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EX-99.1 - EX-99.1 - Sable Natural Resources Corp | d82222exv99w1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 4, 2011
May 4, 2011
NYTEX ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 53915 | 84-1080045 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
12222 Merit Drive, Suite 1850
Dallas, Texas 75251
(Address of principal executive office)
Dallas, Texas 75251
(Address of principal executive office)
972-770-4700
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
None
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
As previously reported on the Form 10-K filed by NYTEX Energy Holdings, Inc. (the Company)
for its fiscal year ended December 31, 2010, on April 13, 2011, PNC Bank, as lender, provided the
Company formal written notice of default under the revolving credit, term loan and security
agreement (Senior Facility) entered into by PNC Bank, and, among other parties, the Companys
wholly owned subsidiary, NYTEX FDF Acquisition, Inc. (Acquisition Inc.). In addition, on April
14, 2011, WayPoint Nytex, LLC (WayPoint) provided the Company with formal written notice of
default under the Preferred Stock and Warrant Purchase Agreement (WayPoint Purchase Agreement)
that was entered into as part of our acquisition of Francis Drilling Fluids, Ltd. (FDF). The
Senior Facility and WayPoint Purchase Agreement contain certain reporting and financial covenants.
As a result of difficulties incurred in integrating the Companys acquisition of FDF and due to
higher than anticipated capital expenditures at FDF, several reporting and financial covenants
under the Senior Facility and WayPoint Purchase Agreement were not met measured as of November 30,
2010 and February 28, 2011. Failure to meet the covenants under the respective agreements
constitutes a default, leading to PNC Bank and WayPoint providing the Company with formal written
notices of default.
On May 4, 2011, WayPoint provided formal written notice (Put Notice) to the Company of its
election to cause the Company to (i) repurchase warrants issued to WayPoint (Warrants) that, in
the aggregate, allow WayPoint to purchase that number of shares of the Companys common stock to
equal 51% of the Companys fully diluted capital stock then outstanding, (ii) the 20,750 shares of
Senior Series A Redeemable Preferred Stock of Acquisition Inc. owned by WayPoint, and (iii) one
share of Series B Preferred Stock of the Company owned by WayPoint, for an aggregate purchase price
of $30,000,000 within five business days following the date of the Put Notice. The Company does
not anticipate having the funds available to satisfy this Put Notice in a timely manner, but
continues to negotiate with WayPoint to remedy the defaults and resolve WayPoints demands in the
Put Notice. However, there are no assurances that the Company will be successful in these
negotiations, and WayPoint has reserved all other rights, remedies, actions and powers to which
WayPoint may be entitled.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1.
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Put Election Notice, dated May 4, 2011, from WayPoint Nytex, LLC to NYTEX Energy Holdings, Inc. |
SIGNATURES
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.
Date: May 10, 2011 | NYTEX ENERGY HOLDINGS, INC. |
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/s/ Kenneth K. Conte | ||||
Kenneth K. Conte, | ||||
Executive Vice President and CFO | ||||