Item 1.01. Entry Into a Material Definitive Agreement.
On June 24, 2020, Contango Oil & Gas Company (the “Company”) entered into an Open Market Sale Agreement (the “Sale Agreement”) among the Company and Jefferies LLC (the “Sales Agent”). Pursuant to the terms of the Sale Agreement, the Company may sell from time to time through the Sales Agent, shares of the Company’s common stock, par value $0.04 per share (“Common Stock”), having an aggregate offering price of up to $100,000,000 (the “Shares”). The Company intends to use the net proceeds from the offering, after deducting the Sales Agent’s commission and the Company’s offering expenses, to repay borrowings under its Credit Agreement, dated as of September 17, 2019, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto, as amended, and for general corporate purposes, including, but not limited to, acquisitions and exploratory drilling. The Shares to be sold, if any, will be issued pursuant to the Company’s shelf registration statement onForm S-3 that is currently on file (RegistrationNo. 333-238209).
Sales of the Shares, if any, pursuant to the Sale Agreement and under the prospectus supplement and accompanying prospectus may be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Each time the Company wishes to issue and sell Shares under the Sale Agreement, it will notify the Sales Agent of the number of Shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of Shares to be sold in any one day and any minimum price below which sales may not be made. Once the Company has so instructed the Sales Agent, unless the Sales Agent declines to accept the terms of such notice, the Sales Agent has agreed to use its commercially reasonable efforts consistent with its normal trading practice and sales practices to sell such Shares up to the amount specified on such terms. The obligations of the Sales Agent under the Sale Agreement to sell Shares are subject to a number of conditions that the Company must meet. The Company will pay the Sales Agent a commission of up to 3.0% of the gross proceeds of any Shares sold through the Sales Agent under the Sale Agreement, and also has provided the Sales Agent with customary indemnification rights.
The offering of Common Stock pursuant to the Sale Agreement will terminate upon the earlier of (i) the sale of all shares of Common Stock subject to the Sale Agreement and (ii) the termination of the Sale Agreement by either the Sales Agent or us. The Company and the Sales Agent each may terminate the Sale Agreement at any time upon ten trading days’ prior notice.
The summary of the Sale Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Sale Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report onForm 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
List of Exhibits
