UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of April 2018
Commission File Number 000-55246
Sundance Energy Australia Limited
(Translation of registrants name into English)
633 17th Street, Suite 1950
Denver, CO 80202
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F x |
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Form 40-F o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes o |
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No x |
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
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Exhibit |
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Description |
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99.1 |
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ASX Market Release, dated April 3, 2018 Second Lien Debt Facility Fully Committed |
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99.2 |
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ASX Market Release, dated April 4, 2018 Indicative Results of Retail Entitlement Offer |
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99.3 |
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ASX Market Release, dated April 6, 2018 Results of Retail Entitlement Offer |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Sundance Energy Australia Limited | |
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By: |
/s/ Cathy L. Anderson |
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Name: |
Cathy L. Anderson |
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Date: April 11, 2018 |
Title: |
Chief Financial Officer |
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32 Greenhill Road, Wayville, South Australia 5034 ACN112 202 883 Telephone: +61 8 8363 0388 Facsimile: +61 8 8132 0766 www.sundanceenergy.com.au Sundance Energy Australia Limited ABN 76 112 202 883
FOR IMMEDIATE RELEASE
General Manager The Company Announcements Office Australian Securities Exchange
SECOND LIEN DEBT FACILITY FULLY COMMITTED
Sundance Energy Australia Ltd (ASX: SEA, Nasdaq: SNDE) (Sundance or the Company) is pleased to announce that the US$250 million second lien term loan (Term Loan Facility) contemplated as part of the recently announced Eagle Ford acquisition is fully committed from a syndicate of US based institutional investors. The Company is using proceeds of the financing to retire its current outstanding term loan and revolving lending facility (Revolver) and for liquidity to begin development of the acquired assets. The Company anticipates obtaining a new syndicated Revolver at closing.
The term loan bears interest at LIBOR plus 8% with no amortization and a 5 year term. The term loan is expected to close simultaneously with the acquisition and is subject to customary closing conditions.
Eric McCrady, Managing Director & CEO, commented that we are very pleased to have received commitments for the US$250 million term loan. This loan provides liquidity to execute our development plan with a high quality syndicate of investors and extends maturities into the second quarter of 2023.
Morgan Stanley Energy Capital Inc. acted as sole lead arranger and sole bookrunner for the syndication of the Term Loan Facility and will act as administrative agent for the Term Loan Facility after closing.
For more information, please contact:
United States Australia Eric McCrady, Managing Director Mike Hannell, Chairman Tel: +1 (303) 543 5703 Tel: +61 8 8363 0388 |
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About Sundance Energy Australia Limited
Sundance Energy Australia Limited (Sundance or the Company) is an Australian-based, independent energy exploration company, with a wholly owned US subsidiary, Sundance Energy Inc., located in Denver, Colorado, USA.
The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. A comprehensive overview of the Company can be found on Sundances website at www.sundanceenergy.net
Summary Information
The following disclaimer applies to this document and any information contained in it. The information in this release is of general background and does not purport to be complete. It should be read in conjunction with Sundances periodic and continuous disclosure announcements lodged with ASX Limited that are available at www.asx.com.au and Sundances filings with the Securities and Exchange Commission available at www.sec.gov.
Forward Looking Statements
This release may contain forward-looking statements. These statements relate to the Companys expectations, beliefs, intentions or strategies regarding the future. These statements can be identified by the use of words like anticipate, believe, intend, estimate, expect, may, plan, project, will, should, seek and similar words or expressions containing same.
These forward-looking statements reflect the Companys views and assumptions with respect to future events as of the date of this release and are subject to a variety of unpredictable risks, uncertainties, and other unknowns. Actual and future results and trends could differ materially from those set forth in such statements due to various factors, many of which are beyond our ability to control or predict. These include, but are not limited to, risks or uncertainties associated with the discovery and development of oil and natural gas reserves, cash flows and liquidity, business and financial strategy, budget, projections and operating results, oil and natural gas prices, amount, nature and timing of capital expenditures, including future development costs, availability and terms of capital and general economic and business conditions. Given these uncertainties, no one should place undue reliance on any forward looking statements attributable to Sundance, or any of its affiliates or persons acting on its behalf. Although every effort has been made to ensure this release sets forth a fair and accurate view, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Ground Floor, 28 Greenhill Road, Wayville, South Australia 5034 ACN112 202 883
Telephone: +61 8 8363 0388 Facsimile: +61 8 8132 0766 www.sundanceenergy.com.au
Sundance Energy Australia Limited ABN 76 112 202 883
FOR IMMEDIATE RELEASE
Not for release to US wire services or distribution in the United States
General Manager
The Company Announcements Office
Australian Securities Exchange
Indicative results of Retail Entitlement Offer
On Thursday, 15 March 2018, Sundance Energy Australia Limited (ASX: SEA) (Company) announced its fully underwritten* 1 for 1 accelerated non-renounceable entitlement offer to raise approximately A$73.9 million (Entitlement Offer). The institutional component of the Entitlement Offer completed on Thursday, 15 March 2018 raising approximately A$39.8 million, as announced to ASX on Friday, 16 March 2018.
The retail component of the Entitlement Offer (Retail Entitlement Offer) closed on Tuesday, 3 April 2018.
