certifying that each copy document relating to it specified in this Clause 2
(Conditions Precedent and Effectiveness) is correct, complete and in full force and effect as at a date no earlier than
the Effective Date. |
| 2.2 | A duly executed original of this Agreement. |
| 2.3 | Evidence that any interest payable by the Borrower under the Facility Agreement (other than the
July Interest Payment) has been paid. |
| 2.4 | A copy of any other Authorization or other document, opinion or assurance which the Lender considers
to be necessary in connection with the entry into and performance of the transactions contemplated by any Finance Document. |
| 2.5 | Evidence that all costs and expenses of the Lender (including professional fees) incurred prior
to the Effective Date in connection with the Group, the Finance Documents and this Agreement have been paid by the Borrowers. |
| 3. | representations and warranties |
Each Obligor
jointly and severally represents and warrants to the Lender on the date of this Agreement and on the Effective Date that:
| (a) | The obligations expressed to be assumed by it in this Agreement are (subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors rights generally) legal, valid,
binding and enforceable obligations. |
| (b) | All of the representations and warranties contained in clauses 18.1 – 18.29 (Representations)
of the Facility Agreement are true and correct. |
| 4. | EXTENSION OF MATURITY OF THE LOANS |
| 4.1 | Subject to the conditions set forth in Clause 2 hereof, effective
as of the Effective Date the Lender hereby agrees to extend the Termination Date under the Facility Agreement to September 4, 2015
(except that, if the Termination Date would otherwise fall on a day which is not a Business Day, it will instead be the immediately
preceding Business Day). |
| 4.2 | It is further agreed that the Additional Payment due pursuant
to Clause 4.2 of the Eleventh Extension Agreement and the July Interest Payment shall be due on the Termination Date and if not
made when due shall constitute an Unpaid Sum (as defined in the Facility Agreement) accruing default interest at the rate set forth
in Clause 3.8 and shall be subject to the provisions set forth therein. |
| 5. | Release of lender and related parties |
| 5.1 | Each Obligor voluntarily and knowingly releases, holds harmless,
and forever discharges the Lender and each of the Lender’s predecessors, agents, shareholders, partners, directors, officers,
employees, representatives, professionals and their respective successors and assigns (the “Released Parties”) from
all possible claims, demands, actions, causes of action, damages, costs or expenses, and liabilities whatsoever, known or unknown,
anticipated or unanticipated, suspected or unsuspected, fixed, contingent, or conditional, at law or in equity, originating in
whole or in part on or before the Effective Date which any Obligor may now or hereafter have against any of the Released Parties
and irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, including,
without limitation, the exercise of any rights and remedies under, and all other matters relating to, the Finance Documents, and
the negotiation and execution of this Agreement. |
Without limiting
the generality of the provisions of Clause 33 (Amendments and Waivers) of the Facility Agreement, the consent set forth
herein shall be limited precisely as written and is provided solely for the purpose of extending the maturity of the Loans, and
this Agreement does not constitute, nor should it be construed as, a waiver of compliance by the Obligors of any other term, provision
or condition of the Facility Agreement or any other instrument or agreement referred to therein.
This Agreement
is a Finance Document.
The Borrower
agrees that the provisions of clause 16 (Costs and Expenses) of the Facility Agreement shall apply to this Agreement.
This Agreement
may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement.
The Parties
reserve all rights with respect to any continuing or future Default.
| (a) | The Guarantor hereby acknowledges that it has read this Agreement and consents to its terms, and
hereby confirms and agrees that, notwithstanding the effectiveness of this Agreement, its guarantee of the Borrower’s obligations
under the Finance Documents (the “Guaranteed Obligations”) shall not be impaired or affected and such
guarantee is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. |
| (b) | The Obligors acknowledge and agree that (i) all liens evidenced by the Facility Agreement and the
Security Documents are hereby ratified, confirmed and continued, (ii) the extension of maturity of the Loans pursuant to this Agreement,
the other agreements set forth herein and the execution of this Agreement shall not constitute a re-grant of any existing Security
granted in connection with the Facility Agreement (the “Existing Security”), (iii) the Existing Security shall
remain in full force and effect after giving effect to this Agreement, and (iv) the Existing Security extends to the Guaranteed
Obligations as amended pursuant to this Agreement. |
THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS APPLICABLE IN THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES).
[Signature page follows]
This Agreement has been
entered into as of the date stated at the beginning hereof.
SIGNATORIES
BORROWER:
FAR EAST ENERGY (BERMUDA),
LTD.
| By: |
/s/ Michael R. McElwrath |
|
| Name: |
Michael R. McElwrath |
|
| Title: |
Chairman |
|
GUARANTOR:
FAR EAST ENERGY CORPORATION
| By: |
/s/ Michael R. McElwrath |
|
| Name: |
Michael R. McElwrath |
|
| Title: |
CEO and President |
|
LENDER:
STANDARD CHARTERED BANK
| By: |
/s/ Marc Chait |
|
| Name: |
Marc Chait |
|
| Title: |
Director |
|
| By: |
/s/
Lorena Pinzon |
|
| Name: |
Lorena Pinzon |
|
| Title: |
GSAM Officer |
|
Signature page to Twelfth Extension Agreement