UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 14, 2019
| CARBON ENERGY CORPORATION |
| (Exact name of registrant as specified in charter) |
| Delaware | | 000-02040 | | 26-0818050 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 1700 Broadway, Suite 1170, Denver, Colorado | | 80290 |
| (Address of principal executive offices) | | (Zip code) |
| | (720) 407-7030 | |
| | (Registrant's telephone number including area code) | |
| | | |
| | (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 (see General Instruction A.2. below):
☐ 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 or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| | | |
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 13a of the Exchange Act.☐
Item 1.01 –Entry into a Material Definitive Agreement.
Amendment to Amended and Restated Credit Agreement.
On August 14, 2019, Carbon Appalachia Enterprises, LLC and Nytis Exploration (USA) Inc. (collectively, the “Borrowers”) (each of which is a subsidiary of Carbon Energy Corporation (“Carbon” or the “Company”), a Delaware corporation), entered into a Second Amendment (the “Amendment”) of the Amended and Restated Credit Agreement dated as of December 31, 2018, by and among the Borrowers, LegacyTexas Bank, as administrative agent (the “Administrative Agent”), and the lenders from time to time party thereto (as amended, the “Credit Agreement”). Pursuant to the Amendment, Borrowers, the Administrative Agent and such lenders agreed to (i) amend certain provisions of the Credit Agreement (described below) and (ii) the Administrative Agent and such lenders provided limited waivers of noncompliance with certain covenants under the Credit Agreement (also described below).
Pursuant to the Amendment, the parties agreed (i) that commencing October 1, 2019, the Borrowers and their subsidiaries will not have any accounts payable outstanding more than 90 days after the due date therefor, other than accounts payable that are being contested in good faith, (ii) that the Borrowers will maintain a minimum liquidity (unencumbered cash and cash equivalents plus credit available under the Credit Agreement facility) of $3 million and (iii) that the Borrowers will seek the sale of certain non-core assets and apply the proceeds thereof to payment of outstanding amounts under the Credit Agreement. In connection with the Amendment, the Administrative Agent and the lenders provided limited waivers of the Borrower’s failure (xi) to include accounts aging reports concurrently with delivery of quarterly financial statements and (xii) to satisfy the required Current Ratio for the quarter ended June 30, 2019.
The above description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached as an exhibit hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| | CARBON ENERGY CORPORATION | |
| August 15, 2019 | | | |
| | | /s/ Patrick R. McDonald | |
| | | Patrick R. McDonald, Chief Executive Officer | |
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