GMX RESOURCES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-12-21: Form 8-K; Period of report 2011-12-15; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events; Details 1.01.
- 2011-12-13: Form 8-K; Period of report 2011-12-08; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2011-11-16: Form 8-K; Period of report 2011-11-15; Description 8.01 Other Events; Details 8.01.
- 2011-11-03: Form 8-K/A; Period of report 2011-11-02; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2011-12-21 | 8-K | 2011-12-15 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 On December 19, 2011, GMX Resources, Inc. (the “Company”, “we,” “us” or “our”) entered into definitive agreements relating to the consummation of the exchange offer and consent solicitation for the Company’s outstanding $200,000,000 11.375% Senior Notes due 2019 (the “Existing Notes”), pursuant to which holders of Existing Notes tendering in the exchange offer received new Senior Secured Notes due 2017 (the “New Notes”), as further described in Item 8.01 below. 2.03 On December 19, 2011, the Company issued $283,520,000 aggregate principal amount of New Notes pursuant to the Indenture. 3.02 The sales of the New Notes under the exchange offer and Purchase Agreements were made pursuant to an exemption from the registration requirements of the Securities Act contained in Section 4(2) of the Securities Act, as sales made solely to qualified institutional buyers as defined under Rule 144A and other accredited investors as defined under Rule 501 under the Securities Act. 3.03 The information included in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On December 15, 2011, the Company issued a press release regarding the preliminary results of the Exchange Offer. | d272335d8k.htm |
| 2011-12-13 | 8-K | 2011-12-08 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.01 Effective December 8, 2011, GMX Resources Inc. (the “Company”) entered into a Purchase and Sale Agreement, dated as of December 8, 2011 (the “Purchase and Sale Agreement”), between the Company and EDF Trading North America, LLC (the “Royalty Owner”), relating to the sale by the Company of a term overriding royalty interest (the “Production Payment”) for a purchase price of $49.7 million. 1.02 On December 9, 2011, the Company repaid and satisfied all obligations under its Fifth Amended and Restated Loan Agreement dated February 2, 2011 among GMX Resources Inc., the Lenders named therein and Capital One, National Association, as amended, at which time the Company and the lenders also agreed to the termination of this bank revolving credit facility. 8.01 On December 12, 2011, the Company issued a press release announcing its entry into the Production Payment transactions and related matters, including the termination of its natural gas hedges. | d268752d8k.htm |
| 2011-11-16 | 8-K | 2011-11-15 | 8.01 Other Events | 8.01 On November 15, 2011 the Company issued a press release announcing that it has commenced an exchange offer of its existing 11.375% Senior Notes due 2019 in exchange for new 11.00% Senior Secured Notes due 2017. | d257449d8k.htm |
| 2011-11-03 | 8-K/A | 2011-11-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 2, 2011, the Company entered into separately negotiated Support Agreements with several holders (the “Supporting Holders”) of the Company’s 11.375% Senior Notes due 2019. | d251704d8ka.htm |
| 2011-11-03 | 8-K | 2011-11-02 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities | 1.01 On November 2, 2011, GMX Resources Inc. (the “Company”) entered into separately negotiated support agreements (each a “Support Agreement” and collectively the “Support Agreements”) with several holders (the “Supporting Holders”) of the Company’s 11.375% Senior Notes due 2019 (the “Existing Notes”) who, in the aggregate, hold approximately 50.1% of the outstanding principal amount of the Existing Notes. 2.02 On November 3, 2011, the Company issued a press release announcing its earnings and results for the quarter ended September 30, 2011, and that it will hold a conference call discussing those results. 3.02 Pursuant to the Support Agreements entered into on November 2, 2011, the Company will issue in a private placement transaction under Section 4(2) of the Securities Act of up to 4,242,425 shares of its common stock. | d251466d8k.htm |
