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):
October 5, 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 October 5, 2015,
Far East Energy Corporation (the “Company”) and Far East Energy (Bermuda), Ltd. (“FEEB”), a wholly-owned
subsidiary of the Company, entered into an Amendment Agreement (the “Amendment”) with the lenders party thereto (collectively,
the "Lenders").
The Amendment amends
the facility agreement originally made and dated November 28, 2011 (as amended, the “Facility Agreement”) between the
Company, FEEB and Standard Chartered Bank (“SCB”) to, among other things, extend the maturity date of the Facility
Agreement to March 29, 2016. The rights and obligations of SCB under the Facility Agreement were transferred to the Lenders on
September 29, 2015.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of each
of which is attached hereto as Exhibit 10.1, 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, the sixth amendment thereto
attached as Exhibit 10.1 to the Form 8-K filed on December 31, 2013, 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, the Twelfth Extension Agreement attached as Exhibit 10.1 to the Form 8-K filed on July 2, 2015, and the
Thirteenth Extension Agreement attached as Exhibit 10.1 to the Form 8-K filed on September 11, 2015, which are each incorporated
by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| 10.1 |
|
Amendment Agreement, dated October 5, 2015, among Far East Energy Corporation, Far East Energy (Bermuda), Ltd. and the lenders party thereto. |
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: October 7, 2015
| |
Far East Energy Corporation |
| |
|
|
| |
By: |
/s/ Michael R. McElwrath |
| |
|
Michael R. McElwrath |
| |
|
Chief Executive Officer |
Index to Exhibits
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| 10.1 |
|
Amendment Agreement, dated October 5, 2015, among Far East Energy Corporation, Far East Energy (Bermuda), Ltd. and the lenders party thereto. |
EXHIBIT 10.1
AMENDMENT AGREEMENT
by and among
The Ashmore Funds named herein
as LENDERS
Far East Energy (Bermuda),
Ltd.
as BORROWER
Far East Energy Corporation
as GUARANTOR
Dated 05 October 2015
THIS AMENDMENT AGREEMENT
(this “Agreement”) is dated 05 October 2015 and made among:
| (1) | Far East Energy (Bermuda), Ltd. (the "Borrower") |
| (2) | Far East Energy Corporation (the "Guarantor"); and |
| (3) | The Ashmore Funds named herein (the “Lenders”) |
PREAMBLE
| (A) | A facility agreement was originally made and dated 28 November 2011 between the Guarantor, the
Borrower and Standard Chartered Bank (“SCB”) and the rights and obligations of SCB under such under facility
agreement, as amended, were transferred to the Lenders on 29 September 2015 (the "Original Facility Agreement"). |
| (B) | Pursuant to recent discussions, the Lenders, the Borrower and the Guarantor wish to extend the
repayment date set out in the Original Facility Agreement. |
IT IS AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| (a) | Unless a contrary indication appears, a term defined in the Original Facility Agreement has the
same meaning in this Agreement |
| (b) | The principles of construction set out in the Original Facility Agreement shall have effect as
if set out in this Agreement. |
Effective on and from the date
the conditions set out in Clause 4 below are satisfied,
| (a) | the existing definition of “Termination Date” in the Original Facility
Agreement shall be deleted in its entirety and replaced with the following: |
“"Termination
Date" means 29 March 2016.
| (b) | clause 7.5 of the Facility Agreement shall be deleted in its entirety. |
| 3. | DEFERRAL OF INTEREST PAYMENT AND ADDITIONAL PAYMENT |
Effective
on and from the date the conditions set out in Clause 4 below are satisfied, the due date for payment of the accrued interest
on each Loan and the Additional Payment (as defined in the thirteenth extension agreement dated September 10, 2015) shall be extended
to the new Termination Date mentioned in Clause 2.
It shall be a condition precedent
to the effectiveness of the amendments and deferral of interest set out in Clauses 2 and 3 above that the Lenders have received
all of the following documents in form and substance satisfactory to the Lenders:
| (a) | a certified copy of the constitutional documents of each Obligor; |
| (b) | a certified 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) | authorising a specified person or persons to execute this Agreement on its behalf; |
| (iii) | authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices to be signed and/or despatched by it under or in connection with this Agreement; and |
| (iv) | in the case of the Guarantor, resolving that it is 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 authorised by the resolution referred to in paragraph
(b) above; |
| (d) | a certificate of an authorised signatory of the relevant Obligor certifying that each copy document
relating to it specified in this Clause 4 is correct, complete and in full force and effect as at a date no earlier than the date
of this Agreement; and |
| (e) | an executed, original, copy of this Agreement. |
| 5.1 | 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. |
| 5.2 | 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 and the execution of this Agreement shall not constitute a re-grant of any existing Security
granted in connection with the Facility Agreement (“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 is, and all non-contractual obligations arising from or connected with it are, governed by and construed in accordance
with the laws of the State of New York. The Parties to this Agreement hereby submit to the exclusive jurisdiction of the
courts of the State of New York for purpose of any dispute, claim, action or settlement arising hereunder.
