UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 2012
CHAPARRAL ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 333-134748 | | 73-1590941 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
701 Cedar Lake Boulevard Oklahoma City, OK | | 73114 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (405) 478-8770
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On April 18, 2012, Chaparral Energy, Inc. (the “Company”) and certain of its subsidiaries entered into a Purchase Agreement with Credit Suisse Securities (USA) LLC, as representative of the several Initial Purchasers named therein (the “Initial Purchasers”), to sell to the Initial Purchasers $400,000,000 aggregate principal amount of its 7.625% senior notes due 2022 (the “Notes”). The Company intends to use the net proceeds from the offering of the Notes to fund a cash tender offer and consent solicitation for (the “Tender Offer and Consent Solicitation”), or the redemption by the Company of, its 8.875% senior notes due 2017, and for general corporate purposes. The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and certain of its subsidiaries, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities.
On April 17, 2012, the Company entered into a Seventh Amendment to its Eighth Restated Credit Agreement to increase the amount of additional debt permitted thereunder by $75,000,000 in connection with its offering of the Notes.
On April 18, 2012, the Company entered into a Solicitation Agent and Dealer Manager Agreement, pursuant to which the Company engaged Credit Suisse Securities (USA) LLC to act as its exclusive dealer manager and solicitation agent in connection with the Tender Offer and Consent Solicitation.
The descriptions of the provisions of the agreements set forth above are qualified in their entirety by reference to the full and complete terms of such agreements, copies of which are attached to this Current Report on Form 8-K as exhibits hereto.
Item 9.01 Financial Statements and Exhibits.
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| 10.1 | | Purchase Agreement dated as of April 18, 2012, by and among Chaparral Energy, Inc. and certain of its subsidiaries named therein, and Credit Suisse Securities (USA) LLC, as Representative of the several Initial Purchasers named therein. |
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| 10.2 | | Seventh Amendment to Eighth Restated Credit Agreement dated as of April 17, 2012. |
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| 10.3 | | Solicitation Agent and Dealer Manager Agreement dated April 18, 2012, by and between Chaparral Energy, Inc. and Credit Suisse Securities (USA) LLC. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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April 20, 2012 | | CHAPARRAL ENERGY, INC. |
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| | By: | | /s/ Joseph O. Evans |
| | Name: | | Joseph O. Evans |
| | Title: | | Chief Financial Officer and Executive Vice President |
Exhibit Index
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| 10.1 | | Purchase Agreement dated as of April 18, 2012, by and among Chaparral Energy, Inc. and certain of its subsidiaries named therein, and Credit Suisse Securities (USA) LLC, as Representative of the several Initial Purchasers named therein. |
| |
| 10.2 | | Seventh Amendment to Eighth Restated Credit Agreement dated as of April 17, 2012. |
| |
| 10.3 | | Solicitation Agent and Dealer Manager Agreement dated April 18, 2012, by and between Chaparral Energy, Inc. and Credit Suisse Securities (USA) LLC. |
