8-K 1 a2019-10x01form8xk.htm 8-K Document

Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2019
(Exact name of registrant as specified in its charter)

(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
701 Cedar Lake Boulevard
Oklahoma City, OK
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (405) 478-8770
Not Applicable
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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:
Title of class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value, $0.01 per share
The New York Stock Exchange

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  ☐

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.  ☐

Item 1.01.
Entry Into a Material Definitive Agreement.

On September 27, 2019, Chaparral Energy, Inc. (the “Company”) entered into the Fourth Amendment (the “Amendment”) to the Tenth Restated Credit Agreement (the “Credit Agreement”) with Royal Bank of Canada, as administrative agent and issuing bank, and the additional lenders party thereto (collectively, the “Lenders”). The Amendment, among other things, (i) reaffirmed the borrowing base at $325,000,000.00; (ii) amended the definition of EBITDAX to, among other things, (a) add-back losses related to or resulting from the full or partial extinguishment of debt, (b) expand the add-back of amounts associated with retirements, severance or departure to apply to all employees or former employees, and (c) clarify that gains related to or resulting from the full or partial extinguishment of debt are excluded; and (iii) revised certain negative covenants to provide that the Company, under certain circumstances, may prepay or otherwise redeem certain Permitted Senior Additional Debt (as defined in the Credit Agreement) in an aggregate amount not to exceed $30,000,000.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The description of the Amendment set forth above in Item 1.01 of this Report is incorporated by reference in this Item 2.03. 

Item 7.01.
Regulation FD Disclosure.

On September 30, 2019, the Company issued a press release announcing the entry into the Amendment described above. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 2, 2019
/s/    Scott Pittman
Scott Pittman
Chief Financial Officer and Senior Vice President