W&T Offshore Enters New Agreements, Terminates Others

TL;DR

W&T Offshore just signed new deals and ditched old ones, watch for financial shifts.

AI Summary

W&T Offshore, Inc. entered into a material definitive agreement on January 28, 2025, related to the creation of a direct financial obligation. The company also terminated a material definitive agreement on the same date. Specific details regarding the nature of these agreements and their financial implications are not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant changes in W&T Offshore's contractual and financial obligations, which could impact its operational structure and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, suggesting potential shifts in the company's financial structure and risk profile.

Key Players & Entities

• W&T Offshore, Inc. (company) — Registrant
• January 28, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 WTI New York Stock Exchange Indic
• $350 million — e, Inc. (the "Company") issued and sold $350 million in aggregate principal amount of its 10
• $50 million — ith initial bank lending commitments of $50 million with a letter of credit sublimit of $10
• $10 million — ion with a letter of credit sublimit of $10 million. The Credit Facility matures on July 28
• $45,000 — ual administrative fee in the amount of $45,000, paid quarterly as set forth in the Cre
• $100 million — (as defined in the Credit Agreement) of $100 million as of the last day of any fiscal quarte
• $20 m — Agreement) is greater than or equal to $20 million, the Company and its Restricted S
• $20,000,000 — ate Notional Volumes (months 13-18) < $20,000,000 0% 0% > $20,000,000 but < $37,50
• $20,000,000 b — ths 13-18) < $20,000,000 0% 0% > $20,000,000 but < $37,500,000 70% from November 1 s
• $37,500,000 — 00,000 0% 0% > $20,000,000 but < $37,500,000 70% from November 1 st through May 31

Filing Documents

• tm254674d2_8k.htm (8-K) — 70KB
• tm254674d2_ex4-1.htm (EX-4.1) — 1100KB
• tm254674d2_ex10-1.htm (EX-10.1) — 439KB
• tm254674d2_ex10-2.htm (EX-10.2) — 1196KB
• 0001104659-25-008711.txt (&nbsp;) — 3511KB
• wti-20250128.xsd (EX-101.SCH) — 3KB
• wti-20250128_lab.xml (EX-101.LAB) — 33KB
• wti-20250128_pre.xml (EX-101.PRE) — 22KB
• tm254674d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture On January 28, 2025 (the "Closing Date"), W&T Offshore, Inc. (the "Company") issued and sold $350 million in aggregate principal amount of its 10.750% senior second lien notes due 2029 (the "Notes") pursuant to a Purchase Agreement, dated January 14, 2025, by and among the Company, as issuer, W&T Energy VI, LLC, W&T Energy VII, LLC, Aquasition Energy LLC, Aquasition LLC, Aquasition II LLC, Aquasition III LLC, Aquasition IV LLC, Aquasition V LLC, Falcon Aero Holdco LLC, Falcon Aero Holdings LLC, Green Hell LLC, Seaquester LLC, and Seaquestration LLC, as the subsidiary guarantors (the "Guarantors "), and Morgan Stanley & Co. LLC, as representative of the several initial purchasers. On the Closing Date, the Company entered into an indenture (the "Indenture") by and among the Company, the Guarantors, and Wilmington Trust, National Association, as trustee (in such capacity, the "Trustee"), which governs the terms of the Notes. The Notes mature on February 1, 2029. Interest is payable on the Notes on each February 1 and August 1, commencing August 1, 2025. The Notes are secured by second-priority liens (subject to permitted liens and certain other exceptions) on substantially all of the Company's and the Guarantors' oil and natural gas properties that secure the Credit Facility (as defined below) and any future priority lien obligations permitted to be incurred under the Indenture. Consequently, the Notes and the guarantees will be effectively subordinated to the Credit Facility and such other permitted priority lien obligations that the Company may issue in the future to the extent of the value of such collateral. Prior to February 1, 2027, the Company may redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the outstanding Notes plus accrued and unpaid interest, if any, to the redemption date, plus the "Applicable Premium" (as defined in the Indenture)

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On January 28, 2025, the Company terminated the Sixth Amended and Restated Credit Agreement, dated as of October 18, 2018, by and among the Company, Alter Domus (US) LLC, as agent and the various financial institutions and other persons from time to time parties thereto as lenders (as amended, the "Prior Credit Facility"). All outstanding obligations owed under the Prior Credit Facility were paid in full in connection with this termination. On January 28, 2025, the Company's indirect subsidiaries Aquasition LLC and Aquasition II LLC terminated the Credit Agreement, dated May 19, 2021, by and among Aquasition LLC, as Borrower, Aquasition II LLC, as Co-Borrower, and Munich Re Energy Transition Finance Inc. (f/k/a Munich Re Reserve Risk Financing, Inc.), as the lender party thereto (the "Prior Term Loan"). All outstanding obligations owed under the Prior Term Loan were paid in full in connection with this termination. On January 28, 2025, the Company utilized a portion of the net proceeds from the offering of the Notes, together with cash on hand, to irrevocably deposit with the trustee under the Existing Notes Indenture (as defined below) governing the Company's outstanding 11.750% Senior Second Lien Notes due 2026 (the "Existing Notes") consideration in an amount sufficient to redeem all of the outstanding Existing Notes not validly tendered and accepted for purchase in the Company's previously announced tender offer and consent solicitation. In connection therewith, the Company elected to effect an optional redemption of the Existing Notes on August 1, 2025, and caused the satisfaction and discharge of the Indenture, dated as of January 27, 2023 by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee, as amended and supplemented by the First Supplemental Indenture thereto, dated as of May 25, 2023, by and among the Company, the guarantors party thereto

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8- K. 3 9.01 Financial Statements and Exhibits. Exhibit Number Description 4.1* Indenture, dated as of January 28, 2025, by and among W&T Offshore, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee. 4.2 Form of 10.750% Senior Second Lien Note due 2029 (included in Exhibit 4.1 hereto). 10.1 Intercreditor Agreement, dated as of January 28, 2025, by and between Wilmington Trust, National Association, as second lien collateral trustee and Texas Capital Bank, as priority lien agent. 10.2* Credit Agreement, dated as of January 28, 2025, by and among W&T Offshore, Inc., Texas Capital Bank, as agent and the various agents and lenders party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 3, 2025 W&T OFFSHORE, INC. (Registrant) By: /s/ George Hittner Name: George Hittner Title: Executive Vice President, General Counsel and Corporate Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR