Cross Border sold half their oil and gas assets for $25million to RMR. They will use the proceeds to pay down debt and pay some expenses. Of course the debt was used to help RMR drill their properties. They were likely forced to do this because of the shortfall of collateral due to falling oil prices. Maybe they will use the money to catch up the SEC filings that are past due for Xbor.
Purchase and Sale Agreement
On April 21, 2015, Cross Border Resources, Inc. ("Cross Border") entered into a purchase and sale agreement (the "PSA") with RMR Operating, LLC ("RMR Operating"), Black Rock Capital, Inc. ("Black Rock"), RMR KS Holdings, LLC ("RMR KS") and Black Shale Minerals, LLC ("Buyer"). Each of Cross Border, RMR Operating, Black Rock and RMR KS is an operating subsidiary (together, the "Operating Subsidiaries") of Red Mountain Resources, Inc. ("RMR," and together with the Operating Subsidiaries, the "Companies").
Pursuant to the PSA the Operating Subsidiaries sold, assigned, transferred and conveyed to Buyer, effective as of April 1, 2015, fifty percent (50%) of their right, title, and interest in and to certain oil and natural gas assets and properties (the "Assets"), including their oil and natural gas leasehold interests, wells, contracts, and oil and natural gas produced after April 1, 2015 (the "Sale"). The aggregate purchase price for the Assets under the PSA was $25.0 million, subject to certain adjustments, including post-closing adjustments for any title or environmental benefits or title or environmental defects resulting from Buyer's title and environmental reviews.
The PSA contains customary representations, warranties and covenants. Pursuant to the PSA, the Operating Subsidiaries and Buyer have agreed to indemnify each other, their respective affiliates and their respective employees, officers, directors, managers, shareholders, members, partners, or representatives from and against all losses that such indemnified parties incur arising from any breach of representations, warranties or covenants in the PSA and certain other matters.
The Companies intend to use the cash consideration from the Sale to repay a portion of the outstanding balance on the Credit Agreement (as defined below), pay accounts receivable and for working capital.
Third Amendment and Waiver to the Credit Agreement
On March 11, 2015, Cross Border entered into an amendment and waiver (the "Third Amendment") to the Senior First Lien Secured Credit Agreement, dated February 5, 2013, as amended (the "Credit Agreement"), with RMR, Black Rock and RMR Operating (together with Cross Border, the "Borrowers") and Independent Bank ("Lender"). Pursuant to the Third Amendment, (i) the Lender waived any default or right to exercise any remedy as a result of the failure by the Borrowers to be in compliance with the requirements of Section 6.18 of the Credit Agreement with respect to the permitted ratio of consolidated current assets to consolidated current liabilities of Borrowers for the fiscal quarter ended September 30, 2014; and (ii) the borrowing base was decreased from $30 million to $27.8 million, effective as of March 1, 2015, and the commitment amount was decreased to $27.8 million, subject to monthly commitment reductions of $350,000 beginning March 1, 2015.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Fourth Amendment to the Credit Agreement
In conjunction with the PSA, on April 21, 2015, Cross Border entered into an amendment (the "Fourth Amendment") to the Credit Agreement, with the other Borrowers and the Lender. Pursuant to the Fourth Amendment, the borrowing base was decreased from $27.8 million to $12.4 million, effective as of April 21, 2015, and the commitment amount was decreased to $12.4 million. In addition, the monthly commitment reduction amount was set to $0 as of April 1, 2015.
The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the Fourth Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
