Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on November 18, 2019, Approach Resources Inc.
("Approach," the "Company," or "we") and all of its subsidiaries (the "Filing
Subsidiaries and, together with Approach, the "Debtors") filed voluntary
petitions (collectively, the "Bankruptcy Petitions") under chapter 11 ("Chapter
11"), of Title 11 of the U.S. Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the Southern District of Texas (the "Court"), thereby
commencing the Chapter 11 cases captioned In re Approach Resources Inc., et al.,
Case No. 19-36444 (Bankr. S.D. Tex.) (the "Chapter 11 Cases").
On February 10, 2020, the Company, as borrower, and certain of its subsidiaries,
as guarantors, entered into the first amendment (the "First Amendment") to the
Senior Secured Super Priority Debtor-In-Possession Credit Agreement originally
dated as of December 18, 2019, by and among the Company, the guarantors party
thereto, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank,
and the financial institutions or other entities from time to time parties
thereto as lenders.
Effective as of January 9, 2020, the First Amendment modifies certain milestones
with respect to both a plan of reorganization and a sale of all or substantially
all of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code,
including, among others, the following deadlines: (i) the filing of the bid
procedures and the sale motion seeking approval of a sale of all or
substantially all of the Debtors' assets not later than December 11, 2019; (ii)
the entry of the Court's order approving the bid procedures and setting a
hearing date for the approval of the sale not later than January 9, 2020; (iii)
the receipt of qualified bids for the sale not later than February 14, 2020;
(iv) the commencement of the auction contemplated by the bid procedures not
later than February 26, 2020; (v) the entry of the Court's order approving the
sale not later than March 6, 2020; (vi) the filing of a plan of reorganization
and disclosure statement not later than March 9, 2020; (vii) the entry of the
Court's order approving the disclosure statement not later than April 6, 2020;
and (viii) the entry of the Court's order confirming the plan or reorganization
not later than May 22, 2020.
The foregoing description of the First Amendment does not purport to be complete
and is qualified in its entirety by reference to the First Amendment, which has
been filed with the Court and is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 First Amendment to Senior Secured Super Priority
Debtor-In-Possession Credit Agreement, dated as February 10,
2020, by and among the Company, as borrower, the guarantors
party thereto, JPMorgan Chase Bank, N.A., as administrative
agent and issuing bank, and the financial institutions or other
entities from time to time parties thereto as lenders
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