This Agreement
may be entered into and executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
By executing this Agreement,
each party hereto acknowledges and accepts the amendment of the Original Facility Agreement to be effected pursuant to this Agreement.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be signed in their respective names as of the date first above written.
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 |
|
THE ORIGINAL LENDERS
Northern Trust (Guernsey) Limited as
depositary and agent for and on behalf of ASHMORE EMERGING MARKETS CORPORATE HIGH YIELD FUND LIMITED
| By: |
/s/ Tom Humphries |
|
/s/ Lucy Mahy |
| |
Tom Humphries |
|
Lucy Mahy |
| |
Authorized Signatory |
|
Authorized Signatory |
Northern Trust (Guernsey) Limited as
depositary and agent for and on behalf of ASHMORE EMERGING MARKETS DISTRESSED DEBT FUND LIMITED
| By: |
/s/ Tom Humphries |
|
/s/ Lucy Mahy |
| |
Tom Humphries |
|
Lucy Mahy |
| |
Authorized Signatory |
|
Authorized Signatory |
Northern Trust (Guernsey) Limited as
custodian and agent for and on behalf of ASHMORE EMERGING MARKETS HIGH YIELD PLUS FUND LIMITED
| By: |
/s/ Tom Humphries |
|
/s/ Lucy Mahy |
| |
Tom Humphries |
|
Lucy Mahy |
| |
Authorized Signatory |
|
Authorized Signatory |
Northern Trust (Guernsey) Limited as
custodian and agent for and on behalf of ASHMORE EMERGING MARKETS TRI ASSET FUND LIMITED
| By: |
/s/ Tom Humphries |
|
/s/ Lucy Mahy |
| |
Tom Humphries |
|
Lucy Mahy |
| |
Authorized Signatory |
|
Authorized Signatory |
Northern Trust (Guernsey) Limited as
custodian and agent for and on behalf of ASHMORE GROWING MULTI STRATEGY FUND LIMITED
| By: |
/s/ Tom Humphries |
|
/s/ Lucy Mahy |
| |
Tom Humphries |
|
Lucy Mahy |
| |
Authorized Signatory |
|
Authorized Signatory |
Northern Trust (Guernsey) Limited as
depositary and agent for and on behalf of ASSET HOLDER PCC LIMITED re ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO
| By: |
/s/ Tom Humphries |
|
/s/ Lucy Mahy |
| |
Tom Humphries |
|
Lucy Mahy |
| |
Authorized Signatory |
|
Authorized Signatory |
The Northern Trust Company, London Branch
as custodian and agent for and on behalf of ASHMORE EMERGING MARKETS DEBT FUND
| By: |
/s/ Trevor Amos |
|
| |
Trevor Amos |
|
| |
Authorized Signatory |
|
Ashmore Investment Management Limited
as agent for and on behalf of ARIA CO PTY LTD as Trustee for ARIA ALTERNATIVE ASSETS TRUST
| By: |
/s/ Garry Beaton |
|
| |
Garry Beaton |
|
| |
Authorized Signatory |
|
Ashmore Investment Management Limited
as agent for and on behalf of BT PENSION SCHEME TRUSTEES LIMITED AS TRUSTEE OF THE BT PENSION SCHEME
| By: |
/s/ Garry Beaton |
|
| |
Garry Beaton |
|
| |
Authorized Signatory |
|
Ashmore Investment Advisors Limited
as agent for and on behalf of ASHMORE FUNDS, a Massachusetts Business Trust, ON BEHALF OF ASHMORE EMERGING MARKETS CORPORATE DEBT
FUND
| By: |
/s/ Paul Robinson |
|
| |
Paul Robinson |
|
| |
Authorized Signatory |
|
Ashmore Investment Advisors Limited
as agent for and on behalf of ASHMORE FUNDS, a Massachusetts Business Trust, on behalf of ASHMORE EMERGING MARKETS TOTAL RETURN
FUND
| By: |
/s/ Paul Robinson |
|
| |
Paul Robinson |
|
| |
Authorized Signatory |
|