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): December 5, 2019
Sundance Energy Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36302 |
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61-1949225 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1050 17th Street, Suite 700 Denver, CO 80265 |
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(303) 543-5700 |
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(Address of principal executive offices, including Zip Code) |
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(Registrant’s telephone number, including area code) |
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
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SNDE |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) On December 5, 2019, the Board of Directors (the “Board”) of Sundance Energy Inc. (the “Company”) increased the number of directors of the Company from seven to eight, and appointed Stephen J. McDaniel to serve as a director of the Company, filling the vacancy on the Board created by the increase, effective as of December 5, 2019. The Company’s current Chairman of the Board, Michael D. Hannell, will continue to serve as Chairman of the Board through December 31, 2019, at which time Mr. Hannell will step down and Mr. McDaniel will transition to the role of Chairman.
The increase in the size of the Board and the election of Mr. McDaniel to fill the newly created vacancy on the Board was based upon the recommendations of the Nominating and Corporate Governance Committee of the Board. The Board has not determined the committees of the Board on which Mr. McDaniel will be designated for service.
For the period commencing upon the effective date of his appointment as a director, Mr. McDaniel will be entitled to receive a pro-rated portion of the $100,000 annual director’s fee consistent with current director compensation practices. Once he assumes the role of Chairman, he will be entitled to receive an annual Chairman fee of $150,000 pro-rated and continuing through the next annual meeting of the Company’s shareholders. Mr. McDaniel will also be eligible to participate as a non-employee director in the Company’s benefit plans, consistent with the Company’s non-employee director compensation practices.
In addition, the Company intends to enter into an indemnification agreement (“Indemnification Agreement”) with Mr. McDaniel, pursuant to which the Company will indemnify Mr. McDaniel against certain liabilities that may arise by reason of his status or service as a director, and to advance expenses incurred as a result of certain proceedings, to the fullest extent provided by law. A copy of the Indemnification Agreement has been filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36302) filed with the Securities and Exchange Commission on November 26, 2019.
Mr. McDaniel, 58, has served as an independent director of Ultra Petroleum Corporation since 2006, and is also presently serving on the Board of Directors of Encino Energy, a $2 billion private exploration and production company, and Bazean Corporation, an oil and gas focused technology company. Mr. McDaniel previously served as a director of Midstates Petroleum Company, where he was previously President and Chief Executive Officer and, later, non-executive Chairman. Since 2013, Mr. McDaniel has served on the Executive Board of the Lone Star Chapter of Big Brothers Big Sisters. His previous experience included approximately ten years of oil and gas investment banking, the majority of which was with Merrill Lynch where he held the position of Managing Director. He began his career with Conoco in 1983 where he held a variety of engineering, operations, and business development positions. The Board believes that Mr. McDaniel possesses specific attributes that qualify him to serve as a director of the Company, including his significant oil and gas managerial and operational experience, his energy investment banking background, and his financial expertise.
There are no related party transactions involving Mr. McDaniel that would require disclosure pursuant to Item 404(a) of Regulation S-K. Further, there are no arrangements or understandings between Mr. McDaniel and any other persons pursuant to which he was selected as a director of the Company. Mr. McDaniel will serve as a director until the next annual meeting of the Company’s shareholders, at which time his continued service as a director of the Company will be subject to nomination and shareholder approval.
(b) As noted above, in connection with his previously announced retirement, Michael D. Hannell will step down from his role as Chairman of the Board effective December 31, 2019, at which time Stephen J. McDaniel will transition to the role of Chairman. In order to ensure an orderly transition of leadership responsibilities, on December 5, 2019, Mr. Hannell announced to the Board that his retirement will be effective in April 2020. In connection with Mr. Hannell’s retirement from the Board, the Board approved a decrease in the number of authorized directors on the Board from eight to seven, which decrease will be effective immediately following the effectiveness of Mr. Hannell’s retirement.
Item 8.01 Other Events.
A copy of the press release issued by the Company, dated December 10, 2019, announcing the organizational changes described in Item 5.02 of this Current Report on Form 8-K, is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description of Exhibit |
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99.1 |
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Press release of Sundance Energy Inc., dated December 10, 2019 |
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: December 10, 2019
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SUNDANCE ENERGY INC. | |
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By: |
/s/ Cathy L. Anderson |
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Name: |
Cathy L. Anderson |
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Title: |
Chief Financial Officer |
Sundance Energy Inc. Announces Appointment
of Stephen J. McDaniel to Board of Directors
Michael D. Hannell to Step Down as Chairman in Connection with Previously Announced Retirement
DENVER, CO DECEMBER 10, 2019 (GLOBE NEWSWIRE) — Sundance Energy Inc. (NASDAQ: SNDE) (“Sundance” or the “Company”), a U.S. onshore oil and gas exploration and production company focused in the Eagle Ford in South Texas, today announced that Stephen J. McDaniel has been appointed to serve as an independent, non-executive member of the Company’s Board of Directors.
