Current Report Filing (8-k)
October 10 2017 - 9:18AM
Edgar (US Regulatory)
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) October 4, 2017
Matador Resources Company
(Exact name of registrant as specified in its charter)
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Texas
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001-35410
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27-4662601
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5400 LBJ Freeway, Suite 1500, Dallas, Texas
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75240
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(972) 371-5200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On October 4, 2017, Matador Resources Company (the Company) entered into an underwriting agreement (the Underwriting Agreement)
with BMO Capital Markets Corp., as representative of the several underwriters named therein (collectively, the Underwriters), providing for the issuance and sale in an underwritten public offering by the Company of 8,000,000 shares of
its common stock (the Shares) at $26.09 per share (the Offering). The Offering is expected to close on October 10, 2017, subject to the satisfaction of customary closing conditions.
The offer and sale of the Shares was registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to a shelf
registration statement on Form
S-3
(File
No. 333-219932)
(the Registration Statement), which became effective upon filing with the Securities and
Exchange Commission on August 11, 2017.
In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form
8-K
(this Current Report) and incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure.
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On October 5, 2017, the Company issued a press release announcing the
pricing of the Offering. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
The information furnished pursuant to this
Item 7.01, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act
unless specifically identified therein as being incorporated therein by reference.
In connection with the Offering, the Company is filing the opinion of Gibson,
Dunn & Crutcher LLP as part of this Current Report that is to be incorporated by reference into the Registration Statement. The opinion of Gibson, Dunn & Crutcher LLP is filed as Exhibit 5.1 to this Current Report and incorporated
herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
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.
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MATADOR RESOURCES COMPANY
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Date: October 10, 2017
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By:
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/s/ Craig N. Adams
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Name:
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Craig N. Adams
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Title:
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Executive Vice President
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