Item 1.01
|
Amendment to a Material Definitive Agreement.
|
As previously reported, on
December 4, 2017, Bill Barrett Corporation (
we
,
our
or the
Company
) entered into an Agreement and Plan of Merger (the
Merger Agreement
) with Fifth Creek Operating
Company, LLC (
Fifth Creek
), Red Rider Holdco, Inc., a wholly owned subsidiary of the Company (
New Parent
), Rio Merger Sub, LLC, a direct wholly owned subsidiary of New Parent (
Rio Grande Merger
Sub
), Rider Merger Sub, Inc., a direct wholly owned subsidiary of New Parent (
Parent Merger Sub
), and, for limited purposes set forth in the Merger Agreement, Fifth Creek Energy Company, LLC and NGP Natural Resources XI,
L.P. Pursuant to the terms of the Merger Agreement, at the closing of the mergers contemplated by the Merger Agreement (collectively, the
Merger
) (a) Parent Merger Sub will be merged with and into the Company, with the Company
surviving the Merger, and (b) Rio Grande Merger Sub will be merged with and into Fifth Creek, with Fifth Creek surviving the Merger, as a result of which the Company and Fifth Creek will each become direct wholly owned subsidiaries of New
Parent.
In connection with the execution of the Merger Agreement and as previously disclosed, on or around December 5, 2017, we
launched consent solicitations pursuant to which we sought consents from holders of our 7.00% Senior Notes due 2022 and holders of our 8.75% Senior Notes due 2025 (collectively, the
Senior Notes
) to amend each of the indentures
governing the Senior Notes to, among other things, amend the defined term Change of Control in each of the indentures to provide that the Merger will not constitute a Change of Control under the indentures.
On December 13, 2017, the amendments with respect to both series of Senior Notes were approved by a majority of the holders of the
then-outstanding aggregate principal amount of Senior Notes governed by the applicable indenture, and, upon receipt of such consents, we entered into the Supplemental Indenture to the Fourth Supplemental Indenture, dated as of March 12, 2012,
by and among the Company, the subsidiary guarantors of the Company named therein, and Deutsche Bank Trust Company Americas, as trustee (the
Trustee
), relating to the 7.00% Senior Notes due 2022, and the First Supplemental
Indenture to the Indenture, dated as of April 28, 2017, by and among the Company, the subsidiary guarantors of the Company named therein, and Deutsche Bank Trust Company Americas, as Trustee, relating to the 8.75% Senior Notes due 2025
(collectively, the
Supplemental Indentures
).
We paid a consent fee equal to $2.50 per $1,000 principal amount of
Senior Notes for consents validly delivered and not validly revoked upon the execution and effectiveness of each Supplemental Indenture giving effect to the amendments. The aggregate amount of the consent fees paid was $1,668,975.
Copies of the Supplemental Indentures are included as exhibits to this report
on Form 8-K. The
foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to such exhibits.