Current Chairman of Sundance, Michael D. Hannell, will continue to serve as Chairman of the Board through December 31, 2019, at which time Mr. Hannell will step down and Mr. McDaniel will transition to the role of Chairman. As previously announced, Mr. Hannell intends to retire from the Board, which is expected to be effective in April 2020 to ensure an orderly transition of leadership responsibilities. Subsequent to Mr. Hannell’s retirement, the Company’s Board of Directors will comprise seven directors, six of whom will be independent non-executive directors and five of whom will be U.S. based directors.
Eric McCrady, Sundance’s Chief Executive Officer said “I would like to thank Mike for his many years of service to Sundance. Under Mike’s Chairmanship the company grew from a small non-operating company with ~4 boepd of production to a best-in-class operator with ~13,600 boepd of production. We would not be where we are today if not for his many contributions. Since joining our board in 2006 and becoming our Chairman in 2008, he has continually provided Sundance with guidance and wisdom, and we are incredibly grateful.”
Mr. McDaniel has led a distinguished career in the oil and gas industry, presently serving on the Board of Directors for Ultra Petroleum Corporation (OTCQX: UPLC), Encino Energy, a $2 billion private exploration and production company, and Bazean Corporation, an oil and gas focused technology company.
Mr. McDaniel previously founded Midstates Petroleum Company, serving as its Chairman and CEO. Mr. McDaniel built Midstates from a start-up company with less than $1 million in equity capital and grew the company to an enterprise value of approximately $1 billion at the time of its IPO in 2012.
Prior to founding Midstates, Mr. McDaniel spent nine years in investment banking predominantly at Merrill Lynch where he served as Managing Director in the global energy and power group focused on large scale M&A and capital markets transactions. Mr. McDaniel began his career with ConocoPhillips where he spent 13 years in roles of increasing responsibility in engineering, operations, and business development, ultimately serving in a corporate business development role as Vice President of Business Development for Conoco Overseas Oil Company.
Mr. McDaniel holds a Bachelor of Science Degree in Petroleum Engineering from Louisiana State University and is a member of the Society of Petroleum Engineers, the Independent Producers Association of America, and the National Association of Corporate Directors. Mr. McDaniel also serves as the Chairman of the Executive Board of Directors of the largest Big Brothers Big Sisters affiliate in the country, covering the major population centers across Texas.
Mr. McCrady went on to say “We are very excited to announce the appointment of Steve to the Sundance Board and welcome him as our new Chairman. His wealth of experience from a long and incredibly diverse background in the oil and gas sector is a major addition. His success in building a best in class business at Midstates from the ground up and track record of increasing shareholder value will serve Sundance well as we seek to become a dominant player in the Eagle Ford.”
About Sundance Energy Inc.
Sundance Energy Inc. (“Sundance” or the “Company”) is an independent energy exploration company located in Denver, Colorado. The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. A comprehensive overview of the Company can be found on Sundance’s website at www.sundanceenergy.net.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “project,” “believe,” “estimate,” “expect,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on Sundance. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Sundance will be those that are anticipated. Sundance’s forward-looking statements involve significant risks and uncertainties (some of which are beyond Sundance’s control) and assumptions that could cause actual results to differ materially from Sundance’s historical experience and present expectations or projections. These include, but are not limited to, risks or uncertainties associated with our previously completed redomiciliation (including the ability to recognize any benefits therefrom), the discovery and development of oil and natural gas reserves, cash flows and liquidity, business and financial strategy, budget, projections and operating results, oil and natural gas prices, amount, nature and timing of capital expenditures, including future development costs, availability and terms of capital and general economic and business conditions. You are cautioned not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date of this press release. Forward-looking statements also are affected by the risk factors described in Sundance’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, as amended, and those set forth from time-to-time in other filings with the SEC. Sundance undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
For more information, please contact:
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John Roberts |
Eric McCrady |
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VP Finance & Investor Relations |
Chief Executive Officer |
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Tel: (720) 638-2400 |
Tel: (303) 543-5703 |