XML 43 R18.htm IDEA: XBRL DOCUMENT v3.3.0.814
Subsequent Events
9 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

11. Subsequent Events

Purchase and Sale Agreement

On April 21, 2015, RMR Operating, Black Rock, RMR KS Holdings, LLC (“RMR KS”) and Cross Border (together with RMR Operating, Black Rock and RMR KS, the “Operating Subsidiaries”) entered into a purchase and sale agreement (the “PSA”) with Black Shale Minerals, LLC (“Buyer”). Each of the Operating Subsidiaries is a subsidiary of the Company.

Pursuant to the PSA, the Company, through the Operating Subsidiaries, sold, assigned, transferred and conveyed to Buyer, effective as of April 1, 2015, fifty percent (50%) of its right, title, and interest in and to certain oil and natural gas assets and properties (the “Assets”), including its oil and natural gas leasehold interests, wells, contracts, and oil and natural gas produced after April 1, 2015. The aggregate purchase price for the Assets under the PSA was $25.0 million, subject to certain adjustments, including post-closing adjustments for any title or environmental benefits or title or environmental defects resulting from Buyer’s title and environmental reviews.

The PSA contains customary representations, warranties and covenants. Pursuant to the PSA, the Company and Buyer have agreed to indemnify each other, their respective affiliates and their respective employees, officers, directors, managers, shareholders, members, partners, or representatives from and against all losses that such indemnified parties incur arising from any breach of representations, warranties or covenants in the PSA and certain other matters.

Fourth Amendment to the Credit Agreement

In conjunction with the PSA, on April 21, 2015, the Borrowers entered into an amendment (the “Fourth Amendment”) to the Credit Agreement with the Lender. Pursuant to the Fourth Amendment, the borrowing base was decreased from $27.8 million to $12.4 million, effective as of April 21, 2015, and the commitment amount was decreased to $12.4 million. In addition, the monthly commitment reduction amount was set to $0 as of April 1, 2015.

Fifth Amendment to the Credit Agreement

Effective June 30, 2015, the Borrowers entered into an amendment and waiver (the “Fifth Amendment”) to the Credit Agreement with the Lender. Pursuant to the Fifth Amendment, the borrowing base was set at $12.4 million, and the initial monthly commitment reduction was set at $125,000 beginning on July 1, 2015. In addition, the Lender waived any default, event of default or right to exercise any remedy as a result of the failure by the Borrowers to be in compliance with (i) the requirements of Section 6.18 of the Credit Agreement with respect to the permitted ratio of consolidated current assets to consolidated current liabilities of Borrowers for the fiscal quarter ended December 31, 2014; and (ii) the requirements of Section 6.21 of the Credit Agreement with respect to the trade payables or other accounts payable of Borrowers that may be past due for more than 90 days for the fiscal quarter ended December 31, 2014 and the fiscal quarter ended March 31, 2015.

Lease and Lease Amendment

On July 31, 2015, the Company entered into an amendment and consent to assignment of lease pursuant to which the Company assigned its lease for its office space in Dallas, Texas, to a new tenant, effective as of November 1, 2015. The Company and the new tenant will be jointly and severally liable under the lease through October 1, 2016. In addition, the Company entered into a lease agreement for approximately 4100 square feet of new office space, for approximately $2700 per month and a term of three years beginning on September 1, 2015.

Unwinding of Hedge Agreements

On August 19, 2015, the Company unwound a portion of its commodity derivative positions for net proceeds of $18,600.

Deregistration

On November 13, 2015, the Company’s Board of Directors voted to voluntarily deregister the Company’s common stock, Series A Preferred Stock and warrants under the Exchange Act and become a non-reporting company. In connection therewith, the Board of Directors approved the filing with the SEC of a Form 15 to voluntarily deregister the Company’s securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company expects to file the Form 15 on or about November 13, 2015. The Company expects that its obligations to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be suspended immediately upon the filing of the Form 15 with the SEC, and its proxy statement, Section 16 and other Section 12(g) reporting responsibilities will terminate effective 90 days after the filing of the Form 15. The Company is eligible to deregister under the Exchange Act because its common stock, Series A Preferred Stock and warrants are each held by fewer than 300 shareholders of record.

Arbitration Claim

On August 27, 2015, the Company received a demand for arbitration with the Dallas, Texas office of the American Arbitration Association (“AAA”) that was filed by a former RMR employee, Tommy Folsom. The arbitration demand asserts claims for breach of contract and defamation and identifies the total claim amount as $100,000 and further seeks unspecified attorney’s fees, interest, arbitration costs, and punitive/exemplary damages. The Company disputes the allegations in the arbitration proceedings made by Mr. Folsom. The parties are engaged in settlement negotiations.