Attached files
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EX-2.1 - EX-2.1 - Approach Resources Inc | d80089exv2w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 23, 2011
February 23, 2011
APPROACH RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33801 | 51-0424817 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Ridgmar Centre | ||
6500 West Freeway, Suite 800 | ||
Fort Worth, Texas | 76116 | |
(Address of principal executive offices) | (Zip Code) |
(817) 989-9000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
(Former name or former address, if changed since last report.)
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 | Entry into a Material Definitive Agreement. |
On February 23, 2011, Approach Oil & Gas Inc. (AOG), a subsidiary of Approach Resources Inc.
(the Company), entered into a purchase and sale agreement (the Purchase Agreement) with J. Cleo
Thompson & James Cleo Thompson, Jr., L.P. and Wes-Tex Drilling Company, L.P. to acquire an
additional 38.33% working interest in oil and gas properties and equipment and support facilities
in the Companys Cinco Terry operating area in the Permian Basin, Crockett County, Texas
(collectively, the Assets). The purchase price under the Purchase Agreement was $76.0 million,
subject to customary adjustments, with an effective date of December 1, 2010.
The Purchase Agreement is filed herewith as Exhibit 2.1 and is incorporated herein by
reference. The foregoing description of the Purchase Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement.
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On February 28, 2011, AOG completed the acquisition of the Assets from J. Cleo Thompson &
James Cleo Thompson, Jr., L.P. and Wes-Tex Drilling Company, L.P. pursuant to the Purchase
Agreement for $76.0 million, subject to customary adjustments. Funding was provided through
borrowings under the Companys revolving credit facility and cash on hand.
The Purchase Agreement is filed herewith as Exhibit 2.1 and is incorporated herein by
reference. The foregoing description of the Purchase Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 28, 2011, the Company borrowed $67 million in principal amount under its existing
revolving credit facility (the Loan) to fund the acquisition of the Assets by AOG described in
Items 1.01 and 2.01 and incorporated herein by reference. The Companys revolving credit facility
was established pursuant to its Revolving Credit Agreement dated January 18, 2008, among the
Company, as borrower, The Frost National Bank, as administrative agent and lender, and the
financial institutions named therein (as amended, the Credit Agreement).
Pursuant to the terms of the Credit Agreement, the Loan will accrue interest at 4.75%. After
accounting for the draw down of the Loan from the revolving credit facility, the Company has an
available borrowing capacity of approximately $82.7 million remaining under its revolving credit
facility.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of business acquired.
Since it is impracticable to provide the required financial statements for the Assets acquired
from J. Cleo Thompson & James Cleo Thompson, Jr., L.P. and Wes-Tex Drilling Company, L.P. described
in Item 2.01 at the time of this filing and no financial statements (audited or unaudited) are
available at this time, the Company hereby confirms that it intends to file the required financial
statements on or before May 11, 2011, by amendment to this Current Report on Form 8-K.
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(d) Exhibits.
Exhibit No. | Description | |
2.1*
|
Purchase and Sale Agreement dated as of February 23, 2011, between J. Cleo Thompson & James Cleo Thompson, Jr., L.P. and Wes-Tex Drilling Company, L.P., as Sellers, and Approach Oil & Gas Inc., as Buyer. |
* | The exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such exhibits and schedules to the Securities and Exchange Commission upon request. |
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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.
APPROACH RESOURCES INC. |
||||
By: | /s/ J. Curtis Henderson | |||
J. Curtis Henderson | ||||
Executive Vice President and General Counsel | ||||
Date: March 1, 2011
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EXHIBIT INDEX
Exhibit No. | Description | |
2.1
|
Purchase and Sale Agreement dated as of February 23, 2011, between J. Cleo Thompson & James Cleo Thompson, Jr., L.P. and Wes-Tex Drilling Company, L.P., as Sellers, and Approach Oil & Gas Inc., as Buyer. |
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