| 2011-08-04 | 8-K | 2011-08-02 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 On August 2, 2011, GMX Resources, Inc. (the “Company”) entered into a Third Amendment to Restated Loan Agreement (the “Third Amendment”) that amends our Fifth Amended and Restated Loan Agreement dated effective as of February 2, 2011, as amended, among the Company, Capital One, National Association, as administrative agent, arranger and bookrunner and a Lender, and BNP Paribas, as syndication agent and a Lender (the “Revolving Credit Facility”). 2.02 On August 4, 2011, the Company issued a press release announcing its earnings and results for the three and six months ended June 30, 2011, and that it will hold a conference call discussing those results. | d8k.htm |
| 2011-05-27 | 8-K | 2011-05-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 26, 2011, GMX Resources Inc. (the “Company”) held its 2011 annual meeting of stockholders in Oklahoma City, Oklahoma (the “Annual Meeting”). | d8k.htm |
| 2011-05-10 | 8-K | 2011-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2011, GMX Resources Inc. (“GMXR”) issued a press release announcing its earnings and results for the first quarter ending March 31, 2011, and that it will hold a conference call discussing those results. | d8k.htm |
| 2011-05-04 | 8-K | 2011-04-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 In connection with the closing under the Lease Acquisition Agreement, GMXR and the Seller entered into a stockholder and registration rights agreement (the “Stockholder and Registration Rights Agreement”). 3.02 On April 28, 2011, GMXR issued an aggregate 3,542,091 shares of GMXR common stock, par value $0.001 per share (the “Common Stock”), to the Sellers as partial consideration for the assets acquired by GMXR pursuant to the Lease Acquisition Agreement, which included an undivided 87.5% of the sellers’ working interest and an 82.5% net revenue interest in approximately 7,613 undeveloped acres located in McKenzie and Dunn Counties, North Dakota (with the acquired interest representing 6,661 net acres). | d8k.htm |
| 2011-04-13 | 8-K | 2011-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On April 7, 2011, the Board of Directors of GMX Resources Inc. (the “Company”) voted to increase its authorized number of directors to nine from seven and appointed J. David Lucke and Michael J. Rohleder, the Company’s president, to fill the vacancies created by the increase. 7.01 On April 11, 2011, the Company issued a press release containing information including first quarter 2011 production and production guidance for second quarter 2011. | d8k.htm |
| 2011-03-24 | 8-K | 2011-03-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 14, 2011, GMX Resources Inc., an Oklahoma corporation (“GMXR”), entered into a Second Amendment to Restated Loan Agreement, dated effective as of March 1, 2011 (the “Second Amendment”). | d8k.htm |
| 2011-03-03 | 8-K | 2011-03-01 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On March 2, 2011, GMX Resources Inc. (“GMXR”) issued a press release announcing its operational and financial results for the fourth quarter and year ending December 31, 2010, and that it will hold a conference call discussing those results. | d8k.htm |
| 2011-03-02 | 8-K | 2011-02-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On February 28, 2011, GMX Resources Inc. (“GMXR”) closed its previously announced acquisition of oil and gas leases for undeveloped acreage located in the Montana and North Dakota Bakken/Sanish-Three Forks formation pursuant to a purchase and sale agreement (the “Purchase Agreement”), dated January 13, 2011, between GMXR and Retamco Operating, Inc. (the “Seller”). 3.02 On February 28, 2011, GMXR issued 2,268,971 shares of GMXR common stock, par value $0.001 per share (the “Common Stock”) to the Seller as consideration for the assets acquired by GMXR pursuant to the Purchase Agreement This issuance of Common Stock to an accredited investor was effected pursuant to Section 4(2) of the Securities Act of 1933. 7.01 On February 28, 2011, GMXR issued a press release regarding the exercise by the underwriters of an over-allotment option to acquire an additional 1,098,518 shares of GMXR common stock. | d8k.htm |
| 2011-02-18 | 8-K | 2011-02-15 | 7.01 Regulation FD Disclosure | 7.01 On February 15, 2011, GMX Resources Inc. (the “Company”) issued a press release announcing that the Company will make a presentation at the 2011 Enercom Oil and Services Conference in San Francisco, California on February 22, 2011 at approximately 10:55 a.m. | d8k.htm |
| 2011-02-09 | 8-K | 2011-02-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 On February 9, 2011, GMX Resources Inc. (the “Company”) successfully completed the issuance and sale of $200,000,000 aggregate principal amount of 11.375% Senior Notes due 2019 (the “Notes”). 8.01 On February 9, 2011, the Company issued a press release regarding the satisfaction of the financing conditions to its tender offer for its 5.00% convertible senior notes due 2013. | d8k.htm |
