Matador Resources Enters Material Definitive Agreement

TL;DR

Matador Resources just signed a big deal, details TBD.

AI Summary

On June 12, 2024, Matador Resources Company entered into a material definitive agreement. The filing does not specify the other party involved or the financial terms of this agreement, but it is classified under 'Entry into a Material Definitive Agreement'.

Why It Matters

This filing indicates a significant new contract or partnership for Matador Resources, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details regarding the agreement's terms and counterparty introduces uncertainty, necessitating further investigation.

Key Players & Entities

• Matador Resources Company (company) — Registrant
• June 12, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share MTDR New York Stock Excha
• $1,905,000,000 — ties will be an amount in cash equal to $1,905,000,000 (the " Unadjusted Purchase Price "), of
• $95,250,000 — Unadjusted Purchase Price "), of which $95,250,000 will be deposited into escrow in connec
• $250,000,000 — credit facility to incorporate an up to $250,000,000 term loan thereunder and increase the e
• $1,500,000,000 — the elected revolving commitments from $1,500,000,000 to up to $2,250,000,000. The foregoing
• $2,250,000,000 — ommitments from $1,500,000,000 to up to $2,250,000,000. The foregoing description of the Acqu

Filing Documents

• tm2417025d1_8k.htm (8-K) — 42KB
• tm2417025d1_ex2-1.htm (EX-2.1) — 990KB
• tm2417025d1_ex99-1.htm (EX-99.1) — 35KB
• tm2417025d1_ex99-1img001.jpg (GRAPHIC) — 21KB
• 0001104659-24-070829.txt ( ) — 1484KB
• mtdr-20240612.xsd (EX-101.SCH) — 3KB
• mtdr-20240612_lab.xml (EX-101.LAB) — 33KB
• mtdr-20240612_pre.xml (EX-101.PRE) — 22KB
• tm2417025d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On June 12, 2024, wholly-owned subsidiaries of Matador Resources Company (" Matador "), MRC Toro, LLC (" Purchaser ") and, solely for the purposes of guaranteeing the obligations of Purchaser, MRC Energy Company (" MRC Energy ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with Ameredev II Parent, LLC (" Ameredev Parent "), Ameredev Intermediate II, LLC (" Ameredev Intermediate " and, together with Ameredev Parent, each a " Seller " and collectively, the " Sellers ") and Ameredev Stateline II, LLC (the " Target "). Pursuant to the Purchase Agreement, Sellers have agreed to sell to Purchaser, and Purchaser has agreed to purchase from Sellers, all of the issued and outstanding membership interests (the " Subject Securities ") of the Target, upon the terms and subject to the conditions of the Purchase Agreement (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the " Acquisition "). Target and its subsidiaries own (i) certain oil and natural gas producing properties and undeveloped acreage located in Lea County, New Mexico and Loving and Winkler Counties, Texas and (ii) an approximate 19% stake in Pion Midstream, LLC, which has midstream assets in southern Lea County, New Mexico. The consideration payable by Purchaser for the will be deposited into escrow in connection with the execution of the Purchase Agreement. The Unadjusted Purchase Price is subject to certain customary adjustments, including for working capital and for title defects and environmental defects. The consummation of the Acquisition (the " Closing ") is subject to the satisfaction or waiver of a number of conditions set forth in the Purchase Agreement, including, among others, the expiration or termination of any applicable waiting period u

01

Item 7.01 Regulation FD Disclosure. On June 12, 2024, Matador issued a press release (the " Press Release ") announcing the execution of the Purchase Agreement. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report. In connection with the Press Release, Matador released a presentation summarizing the Acquisition, which presentation is available on Matador's website, www.matadorresources.com, on the Events and Presentations page under the Investor Relations tab. 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, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 2.1* Securities Purchase Agreement, dated June 12 , 2024, by and among MRC Toro, LLC, MRC Energy Company (solely for the limited purposes stated therein), Ameredev II Parent, LLC, Ameredev Intermediate II, LLC and Ameredev Stateline II, LLC 99.1 Press Release issued by Matador Resources Company on June 12, 2024 104 Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101 * This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. 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. MATADOR RESOURCES COMPANY Date: June 12, 2024 By: /s/ Bryan A. Erman Name: Bryan A. Erman Title: Executive Vice President

View Full Filing

View this 8-K filing on SEC EDGAR