Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - BILL BARRETT CORP | d907483dex101.htm |
UNITED STATES
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
Date of Report (Date of earliest event reported): April 9, 2015
Bill Barrett Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-32367 | 80-0000545 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 1099 18th Street, Suite 2300 Denver, Colorado |
80202 | |
| (Address of principal executive office) | (Zip Code) |
(303) 293-9100
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 |
Third Amendment to Third Amended and Restated Credit Agreement. On April 9, 2015, Bill Barrett Corporation (the “Company”) entered into a Third Amendment to the Third Amended and Restated Credit Agreement dated March 16, 2010, among the Company, as the borrower, certain subsidiaries of the Company party thereto, each of the lenders and agents party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Third Amendment”). The Third Amendment has an effective date of April 9, 2015.
The Third Amendment, among other things:
| (i) | amended the definition of “Total Debt” in the credit agreement to provide that, with respect to each period of four fiscal quarters ending on or before December 31, 2016, if there are no loans outstanding under the credit agreement on the date of determination, “Total Debt” shall be offset by the aggregate amount of unrestricted cash and cash equivalents in excess of $10,000,000 included in cash and cash equivalents accounts that would be listed on the consolidated balance sheet of the Company and its consolidated subsidiaries; |
| (ii) | amended the definition of “Maturity Date” in the credit agreement to mean the earliest of (a) April 9, 2020 or (b) the date 181 days prior to the maturity of certain unsecured senior or senior subordinated debt of the Company in existence as of the date of the Third Amendment or that may be incurred by the Company as of a future date, or any permitted refinancing debt in respect thereof; |
| (iii) | amended the definition of “LC Commitment” in the credit agreement to reduce the LC Commitment amount to $50,000,000, provided that the Company may elect to increase the LC Commitment by up to $50,000,000; and |
| (iv) | updated various anti-corruption laws, tax, defaulting lender and swap agreement provisions of the credit agreement to conform to current market standards and changes in the law. |
As of April 9, 2015, the Company had no amounts outstanding under the credit agreement, and the Company is currently in compliance with all financial covenants required by the credit agreement.
Certain of the lenders under the credit agreement or their affiliates have provided and may continue to provide banking, financial, or other services to the Company and its affiliates. They have received, and may in the future receive, customary fees and commissions for their services.
The foregoing summary is qualified in its entirety by reference to the Third Amendment, which is attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 above hereby is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 10.1* | Third Amendment dated effective as of April 9, 2015 to Third Amended and Restated Credit Agreement dated as of March 16, 2010, among Bill Barrett Corporation, certain of its subsidiaries party thereto and the banks named therein. | |
| * | The schedules and exhibits have been omitted; available upon request. |
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.
| Date: April 9, 2015 | BILL BARRETT CORPORATION | |||||
| By: | /s/ Kenneth A. Wonstolen | |||||
| Kenneth A. Wonstolen | ||||||
| Senior Vice President—General Counsel; and Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 10.1* | Third Amendment dated effective as of April 9, 2015 to Third Amended and Restated Credit Agreement dated as of March 16, 2010, among Bill Barrett Corporation, certain of its subsidiaries party thereto and the banks named therein. | |
| * | The schedules and exhibits have been omitted; available upon request. |