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EX-10.1 - LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT - Yuma Energy, Inc. | yuma_ex101.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: May 8, 2018
(Date of earliest event reported)
Yuma Energy, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
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001-37932
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94-0787340
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1177
West Loop South, Suite 1825
Houston,
Texas 77027
(Address of principal executive offices) (Zip Code)
(713)
968-7000
(Registrant’s telephone number, including area
code)
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(Former name or former address, if changed since last
report)
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01.
Entry into a Material Definitive Agreement.
On
May 8, 2018, Yuma Energy, Inc. (the “Company”) entered
into the Limited Waiver and Second Amendment to Credit Agreement
and Borrowing Base Redetermination (the “Amendment”)
amending the Credit Agreement dated October 26, 2016 and as amended
on May 19, 2017 (the “Credit Agreement”) among the
Company and certain of its subsidiaries (collectively, the
“Borrowers”), Société Générale, as
administrative agent, and the lenders and guarantors party
thereto.
The
Amendment provides, among other things, as follows:
●
the
waiver of the Company’s compliance with its total debt to
EBITDAX covenant for the trailing four quarter period ended March
31, 2018, as long as it does not exceed 3.75 to 1.00;
●
reduction
of the borrowing base to $35.0 million;
●
the
Company is required to enter into additional hedging arrangements
with respect to a substantial portion of its reasonably anticipated
projected production.
●
effective
as of March 31, 2018, the terms of the financial covenant related
to the current ratio were revised to exclude the current portion of
long term indebtedness outstanding under the Credit Agreement from
current liabilities.
●
and
the Company is required to provide monthly production and lease
operating expense statements to the lenders.
The
preceding is a summary of the material provisions of the Amendment
and is qualified in its entirety by reference to the complete text
of the Amendment filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated by reference herein.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is filed with this Current Report on Form
8-K:
Exhibit No.
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Description
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Limited
Waiver and Second Amendment to Credit Agreement and Borrowing Base
Redetermination dated May 8, 2018 among Yuma Energy, Inc., Yuma
Exploration and Production Company, Inc., Pyramid Oil LLC, Davis
Petroleum Corp., Société Générale, as
Administrative Agent, and each of the lenders and guarantors party
thereto.
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SIGNATURE
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.
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YUMA
ENERGY, INC.
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Date: May 11,
2018
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By:
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/s/
Sam L.
Banks
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Name:
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Sam L.
Banks
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Title:
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Chief Executive
Officer
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