Item 1.01 Entry into a Material Definitive Agreement. Description of Purchase Agreement
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The Purchase Agreement contains customary representations, warranties, covenants and indemnities by each of the applicable parties to the Purchase Agreement. The closing of the NM Acquisition is subject to the satisfaction or waiver of certain customary mutual closing conditions including; (i) the accuracy of the counterparty's representations and warranties in the Purchase Agreement, (ii) the counterparty's performance or compliance in all material respects with the covenants contained in the Purchase Agreement, (iii) the absence of material legal matters prohibiting the NM Acquisition; (iv) the absence of certain material purchase price adjustments described above, and (v) the counterparty being ready to deliver the closing deliverables. There can be no assurance that the conditions to closing the NM Acquisition will be satisfied.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated herein by reference.
Debt Commitment Letter
In connection with the Purchase Agreement, the Company entered into a commitment
letter dated
The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Letter, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Amendment to Credit Agreement
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The foregoing description of the 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 10.2 hereto and incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 7.01 Regulation FD Disclosure.
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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.
(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 10.1* Commitment Letter datedFebruary 22, 2023 by and betweenRiley Exploration Permian, Inc. andEOC Partners Advisors L.P. 10.2* Thirteenth Amendment to the Credit Agreement dated as ofFebruary 22, 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 datedFebruary 28, 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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