| 2011-02-08 | 8-K | 2011-02-04 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On February 4, 2011, GMX Resources Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”), among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, as representatives of the several initial purchasers (the “Initial Purchasers”), pursuant to which the Company agreed to issue and sell to the Initial Purchasers $200,000,000 in aggregate principal amount of the Company’s 11.375% senior unsecured notes due 2019 (the “Notes”). 8.01 On February 4, 2011 the Company issued a press release announcing the pricing of its private placement of senior notes due 2019. | d8k.htm |
| 2011-02-08 | 8-K | 2011-02-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 4, 2011, GMX Resources Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale in an underwritten public offering of 21,075,000 shares of the Company’s common stock, par value $0.001 per share, (“Common Stock”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-151721) at a price to the Company of $4.75 per share. | d8k.htm |
| 2011-02-04 | 8-K/A | 2011-02-02 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On February 2, 2011, GMX Resources Inc. (the “Company,” “we” or “our”) entered into a Fifth Amended and Restated Loan Agreement among the Company, as borrower, Capital One, National Association, as administrative agent, arranger and bookrunner, BNP Paribas, as syndication agent, and the lenders named therein (the “Restated Loan Agreement”). 2.03 The information regarding the Restated Loan Agreement and related guarantees included in Item 1.01 is incorporated by reference into this Item 2.03. | d8ka.htm |
| 2011-02-03 | 8-K | 2011-02-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 2, 2011, GMX Resources Inc. (the “Company,” “we” or “our”) entered into a Fifth Amended and Restated Loan Agreement among the Company, as borrower, Capital One, National Association, as administrative agent, arranger and bookrunner, BNP Paribas, as syndication agent, and the lenders named therein (the “Restated Loan Agreement”). | d8k.htm |
| 2011-02-01 | 8-K | 2011-01-28 | 8.01 Other Events | 8.01 On January 28, 2011, GMX Resources Inc. (the “Company”) issued a press release announcing that it intends to commence a private placement of senior notes due 2019. | d8k.htm |
| 2011-02-01 | 8-K | 2011-01-28 | 8.01 Other Events | 8.01 On January 28, 2011, the GMX Resources Inc. (“GMXR”) issued a press release announcing that it has commenced a cash tender offer for up to $50.0 million aggregate principal amount of its outstanding 5.00% Convertible Senior Notes due 2013. | d8k.htm |
| 2011-01-28 | 8-K | 2011-01-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On January 24, 2011, GMX Resources Inc. (the “Company” or “GMXR”) entered into a lease acquisition agreement with Arkoma Bakken, LLC, Long Properties Trust and Reynolds Drilling Co., Inc. with respect to the acquisition by GMXR of an undivided 87.5% working interest and an 82.5% net revenue interest in approximately 7,613 net acres located in McKenzie and Dunn Counties, North Dakota (with the acquired interest representing 6,661 net acres), all of which represent undeveloped acreage located in the Bakken Formation. 3.02 The information described in Item 1.01 regarding the common stock issuances in connection with the pending acquisitions is hereby incorporated by reference into this Item 3.02. 7.01 quarter and year ended December 31, 2010. 8.01 In connection with pending acquisitions, the Company has entered into a commitment letter with Capital One, National Association to amend and restate its secured revolving credit facility, pursuant to which the initial borrowing base will be $60.0 million and the maturity be extended to January 1, 2013. | d8k.htm |
| 2011-01-20 | 8-K | 2011-01-13 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On January 13, 2011, GMX Resources Inc. (“GMXR”) entered into a purchase and sale agreement (the “Purchase Agreement”) with Retamco Operating, Inc. (the “Seller”) relating to the acquisition by GMXR of oil and gas leases for undeveloped acreage located in the Montana and North Dakota Bakken/Sanish-Three Forks formation. 3.02 The information described in Item 1.01 regarding the Common Stock issuance is hereby incorporated by reference into this Item 3.02. 7.01 On January 20, 2011, GMXR issued a press release regarding estimated proved Haynesville reserves as of December 31, 2010 and production and operating information for the quarter and year ended December 31, 2010. | d8k.htm |