Item 1.01 Entry Into Material Definitive Agreement.
As previously disclosed, on June 28, 2020, Lilis Energy, Inc., a Nevada
corporation (the "Company"), and its consolidated subsidiaries Brushy Resources,
Inc., ImPetro Operating LLC, ImPetro Resources, LLC, Lilis Operating Company,
LLC and Hurricane Resources LLC (collectively, the "Filing Subsidiaries" and,
together with the Company, collectively, the "Debtors") filed voluntary
petitions seeking relief under Chapter 11 of Title 11 of the United States Code
(the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of Texas, Houston Division (the "Bankruptcy Court") commencing cases
for relief under Chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases").
As previously disclosed, the Debtors have pursued a process to sell all or
substantially all of their assets through the Chapter 11 Cases and on August 21,
2020, the Bankruptcy Court entered an order approving bidding procedures for any
sales of the Debtors' assets ("the Bidding Procedures Order"), which was
supported by certain investment funds and entities affiliated with Värde
Partners, Inc., the lenders under the Company's revolving credit facility (other
than Värde) and the official committee of unsecured creditors appointed in the
Chapter 11 Cases. On November 5, 2020, the Company commenced, pursuant to the
Bidding Procedures Order, an auction (the "Auction") under Section 363 of the
Bankruptcy Code relating to the disposition of substantially all of the
Company's assets.
Following the completion of the Auction, on November 8, 2020, the Company
announced that the bid submitted by Ameredev Texas, LLC (the "Purchaser") was
the winning bid (the "Winning Bid") for substantially all of the assets of the
Company, and on November 9, 2020, the Company and the Purchaser entered into a
purchase and sale agreement (the "PSA") providing for the acquisition by the
Purchaser of substantially all of the Company's assets, in exchange for the
payment of $46.6 million, subject to certain purchase price adjustments and
customary closing conditions as set forth in the PSA (the "Purchase Price").
A hearing to consider approval for the sale of the assets pursuant to the
Winning Bid under the PSA was held before the Bankruptcy Court on November 13,
2020, during which Bankruptcy Court entered an order approving the sale pursuant
to the PSA. The foregoing description of the PSA does not purport to be complete
and is qualified in its entirety by reference to the PSA, which has been filed
with the Court and is attached hereto as Exhibit 2.1 and incorporated herein by
reference.
Item 7.01 Regulation FD.
On November 8, 2020, the Company issued a press release announcing the
completion of the Auction and the Winning Bid, a copy of a corrected version of
which was issued on November 9, 2020, is furnished herewith as Exhibit 99.1.
Information regarding the Chapter 11 Cases, including the Bidding Procedures
Order, is available for free on the website maintained by Stretto, located at
https://cases.stretto.com/LilisEnergy or by calling (855) 364-4639 (Toll-Free)
or (949) 266-6357 (Local).
The information contained in this Item 7.01 (including other information on the
Chapter 11 cases on the above referenced website and in the press release filed
as Exhibit 99.1) is furnished pursuant to this Item 7.01 and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liabilities of that Section, notwithstanding any
general incorporation by reference language in other filings by the Company.
Item 9.01 Exhibits.
(d) Exhibits.
Exhibit Number Description
Purchase and Sale Agreement, between Lilis Energy Inc. and its
subsidiaries, as Sellers, and Ameredev Texas, LLC, dated as of
2.1 November 6, 2020.
99.1 Press Release dated November 9, 2020.
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LILIS ENERGY, INC. 
