Current Report Filing (8-k)
December 29 2020 - 5:04PM
Edgar (US Regulatory)
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0001384195
2020-12-23
2020-12-23
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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): December 23, 2020
Ring Energy, Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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001-36057
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90-0406406
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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901 West Wall St. 3rd Floor
Midland, TX
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79701
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(Address of principal executive offices)
(Zip Code)
(432) 682-7464
(Registrant’s telephone number, including
area code)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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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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. ¨
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par value
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REI
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NYSE American
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Item 1.01
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Entry into a Material Definitive Agreement
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On
December 23, 2020, Ring Energy, Inc. (the “Company”) entered into the Third Amendment (the “Amendment”)
to its Amended and Restated Credit Agreement, dated as of April 9, 2019 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), by and among the Company, as borrower, Truist Bank as Administrative Agent,
and the lenders from time to time party thereto.
The Amendment, among
other things: (i) added a definition for “Fall 2020 Borrowing Base Hedges,” which specifies permitted hedging transactions
for calendar years 2021 and 2022; (ii) requires that the Company enter into the Fall 2020 Borrowing Base Hedges on or before January
22, 2021 and specifies that after entering into any Fall 2020 Borrowing Base Hedges, the Company will maintain such hedges in effect
and may not terminate or otherwise monetize such hedges; (iii) states that, beginning with the fiscal quarter ending June 30, 2019,
the Company will not, (A) as of the last day of any fiscal quarter (other than the fiscal quarter ending September 30, 2020 and
the fiscal quarter ending March 31, 2021), permit its leverage ratio to be greater than 4.0 to 1.0, (B) as of the last day of the
fiscal quarter ending September 30, 2020, permit its leverage ratio to be greater than 4.75 to 1.0, and (C) as of the last day
of the fiscal quarter ending March 31, 2021, permit its leverage ratio to be greater than 4.25 to 1.0; and (iv) reduced the borrowing
base under the Credit Agreement to $350 million until the next scheduled redetermination to occur on or around May 1, 2021.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
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The information set
forth in Item 1.01 is incorporated herein by reference to this Item 2.03.
Item 7.01
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Regulation FD Disclosure
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On
December 23, 2020, the Company issued a press release announcing (i) the results of the fall 2020 redetermination of the Credit
Agreement, (ii) that the Company paid down an additional $45 million against the Credit Agreement, and (iii) the addition of oil
hedges for calendar years 2021 and 2022. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form
8-K.
The
information set forth under Item 1.01 and Item 2.03 of this Current Report on Form 8-K are hereby incorporated in this Item 7.01
by reference.
The
information in Item 1.01, Item 2.03 and Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 10.1 and Exhibit
99.1, is being furnished pursuant to Item 1.01, Item 2.03 and Item 7.01 and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under
the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01
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Financial Statements and Exhibits
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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.
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Ring Energy, Inc.
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Date: December 29, 2020
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By:
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/s/ William R. Broaddrick
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William R. Broaddrick
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Chief Financial Officer
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