Item 1.01. Entry into a Material Definitive Agreement.
Offering of Class A Common Stock
On August 19, 2016, Jones Energy, Inc. (the
Company
) and Jones Energy Holdings, LLC (
JEH LLC
) entered into an Underwriting Agreement (the
Common Stock Underwriting Agreement
) with Credit Suisse Securities (USA) LLC and
J.P. Morgan Securities LLC, as representatives of the underwriters named therein
(the
Common Stock Underwriters
), with respect to the offer and sale of 21,000,000 shares of the Companys Class A common stock, par value $0.001 per share (the
Class A Common Stock
). The Common Stock Underwriting Agreement also provides the Common Stock Underwriters an option to purchase an additional 3,150,000 shares of Class A Common Stock within 30 days of the date of the Common Stock Underwriting Agreement. The Class A Common Stock will be issued pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-211568), which became effective July 26, 2016. The closing of the sale of Class A Common Stock is expected to occur on August 26, 2016.
The Common Stock Underwriting Agreement contains customary representations, warranties, conditions to closing, termination provisions, indemnification and other obligations of and agreements by the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended (the
Act
).
Certain of the Common Stock Underwriters and their respective affiliates have provided, and may in the future provide, various financial advisory, sales and trading, commercial and investment banking and other financial and non-financial activities and services to the Company and its affiliates, for which they received or will receive customary fees and expenses.
The summary of the Common Stock Underwriting Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Common Stock Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Offering of 8.0% Series A Perpetual Convertible Preferred Stock
On August 19, 2016, the Company and JEH LLC entered into an Underwriting Agreement (the
Preferred Stock Underwriting Agreement
) with Credit Suisse Securities (USA) LLC and
J.P. Morgan Securities LLC
(the
Preferred Stock Underwriters
) with respect to the offer and sale of 1,600,000 shares of the Companys 8.0% Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the
Preferred Stock
). The Preferred Stock Underwriting Agreement also provided the Preferred Stock Underwriters an option to purchase an additional 240,000 shares of Preferred Stock within 30 days of the date of the Underwriting Agreement. The Preferred Stock will be issued pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-211568), which became effective July 26, 2016, and an additional registration statement with respect thereto on Form S-3 (Registration No. 333-213201) filed under Rule 462(b) of the Act, which became effective upon filing on August 19, 2016. The closing of the sale of Preferred Stock is expected to occur on August 26, 2016.
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The Preferred Stock Underwriting Agreement contains customary representations, warranties, conditions to closing, termination provisions, indemnification and other obligations of and agreements by the Company and the underwriters, including for liabilities under the Act.
Certain of the Preferred Stock Underwriters and their respective affiliates have provided, and may in the future provide, various financial advisory, sales and trading, commercial and investment banking and other financial and non-financial activities and services to the Company and its affiliates, for which they received or will receive customary fees and expenses.
The summary of the Preferred Stock Underwriting Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Preferred Stock Underwriting Agreement, a copy of which is filed as Exhibit 1.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
EXHIBIT
NUMBER
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DESCRIPTION
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1.1
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Underwriting Agreement relating to the Class A Common Stock, dated as of August 19, 2016, by and among Jones Energy, Inc., Jones Energy Holdings, LLC and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein.
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1.2
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Underwriting Agreement relating to the Preferred Stock, dated as of August 19, 2016, by and among Jones Energy, Inc., Jones Energy Holdings, LLC and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC.
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