UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2020 (November 2, 2020)
HighPoint Resources Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-38435 | 82-3620361 | ||||||||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
555 17th Street, Suite 3700
Denver, Colorado 80202
(Address of principal executive offices, including zip code)
(303) 293-9100
(Registrant's telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Common Stock, $.001 par value | HPR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On November 2, 2020, HighPoint Resources Corporation, as a guarantor, its wholly owned subsidiary, HighPoint Operating Corporation, as borrower (the “Borrower”), and the Borrower’s subsidiary entered into a Second Amendment to Fourth Amended and Restated Credit Agreement (the “Amendment”) with certain lenders, including JPMorgan Chase Bank, N.A., as administrative agent. The Amendment amends the Borrower’s Fourth Amended and Restated Credit Agreement dated as of September 14, 2018 (as previously amended and as further amended by the Amendment, the “Credit Agreement”).
In connection with the Amendment and as part of our semi-annual redetermination of our borrowing base, the aggregate elected commitment amount was reduced from $300.0 million to $185.0 million, and the borrowing base was reduced from $300.0 million to $200.0 million. The borrowing base will remain at $200.0 million until the next redetermination or adjustment of the borrowing base made in accordance with the terms of the Credit Agreement. In addition, the Amendment, among other things, eliminated a minimum availability requirement for borrowings under the Credit Agreement and made changes to certain covenants.
The foregoing description of the Amendment is qualified in its entirety by reference to the full and complete terms of the Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description of Exhibits | |||||||
10.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | November 6, 2020 | HIGHPOINT RESOURCES CORPORATION | ||||||||||||
By: | /s/ Kenneth A. Wonstolen | |||||||||||||
Kenneth A. Wonstolen | ||||||||||||||
Senior Vice President - General Counsel; and Secretary |