Resources Corporation. Guarantors The Notes will be jointly and severally guaranteed by all the Issuer’s current subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 6.75% Senior Notes due 2025 (the “Notes”) Aggregate Principal Amount $200,000,000 The Notes offered hereby will be part of the same series of notes as the 6.75% Senior Notes due 2025 issued and sold by Halcón Resources Corporation on February 9, 2017, of which $425,005,000 aggregate principal amount is currently outstanding. Upon issuance of the Notes offered hereby, the aggregate principal amount of the Notes outstanding will be $625,005,000. Distribution 144A / Regulation S with registration rights as described in the Preliminary Offering Memorandum Maturity Date February 15, 2025 Issue Price 103%, plus accrued interest, if any, from February 15, 2018 Coupon 6.75% Yield to Worst 6.046% Spread to Treasury 348 basis points Benchmark Treasury UST 2.00% due February 15, 2023 Interest Payment Dates February 15 and August 15 of each year Record Dates February 1 and August 1 Trade Date February 7, 2018 Settlement Date February 15, 2018 (T+6) It is expected that delivery of the Notes will be made against payment therefor on or about February 15, 2018, which is the sixth business day following the date hereof (such settlement cycle being referred to as “T+6”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding three business days will be required, by virtue of the fact that the notes initially will settle in T+6, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing or the next three succeeding business days should consult their own advisors. Optional Redemption On or after February 15, 2020, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on February 15 of the years indicated below: Year Price 2020 105.063 % 2021 103.375 % 2022 101.688 % 2023 and thereafter 100.000 % Make-Whole Redemption Make-whole re...
Resources Corporation. By: --------------------------- Name: Title: INDEMNITEE ------------------------------ Name: ------------------------- Address: ---------------------- ------------------------------
Resources Corporation. By: /s/ Barth E. Whitham ----------------------------------------- Name: Barth E. Whitham Title: Presidxxx xxx Chief Operating Officer WESTPORT ENERGY LLC: By: WESTPORT INVESTMENTS LIMITED, its Managing Member By: /s/ Robert A. Haas ------------------------------------ Name: Robert A. Haas Title: Vicx Xxxxxxxxx ERI INVESTMENTS, INC.: By: /s/ Kenneth J. Kubacki ----------------------------------------- Name: Kenneth J. Kubacki Title: Vicx Xxxxxxxxx MEDICOR FOUNDATION: By: /s/ Ursula Haas ----------------------------------------- Name: Ursula Haas Title: President By: /s/ Michael Russell ----------------------------------------- Name: Michael Russell Title: Member xx Xxxxxxx /s/ Robert A. Belfer --------------------------------------------- ROBERT A. BELFER /s/ Jack Saltz --------------------------------------------- JACK SALTZ SALTZ INVESTMENT GROUX, XXX: Xx: /x/ Xack Saltz ----------------------------------------- Name: Jack Saltz Title: Manager anx Xxxxxx JACK & ANITA SALTZ FOUNDATION: By: /x/ Jxxx Xxxxx ----------------------------------------- Name: Jack Saltz Title: President THE ROBERT A. AND RENEE E. BELFER FAMIXX XXXXXXTION: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Trustex xxx Xxxxx BELFER CORP.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Presixxxx BELWEST PETROLEUM, INC.: Xx: /x/ Xxxxxx X. Xxxxxx ----------------------------------------- Name: Robert A. Belfer Title: Presxxxxx A&B INVESTORS, INC.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: ________________________________ RENEE HOLDINGS PARTNERSHIP, L.P.: Xx: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Genexxx Xxxxxxx THE LAURENCE D. BELFER FAMILY FOUNDATION: Xx: /x/ Xxxxxnce D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Trxxxxx xxx Xxxxx LDB CORP.: By: /s/ Laurence D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Prxxxxxxx
Resources Corporation. By: --------------------------------- Name: Xxxx X. Xxxxxxxxx Title: President INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: --------------------------------- Name: Xxxx Xxxxxx Title: Portfolio Manager EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Stock Trans Inc. 00 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxx Xxxxxxx Re: DALECO RESOURCES CORPORATION ---------------------------- Ladies and Gentlemen: We are counsel to Daleco Resources Corporation, a Nevada corporation (the "COMPANY"), and have represented the Company in connection with that certain Equity Line of Credit Agreement (the "EQUITY LINE OF CREDIT Agreement") entered into by and between the Company and Cornell Capital Partners, LP (the "INVESTOR") pursuant to which the Company issued to the Investor shares of its Common Stock, par value $0.01 per share (the "COMMON STOCK"). Pursuant to the Equity Line of Credit Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, XXXXXXXXXXX & XXXXXXXX LLP By: --------------------------------- cc: CORNELL CAPITAL PARTNERS, LP
Resources Corporation. Guarantors The notes will be guaranteed on a senior unsecured basis by the Issuer’s current wholly owned subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 9.250% Senior Notes due 2022 (the “Notes”) Aggregate Principal Amount $400,000,000 (increased from $300,000,000) Distribution 144A / Regulation S with Registration Rights Maturity Date February 15, 2022 Issue Price 100%, plus accrued interest, if any, from August 13, 2013 Coupon 9.250% Yield to Maturity 9.250% Interest Payment Dates February 15 and August 15 of each year, beginning on February 15, 2014 Record Dates February 1 and August 1 of each year Trade Date August 8, 2013 Settlement Date August 13, 2013 (T+3) We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of orders with respect to the Notes (this settlement cycle being referred to as “T+3”). Optional Redemption On or after August 15, 2017, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on August 15 of the years indicated below: Year Price 2017 104.625 % 2018 102.313 % 2019 and thereafter 100.000 % Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to August 15, 2017 Equity Clawback Up to 35% at 109.250% prior to August 15, 2016 Change of Control 101% plus accrued and unpaid interest (following a Rating Decline) Joint Book-Running Managers BMO Capital Markets Corp. Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Co-Managers RBC Capital Markets, LLC Xxxxxxx, Xxxxx & Co. Credit Agricole Securities (USA) Inc. Capital One Securities, Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. ING Financial Markets LLC Natixis Securities Americas LLC RBS Securities Inc. Credit Suisse Securities (USA) LLC Comerica Securities, Inc. KeyBanc Capital Markets Inc. Scotia Capital (USA) Inc. CUSIP and ISIN Numbers Rule 144A CUSIP: 40537Q AE0 Regulation S CUSIP: U4057P AD7 Rule 144A ISIN: US40537QAE08 Regulation S CUSIP: USU4057PAD79 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof All information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the e...
