Ninth Amendment to Credit Agreement
In connection with the pricing of the Offering, the Company intends to enter into the Ninth Amendment to Credit Agreement, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, the guarantors party thereto and the lenders party thereto to (the “Ninth Amendment”) to amend that certain Credit Agreement, dated as of December 17, 2020, by and among the Company, Wells Fargo Bank, National Association (as successor to Fifth Third Bank, National Association), as administrative agent, and the lenders party thereto (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”) to, among other things, (i) increase the elected commitments to $660 million and the borrowing base to $750 million, (ii) extend the maturity date to July 1, 2025, (iii) add an additional lender to the syndicate and (iv) make certain other modifications to conform the Credit Agreement to the terms of the Notes. In addition, to the extent the Company incurs any indebtedness under the Specified Senior Notes (as defined in the Ninth Amendment), its obligation to reduce the borrowing base by an amount equal to 25% of the principal amount of such indebtedness shall be waived.
Pro Forma Financial Information
As previously reported in a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 22, 2022, and as further updated by that certain Current Report on Form 8-K filed by the Company with the SEC on June 23, 2022 (the “Alamo 8-K”), on June 21, 2022, the Company and HighPeak Energy Assets, LLC, a wholly owned subsidiary the Company (together, with the Company, the “HighPeak Parties”), completed the Alamo Acquisitions (as defined herein) to acquire (i) various oil and gas properties contiguous to its Flat Top operating area in Howard and Borden Counties, Texas from various third-party sellers (the “Alamo Parties”), pursuant to that certain Purchase and Sale Agreement, dated February 15, 2022, by and among the HighPeak Parties and the Alamo Parties (the “February Alamo Acquisition”), and (ii) certain assets of Alamo Borden County 1, LLC (“Alamo I”), or any affiliate of Alamo I, located in Borden County, Texas, pursuant to that certain Purchase and Sale Agreement, dated June 3, 2022, by and among the HighPeak Parties and Alamo I (the “June Alamo Acquisition” and, together with the February Alamo Acquisition, the “Alamo Acquisitions”).
As previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on April 27, 2022, and as further updated by that certain Current Report on Form 8-K filed by the Company with the SEC on June 30, 2022 (the “Hannathon 8-K” and, together with the Alamo 8-K, the “3-05 Acquisitions 8-Ks”), the HighPeak Parties, entered into that certain Purchase and Sale Agreement, dated as of April 26, 2022, with Hannathon Petroleum, LLC and certain other third party private sellers set forth therein to acquire various oil and gas properties contiguous to its Signal Peak operating area in Howard County, Texas (the “Hannathon Acquisition” and, together with the Alamo Acquisitions, the “Acquisitions”).
The Company previously filed certain historical and unaudited pro forma condensed combined financial information required under Regulation S-X with respect to the Acquisitions on the 3-05 Acquisitions 8-Ks.
This Current Report on Form 8-K is being filed to provide an unaudited pro forma condensed statement of operations of the Company for the year ended December 31, 2022, prepared to give effect to the Acquisitions as if they had been completed on January 1, 2022, and the notes related thereto (the “Updated Pro Forma Financial Information”). The Updated Pro Forma Financial Information updates and supplements the unaudited pro forma condensed combined financial information of the Company and related disclosures contained as Exhibits 99.1 within each of the Alamo 8-K and Hannathon 8-K forming part of the 3-05 Acquisitions 8-Ks. To the extent that the information in this Current Report on Form 8-K differs from or updates information contained in the 3-05 Acquisitions 8-Ks, the information in this Current Report on Form 8-K shall supersede or supplement the information in the 3-05 Acquisitions 8-Ks.
The Updated Pro Forma Financial Information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company would have achieved had the Acquisitions occurred on January 1, 2022, and is not intended to project the future results of operations that the Company may achieve as a result of the Acquisitions.