BKV Corp Announces Major Corporate Changes

TL;DR

BKV Corp filing reveals major corporate shakeups, new agreements, and governance changes.

AI Summary

BKV Corp announced on September 25, 2024, a series of significant corporate actions. These include entering into a material definitive agreement, modifications to security holder rights, changes in executive officers and directors, amendments to its articles of incorporation, and a Regulation FD disclosure. The company also filed financial statements and exhibits related to these events.

Why It Matters

These filings indicate significant strategic shifts and governance changes within BKV Corp, which could impact its operational direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple material events including definitive agreements, changes in officer/director roles, and amendments to governing documents, suggesting potential volatility.

Key Players & Entities

• BKV Corp (company) — Registrant
• September 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Denver, Colorado (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — common stock of the Company, par value $0.01 per share (the "Common Stock"), at a pr
• $18.00 — on Stock"), at a price to the public of $18.00 per share. Pursuant to the Underwriting
• $253.8 million — ses) from the Offering of approximately $253.8 million. As described in the Prospectus, the Co
• $230.0 million — he Company intends to use approximately $230.0 million of the net proceeds from the Offering t
• $50.0 million — s, which may include some or all of the $50.0 million of aggregate principal outstanding unde

Filing Documents

• tm2217921d57_8k.htm (8-K) — 49KB
• tm2217921d57_ex1-1.htm (EX-1.1) — 223KB
• tm2217921d57_ex3-1.htm (EX-3.1) — 56KB
• tm2217921d57_ex3-2.htm (EX-3.2) — 131KB
• tm2217921d57_ex10-1.htm (EX-10.1) — 173KB
• tm2217921d57_ex10-2.htm (EX-10.2) — 68KB
• tm2217921d57_ex10-3.htm (EX-10.3) — 118KB
• tm2217921d57_ex10-4.htm (EX-10.4) — 50KB
• tm2217921d57_ex10-5.htm (EX-10.5) — 79KB
• tm2217921d57_ex10-6.htm (EX-10.6) — 47KB
• tm2217921d57_ex10-7.htm (EX-10.7) — 91KB
• tm2217921d57_ex10-8.htm (EX-10.8) — 34KB
• tm2217921d57_ex10-9.htm (EX-10.9) — 58KB
• tm2217921d57_ex99-1.htm (EX-99.1) — 9KB
• tm2217921d57_img001.jpg (GRAPHIC) — 27KB
• tm2217921d57_img002.jpg (GRAPHIC) — 25KB
• tm2217921d57_img003.jpg (GRAPHIC) — 20KB
• tm2417921d57_ex10-5img001.jpg (GRAPHIC) — 29KB
• tm2417921d57_ex10-5img002.jpg (GRAPHIC) — 24KB
• tm2417921d57_ex10-5img003.jpg (GRAPHIC) — 27KB
• tm2217921d57_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-103712.txt ( ) — 1403KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On September 25, 2024, BKV Corporation, a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"), providing for the offer and sale by the Company (the "Offering"), and the purchase by the Underwriters, of 15,000,000 shares of common stock of the Company, par value $0.01 per share (the "Common Stock"), at a price to the public of $18.00 per share. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option for a period of 30 days to purchase up to an additional 2,250,000 shares of Common Stock on the same terms. The material terms of the Offering are described in the prospectus, dated September 25, 2024 (the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "Commission") on September 27, 2024 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-268469), initially filed by the Company with the Commission on November 18, 2022 (the "Registration Statement"). The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. On September 27, 2024, the Company completed the Offering and received proceeds (net of underwriting discounts and commissions but before offering expenses) from the Offering of approximately $253.8 million. As described in the Prospectus, the Company int

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information provided in Item 1.01 hereto under the headings "Stockholders' Agreement" and "Amended and Restated Tax Sharing Agreement" and in Item 5.03 hereto is incorporated into this Item 3.03 by reference.

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director and Officer Indemnity Agreements In connection with the Offering, the Company entered into Indemnity Agreements ("Indemnity Agreements") with each of the directors and Section 16 officers of the Company. These Indemnity Agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance certain expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description of the Indemnity Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnity Agreements, a form of which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference. 2024 Equity and Incentive Compensation Plan The Company's board of directors adopted the 2024 Equity and Incentive Compensation Plan (the "2024 Plan") to be effective September 25, 2024 to incentivize non-employee directors, officers and other employees of the Company and its subsidiaries. Pursuant to the 2024 Plan, the Company may grant stock options, appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash incentive awards and certain other awards based on or related to shares of Common Stock. The foregoing description of the 2024 Plan is not complete and is qualified in its entirety by reference to the full text of the 2024 Plan, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Second Amended and Restated Certificate of Incorporation On September 27, 2024, in connection with the closing of the Offering, the Company amended and restated its Amended and Restated Certificate of Incorporation (as so amended and restated, the "Second Amended and Restated Certificate of Incorporation"). The description of the Second Amended and Restated Certificate of Incorporation contained in the section of the Prospectus titled "Description of Capital Stock" is incorporated herein by reference. The foregoing description of the Second Amended and Restated Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference. Second Amended and Restated Bylaws Effective as of September 27, 2024, the Company amended and restated its Amended and Restated Bylaws (as so amended and restated, the "Second Amended and Restated Bylaws") in connection with the closing of the Offering. The description of the Second Amended and Restated Bylaws contained in the section of the Prospectus titled "Description of Capital Stock" is incorporated herein by reference. The foregoing description of the Second Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 25, 2024, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.

Forward-Looking Statements

Forward-Looking Statements The information in this Current Report on Form 8-K includes forward-looking or operating performance and include statements regarding the intended use of proceeds from the Offering. When used in this Current Report on Form 8-K, words such as "expect," "project," "estimate," "believe," "anticipate," "intend," "budget," "plan," "seek," "envision," "forecast," "target," "predict," "may," "should," "would," "could," "will," the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management's current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Prospectus. The Company undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this Current Report on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1

Underwriting

Underwriting Agreement, dated as of September 25, 2024, by and among BKV Corporation and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters named therein. 3.1 Second Amended and Restated Certificate of Incorporation of BKV Corporation. 3.2 Second Amended and Restated Bylaws of BKV Corporation. 10.1 Stockholders' Agreement, dated September 27, 2024, by and between BKV Corporation and Banpu North America Corporation. 10.2 Amended and Restated Tax Sharing Agreement, dated September 27, 2024, by and between BKV Corporation and Banpu North America Corporation. 10.3 BKV Corporation 2024 Equity and Incentive Compensation Plan (the "2024 Plan"). 10.4 Time Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (CEO). 10.5 Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (CEO). 10.6 Time Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (Non-CEO Employee). 10.7 Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (Non-CEO Employee). 10.8 Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (Director). 10.9 Form of Director and Officer Indemnity Agreement. 99.1 Press Release, dated September 25, 2024. Indicates management contract or compensatory plan or arrangement. 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. BKV CORPORATION By: /s/ Christopher P. Kalnin Christopher P. Kalnin Chief Executive Officer Date: September 27, 2024

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View this 8-K filing on SEC EDGAR