Item 1.01
Entry into a Material Definitive Agreement.
On October 4, 2016, EOG Resources, Inc. (EOG) completed its previously announced mergers and related asset purchase transactions with Yates Petroleum Corporation (YPC), Abo Petroleum Corporation (ABO), MYCO Industries, Inc. (MYCO) and certain affiliated entities (collectively with YPC, ABO and MYCO, the Yates Entities).
In connection with the closing of the transactions, EOG entered into a registration rights agreement (Registration Rights Agreement) with certain of the parties to the transactions which received, in the aggregate, approximately 24 million unregistered shares of EOG common stock as part of the transaction consideration. The Registration Rights Agreement obligates EOG to file and make effective a registration statement covering those shares within 60 days after the closing. The Registration Rights Agreement also contains lock-up provisions which impose certain restrictions upon each party’s sale of the shares of EOG common stock issued to it, including (i) a prohibition on any sales until after 60 days following the closing and (ii) a prohibition on selling greater than 50% of the shares held until after 120 days following the closing.
Item 3.02
Unregistered Sales of Equity Securities.
The disclosure set forth in Item 8.01 is incorporated herein by reference.
EOG issued the unregistered shares of EOG common stock pursuant to the definitive merger agreements and asset purchase agreements in reliance on the exemption from the registration requirements of the Securities Act of 1933 (as amended, Securities Act) set forth in Section 4(a)(2) thereof. EOG relied upon certain representations, warranties, certifications and agreements of the shareholders of YPC, ABO and MYCO and of the sellers under the related asset purchase agreements (for which shares of EOG common stock were part of the transaction consideration), in support of the satisfaction of the conditions set forth in Section 4(a)(2) of the Securities Act.
Item 7.01
Regulation FD Disclosure.
The Yates Entities had net production in the second quarter 2016 of approximately 28,600 barrels of oil equivalent per day, with 48 percent crude oil. The assets of the Yates Entities include 1.6 million total net acres, with approximately 180,000 net acres in the Delaware Basin Core, approximately 130,000 net acres in the Delaware Basin Shelf and approximately 200,000 net acres in the Powder River Basin.
The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, Exchange Act) or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. This report shall not be deemed an admission as to the materiality of any of the information in this Item 7.01.