UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-33801
APPROACH RESOURCES INC.
(Exact name of registrant as specified in its charter)
One Ridgmar Centre
6500 West Freeway, Suite 900
Fort Worth, Texas 76116
(817) 989-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, par value $0.01 per share
7.00% Senior Notes due 2021
Guarantees of 7.00% Senior Notes due 2021
Preferred Stock, par value $0.01 per share
Depositary Shares
Warrants
Rights
Debt Securities
Guarantees of Debt Securities
(Title of each class of securities covered by this Form)*
None
(Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1) | ☐ | |
Rule 12g-4(a)(2) | ☐ | |
Rule 12h-3(b)(1)(i) | ☐ | |
Rule 12h-3(b)(1)(ii) | ☐ | |
Rule 15d-6 | ☒ | |
Rule 15d-22(b) | ☐ |
Approximate number of holders of record as of the certification or notice date:
Common Stock: 0**
7.00% Senior Notes due 2021: 0**
Guarantees of 7.00% Senior Notes due 2021: 0**
Preferred Stock: 0**
Depositary Shares: 0**
Warrants: 0**
Rights: 0**
Debt Securities: 0**
Guarantees of Debt Securities: 0**
| * | Each of the following subsidiaries that became a guarantor of certain of the securities listed above have been deemed co-registrants and are also included in this certification: |
Exact Name as Specified in their Charters
Approach Resources I, LP
Approach Oil & Gas Inc.
Approach Operating, LLC
Approach Delaware, LLC
Approach Services, LLC
Approach Midstream Holdings LLC
| ** | As previously disclosed, on November 18, 2019, Approach Resources Inc. (the “Company”) and all of its subsidiaries filed voluntary petitions seeking relief under chapter 11 (“Chapter 11”) of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”) under the caption In re Approach Resources Inc., et al., Case No. 19-36444 (Bankr. S.D. Tex.) (the “Chapter 11 Cases”). On September 14, 2020, the Court entered an Order Approving (a) The Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; and (b) The Assumption and Assignment of Certain Contracts and Unexpired Leases [Dkt. No. 605], pursuant to which the Court approved the sale of substantially all of the Company’s assets to Zarvona III-A, L.P. pursuant to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of September 3, 2020. The transactions contemplated by the Asset Purchase Agreement closed September 30, 2020. On October 30, 2020, the Company filed the Joint Plan of Liquidation of Approach Resources Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Dkt. No. 643], and subsequently filed the Amended Joint Plan of Liquidation of Approach Resources Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Dkt. No. 661] on November 9, 2020 and the Second Amended Plan of Liquidation of Approach Resources Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Dkt. No. 670] (the “Plan”) on November 12, 2020. On December 16, 2020, the Court entered an order (the “Confirmation Order”), pursuant to which the Court approved and confirmed the Plan, as amended by the Confirmation Order as applicable. The Plan became effective as of December 31, 2020, at which time all previously issued securities of the Company, including the securities listed in this Form 15, were cancelled and terminated. Following the effectiveness of the Plan, the administrator of the Plan will continue overseeing the winding down and dissolution of the Company and its subsidiaries. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Approach Resources Inc. and the co-registrants have caused this certification/notice to be signed on their behalf by the undersigned duly authorized person.
Date: January 6, 2021
| APPROACH RESOURCES INC. | ||
| By: | /s/ Allison D. Byman | |
| Name: | Allison D. Byman | |
| Title: | Plan Administrator and Authorized Person | |
| APPROACH RESOURCES I, LP | ||
| By: | Approach Operating, LLC, | |
| its sole general partner | ||
| By: | /s/ Allison D. Byman | |
| Name: | Allison D. Byman | |
| Title: | Plan Administrator and Authorized Person | |
| APPROACH OIL & GAS INC. | ||
| By: | /s/ Allison D. Byman | |
| Name: | Allison D. Byman | |
| Title: | Plan Administrator and Authorized Person | |
| APPROACH OPERATING, LLC | ||
| By: | /s/ Allison D. Byman | |
| Name: | Allison D. Byman | |
| Title: | Plan Administrator and Authorized Person | |
| APPROACH DELAWARE, LLC | ||
| By: | /s/ Allison D. Byman | |
| Name: | Allison D. Byman | |
| Title: | Plan Administrator and Authorized Person | |
| APPROACH SERVICES, LLC | ||
| By: | /s/ Allison D. Byman | |
| Name: | Allison D. Byman | |
| Title: | Plan Administrator and Authorized Person | |
| APPROACH MIDSTREAM HOLDINGS LLC | ||
| By: | /s/ Allison D. Byman | |
| Name: | Allison D. Byman | |
| Title: | Plan Administrator and Authorized Person | |
