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.