Attached files
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| EX-10.1 - EXHIBIT 10.1 - SILVERBOW RESOURCES, INC. | sfy_ex101-11222011.htm |
UNITED STATES
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
Date of Report (or Date of Earliest Event Reported): November 22, 2011
SWIFT ENERGY COMPANY
(Exact name of Registrant as specified in its charter)
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Texas
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1-8754
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20-3940661
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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16825 Northchase Drive, Suite 400
Houston, Texas 77060
(Address of principal executive offices)
(281) 874-2700
(Registrant’s telephone number)
Not Applicable
(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 (see General Instruction A.2. below):
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 1.01 Entry into a Material Definitive Agreement
On November 15, 2011, Swift Energy Company (the “Company”) and a subsidiary of the Company as a guarantor entered into a Purchase Agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, acting on its own behalf and as representative of the several initial purchasers named therein (the “Initial Purchasers”), in connection with the offer and sale of an aggregate principal amount of $250 million of 7⅞% Senior Notes due 2022 (the “Notes”).
The Notes were offered inside the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The price of the Notes to qualified institutional buyers and non-U.S. persons will be 99.156% of par and the price of the Notes to the Initial Purchasers will be 97.506% of par. The Notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the guarantor, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. Closing is scheduled to occur on November 30, 2011, subject to customary closing conditions.
A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description of Exhibit
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10.1
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Purchase Agreement, dated November 15, 2011 among the Company, the guarantor and J.P. Morgan Securities LLC, as representative of the several initial purchasers.
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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.
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SWIFT ENERGY COMPANY
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Date: November 22, 2011
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By:
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/s/ Alton D. Heckaman, Jr.
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Name:
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Alton D. Heckaman, Jr.
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Title:
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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10.1
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Purchase Agreement, dated November 15, 2011 among the Company, the guarantor and J.P. Morgan Securities LLC, as representative of the several initial purchasers.
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