UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(as successor in interest to Lonestar Resources US Inc.)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 each class |
Trading |
Name of each exchange on which registered | ||
| (1) |
(1) The common stock, par value $0.001 per share, of Lonestar Resources US Inc. ceased being traded prior to the opening of the market on October 6, 2021 and will no longer be listed on the OTCQX Best Market.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Introductory Note
On October 5, 2021, Penn Virginia Corporation, a Virginia corporation (“Penn Virginia”), completed its previously announced acquisition of Lonestar Resources US Inc., a Delaware corporation (the “Company”), pursuant to that certain Agreement and Plan of Merger, dated as of July 10, 2021 (the “Merger Agreement”), by and between Penn Virginia and the Company. Pursuant to the Merger Agreement, Upsilon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Penn Virginia (“Merger Sub Inc.”) merged with and into the Company (the “First Merger”), with the Company continuing as the surviving corporation, and, immediately thereafter, as part of the same transaction, the Company merged with and into Pi Merger Sub LLC, a Delaware limited liability company (“Pi Merger Sub”) and wholly owned subsidiary of Penn Virginia (the “Second Merger” and, together with the First Merger, the “Integrated Mergers”), with Pi Merger Sub continuing as the surviving entity (the “Surviving Company”). The events described in this Current Report on Form 8-K took place in connection with the completion of the Integrated Mergers.
| Item 1.02 | Termination of a Material Definitive Agreement. |
Credit Facility
In connection with the consummation of the Integrated Mergers, on October 5, 2021, the Company, at the direction of Penn Virginia, terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under the (i) first-out senior secured revolving credit facility (the “Successor Credit Facility”), and (ii) second-out senior secured term loan credit facility (the “Successor Term Loan Facility” and, together with the Successor Credit Facility, the “Successor Credit Agreements”), dated as of November 30, 2020 (as amended from time to time), by and among the Company, its subsidiary Lonestar Resources America Inc., as borrower, the guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent. In connection with the termination of the Successor Credit Agreements, on October 5, 2021, all outstanding obligations for principal, interest and fees under the Successor Credit Agreements were paid off in full, and all liens securing such obligations and any letter of credit or hedging obligations permitted by the Successor Credit Agreements to be secured by such liens and guarantees of such obligations were released.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As discussed in the Introductory Note, on October 5, 2021, Penn Virginia completed its previously announced acquisition of the Company. At the effective time of the Merger (the “Effective Time”), each eligible share of common stock, par value $0.001 per share, of the Company (“Lonestar Common Stock”) issued and outstanding and each Tranche 1 Warrant (as defined in the Merger Agreement), was automatically converted into the right to receive 0.51 fully paid and nonassessable shares of Penn Virginia Common Stock. No fractional shares of Penn Virginia Common Stock were issued in the Merger, and holders of shares of Lonestar Common Stock and Tranche 1 Warrants, instead, received cash in lieu of fractional shares of Penn Virginia Common Stock, if any, as provided in the Merger Agreement.
The issuance of Penn Virginia Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Penn Virginia’s registration statement on Form S-4, as amended (File No. 333-259017), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2021. The proxy statement/consent solicitation statement/prospectus included in the registration statement contains additional information about the Merger.
The foregoing description of the Merger and the Merger Agreement, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Prior to the completion of the Merger, shares of Lonestar Common Stock were listed and traded on the OTCQX Best Market (the “OTCQX”) under the trading symbol “LONE.” In connection with the completion of the Merger, the Company notified the OTCQX that each eligible and outstanding share of Lonestar Common Stock (including each Company performance stock unit as described below) was converted into the right to receive 0.51 shares of Penn Virginia Common Stock and requested that OTCQX withdraw the listing of the Lonestar Common Stock. The Lonestar Common Stock ceased being traded on October 6, 2021, and is no longer listed on OTCQX.
In addition, Pi Merger Sub, as successor in interest to the Company, intends to file with the SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act be suspended.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each eligible share of the Lonestar Common Stock was converted into the right to receive 0.51 shares of Penn Virginia Common Stock.
