UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
placeCityWASHINGTON, StateD.C. PostalCode20549
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): December 20, 2013
SYNERGY RESOURCES CORPORATION
-----------------------------
(Exact name of Registrant as specified in its charter)
Colorado None 20-2835920
------------------------------ ------------------ ---------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
20203 Highway 60
Platteville, Colorado 80651
----------------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (970) 737-1073
N/A
----------------------------------------------
(Former name or former address if changed since last report)
Check 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On December 20, 2013, Synergy Resources Corporation ("Synergy") entered
into an amendment to its revolving line of credit agreement with Community Banks
of Colorado, CoBiz Bank, d/b/a Colorado Business Bank, Amegy Bank National
Association, Texas Capital Bank, N.A., Suntrust Bank, and Key Bank (collectively
the "banks"). The amended terms include an increase in the maximum amount of
borrowings available to Synergy. Community Banks of Colorado acts as the
administrative agent for the banks with respect to the line of credit.
The maximum amount Synergy can borrow at any one time is known as the
Borrowing Base. The Borrowing Base can increase or decrease based upon the value
of the collateral which secures any amounts borrowed under the line of credit.
For the most part, the value of the collateral will be derived from the
estimated future cash flows of Synergy's proved oil and gas reserves, discounted
by 10%. The new Borrowing Base is $90,000,000. The maximum loan commitment by
the banks is $300,000,000, subject to lesser amounts imposed by the Borrowing
Base.
Any amounts borrowed from the banks will be used to develop oil and gas
properties, acquire new oil and gas properties, and for working capital and
other general corporate purposes.
Any amounts borrowed from the banks:
o will be due and payable on November 28, 2016,
o are secured by substantially all of Synergy's producing wells and
developed oil and gas leases, and
o at Synergy's option, will bear interest at either:
The prime lending rate plus a margin of 0% to 1% or,
the LIBO rate plus a margin of 2.5% to 3.25%.
In general terms, the LIBO rate means the rate of interest that appears on
the relevant page of the Bloomberg Financial Market Information System that
displays an average British Bankers Association Interest Settlement Rate for
deposits in dollars.
Any of the following are an event of default which would cause any amounts
due under the line of credit to become immediately due and payable:
o Synergy fails to make any interest or principal payment when due;
o Synergy breaches any representation, warranty or covenant or defaults
in the timely performance of any other obligation in its agreements
with the banks;
2
o Synergy files for protection from its creditors under the federal
bankruptcy code, or a third party files an involuntary bankruptcy
petition against Synergy, or
o A final judgment is entered against Synergy involving a liability (not
paid or fully covered by insurance) of $200,000 or more and the
judgment has not been vacated, discharged, or stayed pending appeal
within 45 days from the entry of the judgment.
The foregoing description of the line of credit agreement, including events
of default, does not purport to be complete and is qualified in its entirety by
reference to Exhibit 10.21 to this report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information included under Item 1.01 is incorporated by reference into
this Item 2.03 of this report.
Item 9.01 Financial Statements and Exhibits
Number Description
10.22 Amended and Restated Credit Agreement, together with:
o Amended and Restated Deed of Trust, Mortgage, and Security
Agreement
o Amended and Restated Pledge and Security Agreement.
3
SIGNATURES
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: December 20, 2013
SYNERGY RESOURCES CORPORATION
By:/s/ Frank L. Jennings
----------------------------------------
Frank L. Jennings, Principal Financial
Officer