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): October 6, 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 October 6, 2016, Rex Energy Corporation (the “Company”) entered into a privately negotiated exchange agreement with a certain holder (the “Holder”) of the Company’s 8.875% Senior Notes due 2020 (the “2020 Notes”) and the Company’s 6.250% Senior Notes due 2022 (the “2022 Notes” and together with the 2020 Notes, the “Notes”), pursuant to which the Company and the Holder agreed to exchange the Holder’s Notes for shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). This transaction, when combined with previous privately negotiated exchanges, resulted in the Company’s issuance of greater than 1.0% of the number of shares of Common Stock that were outstanding as of the date of the Company’s last periodic report on Form 10-Q; accordingly, the Company is making this filing to report the transactions in compliance with this Item 3.02.
In the aggregate, the Company issued 1,046,361 shares of Common Stock (approximately 1.0% of the Company’s outstanding shares of Common Stock after giving effect to the issuance) in exchange for (i) $957,000 in aggregate principal amount of the 2020 Notes (ii) $337,000 in aggregate principal amount of the 2022 Notes and (iii) accrued, accumulated and unpaid interest in respect thereof as of the effective date of the agreement. The shares were issued on October 7, 2016.
The shares of Common Stock were issued under Section 3(a)(9) of the Securities Act of 1933, as amended.
The Company may periodically tender for, redeem or repurchase more of its outstanding notes. The form and timing of any such activity will be dependent on market conditions, required approvals, and other factors and there can be no assurance that any such transactions will be completed within any specific timetable or at all.
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: October 12, 2016