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): November 14, 2017
SRC Energy Inc.
(Exact name of registrant as specified in its charter)
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COLORADO |
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001-35245 |
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20-2835920 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
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incorporation or organization) |
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File Number) |
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Identification Number) |
1675 Broadway, Suite 2600
Denver, Colorado 80202
Registrant’s telephone number, including area code: (720) 616-4300
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 (see General Instruction A.2. below):
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))
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 o
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 8.01 Other Events
On November 14, 2017, SRC Energy Inc. (the “Company”) issued a press release announcing that it has priced a private offering of senior notes to certain eligible purchasers. A copy of the press release is furnished as Exhibit 99.1 hereto. The press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities. The notes have been offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the “Securities Act”) and outside the United States in reliance on Regulation S under the Securities Act. The notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. The lenders under the Company’s revolving credit facility have executed a waiver pursuant to which the issuance of the notes will not result in an immediate reduction in the borrowing base under the revolving credit facility. The Company intends to use the net proceeds from the offering of the notes, in part, to redeem the Company’s existing senior notes. The Company expects that the existing senior notes will be redeemed on December 28, 2017, subject to completion of this offering.
Item 9.01 Financial Statements and Exhibits
See Exhibit Index.
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Exhibit No. |
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Description |
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99.1 |
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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: November 14, 2017
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SRC Energy Inc. | |
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By: |
/s/ Lynn A. Peterson |
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Lynn A. Peterson |
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President and Chief Executive Officer |
SRC Energy Inc. Announces Pricing of Private Debt Offering
DENVER, Nov. 14, 2017 (GLOBE NEWSWIRE) — SRC Energy Inc. (NYSE Amex: SRCI) (“SRC” or the “Company”), a U.S. oil and gas exploration and production company with operations focused on the Wattenberg Field in the Denver-Julesburg Basin, today announced that it has priced an offering of $550 million aggregate principal amount of 6.250% senior unsecured notes due December 2025 (the “notes”). The offering is expected to close on November 29, 2017, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering to finance a portion of the Company’s previously announced acquisition of an aggregate of approximately 30,200 net acres in Weld County, Colorado, to pay related fees and expenses, to redeem or repurchase its existing 9% senior notes due 2021, and for general corporate purposes. The indenture governing the notes will contain a special mandatory redemption feature requiring the Company to redeem the notes at a redemption price equal to the aggregate principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date if the contemplated acquisition is terminated or not consummated on or prior to January 10, 2018 or, if the acquisition closing is delayed, to the later date of the closing, but not later than March 15, 2018.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities. The notes were offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. The notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
Important Cautions Regarding Forward-Looking Statements
Statements in this news release related to the Company’s private offering of notes, and all other statements other than statements of historical fact are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The Company urges you to carefully review and consider the cautionary statements made in this press release, the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2017, and other filings with the SEC for further information on risks and uncertainties that could affect the Company’s business, financial condition and results of operations. The Company cautions you not to place undue reliance on forward-looking statements, which speak only as of the date made.
The Company undertakes no obligation to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this release or currently unknown facts or conditions or the occurrence of unanticipated events. All forward-looking statements are qualified in their entirety by this cautionary statement.
Company Contact:
John Richardson (Investor Relations Manager)
SRC Energy Inc.
Tel 720-616-4308
E-mail: jrichardson@srcenergy.com
Source: SRC Energy Inc.