Item 1.01 Entry into a Material Definitive Agreement. New Mexico Acquisition
On
The aggregate purchase price of the New Mexico Acquisition is
The foregoing description of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
10.50% Senior Unsecured Notes due 2028
On the Closing Date, the Company (as "Issuer") completed its issuance of
The Issuer may, at its option, redeem, at any time and from time to time on or
prior to
The Note Purchase Agreement contains customary terms and covenants, including limitations on the Company's ability to incur additional secured and unsecured indebtedness.
The foregoing description of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Amendment to Credit Agreement
On the Closing Date, the Company entered into the fourteenth amendment (the
"Fourteenth Amendment") to the credit facility dated
The foregoing description of the Fourteenth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The description of the New Mexico Acquisition set forth in Item 1.01 above is incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Arrangement of a Registrant.
The description of the Senior Notes and the Credit Facility set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On
In accordance with General Instruction B.2. of Form 8-K, the information furnished pursuant to Item 7.01 in this Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The Company intends to file the financial statements required by Item 9.01(a) as
part of an amendment to this Current Report on Form 8-K. The amendment will be
filed with the
(b) Pro Forma Financial Information
The Company intends to file the pro forma financial information required by Item
9.01(b) as part of an amendment to this Current Report on Form 8-K. The
amendment will be filed no later than 71 calendar days after the date this
Current Report on Form 8-K is required to be filed with the
(d) Exhibits Exhibit No. Description 2.1 Purchase and Sale Agreement datedFebruary 22, 2023 by and between Pecos Oil &Gas, LLC , as Seller, andRiley Exploration - Permian, LLC , as Purchaser (incorporated by reference from Exhibit 2.1 to the Registrant's Current Report on Form 8-K, as filed with theSecurities and Exchange Commission onFebruary 27, 2023 ). 4.1* Note Purchase Agreement, dated as ofApril 3, 2023 , amongRiley Exploration - Permian, LLC , as Issuer,Riley Exploration Permian, Inc. , as Parent, each of the subsidiaries of the Issuer party thereto as guarantors, each of the holders from time to time party thereto, andU.S. Bank Trust Company, National Association , as agent for the holders (including Form of 10.5% Senior Unsecured Note due 2028) 10.1* Fourteenth Amendment to the Credit Agreement dated as ofApril 3, 2023 , by and amongRiley Exploration Permian, Inc. ,Riley Exploration - Permian, LLC , as borrower,Truist Bank , as administrative agent, and the lenders party thereto 99.1* Press Release datedApril 4, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith
•Other than the Exhibits specifically listed above, schedules, annexes and other exhibits to the
Purchase and Sale Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but
will be furnished supplementally to the
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