UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on August 28, 2023, HNR Acquisition Corp (the “Company”) entered into a commitment letter (the “Debt Commitment Letter”) with First International Bank & Trust (“FIBT” or “Lender”), pursuant to which FIBT has agreed to provide the Company with a senior secured term loan in the amount of $28,000,000 (the “Credit Facility”) to (a) fund a portion of the purchase price contemplated by that Amended and Restated Membership Interest Purchase Agreement dated August 28, 2023 (the “A&R MIPA”) by and among the Company, HNRA Upstream, LLC, a newly formed Delaware limited liability company which is managed by, and is a subsidiary of, the Company (“OpCo”), and HNRA Partner, Inc., a newly formed Delaware corporation and wholly owned subsidiary of OpCo (“SPAC Subsidiary”, and together with the Company and OpCo, “Buyer” and each a “Buyer”), CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), and, solely with respect to Section 6.20 of the A&R MIPA, HNRAC Sponsors LLC, a Delaware limited liability company for the purchase by Buyer from Seller of 100% of the outstanding equity of Pogo Resources, LLC, a Texas limited liability company (“Pogo” or the “Target”), (b) partially fund a debt service reserve account funded with $3,000,000 at the closing date of the A&R MIPA (the “Closing Date”) and an additional $2,000,000 to be deposited within 60 days following the Closing Date, (c) cash secure outstanding letters of credit issued by Pogo’s existing lender, (d) pay fees and expenses in connection with the purchase and the closing of the Credit Facility and (e) other general corporate purposes. The Credit Facility will be provided on the Closing Date subject to a number of specified conditions set forth in the Debt Commitment Letter. The definitive documentation for the Credit Facility has not been finalized and, accordingly, the actual terms of the Credit Facility may differ from those described in this Current Report on Form 8-K.
The obligations of FIBT to provide the Credit Facility were initially set to terminate on October 30, 2023 if the Closing Date had not occurred by such date (the “Commitment Termination Date”).
On October 24, 2023, the Company and FIBT entered into a First Amendment to the Debt Commitment Letter (the “Amendment”) whereby the Commitment Termination Date was extended to November 15, 2023.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on 8-K, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit Number | Description | |
| 10.2 | First Amendment to Commitment Letter, dated October 24, 2023, by and between the HNR Acquisition Corp and First International Bank & Trust | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| October 30, 2023 | HNR Acquisition Corp | |
| By: | /s/ Donald H. Goree | |
| Name: | Donald H. Goree | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.2
FIRST INTERNATIONAL BANK & TRUST
CONFIDENTIAL
October 24, 2023
HNR Acquisition Corp.
3730 Kirby, S-1200
Houston, Texas 77098
Attention: Mr. Mitch Trotter
Re: First Amendment to Commitment Letter $28,000,000 Senior Secured Term Facility
Gentlemen:
Reference is made to that certain Commitment Letter dated August 28, 2023, between First International Bank & Trust, a North Dakota banking institution (“FIBT” or “Lender”) and HNR Acquisition Corp, a Delaware corporation (“Borrower” or “you”) for financing in the form of a senior secured term loan in the amount of TWENTY EIGHT MILLION DOLLARS ($28,000,000) (the “Credit Facility”) subject to the terms and conditions set forth therein (the “Original Commitment Letter”). The Original Commitment Letter, as amended herein (this “Amendment”) is referred to as the “Commitment Letter.” You have requested FIBT, and FIBT hereby agrees, to extend the Commitment Termination Date under the Original Commitment Letter to November 15, 2023.
For and in consideration of the foregoing, FIBT and Borrower agree:
1. Amendments.
Section 1(b)(iii) of the Original Comment Letter is hereby deleted and the following is inserted in lieu therefor:
“(iii) closing of the Credit Facility on or prior to 5:00 p.m. (Central Time) on November 15, 2023 (the “Commitment Termination Date”).”
2. Miscellaneous.
(a) Except as otherwise expressly provided herein, the Original Commitment Letter is not amended, modified or affected by this Amendment.
(b) Nothing in this Amendment implies any obligation on the part of FIBT nor shall FIBT be obligated, at any time, to grant further amendments or extensions of the Commitment Termination Date.
(c) The Original Commitment Letter as amended by this Amendment, embodies the entire agreement among FIBT and you and your affiliates with respect to the specific matters set forth therein and supersede all prior agreements and understandings relating to the subject matter hereof.
(d) No person has been authorized by FIBT to make any oral or written statements inconsistent with the Original Commitment Letter as amended by this Amendment.
(e) This Amendment may be executed in separate counterparts and delivery of an executed signature page of this Amendment by electronic mail or other electronic execution shall be effective as delivery of manually executed counterpart hereof.
If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by signing the enclosed counterpart of this Amendment and returning it to FIBT.
| Sincerely, | ||
| FIRST INTERNATIONAL BANK & TRUST, a North Dakota banking association | ||
| By: | /s/ Mitchell Cook | |
| Mitchell Cook | ||
| Market President, Twin Cities | ||
| Agreed to and accepted as of the date first | ||
| above written: | ||
| HNR ACQUISITION CORP, | ||
| a Delaware corporation | ||
| By: | /s/ David M. Smith | |
| Name: | David M. Smith | |
| Title: | General Counsel | |