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WARREN RESOURCES INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

August 12, 2014

Item 1.01 Entry Into Material Definitive Agreement.

Amendment to Asset Purchase Agreement

As previously disclosed in the Current Report on Form 8-K filed on July 7, 2014, Warren Resources, Inc. ("Warren") entered into the Purchase and Sale Agreement on July 6, 2014 (the "Asset Purchase Agreement") with Citrus Energy Appalachia, LLC ("CEA"), a wholly-owned subsidiary of Citrus Energy Corporation ("Citrus"), TLK Partners, LLC ("TLK"), and Troy Energy Investments, LLC ("TEI" and together with CEA and TLK, "Seller"), and joined in for certain purposes by Citrus, pursuant to which Warren agreed to acquire substantially all of Seller's assets in the Marcellus Shale in Wyoming County, Pennsylvania (the "Marcellus Assets") for an aggregate purchase price of approximately $352.5 million, subject to adjustments as provided in the Asset Purchase Agreement (the "Acquisition"). Under the terms of the Asset Purchase Agreement, the total purchase price consists of $312.5 million of cash and $40 million of Warren common stock priced at $6.00 per share.

On August 11, 2014, Warren and Seller entered into an Amendment to the Asset Purchase Agreement (the "APA Amendment"), which provides for, among other things, correction of TLK's name as listed in the Asset Purchase Agreement and correction of the Citrus entity that will receive the stock consideration payable under the Asset Purchase Agreement from CEA to Citrus.

The descriptions of the Asset Purchase Agreement and the APA Amendment set forth in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the agreements filed as Exhibits 2.1 and 2.2 hereto, respectively, and are incorporated herein by reference. Furthermore, the warranties and covenants contained in the Asset Purchase Agreement are made solely for the benefit of the parties thereto and are qualified by confidential disclosures that the parties have exchanged in connection with the agreements.

Common Stock Registration Rights Agreement

On August 11, 2014, in connection with the closing of the Acquisition and the issuance by Warren of 6,666,667 shares of its common stock (the "Shares") to Citrus as described below, Warren entered into a Registration Rights Agreement (the "Common Stock Registration Rights Agreement"), dated August 11, 2014, by and between Warren and Citrus. Pursuant to the Common Stock Registration Rights Agreement, Warren will use its reasonable best efforts to (i) file a resale registration statement with respect to all of the Shares by the later of thirty (30) days following the closing date (the "Closing Date") and ten (10) business days after Warren's receipt of the required financial statements of Citrus and TLK for the quarter ended June 30, 2014, and (ii) cause such resale registration statement to become or be declared effective no later than ninety (90) days following the Closing Date.

In limited circumstances, Citrus will have piggyback registration rights as detailed in the Common Stock Registration Rights Agreement.

The description of the Common Stock Registration Rights Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.



As previously disclosed in the Current Report on Form 8-K filed on July 7, 2014, Warren entered into the Asset Purchase Agreement on July 6, 2014 with Seller pursuant to which Warren agreed to acquire substantially all of Seller's assets in the Marcellus Shale in Wyoming County, Pennsylvania for an aggregate purchase price of approximately $352.5 million, subject to customary adjustments as provided in the Asset Purchase Agreement. Under the terms of the Asset Purchase Agreement, the total purchase price consisted of $312.5 million of cash and $40 million of Warren common stock priced at $6.00 per share.

On August 11, 2014, Warren and Seller entered into the APA Amendment, which provides for, among other things, the correction of TLK's name as listed in the Asset Purchase Agreement and correction of the Citrus entity that will receive the stock consideration payable under the Asset Purchase Agreement from CEA to Citrus Energy Corporation. On August 11, 2014, Warren completed the acquisition.

Copies of the Asset Purchase Agreement and the PSA Amendment are attached as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

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Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

On August 11, 2014, Warren issued $300,000,000 aggregate principal amount of the Notes in a private placement transaction exempt from registration requirements. The Notes are governed by the Indenture described in Item 1.01 above. The Notes are jointly and severally guaranteed on a senior unsecured basis by the Guarantors and by certain of Warren's future restricted subsidiaries that guarantee our indebtedness under the Credit Facility.

Additional terms and conditions are contained in Item 1.01 under the caption "Indenture Relating to the 9.000% Senior Notes due 2022" and are incorporated herein by reference.