Based on the applications received, the indicative results of the Retail Entitlement Offer are as follows
· approximately A$4.8 million in new fully paid ordinary shares in Sundance (New Shares) were applied for;
· approximately 14.2% of available retail entitlements (Entitlements) are expected to be taken up under the Retail Entitlement Offer by eligible Sundance retail shareholders; and
· it is expected that approximately 497 million New Shares, representing Entitlements not taken up by eligible retail shareholders and the Entitlements of ineligible retail shareholders, will be taken up by Euroz Securities Limited and Morgans Corporate Limited as underwriters and/or allocated to sub- underwriters.
These results are indicative only and subject to change due to ongoing reconciliations and payments, however, any change is not expected to be material. Final results of the Retail Entitlement Offer are expected to be announced on Friday, 6 April 2018.
Shareholder Enquiries
Retail shareholders who have questions relating to the Retail Entitlement Offer should speak with their broker or adviser and/or call the Shareholder Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday.
This announcement is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission). The announcement is not and should not be considered an offer or an invitation to acquire Entitlements or New Shares or any other financial products.
* The underwriting agreement entered into between the Company and the underwriters dated 15 March 2018 includes a clause which limits the obligations of an underwriter to subscribe for shares to the extent that, in doing so, it would have voting power in excess of 20% and so breach section 606 of the Corporations Act 2001 (Cth) (Act). The clause provides that the relevant underwriter must subscribe for those shares when it is able to do so without breaching section 606 of the Act. The operation of the clause does not impact that underwriters obligation to pay an amount equal to any shortfall on the relevant settlement date, such that the Company has certainty of funds in accordance with the offer timetable. Given successful completion of the Entitlement Offer, neither underwriter will need to rely on this clause on the issue date under the Retail Entitlement Offer.
For further information or other information, please contact:
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United States |
Australia |
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Eric McCrady, Managing Director |
Mike Hannell, Chairman |
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Tel: +1 (303) 543 5703 |
Tel: +61 8 8363 0388 |
Disclaimer
This announcement has been prepared for publication in Australia and may not be released to US news wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. At this time, any securities described in this announcement have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
Ground Floor, 28 Greenhill Road, Wayville, South Australia 5034 ACN112 202 883
Telephone: +61 8 8363 0388 Facsimile: +61 8 8132 0766 www.sundanceenergy.com.au
Sundance Energy Australia Limited ABN 76 112 202 883
FOR IMMEDIATE RELEASE
Not for release to US wire services or distribution in the United States
General Manager
The Company Announcements Office
Australian Securities Exchange
Results of Retail Entitlement Offer
Further to the announcement on 4 April 2018, Sundance Energy Australia Limited (ASX: SEA) (Company) announced today the successful completion of the retail component of its fully underwritten* 1 for 1 accelerated non-renounceable entitlement offer (Retail Entitlement Offer).
Completion of the Retail Entitlement Offer represents the second and final stage of the Companys approximately A$73.9 million entitlement offer (Entitlement Offer). The Entitlement Offer was announced on Thursday, 15 March 2018. The institutional component of the Entitlement Offer completed on Thursday, 15 March 2018 raising approximately A39.8 million, as announced to ASX on Friday, 16 March 2018.
Summary of the Retail Entitlement Offer
Applications were received under the Retail Entitlement Offer for approximately A$4.8 million in new fully paid ordinary shares in Sundance (New Shares).
Approximately 14.2% of available retail entitlements (Entitlements) were taken up under the Retail Entitlement Offer by eligible Sundance retail shareholders. Applicants under the Top-Up Facility have been allocated New Shares in full and no scale-back was applied to applications.
Approximately 497 million New Shares, representing Entitlements not taken up by eligible retail shareholders and the Entitlements of ineligible retail shareholders, will be taken up by Euroz Securities Limited and Morgans Corporate Limited as underwriters and/or allocated to sub-underwriters.
New Shares to be issued under the Retail Entitlement Offer will rank equally with existing Sundance ordinary shares in all respects. The settlement date for shortfall shares under the Retail Entitlement Offer is expected to be Monday, 9 April 2018. New Shares under the Retail Entitlement Offer are expected to be issued on Tuesday, 10 April 2018 and commence trading on ASX on Wednesday, 11 April 2018.
Shareholder Enquiries
Retail shareholders who have questions relating to the Retail Entitlement Offer should speak with their broker or adviser and/or call the Shareholder Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday.
This announcement is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission). The announcement is not and should not be considered an offer or an invitation to acquire Entitlements or New Shares or any other financial products.
* The underwriting agreement entered into between the Company and the underwriters dated 15 March 2018 includes a clause which limits the obligations of an underwriter to subscribe for shares to the extent that, in doing so, it would have voting power in excess of 20% and so breach section 606 of the Corporations Act 2001 (Cth) (Act). The clause provides that the relevant underwriter must subscribe for those shares when it is able to do so without breaching section 606 of the Act. The operation of the clause does not impact that underwriters obligation to pay an amount equal to any shortfall on the relevant settlement date, such that the Company has certainty of funds in accordance with the offer timetable. Given successful completion of the Entitlement Offer, neither underwriter will need to rely on this clause on the issue date under the Retail Entitlement Offer.
For further information or other information, please contact:
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United States |
Australia |
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Eric McCrady, Managing Director |
Mike Hannell, Chairman |
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Tel: +1 (303) 543 5703 |
Tel: +61 8 8363 0388 |
Disclaimer
This announcement has been prepared for publication in Australia and may not be released to US news wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. At this time, any securities described in this announcement have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.