In addition, in connection with the Merger and pursuant to the Merger Agreement, each outstanding award of Company restricted stock units, whether vested or unvested, was converted into an award, subject to the same terms and conditions, with the right to receive a number of shares of Penn Virginia Common Stock equal to the product of (i) the number of shares of Lonestar Common Stock subject to such award as of immediately prior to the Effective Time and (ii) the exchange ratio in the Merger, less applicable tax withholdings.
| Item 5.01 | Changes in Control of Registrant. |
Immediately following the First Merger, the Company merged with and into Pi Merger Sub, a wholly owned subsidiary of Penn Virginia. As a result of the consummation of the First Merger, the Company became a wholly owned subsidiary of Penn Virginia.
The information set forth in the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In accordance with the terms of the Merger Agreement, Mr. Frank D. Bracken, III, Mr. Eric Long, Mr. Gary D. Packer and Mr. Andrei Verona resigned as directors of the Company effective as of the Effective Time. None of these resignations were a result of any disagreement with the Company, its management or its board of directors. In accordance with the terms of the Merger Agreement, Mr. Richard Burnett was appointed to the board of directors of Penn Virginia, to serve as a director and chairman of the audit committee.
Also effective as of the Effective Time, each officer of the Company ceased his or her respective service as an officer of the Company.
| Item 5.03 | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the consummation of the Second Merger, the certificate of formation and limited liability company agreement of Pi Merger Sub as in effect immediately prior to the effective time of the Second Merger, as set forth in Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, became the certificate of formation and limited liability company agreement of the Surviving Company.
The foregoing disclosures are subject to and qualified in their entirety by reference to Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, which are incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, by and between Penn Virginia Corporation and Lonestar Resources US Inc., dated July 10, 2021 (incorporated by reference to Exhibit 2.1 to Penn Virginia Corporation’s Current Report on Form 8-K, filed July 13, 2021). | |
| 3.1* | Certificate of Formation of Pi Merger Sub LLC, dated June 29, 2021. | |
| 3.2* | Amended and Restated Limited Liability Company Agreement of Pi Merger Sub LLC, dated October 5, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. |
SIGNATURES
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.
| PENN VIRGINIA CORPORATION | ||||||
| Member: | ||||||
| Pi Merger Sub LLC | ||||||
| (as successor in interest to Lonestar Resources US Inc.) | ||||||
| Date: October 7, 2021 | ||||||
| /s/ Katherine Ryan | ||||||
| Katherine Ryan Vice President, Chief Legal Counsel and Corporate Secretary | ||||||
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF PI MERGER SUB LLC
The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:
| 1. | The name of the limited liability company is Pi Merger Sub LLC. |
| 2. | The Registered Office of the limited liability company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is The Corporation Trust Company. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 29, 2021.
| /s/ Sherie Hollinger |
| Name: Sherie Hollinger Title: Authorized Person |
Exhibit 3.2
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
PI MERGER SUB LLC
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Pi Merger Sub LLC, a Delaware limited liability company (the “Company”) (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is adopted by its sole member Penn Virginia Corporation, a Virginia Corporation (the “Member”), and is effective as of October 5, 2021.
WHEREAS, Pi Merger Sub LLC (“Merger Sub LLC”) was formed as a limited liability company in accordance with the Delaware Act on June 30, 2021;
WHEREAS, Merger Sub LLC is party to that certain Limited Liability Agreement of the Company, dated as of September 3, 2021 (the “Original LLC Agreement”);
WHEREAS, pursuant to that certain Transfer Agreement dated as of October 5, 2021, by and among the Member and the other parties signatory thereto (the “Contribution Agreement”), the Member acquired 100% of the issued and outstanding membership interests in the Company and became the sole Member of the Company;
WHEREAS, the Member now desires to amend and restate that certain Limited Liability Company Agreement of the Company, dated as of September 3, 2021 (the “Original LLC Agreement”), in its entirety as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained in the Merger Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Member, intending to be legally bound, hereby agree as follows:
1. Name; Formation; Term. The name of the Company is Pi Merger Sub LLC. Pursuant to the filing of the certificate of formation with the office of the Delaware Secretary of State, the Company was formed on June 30, 2021 as a limited liability company in accordance with the Delaware Limited Liability Company Act (“Act”). The existence of the Company commenced on the date the certificate of formation was filed with the office of the Secretary of the State of Delaware and shall continue until the Company is dissolved pursuant to Section 10 of this Agreement.
2. Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware is the registered office set forth in the certificate of formation; provided that the Member may designate another office (which need not be a place of business of the Company) in the manner provided by law. The registered agent of the Company in the State of Delaware is the initial registered agent named in the certificate of formation; provided that the Member may designate another Person as the registered agent from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.
3. Purposes. The purpose of the Company is to engage in any business or activity that is not prohibited by the Act.
4. Member. The sole member of the Company is Penn Virginia Corporation (the “Member”). The Company may, with the prior written consent of the Member, admit additional Persons as members.
5. Limited Liability. The Member shall not have any personal liability whatsoever in such Member’s capacity as a member, whether to the Company, to the creditors of the Company or to any other Person for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company.
6. Management.
(a) The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, under the Act. The Member is authorized to bind the Company and to execute and deliver any instrument or document on behalf of the Company without any vote or consent of any other Person.
(b) The Member may, from time to time, designate one or more persons to be authorized signatories of the Company. Authorized persons do not need to be a resident of the State of Delaware. Any authorized person so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them.
(c) The Member may, from time to time, designate one or more persons to serve as officers of the Company. Officers do not need to be residents of the State of Delaware. An officer shall have only such title, authority and duties that the Member may provide from time to time. Each officer shall hold office until such officer’s successor is appointed or until such officer dies, resigns or is removed. An officer may resign at any time by delivering written notice to the Member and such resignation shall be effective upon receipt by the Member unless it is specified to be effective at some other time or upon the happening of some other event. An officer may be removed as an officer for any reason by the Member at any time. Appointment of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company shall remain vacant until filled by the Member. Unless otherwise determined by the Member in writing, each officer shall, in the performance of such officer’s duties, owe to the Company and the Members duties of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.
7. Indemnification; Exculpation.
(a) The Company hereby agrees to indemnify, reimburse and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person by reason of the fact that such Person is or was a member of the Company, is or was serving as an officer or authorized person of the Company or is or was serving at the request of the Company as an officer, manager, director, principal, member, partner, employee or agent of another legal entity, joint venture or other enterprise. Expenses, including attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Member, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of members, officers and authorized persons.
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(b) Notwithstanding anything contained herein to the contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall not be required to make additional Capital Contributions to help satisfy such indemnity of the Company.
(c) The Company hereby acknowledges that certain persons may have rights to indemnification and advancement of expenses (directly or through insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include third parties for whom such person serves as a manager, member, officer, employee or agent. The Company hereby agrees and acknowledges that notwithstanding any such rights that a person may have with respect to any Other Indemnitor(s), (i) the Company is the indemnitor of first resort with respect to all persons and all obligations to indemnify and provide advancement of expenses to persons, (ii) the Company shall be required to indemnify and advance the full amount of expenses incurred by such persons, to the fullest extent required by law.
(d) If a claim for indemnification or payment of expenses under this Section 7 is not paid in full within thirty (30) days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, to the extent permitted by law, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
(e) None of the Indemnified Persons shall be liable to the Member or the Company for mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged, or retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of affairs of the Company and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care.
(f) The right to indemnification and the advancement and payment of expenses conferred in this Section 7 shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Member or otherwise.
8. LLC Interests; Capital Contributions; Loans. The limited liability company interest in the Company, including the right to a distributive share of profits, losses and other items on income, gain, loss, deduction and credits of the Company, to distributions pursuant to Section 9 and to a distributive share of the assets of the Company in a liquidation and winding up, shall be represented by “Units,” which shall include any series of Units created and authorized by the Member after the date hereof; provided that any such series of Units shall the relative rights, powers and duties set forth in this Agreement. The Unit Ownership Ledger attached hereto the number of Units held by the Member and the Capital Contributions made (or deemed to be made) by the Member. The Member is not required to make any Capital Contributions to the Company. The Unit Ownership Ledger will be updated from time to reflect issuances, transfers and repurchases of Units and any additional Capital Contributions. Loans by the Member to the Company shall not be considered Capital Contributions but shall be a liability of the Company, payable or collectible in accordance with the terms upon which such loan is made.