Resources Corporation. By /s/ LON MCCAIN --------------------------------------- Lon McCain, Chief Financial Officer XXXXXXTORS: BELCO ENERGY CORP. By /s/ LON MCCAIN --------------------------------------- Lon McCain, Treasurer BELCO ENERXX X X.X. by BELCO ENERGY CORP., general partner a Nevada corporation By /s/ LON MCCAIN --------------------------------------- Lon McCain, Treasurer BELCO FINAXXX XX. By /s/ LON MCCAIN --------------------------------------- Lon McCain, Treasurer BOG WYOMING XXX by BELCO ENERGY CORP., manager, a Nevada corporation By /s/ LON MCCAIN --------------------------------------- Lon McCain, Treasurer ELECTRA RESXXXXXX, XXC. /s/ DONALD D. WOLF --------------------------------------- Donald D. Wolf, President FORTUNE CORP. By /s/ BARTH E. WHITHAM --------------------------------------- Barth E. Whitham, President
Resources Corporation. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- SCHEDULE C Form of Notice to Underlying Company NOTICE OF PLEDGE OF OWNERSHIP INTEREST TO: _________________ (the "Company")
Resources Corporation. By: ----------------------------------------- Name: Gary J. Novinskie Xxxle: President INVESTOR: CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC Its: General Partner By: ----------------------------------------- Name: Mark Angelo Xxxle: Portfolio Manager EXHIBIT A ADVANCE NOTICE/COMPLIANCE CERTIFICATE DALECO RESOURCES CORPORATION The undersigned, ________________________________ hereby certifies, with respect to the sale of shares of Common Stock of Daleco Resources Corporation (the "COMPANY"), issuable in connection with this Advance Notice and Compliance Certificate dated ___________________ (the "NOTICE"), delivered pursuant to the Equity Line of Credit Agreement (the "AGREEMENT"), as follows:
Resources Corporation. Attention: Corporate Secretary The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant to Purchase Common Stock issued by Rockdale Resources Corporation, a Colorado corporation (the “Company”) and held by the undersigned, ___________ shares of Common Stock of the Company. Choose one below: ______ Payment of the Exercise Price per Share required under the Warrant accompanies this Subscription. OR ______ The undersigned elects to exercise this Warrant pursuant to the net issue exercise provisions of Section 5. The undersigned hereby represents and warrants that the undersigned is acquiring such Shares for his own account for investment purposes only, and not for resale or with a view to distribution of such Shares or any part thereof. Date: WARRANTHOLDER: EXHIBIT *** DO NOT SIGN Signature Print Name Title Address: Name in which Shares should be registered:
Resources Corporation. Guarantors The notes will be jointly and severally guaranteed by all the Issuer’s current restricted subsidiaries and by any future restricted subsidiaries that guarantee the Issuer’s indebtedness under a credit facility. Title of Securities 8.625% Senior Secured Notes due 2020 (the “Notes”) Collateral The Notes will be secured by second-priority liens on substantially all of the Issuer’s and its subsidiary guarantors’ assets that secure the Issuer’s revolving credit facility, subject to the terms of the collateral trust agreement and the intercreditor agreement. For additional information, please read “Description of the Notes—Security for Notes,” “—Collateral Trust Agreement” and “—The Intercreditor Agreement.” Aggregate Principal Amount $700,000,000 (increased from $500,000,000) Use of Proceeds Estimated net proceeds to the Issuer from the offering of Notes will be approximately $687.2 million, after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses. The Issuer intends to use the net proceeds from this offering to repay a portion of the outstanding borrowings under its revolving credit facility, which has been and will continue to be, drawn upon to partially fund the Issuer’s capital expenditure program, and for other general corporate purposes. Affiliates of certain of the initial purchasers are lenders under the Issuer’s revolving credit facility, and accordingly, will receive a portion of the proceeds from this offering pursuant to the repayment of borrowings under such facility. Revised Capitalization The “As Further Adjusted” column of the “Capitalization” table on page 54 of the Preliminary Offering Memorandum is amended to show cash and cash equivalents of $173.9 million, no borrowings outstanding under the revolving credit facility, $700.0 million of 8.625% senior secured notes due 2020, total long-term debt of $3,703.9 million and total capitalization of $5,776.0 million. A portion of the “As Further Adjusted” cash and cash equivalents will be used to repay a portion of the outstanding borrowings under the Issuer’s revolving credit facility. Distribution 144A / Regulation S without registration rights Maturity Date February 1, 2020 Issue Price 100.000%, plus accrued interest, if any, from May 1, 2015 Coupon 8.625% Yield to Maturity 8.625% Spread to Treasury +728 basis points Benchmark Treasury UST 1.375% due March 31, 2020 Interest Payment Dates February 1 and August 1 of each year, beginning on August ...
