Add
GMXR to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| GMXR > SEC Filings for GMXR > Form 8-K on 28-Oct-2009 | All Recent SEC Filings |
28-Oct-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financial Obli
Common Stock Underwriting Agreement
On October 22, 2009, GMX Resources Inc. (the "Company" or "we") entered into an Underwriting Agreement (the "Common Stock Underwriting Agreement") with Credit Suisse Securities (USA) LLC, as representative of the underwriters named therein (the "Common Stock Underwriters"), pursuant to which the Company agreed to sell 6,950,000 shares of its common stock, par value $0.001 per share (the "Common Stock"), at a price to the public of $15.00 per share, in a firm commitment underwritten offering pursuant to an effective Registration Statement on Form S-3, as amended (Registration No. 333-150368) (the "Registration Statement"), as amended and supplemented by a prospectus supplement dated October 22, 2009 (the "Common Stock Offering"). The prospectus supplement and accompanying prospectus have been filed with the Securities and Exchange Commission ("SEC").
The Common Stock Underwriting Agreement also provides for a 30-day option for the Common Stock Underwriters to purchase up to 1,042,500 shares of Common Stock, solely to cover over-allotments.
The sale of 6,950,000 shares of Common Stock to the Common Stock Underwriters pursuant to the Common Stock Underwriting Agreement was consummated on October 28, 2009. Net proceeds to the Company were approximately $98.8 million, after deducting the Common Stock Underwriters' discounts and commissions and estimated offering expenses.
A copy of the Common Stock Underwriting Agreement is filed as Exhibit 1.1 to this Report, and this description of the terms of the Common Stock Underwriting Agreement is qualified in its entirety by reference to such exhibit. This Report also incorporates by reference the Common Stock Underwriting Agreement into the Registration Statement.
Convertible Notes Underwriting Agreement
On October 22, 2009, the Company entered into an Underwriting Agreement (the "Notes Underwriting Agreement," and together with the Common Stock Underwriting Agreement, the "Underwriting Agreements") with Credit Suisse Securities (USA) LLC, as representative of the underwriters named therein (the "Notes Underwriters," and together with the Common Stock Underwriters, the "Underwriters"), pursuant to which the Company agreed to sell $75,000,000 aggregate principal amount of its 4.50% Convertible Senior Notes due 2015 (the "Notes") in a firm commitment underwritten offering pursuant to the Registration Statement, as amended and supplemented by a prospectus supplement dated October 22, 2009 (the "Notes Offering," and together with the Common Stock Offering, the "Offerings"). The prospectus supplement and accompanying prospectus have been filed with the SEC.
The Notes Underwriting Agreement also provides for a 30-day option for the Notes Underwriters to purchase up to $11,250,000 aggregate principal amount of Notes solely to cover over-allotments. The Notes Underwriters notified the Company of their election to exercise this over-allotment option on October 23, 2009.
The sale of $86,250,000 aggregate principal amount of Notes to the Notes Underwriters pursuant to the Notes Underwriting Agreement was consummated on October 28, 2009. Net proceeds to the Company were approximately $82.6 million, after deducting the Notes Underwriters' discounts and commissions and estimated offering expenses.
The Notes are governed by a base indenture (the "Base Indenture") as supplemented by a supplemental indenture (the "Supplemental Indenture," and together with the Base Indenture, the "Indenture"), each dated as of October 28, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The Base Indenture and the Supplemental Indenture are respectively filed as Exhibits 4.1 and 4.2 to this Report, and the following description of the terms of the Notes is qualified in its entirety by reference to such exhibits. This report also incorporates by reference the Indenture into the Registration Statement.
The Notes bear interest at a rate of 4.50% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning May 1, 2010. The Notes mature on May 1, 2015, unless earlier converted, redeemed or repurchased by us.
Holders may convert their Notes at their option prior to the close of business on the business day immediately preceding February 1, 2015, only under the following circumstances:
• during any fiscal quarter commencing after January 1, 2010, if the last reported sale price of our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each such trading day;
• during the five business-day period after any five consecutive trading-day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of that measurement period . . .
On October 28, 2009, the Company issued $75 million aggregate principal amount of the Notes. The Company offered and sold the Notes pursuant to a firm commitment underwritten public offering pursuant to the Notes Underwriting Agreement.
Additional terms and conditions are contained in Item 1.01 above and are incorporated into this Item 2.03 by this reference.
On October 23, 2009, the Company notified The Prudential Insurance Company of America ("Prudential"), the sole holder of the Company's $30 million aggregate principal amount of senior secured notes, of its intent to prepay all of such senior secured notes with a portion of the proceeds of the Offerings in the manner required by paragraph 4C of that certain Note Purchase Agreement dated July 31, 2007, between the Company and Prudential, as amended (as so amended, the "Note Purchase Agreement"). As a result of this irrevocable notice to Prudential, the Company's $30 million aggregate principal amount of senior secured notes outstanding under the Note Purchase Agreement became due and payable no later than 12:00 noon New York City time on October 29, 2009 (the "Prepayment Date"), rather than the original scheduled maturity date of July 31, 2012. In addition to the $30 million aggregate principal amount due and payable on the Prepayment Date, the Company will also owe accrued and unpaid interest of approximately $556,000 and a prepayment penalty of approximately $4.62 million on the Prepayment Date.
This Report is being filed to incorporate by reference exhibits into the Registration Statement in connection with the Company's issuance of shares of Common Stock pursuant to the Common Stock Underwriting Agreement and the Company's issuance of Notes pursuant to the Notes Underwriting Agreement, in each case as described above under Item 1.01. For additional information about the Common Stock, the Notes and the Offerings, see the prospectus supplements, each dated October 22, 2009, as filed with the SEC pursuant to Rule 424(b)(2) on October 26, 2009.
See the Index to Exhibits for information regarding the exhibits filed as a part of this Report.
|
|