Current Report Filing (8-k)
February 21 2020 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 14, 2020
CARBON
ENERGY CORPORATION
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(Exact
name of registrant as specified in charter)
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Delaware
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000-02040
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26-0818050
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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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1700
Broadway, Suite 1170, Denver, Colorado
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80290
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(Address
of principal executive offices)
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(Zip
code)
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(720)
407-7030
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(Registrant's
telephone number including area code)
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(Former
Name or former address, if changed since last report)
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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):
☐ 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))
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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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 13a of the Exchange Act. ☐
Item
1.01 – Entry into a Material Definitive Agreement.
Amendment
to Amended and Restated Credit Agreement.
On
February 14, 2020, Carbon Appalachia Enterprises, LLC and Nytis Exploration (USA) Inc. (collectively, the “Borrowers”)
(each of which is a subsidiary of Carbon Energy Corporation (“Carbon” or the “Company”),
a Delaware corporation), entered into a Third Amendment (the “Amendment”) of the Amended and Restated
Credit Agreement dated as of December 31, 2018, by and among the Borrowers, Prosperity Bank (successor by merger to LegacyTexas
Bank), as administrative agent (the “Administrative Agent”), and the lenders from time to time party
thereto (as amended, the “Credit Agreement”). Pursuant to the Amendment, Borrowers, the Administrative
Agent and such lenders agreed to (i) amend certain provisions of the Credit Agreement (described below) and (ii) the
Administrative Agent and such lenders provided limited waivers of noncompliance with certain covenants under the Credit Agreement
(also described below).
Pursuant
to the Amendment, the parties agreed (i) that effective as of February 14, 2020, the Borrowing Base was reduced from $75
million to $73 million, (ii) that the Borrowing Base would be automatically reduced by a further $1 million on each of February
28, 2020 and March 31, 2020 and by a further $2 million on each of April 30, 2020 and May 1, 2020, (iii) that, on or before
March 31, 2020 and the effective date of the Borrowing Base redetermination as of May 1, 2020, the Borrowers will provide an annual
Borrower-prepared operating budget (or update) including an income statement, balance sheet, cash flow statement and capital expenditure
plan and thereafter provide such operating budget within 90 days after the last day of the fiscal year for the fiscal year during
which such operating budget is due and (iv) deleted the requirement that the Borrowers maintain a minimum Liquidity of $3
million. In connection with the Amendment, the Administrative Agent and the lenders provided limited waivers of the Borrower’s
noncompliance (xi) with the hedging requirement for the fiscal quarter ended September 30, 2019 and (xii) with the asset
sale covenant included in the Second Amendment.
The
above description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by the full text
of the Amendment, which is attached as an exhibit hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits:
*
Filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned, hereunto duly authorized.
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CARBON ENERGY CORPORATION
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February
21, 2020
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/s/
Patrick R. McDonald
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Patrick
R. McDonald,
Chief
Executive Officer
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2
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