Item 1.01. Entry into a Material Definitive Agreement.
On
The Loan Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Total Consolidated Debt to Total Capitalization (as such terms are defined in the Loan Agreement) of the Company and its consolidated subsidiaries to 0.650 to 1.000, and customary events of default.
The Company expects that certain of the lenders under the Loan Agreement will have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Company or its affiliates, and affiliates or certain of these lenders have served in the past as underwriters in public offerings of securities by the Company, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Forward-Looking Statements
This current report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Words such as
"anticipate," "estimate," "expect," "forecast," "guidance," "could," "may,"
"should," "would," "believe," "intend," "project," "plan," "predict," "will,"
"target" and similar expressions identify forward-looking statements, which are
not historical in nature. The Company's forward-looking statements may include,
without limitation: projected budget and capital and exploratory expenditures;
the Company's plan to syndicate the loan; business strategy; future financial
and operational results; and future economic and market conditions in the oil
and gas industry. Forward-looking statements are based on the Company's current
understanding, assessments, estimates and projections of relevant factors and
reasonable assumptions about the future. Forward-looking statements are subject
to certain known and unknown risks and uncertainties that could cause actual
results to differ materially from the Company's historical experience and
current projections or expectations of future results expressed or implied by
these forward-looking statements, including: fluctuations in market prices of
crude oil, natural gas liquids and natural gas and competition in the oil and
gas exploration and production industry; the Company's ability to fully
syndicate the loan; potential disruption or interruption of operations due to
catastrophic and other events; reduced demand for products, including as a
result of outbreaks of infectious diseases; the ability of the Company's
contractual counterparties to satisfy their obligations to the Company; any
limitations on access to capital or increase in cost of capital, including as a
result of weakness in the oil and gas industry or negative outcomes within
commodity and financial markets; and other factors described in Item 1A-Risk
Factors in the Company's Annual Report on Form 10-K for the year ended
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intend to, update these forward-looking statements to reflect events or
circumstances occurring after this current report on Form 8-
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Loan Agreement, dated as ofMarch 16, 2020 , amongHess Corporation , the lenders party thereto, andJPMorgan Chase Bank, N.A ., as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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