Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On
On the Closing Date, the Company entered into an indenture (the "Indenture") by
and among the Company,
The Notes are secured by second-priority liens on the same collateral that secures the Company's revolving credit facility (the "Credit Facility"); provided, however, that pursuant to the terms of the Intercreditor Agreement (as defined below), the security interest in such collateral that secures the Notes and the related guarantees will be contractually subordinated to liens thereon that secure the Credit Facility and certain other permitted priority lien obligations. Consequently, the Notes and the guarantees will be effectively subordinated to the Credit Facility and such other permitted priority lien obligations that the Company may issue in the future to the extent of the value of such collateral.
Prior to
On and after
The Indenture includes a number of covenants that, among other things, limit the
Company's ability and the ability of its Restricted Subsidiaries (as defined in
the Indenture), including the Guarantors, to (i) make investments; (ii) incur
additional indebtedness or issue certain types of preferred stock; (iii) create
certain liens; (iv) sell assets; (v) enter into agreements that restrict
dividends or other payments from the Company's subsidiaries to the Company; (vi)
consolidate, merge or transfer all or substantially all of the assets of the
Company; (vii) engage in transactions with affiliates; (viii) pay dividends or
make other distributions on capital stock or subordinated indebtedness; and (ix)
create subsidiaries that would not be restricted by the covenants of the
Indenture. These covenants are subject to important exceptions and
qualifications set forth in the Indenture. In addition, most of the
above-described covenants will terminate if both
The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest? breach of other agreements in the Indenture? defaults in failure to pay certain other indebtedness? the failure to pay certain final judgments against the Company or its Restricted Subsidiaries? the failure of certain guarantees to be enforceable? and certain events of bankruptcy or insolvency.
The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Indenture and the form of the Notes, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this report and is incorporated herein by reference.
Joinder to the Intercreditor Agreement
On
The foregoing description of the Priority Confirmation Joinder is qualified in its entirety by reference to the full text of the Priority Confirmation Joinder, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On
The press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state in
which the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state. The
Notes have not been registered under the Securities Act or any state securities
law and may not be offered or sold in
The information in this Item 7.01 of this report is being "furnished" pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
9.01 Financial Statements and Exhibits.
Exhibit Number Description 4.1* Indenture, dated as ofJanuary 27, 2023 , by and amongW&T Offshore, Inc. , the guarantors party thereto andWilmington Trust, National Association , as trustee. 4.2 Form of 11.750% Senior SecondLien Note due 2026 (included in Exhibit 4.1 hereto). 10.1 Priority Confirmation Joinder, dated as ofJanuary 27, 2023 , to the Intercreditor Agreement, byWilmington Trust, National Association , as Second Lien Collateral Trustee. 99.1 Press release datedJanuary 30, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and similar attachments have been omitted. The Company
agrees to furnish a supplemental copy of any omitted schedule or attachment to
the
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