The information set forth under Item 1.01 under the caption "Third Amended and Restated Credited Agreement" is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On August 11, 2014, in connection with the closing of the Acquisition, Warren issued to Citrus 6,666,667 shares of Warren common stock. Such issuance was made in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof.

Item 3.03. Material Modification to Rights of Security Holders.

Each of the Indenture and Credit Facility contains a covenant, that, among other things, restricts Warren's ability to pay dividends or distributions or redeem or repurchase capital stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Current Report on Form 8-K filed on July 7, 2014, on July 3, 2014, the Warren Board of Directors elected Lance Peterson, CEO and President of Citrus, a director upon consummation of the Acquisition. Mr. Peterson will fill one of the current vacancies on the Warren Board of Directors and will stand for re-election at the 2015 annual meeting of stockholders. Mr. Peterson will receive an annual retainer and meeting fees, in each case in a manner consistent with the retainer and fees paid to Warren's other non-employee directors.

In connection with the closing of the Acquisition, Warren entered into a transition services agreement with Citrus pursuant to which Citrus will provide certain transition services to Warren following the closing of the Acquisition until December 31, 2014. The transition services agreement provides for the payment of approximately $290,000 by Warren to Citrus for such services. In addition to being the CEO and President of Citrus, Mr. Peterson holds 50% of the issued and outstanding equity of Citrus.

Item 7.01. Regulation FD Disclosure

On August 11, 2014, Warren announced that it had completed the Acquisition of the Marcellus Assets and the closing of the Credit Facility. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

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Item 8.01 Other Events

On August 11, 2014, Warren issued a press release announcing that it has completed its offering of 9.000% senior unsecured notes due 2022 at an issue price of 98.617% of the aggregate principal amount of the notes. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference. Neither this press release nor this Form 8-K shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

The unaudited financial statements of Citrus for the three months ended March 31, 2014 and the audited financial statements of Citrus for the year ended December 31, 2013, together with the report of Richey May & Co. with respect thereto, are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The unaudited financial statements of TLK for the three months ended March 31, 2014 and the audited financial statements of TLK for the year ended December 31, 2013, together with the report of Hogan Taylor LLP with respect thereto, are filed as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated herein by reference.

(b)

Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of Warren required by this item are filed as Exhibit 99.5 to this Current Report on Form 8-K and are incorporated herein by reference.

(c)

Exhibits:

Exhibit No. Description 2.1 Purchase and Sale Agreement, dated as of July 6, 2014, by and among Citrus Energy Appalachia, LLC, TLK Partners, LLC and Troy Energy Investments, LLC, as Seller, and Warren Resources, Inc., as Buyer, and joined in for certain limited purposes by Citrus Energy Corporation. 2.2 Amendment to Purchase and Sale Agreement, dated as of August 11, 2014, by and among Citrus Energy Appalachia, LLC, TLK Partners, LLC and Troy Energy Investments, LLC, as Seller, and Warren Resources, Inc., as Buyer, and joined in for certain limited purposes by Citrus Energy Corporation. 4.1 Registration Rights Agreement, dated as of August 11, 2014, between Warren Resources, Inc. and Citrus Energy Corporation. 4.2 Indenture, dated as of August 11, 2014, among Warren Resources, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee. 4.3 Form of Note (included in Exhibit 4.2). 4.4 Registration Rights Agreement, dated as of August 11, 2014, among Warren Resources, Inc., the Guarantors named therein and the Initial Purchasers named therein. 10.1 Purchase Agreement, dated as of August 6, 2014, among Warren Resources, Inc., the Guarantors named therein and the Initial Purchasers named therein. 7



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Exhibit No. Description 10.2 Third Amended and Restated Credit Agreement dated as of August 11, 2014 among Warren Resources, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, Bank of Montreal, as Administrative Agent, as a Lender and the additional Lenders party thereto. 23.1 Consent of Richey May & Co., Independent Accounting Firm 23.2 Consent of Hogan Taylor LLP, Independent Auditor 99.1 Press Release dated August 11, 2014. 99.2 Press Release dated August 11, 2014. 99.3 Historical Financial Information of Citrus. 99.4 Historical Financial Information of TLK. 99.5 Unaudited Pro Forma Condensed Combined Financial Information. 8



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Source: Edgar Glimpses


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