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9. Distributions. The Member may, but is not obligated to, cause the Company to make distributions at such time, in such amounts and in such form as determined by the Member.
10. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member; or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
11. Transfers and Assignments. The Member may transfer Units and assign its Membership Interest.
12. Pledge of Units or Membership Interest. The Member may pledge or hypothecate any or all of its Units or Membership Interest to any lender to the Company or any affiliate thereof or to an agent acting on such lender’s behalf. Upon a transfer of any Units or the Member’s Membership Interest pursuant to the exercise of remedies in connection with a pledge or hypothecation: (a) the lender, agent or transferee of such lender or agent, as the case may be, shall become the Member and shall succeed to all of the rights, duties and powers, and shall be bound by all of the obligations, of the Member and (b) following such transfer, the pledging Member shall cease to be a member and shall have no further rights, duties, powers, obligations or liabilities as a member of the Company or otherwise under this Agreement. The execution and delivery of this Agreement by the Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 12.
13. Amendments. The Member may amend this Agreement at any time; provided that Section 12 may not be amended so long as any Units or the Membership Interest of the Member remain subject to a pledge or hypothecation in favor of any lender to the Company or any affiliate thereof without the pledgee’s (or the transferee of such pledgee’s) prior written consent. Each recipient of a pledge or hypothecation of Units or the Membership Interest (and the transferee of such pledgee) shall be a third party beneficiary of the provisions of Section 12.
14. Tax Matters. The Company will be treated as a disregarded entity for federal income tax purposes and for purposes of corresponding provisions of state and local law, provided that if two or more Persons are members of the Company, the Company will be treated as a partnership for federal income tax purposes and for purposes of corresponding provisions of state and local law.
15. Observance of Formalities. Notwithstanding anything herein or in the Act to the contrary, the failure of the Company, the Member or any officer or authorized person to observe any formalities or procedural or other requirements relating to the exercise of its rights, duties, powers or management of the Company’s business and affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member.
16. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.
17. Descriptive Headings; Interpretation; Definitions. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. The phrase “at any time” shall be deemed to be followed by the words “and on one or more occasions” and the phrase “from time to time” shall be interpreted to mean “at any time and on one or more occasions.” Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “or,” “either” and “any” shall not be exclusive. Whenever in this Agreement the Member is required or permitted to take any action or to make a decision or determination, the Member
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shall take such action or make such decision or determination in its sole and absolute discretion and shall not be subject to any other or different standard. “Person” means any natural person, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company or other legal entity or governmental entity. “Capital Contributions” means the cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services, which a member contributes or is deemed to contribute to the Company in its capacity as a member. “Membership Interest” means, in respect of a member, the rights, powers and duties of such Member set forth in this Agreement and the Act.
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The undersigned has executed this limited liability company agreement as of the date first above written.
| MEMBER: | ||
| PENN VIRGINIA CORPORATION | ||
| By: | /s/ Darrin J. Henke | |
| Name: | Darrin J. Henke | |
| Its: | President and Chief Executive Officer |
Signature Page to A&R LLC Agreement Pi Merger Sub LLC
Unit Ownership Ledger
| Member |
Units | |||
| Penn Virginia Corporation |
100 | % | ||
| 16285 Park Ten Place, Suite 500 |
||||
| Houston, TX 77084 |
||||
Document and Entity Information |
Oct. 05, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Lonestar Resources US Inc. |
| Security Exchange Name | NASDAQ |
| Amendment Flag | false |
| Entity Central Index Key | 0001661920 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Oct. 05, 2021 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37670 |
| Entity Tax Identification Number | 81-0874035 |
| Entity Address, Address Line One | 16285 Park Ten Place |
| Entity Address, Address Line Two | Suite 500 |
| Entity Address, City or Town | Fort Worth |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77084 |
| City Area Code | (713) |
| Local Phone Number | 722-6500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, $0.001 par value |
| Trading Symbol | LONE |
| Entity Emerging Growth Company | false |
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