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 17, 2016
Rex Energy Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 001-33610 | 20-8814402 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 366 Walker Drive State College, Pennsylvania |
16801 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s Telephone Number, including area code: (814) 278-7267
Not Applicable
(Former name, former address and former fiscal year, 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.):
| ¨ | 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 3.02. | Unregistered Sales Of Equity Securities. |
On April 17, 2016, Rex Energy Corporation (the “Company”) entered into a privately negotiated exchange agreement with a certain holder (the “Holder”) of the Company’s depositary shares, each representing a 1/100th ownership interest in a share of the Company’s 6.00% Convertible Perpetual Preferred Stock, Series A, par value $0.001 per share (“Preferred Stock”), and the Company’s 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 (the “Notes”) pursuant to which it has agreed (i) to exchange the Holder’s Preferred Stock and waive all accrued and unpaid dividends on the Preferred Stock accrued through the effective date of the agreement and (ii) to exchange the Holder’s Notes and waive all accrued and unpaid interest accrued through the effective date of the agreement, for shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”).
In the aggregate, the Company will issue 1,924,618 shares of Common Stock (approximately 2.8% of the Company’s outstanding shares of Common Stock after giving effect to the issuance) in exchange for (i) 137,500 depositary shares, each representing a 1/100th ownership interest in a share of Preferred Stock, (ii) $2,198,474 in aggregate principal amount of the Notes and (iii) the right to receive any accrued, accumulated and unpaid dividends and/or interest, as applicable, in respect thereof as of the effective date of the agreement. Closing is expected to occur on or about April 20, 2016, subject to satisfaction or waiver of customary closing conditions.
The shares of Common Stock will be issued under Section 3(a)(9) of the Securities Act of 1933, as amended.
The Company may tender for, redeem or repurchase additional shares of Preferred Stock and/or outstanding notes. The form and timing of any such activity will be dependent on market conditions and other factors and there can be no assurance that any such transactions will be completed within any specific timetable.
This current report on Form 8-K does not constitute an offer to exchange any securities of the Company for Common Stock or other securities of the Company.
[Signature page to follow]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Rex Energy has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| REX ENERGY CORPORATION | ||
| By: | /s/ Jennifer L. McDonough | |
| Jennifer L. McDonough | ||
| Senior Vice President, General Counsel and Secretary | ||
Date: April 18, 2016