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| SFY > SEC Filings for SFY > Form 8-K on 5-Oct-2012 | All Recent SEC Filings |
5-Oct-2012
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
On October 3, 2012, 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 sale to them of an additional $150 million in aggregate principal amount of 7?% 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 105% of par and the price of the Notes to the Initial Purchasers will be 103.5% 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 October 18, 2012, 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.
(d) Exhibits.
Exhibit
Number Description
10.1 Purchase Agreement, dated October 3, 2012, among the
Company, the guarantor and J.P. Morgan Securities LLC,
as representative of the several initial purchasers.
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