Matador Resources Co. Files 8-K on Asset Acquisition and Financial Obligations

TL;DR

Matador Resources just bought/sold assets and took on new debt. Big moves happening.

AI Summary

On September 18, 2024, Matador Resources Company entered into a material definitive agreement related to the acquisition of assets. The company also completed an acquisition or disposition of assets, and incurred a direct financial obligation. This filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This filing indicates significant corporate activity for Matador Resources, including asset acquisitions and new financial commitments, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, asset acquisitions/dispositions, and financial obligations, suggesting significant strategic and financial changes for the company.

Key Players & Entities

• Matador Resources Company (company) — Registrant
• September 18, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share MTDR New York Stock Excha
• $250.0 m — things: (i) provide for a term loan of $250.0 million, the full amount of which was bor
• $1.50 billion — nder the revolving credit facility from $1.50 billion to $2.25 billion. As of September 18,
• $2.25 billion — g credit facility from $1.50 billion to $2.25 billion. As of September 18, 2024, Matador had
• $1.865 billion — As of September 18, 2024, Matador had $1.865 billion in borrowings outstanding under the Cre
• $1.615 billion — he Credit Agreement, which consisted of $1.615 billion in outstanding borrowings under the rev
• $250.0 million — under the revolving credit facility and $250.0 million in outstanding term loans, and approxim
• $52.8 million — tstanding term loans, and approximately $52.8 million of letters of credit outstanding under
• $1,905,000,000 — Target, for an amount in cash equal to $1,905,000,000 (subject to certain customary adjustmen
• $1.832 billion — closing purchase price of approximately $1.832 billion in cash, which amount is subject to cus

Filing Documents

• tm2424254d1_8k.htm (8-K) — 39KB
• tm2424254d1_ex10-1.htm (EX-10.1) — 1257KB
• tm2424254d1_ex99-1.htm (EX-99.1) — 19KB
• tm2424254d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-101211.txt ( ) — 1747KB
• mtdr-20240918.xsd (EX-101.SCH) — 3KB
• mtdr-20240918_lab.xml (EX-101.LAB) — 33KB
• mtdr-20240918_pre.xml (EX-101.PRE) — 22KB
• tm2424254d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On September 18, 2024, MRC Energy Company ("MRC Energy"), a wholly-owned subsidiary of Matador Resources Company ("Matador"), entered into a Sixth Amendment to Fourth Amended and Restated Credit Agreement (the "Amendment"), which amended Matador's existing secured revolving credit facility (the "Credit Agreement") to, among other things: (i) provide for a term loan of $250.0 million, the full amount of which was borrowed to fund the Acquisition (as defined below), and (ii) increase the elected borrowing commitments under the revolving credit facility from $1.50 billion to $2.25 billion. As of September 18, 2024, Matador had $1.865 billion in borrowings outstanding under the Credit Agreement, which consisted of $1.615 billion in outstanding borrowings under the revolving credit facility and $250.0 million in outstanding term loans, and approximately $52.8 million of letters of credit outstanding under the Credit Agreement. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference.

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On September 18, 2024, MRC Toro, LLC ("Purchaser"), a wholly-owned subsidiary of Matador, consummated the previously disclosed acquisition (the "Acquisition") contemplated by that certain Securities Purchase Agreement, dated as of June 12, 2024 (the "Purchase Agreement"), among Purchaser, MRC Energy (solely for the purposes of guaranteeing the obligations of Purchaser), 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 which, among other things, Sellers agreed to sell to Purchaser, and Purchaser agreed to purchase from Sellers, all of the issued and outstanding membership interests of the Target, for an amount in cash equal to $1,905,000,000 (subject to certain customary adjustments, including for working capital and for title defects and environmental defects). The 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 the parent company of Pion Midstream, LLC, which has midstream assets in southern Lea County, New Mexico. Upon the closing of the Acquisition, Purchaser paid the as-adjusted closing purchase price of approximately $1.832 billion in cash, which amount is subject to customary post-closing adjustments. The foregoing description of the Acquisition and the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference. This summary of the principal terms of the Purchase Agreement and the copy of the Purchase Agreement filed as Exhibit 2.1 have been included

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The disclosures under Item 1.01 of this Current Report are also responsive to Item 2.03 of this Current Report and are incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On September 19, 2024, Matador issued a press release (the "Press Release") announcing the Amendment and the closing of the Acquisition. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for 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 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on June 12, 2024). 10.1 Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated as of September 18, 2024, by and among MRC Energy Company, as Borrower, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent for the Lenders. 99.1 Press Release, dated September 19, 2024. 104 Cover Page Interactive Data File, formatted in Inline XBRL (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: September 19, 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