Item 1.01 Entry Into a Material Definitive Agreement.
On
The consideration payable by Purchaser for the
The consummation of the Acquisition (the "Closing") is subject to the satisfaction or waiver of a number of conditions set forth in the Purchase Agreement, including, among others, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject to the satisfaction of the conditions in the Purchase Agreement, the Closing is expected to occur in the second quarter of 2023.
The Purchase Agreement contains representations, warranties and covenants of the parties customary for a transaction of this nature. In addition, Purchaser, on the one hand, and Sellers, on the other hand, have agreed to indemnify each other and their respective affiliates, shareholders, members, officers, directors, employees and other representatives for certain losses, including, among other things, breaches of representations, warranties and covenants, subject to certain negotiated limitations, deductibles, thresholds and survival periods set forth in the Purchase Agreement.
The foregoing description of the Acquisition and the Purchase Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to
this Current Report on Form 8-K (this "Current Report") and is incorporated
herein by reference. This summary of the principal terms of the Purchase
Agreement and the copy of the Purchase Agreement filed as Exhibit 2.1 have been
included to provide investors with information regarding its terms. It is not
intended to provide any other factual information about Matador, Purchaser,
--------------------------------------------------------------------------------
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). "Forward-looking statements" are statements related to future,
not past, events. Forward-looking statements are based on current expectations
and include any statement that does not directly relate to a current or
historical fact. In this context, forward-looking statements often address
expected future business and financial performance, and often contain words such
as "could," "believe," "would," "anticipate," "intend," "estimate," "expect,"
"may," "should," "continue," "plan," "predict," "potential," "project,"
"hypothetical," "forecasted" and similar expressions that are intended to
identify forward-looking statements, although not all forward-looking statements
contain such identifying words. Forward-looking statements in this report
include, among other things, statements about the anticipated timing of closing
the Acquisition. Actual results and future events could differ materially from
those anticipated in such statements, and such forward-looking statements may
not prove to be accurate. These forward-looking statements involve certain risks
and uncertainties, including, but not limited to, the following risks related to
the Acquisition: the ability of the parties to consummate the Acquisition in the
anticipated timeframe or at all; risks related to the satisfaction or waiver of
the conditions to closing the Acquisition in the anticipated timeframe or at
all; risks related to obtaining the requisite regulatory approvals; disruption
from the Acquisition making it more difficult to maintain business and
operational relationships; significant transaction costs associated with the
Acquisition; the risk of litigation and/or regulatory actions related to the
Acquisition; other business effects, including the effects of industry, market,
economic, political or regulatory conditions; and the other factors which could
cause actual results to differ materially from those anticipated or implied in
the forward-looking statements. Matador may not succeed in addressing these and
other risks. For further discussions of risks and uncertainties, you should
refer to Matador's filings with the
Item 7.01 Regulation FD Disclosure.
On
In connection with the Press Release, Matador released a presentation summarizing the Acquisition, which presentation is available on Matador's website, www.matadorresources.com, on the Events and Presentations page under the Investor Relations tab.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1* Securities Purchase Agreement, datedJanuary 24, 2023 , by and amongMRC Hat Mesa, LLC ,MRC Energy Company (solely for the limited purposes stated therein),AEP EnCap HoldCo, LLC ,Ameradvance Management LLC and Advance Energy Partners Holdings, LLC 99.1 Press Release issued byMatador Resources Company onJanuary 24, 2023 104 Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101
* This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5)
of Regulation S-K, which the registrant agrees to furnish supplementally to the
however, that the registrant may request confidential treatment pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any
schedules or exhibits so furnished.
--------------------------------------------------------------------------------
© Edgar Online, source