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Subsequent Events
6 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent Events

In preparing the consolidated financial statements, management has evaluated all subsequent events and transactions for potential recognition or disclosure through the date the accompanying consolidated financial statements were issued.

Securities Purchase Agreement

On August 2, 2016, LRAI and Successor entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Juneau Energy, LLC, as initial purchaser (the “Initial Purchaser”), Leucadia National Corporation (“Leucadia”), as guarantor of the Initial Purchaser’s obligations, the other purchasers party thereto (collectively, along with the Initial Purchaser, the “Purchasers”) and Jefferies, LLC, in its capacity as the collateral agent for the Purchasers, relating to the issuance and sale of (i) up to $49,900,000 aggregate principal amount of LRAI’s 12% senior secured second lien notes due 2021 (the “Second Lien Notes”) and (ii) five-year warrants to purchase up to an aggregate 998,000 shares of the Successor’s common stock at a price equal to $5.00 per share (the “Warrants” and, together with the Notes, the “Securities”). The initial sale of $10,000,000 aggregate principal amount of Securities closed on August 4, 2016 (the “Closing Date”).

The Notes are secured by second-priority liens on substantially all of LRAI’s and its subsidiaries’ assets to the extent such assets secure obligations under the Credit Agreement. Pursuant to the terms of an intercreditor agreement, the security interest in those assets that secure the Notes and the related guarantees are contractually subordinated to liens that secure borrowings under the Credit Agreement and certain other permitted indebtedness. Consequently, the Notes and the guarantees will be effectively subordinated to the borrowings under the Credit Agreement and such other indebtedness to the extent of the value of such assets.

As of August 15, 2016, LRAI has issued $25,000,000 Second Lien Notes with the Successor issuing Warrants to purchase 500,000 of the Successor’s common stock.  Proceeds from the Second Lien Notes issuance were used to repurchase $48,414,000 in aggregate principal amount of its 8.750% Senior Notes in privately negotiated open market repurchases with holders of such notes and related fees and expenses related to the foregoing.

Registration Rights Agreement

In connection with entering into the Purchase Agreement, the Successor entered into a Registration Rights Agreement, dated as of August 2, 2016 (the “Registration Rights Agreement”), by and among the Successor, Leucadia and the Initial Purchaser (together with Leucadia and their permitted transferees, the “Holders”). Pursuant to the Registration Rights Agreement, the Successor has agreed to register for resale certain restricted shares of the Successor (the “Registrable Securities”) issued or issuable to the Holders, including those issuable upon exercise of the Warrants or pursuant to Leucadia’s commitment (the “Equity Commitment”) to purchase shares of the Successor’s Class A Voting Common Stock (the “Common Stock”). The Successor has agreed to file a registration statement providing for resale of the Registrable Securities as permitted by Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) no later than the earlier of (i) the one year anniversary of the consummation of the Offering (as defined below) and (ii) 30 days after the date the Successor first becomes eligible to file a registration statement on Form S-3. The Successor has also agreed, subject to certain limitations, to allow the Holders to sell Registrable Securities in connection with certain registered offerings that the Successor may conduct in the future and to provide holders of a specified number of Registrable Securities the right to demand that the Successor conduct an underwritten public offering of Registrable Securities under certain circumstances. The Registration Rights Agreement contains representations, warranties, covenants and indemnities that are customary for private placements by public companies.

In the event that the Successor elects to pursue an equity offering prior to December 31, 2016, Leucadia agreed pursuant to the Equity Commitment to purchase the number of shares of Common Stock equal to (such amount, the “Commitment Amount”) (a) $20,000,000 (or such lesser amount as the Successor requests) divided by (b) the offering price to investors in a registered public offering of securities (the “Offering”) that is completed on or before December 31, 2016 (the “Outside Date”). Leucadia’s agreement to purchase the Common Stock is conditioned on, amongst other things, the Successor (i) selecting a lead underwriter approved by Leucadia, (ii) having, together with its subsidiaries, no more than $295,000,000 of long-term debt outstanding (net of cash and cash equivalents), and (iii) the equity order book in the Offering is no less than $40,000,000, excluding the Commitment Amount.

In connection with the Equity Commitment, the Successor will pay Leucadia a fee equal to $1,000,000, payable whether an Offering is launched or consummated, upon the earlier of (i) the closing of the Offering, (ii) the termination of the Offering and (iii) the Outside Date.

In the event Leucadia purchases not less than the Commitment Amount in an Offering, the Successor has agreed to use commercially reasonable efforts to enter into arrangements that provide Leucadia will have the right to appoint one director to the board of directors of the Successor, provided that such right will terminate at such time as Leucadia and its affiliates own a number of shares of Common Stock equal to less than 50% of the shares purchased by Leucadia and its affiliates in the Offering.

Purchase and Sale Agreement

On August 2, 2016 Eagleford Gas 5, LLC and the Sucessor (“Buyer”) entered into a purchase and sale agreement with Juneau Energy, LLC (“Seller”) whereby the Buyer obtained an undivided 50% of Seller’s interest in two producing wells and each well’s respective  oil and gas leases covering approximately 1,300 net mineral acres located in Brazos County, Texas.  The total purchase paid by Buyer was $5,500,000 payable in 500,227 shares of the Successor’s Class A Voting Common Stock.