Item 1.01 Entry Into a Material Definitive Agreement.
On September 21, 2020 (the "Effective Date"), Driftwood Holdings LP (f/k/a
Driftwood Holdings LLC) (the "Borrower"), a Delaware limited partnership and an
indirect wholly owned subsidiary of Tellurian Inc. (the "Company"), entered into
an amendment (the "Amendment") to the Credit and Guaranty Agreement (the "Credit
Agreement" and as amended, the "Amended Credit Agreement"), dated as of May 23,
2019, providing for senior secured term loans (collectively, the "Loans") by and
among the Borrower, as the borrower, the guarantors party thereto, Wilmington
Trust, National Association, as the administrative agent, Wilmington Trust,
National Association, as the collateral agent, and the lenders from time to time
parties thereto. The Amendment provides for, among other things, (i) the
extension of the maturity date of the Loans from November 23, 2021 to March 23,
2022, (ii) the ability of the Company to make certain investments in Tellurian
Production Holdings, LLC ("Tellurian Production") or any of its subsidiaries
with the proceeds of issuances of capital stock of the Company or certain asset
sales and (iii) the use of proceeds from the exercise of certain warrants under
the NCS Warrant Agreement (as defined below) to prepay a portion of the Loans.
As a condition to the effectiveness of the Amendment, on the Effective Date, the
Company will pay down on a pro rata basis an aggregate amount of $12,000,000 of
the principal amount of the Loans.
In connection with the Amendment, on the Effective Date, the Company amended and
restated the Amended and Restated Common Stock Purchase Warrant dated as of
April 29, 2020 (as amended and restated, the "NCS Warrant Agreement") to, among
other things, reduce the aggregate number of shares of Company common stock
("Company Shares") issuable to the holder upon its exercise of the NCS Warrant
Agreement from 8,770,911 to 6,847,274 and set forth certain daily volume
limitations with respect to the holder's sale of Company Shares to be received
upon an exercise of the NCS Warrant Agreement.
In connection with the Amendment, on the Effective Date, the Company also
amended and restated the Warrant to Purchase Common Stock dated as of April 29,
2020 (as amended and restated from time to time, the "Second NCS Warrant
Agreement") to, among other things, reduce the aggregate number of Company
Shares issuable to the holder under the Second NCS Warrant Agreement from
4,674,354 to 4,181,230. The above description of the Amendment, the NCS Warrant
Agreement and the Second NCS Warrant Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amendment,
the NCS Warrant Agreement and the Second NCS Warrant Agreement, copies of which
are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on
Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference to
this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
4.1 Second Amended and Restated Common Stock Purchase Warrant, dated as of
September 21, 2020, issued to Nineteen77 Capital Solutions A LP
4.2 Amended and Restated Warrant to Purchase Common Stock, dated as of
September 21, 2020, issued to Nineteen77 Capital Solutions A LP
10.1 Fourth Amendment to Credit and Guaranty Agreement, dated as of
September 21, 2020, by and among Driftwood Holdings LP, as borrower,
each of the guarantors party thereto, the lenders party thereto, and
Wilmington Trust, National Association, as administrative agent and
collateral agent
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document (included as Exhibit 101)
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