FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/26/2017 |
3. Issuer Name and Ticker or Trading Symbol
LILIS ENERGY, INC. [ LLEX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Debt | 04/26/2017 | 04/26/2021 | Common Stock, $0.001 par value | 5,193,484(3) | $5.5 | I | See footnotes(1)(2)(4)(10)(11)(12) |
Convertible Debt | 04/26/2017 | 04/26/2021 | Common Stock, $0.001 par value | 3,695,363(3) | $5.5 | I | See footnotes(1)(2)(5)(10)(11)(12) |
Convertible Debt | 04/26/2017 | 04/26/2021 | Common Stock, $0.001 par value | 1,622,964(3) | $5.5 | I | See footnotes(1)(2)(6)(10)(11)(12) |
Convertible Debt | 04/26/2017 | 04/26/2021 | Common Stock, $0.001 par value | 749,060(3) | $5.5 | I | See footnotes(1)(2)(7)(10)(11)(12) |
Convertible Debt | 04/26/2017 | 04/26/2021 | Common Stock, $0.001 par value | 374,530(3) | $5.5 | I | See footnotes(1)(2)(8)(10)(11)(12) |
Convertible Debt | 04/26/2017 | 04/26/2021 | Common Stock, $0.001 par value | 848,934(3) | $5.5 | I | See footnotes(1)(2)(9)(10)(11)(12) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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. |
2. (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. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
7. 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. |
8. 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. |
9. Reflects securities held directly by Varde Investment Partners, L.P. ("VIP"). VIP GP is the general partner of Fund VIP. |
10. 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. |
11. Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 3. |
12. 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. |
Remarks: |
GEORGE G. HICKS, By: /s/ George G. Hicks, Name: George G. Hicks | 05/08/2017 | |
THE VARDE FUND XI (Master), L.P., 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 | 05/08/2017 | |
THE VARDE FUND XI 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 | 05/08/2017 | |
THE VARDE FUND XII (MASTER), L.P., By: The Varde Fund XII G.P., L.P., Its General Partner, By: The Varde Fund XII UGP, LLC, Its General Partner, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Title: General Counsel | 05/08/2017 | |
THE VARDE FUND XII G.P., L.P., By: The Varde Fund XII UGP, LLC, Its General Partner, 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 | 05/08/2017 | |
THE VARDE FUND XII UGP, 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 | 05/08/2017 | |
THE VARDE SKYWAY MASTER FUND, L.P., By: Varde Skeyway Fund G.P., LLC, Its General Partner, 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 | 05/08/2017 | |
THE VARDE SKYWAY FUND 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 | 05/08/2017 | |
VARDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P., By: Varde Investment Partners G.P., LLC, Its General Partner, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David A. Marple, Name: David A. Marple, Title: General Counsel | 05/08/2017 | |
THE VARDE FUND VI-A, L.P., By: Varde Investment Partners G.P., LLC, Its General Partner, 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 | 05/08/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |