0000899243-18-026663.txt : 20181012 0000899243-18-026663.hdr.sgml : 20181012 20181012195935 ACCESSION NUMBER: 0000899243-18-026663 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181010 FILED AS OF DATE: 20181012 DATE AS OF CHANGE: 20181012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hicks George G CENTRAL INDEX KEY: 0001706059 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121127 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 Fund XI (Master), L.P. CENTRAL INDEX KEY: 0001704962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121128 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 Fund XI G.P., LLC CENTRAL INDEX KEY: 0001704880 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121129 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 Fund XII (Master), L.P. CENTRAL INDEX KEY: 0001704882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121130 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 Fund XII G.P., L.P. CENTRAL INDEX KEY: 0001704881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121131 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 Fund XII UGP, LLC CENTRAL INDEX KEY: 0001704967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121132 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 Skyway Master Fund, L.P. CENTRAL INDEX KEY: 0001704946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121133 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 Skyway fund G.P., LLC CENTRAL INDEX KEY: 0001704964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121134 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 Investment Partners (Offshore) Master, L.P. CENTRAL INDEX KEY: 0001705023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121135 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 Fund VI-A, L.P. CENTRAL INDEX KEY: 0001704987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35330 FILM NUMBER: 181121136 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 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: 1800 BERING DR STREET 2: SUITE NO. 510 CITY: HOUSTON STATE: TX ZIP: 78258 BUSINESS PHONE: (210) 999-5400 MAIL ADDRESS: STREET 1: 1800 BERING DR STREET 2: SUITE NO. 510 CITY: HOUSTON 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-10 0 0001437557 LILIS ENERGY, INC. LLEX 0001706059 Hicks George G 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704962 Varde Fund XI (Master), L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704880 Varde Fund XI G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704882 Varde Fund XII (Master), L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704881 Varde Fund XII G.P., L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704967 Varde Fund XII UGP, LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704946 Varde Skyway Master Fund, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704964 Varde Skyway fund G.P., LLC 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001705023 Varde Investment Partners (Offshore) Master, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 0001704987 Varde Fund VI-A, L.P. 901 MARQUETTE AVE. S., SUITE 3300 MINNEAPOLIS MN 055402 0 0 1 0 Common Stock 2018-10-10 4 J 0 5952763 5.00 A 47486944 I See footnotes Series C-2 9.75% Convertible Participating Preferred Stock 6.15 2018-10-10 4 J 0 25000 6.15 A 2018-10-10 Common Stock, $0.001 par value 4878049 25000 I See footnotes Series D 8.25% Convertible Participating Preferred Stock 5.50 2018-10-10 4 J 0 39254 5.50 A 2018-10-10 Common Stock, $0.001 par value 8386082 39254 I See footnotes Convertible Debt 5.50 2018-10-10 4 J 0 56196240.00 2.74 D 2018-10-10 2021-04-26 Common Stock, $0.001 par value 14338845 109360329.00 I See footnotes Pursuant to the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Varde Parties"), the Varde Parties purchased 25,000 shares of Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C-2 Preferred Stock") from the Issuer in a private placement and the Issuer issued to the Varde Parties, as consideration for the reduction of a portion of the outstanding principal amount of the Term Loan (as defined in the that certain Credit Agreement, (Continued from Footnote 1) dated as of April 26, 2017, by and among the Issuer, the guarantors from time to time party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent (the "Term Loan Credit Agreement")), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 5,952,763 shares of Common Stock and (ii) 39,254 shares of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Preferred Stock"). (Continued from Footnote 2) The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C 2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019 or (c) 130% if redeemed after 2019, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C 2 Conversion Price"). (Continued from Footnote 3) Following the Closing Date, the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C 2 Conversion Price of $6.15 and the initial Series C 2 Optional Redemption Amount of 120% of the Series C 2 Stated Value. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). (Continued from Footnote 4) Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock. The amount reported reflects (i) 5,952,763 shares of Common Stock that was issued to the Reporting Persons and (ii) 8,386,082 shares of Common Stock issuable upon conversion of the Series D Preferred, each of which security in (i) and (ii) was received in consideration for the reduction in principal amount of the Term Loan. Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. 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, (Continued from Footnote 9) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C 2 Preferred Stock and the Series D Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. 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. The Series C-2 Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. The series D Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of common Stock issuable upon conversion of the Series D Preferred Stock. Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. GEORGE G. HICKS, By: /s/ George G. Hicks, Name: George G. Hicks 2018-10-12 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 2018-10-12 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 2018-10-12 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, Name:David A. Marple, Title:General Co 2018-10-12 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 2018-10-12 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 2018-10-12 THE VARDE SKYWAY MASTER FUND, L.P., By: Varde Skyway 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 2018-10-12 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 2018-10-12 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 2018-10-12 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 2018-10-12