0000899243-17-012310.txt : 20170508
0000899243-17-012310.hdr.sgml : 20170508
20170508180815
ACCESSION NUMBER: 0000899243-17-012310
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170426
FILED AS OF DATE: 20170508
DATE AS OF CHANGE: 20170508
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LILIS ENERGY, INC.
CENTRAL INDEX KEY: 0001437557
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 300 E. SONTERRA BLVD.
STREET 2: SUITE NO. 1220
CITY: SAN ANTONIO
STATE: TX
ZIP: 78258
BUSINESS PHONE: (210) 999-5400
MAIL ADDRESS:
STREET 1: 300 E. SONTERRA BLVD.
STREET 2: SUITE NO. 1220
CITY: SAN ANTONIO
STATE: TX
ZIP: 78258
FORMER COMPANY:
FORMER CONFORMED NAME: RECOVERY ENERGY, INC.
DATE OF NAME CHANGE: 20091104
FORMER COMPANY:
FORMER CONFORMED NAME: UNIVERSAL HOLDINGS INC
DATE OF NAME CHANGE: 20080612
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Varde Investment Partners G.P., LLC
CENTRAL INDEX KEY: 0001704990
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35330
FILM NUMBER: 17823784
BUSINESS ADDRESS:
STREET 1: 901 MARQUETTE AVENUE SOUTH
STREET 2: SUITE 3300
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
BUSINESS PHONE: 952-374-6998
MAIL ADDRESS:
STREET 1: 901 MARQUETTE AVENUE SOUTH
STREET 2: SUITE 3300
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VARDE PARTNERS INC
CENTRAL INDEX KEY: 0001054846
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35330
FILM NUMBER: 17823785
BUSINESS ADDRESS:
STREET 1: 3600 WEST 80TH STREET
STREET 2: STE 225
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55431
MAIL ADDRESS:
STREET 1: 3600 WEST 80TH STREET
STREET 2: STE 225
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55431
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VARDE PARTNERS LP
CENTRAL INDEX KEY: 0001138267
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35330
FILM NUMBER: 17823786
BUSINESS ADDRESS:
STREET 1: 3600 WEST 80TH STREET
STREET 2: SUITE 425
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55431
BUSINESS PHONE: 9528931554
MAIL ADDRESS:
STREET 1: 3600 WEST 80TH STREET
STREET 2: SUITE 425
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55431
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VARDE INVESTMENT PARTNERS LP
CENTRAL INDEX KEY: 0001452534
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35330
FILM NUMBER: 17823787
BUSINESS ADDRESS:
STREET 1: 8500 NORMANDALE LAKE BLVD
STREET 2: SUITE 1500
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55437
BUSINESS PHONE: 952-646-2061
MAIL ADDRESS:
STREET 1: 8500 NORMANDALE LAKE BLVD
STREET 2: SUITE 1500
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55437
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2017-04-26
0
0001437557
LILIS ENERGY, INC.
LLEX
0001452534
VARDE INVESTMENT PARTNERS LP
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS
MN
055402
0
0
1
0
0001138267
VARDE PARTNERS LP
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS
055402
0
0
1
0
0001054846
VARDE PARTNERS INC
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS
MN
055402
0
0
1
0
0001704990
Varde Investment Partners G.P., LLC
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS
MN
055402
0
0
1
0
Convertible Debt
5.50
2017-04-26
2021-04-26
Common Stock, $0.001 par value
5193484
I
See footnotes
Convertible Debt
5.50
2017-04-26
2021-04-26
Common Stock, $0.001 par value
3695363
I
See footnotes
Convertible Debt
5.50
2017-04-26
2021-04-26
Common Stock, $0.001 par value
1622964
I
See footnotes
Convertible Debt
5.50
2017-04-26
2021-04-26
Common Stock, $0.001 par value
749060
I
See footnotes
Convertible Debt
5.50
2017-04-26
2021-04-26
Common Stock, $0.001 par value
374530
I
See footnotes
Convertible Debt
5.50
2017-04-26
2021-04-26
Common Stock, $0.001 par value
848934
I
See footnotes
On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors, and the lenders, including The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility of $125,000,000 consisting of $80,000,000, which was drawn on the closing date (the "Initial Term Loan") and, subject to certain conditions, up to $45,000,000 in additional term loans. The term loans mature on April 26, 2021, and bear interest at a rate of 8.25% per annum, payable quarterly.
(Continued from footnote 1) 70% of the aggregate principal amount of the Initial Term Loan, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. Prior to the receipt of the approval of requisite approval of the Issuer's shareholders under the relevant rules of the primary exchange on which the Issuer's common stock is listed, the amount of the shares issuable pursuant to any conversion of the Initial Term Loan is limited to an amount which would not result in any Lender, together with its affiliates and the other members of any "group" (as such term is used in sections 13(d) and 14(d) of the Exchange Act) including such Lender, owning in excess of 19.999% of the outstanding common stock of the Issuer.
The amount reported reflects the maximum amount of shares issuable upon conversion of the Initial Term Loan subject to the beneficial ownership limitation described above.
Reflects securities held directly by The Varde Fund XI (Master), L.P. ("Fund XI"). The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI.
Reflects securities held directly by The Varde Fund XII (Master), L.P. ("Fund XII"). The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP.
Reflects securities held directly by The Varde Skyway Master Fund, L.P. ("Skyway Fund"). The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund.
Reflects securities held directly by Varde Investment Partners (Offshore) Master, L.P. ("VIP Offshore"). Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore.
Reflects securities held directly by The Varde Fund VI-A, L.P. ("Fund VI-A"). VIP GP is the general partner of Fund VI-A.
Reflects securities held directly by Varde Investment Partners, L.P. ("VIP"). VIP GP is the general partner of Fund VIP.
Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities.
Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 3.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
VARDE INVESTMENT PARTNERS, L.P., By: Varde Investment Partners G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Cousel
2017-05-08
VARDE INVESTMENT PARTNERS G.P., LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel
2017-05-08
VARDE PARTNERS, L.P., By: Varde Partners, Inc., Its General Partner, By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel
2017-05-08
VARDE PARTNERS, INC., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel
2017-05-08