LILIS ENERGY, INC.

Lilis Energy ceased to exist: the Bankruptcy Court confirmed a liquidating Chapter 11 plan on November 17, 2020, the $46.6 million Ameredev asset sale closed December 1, and by the plan's effective date of December 4, 2020 Lilis and all its subsidiaries were dissolved, all of the company's notes, credit agreements and equity - common and preferred stock alike - were cancelled, and remaining proceeds passed to a liquidation trust for creditors. Auditor BDO confirmed its relationship with the company had simply ceased to exist, closing out the twelve-year run that began as a 2009 Nevada shell reverse merger.

bankruptcy or receivership

LILIS ENERGY, INC. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Lilis Energy's bankruptcy ended in liquidation, not reorganization: a Section 363 auction of substantially all its assets was won by Ameredev Texas for $46.6 million, and the Bankruptcy Court approved the sale on November 13, 2020.

asset acquisition disposition

Varde Partners - the lender and preferred-equity backer that had fueled Lilis's Permian turnaround since 2017 - declined to sponsor a new-money Chapter 11 reorganization plan, collapsing the case's dual-track strategy down to a straight sale of substantially all the company's assets under Section 363. The restructuring support agreement among the debtors, RBL lenders and Varde was mutually terminated as bidding procedures for an asset auction moved forward.

bankruptcy or receivership

Lilis Energy and its subsidiaries (Brushy Resources, ImPetro Operating, ImPetro Resources, Lilis Operating Company and Hurricane Resources) had filed for Chapter 11 bankruptcy protection on June 28, 2020, entering a debtor-in-possession credit agreement with BMO two days later. This filing extends deadlines under that DIP facility for certain bankruptcy-court milestones - the borrowing-base death spiral that ran through 2019 and early 2020 had ended in the company's collapse into Chapter 11.

debt financing

LILIS ENERGY, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Lilis missed the final $7.75 million borrowing-base-deficiency payment due 5 June 2020, adding a payment default to breaches of its leverage and asset-coverage covenants at 31 March, unfiled financial statements and unpaid trade payables. BMO and the majority lenders granted a forbearance of just three weeks, to 26 June, and used it to liquidate the company's commodity hedges - an expected $10 million or more - against the debt, which reduces the balance but cures none of the defaults.

debt default or forbearance

Lilis walked away from its 2018 Salt Creek Midstream crude gathering agreement entirely, terminating it with no penalty - unwinding one of the infrastructure wins it had touted during its Permian buildout as the liquidity crisis deepened.

material agreement termination

Lilis's lenders granted a much longer reprieve this time - pushing the final $7.75 million payment to June 5, 2020, waiving Q1 2020 leverage and current-ratio covenants, and delaying the spring borrowing-base redetermination itself to June 5 - buying time through the worst of the 2020 oil price collapse rather than resolving the underlying deficiency.

debt financing

Lilis pushed its final $7.75 million borrowing-base-deficiency payment back another week, to April 21, as the COVID-era oil price crash deepened the company's liquidity strain.

debt financing

As oil prices collapsed with the onset of COVID-19, BMO's lenders waived Lilis's year-end 2019 leverage and current-ratio covenants and its hedging requirements through mid-2020 - and pointedly waived the requirement that the company's audited financial statements arrive without a going-concern qualification, telegraphing that auditors were expected to raise going-concern doubt.

debt financing

The Marlin acreage sale closed and its $17.25 million proceeds cut Lilis's borrowing-base deficiency from $25 million to $7.75 million - real progress, though the remaining balance and its tight repayment deadlines still carried default risk.

debt financing

Lilis bought two more weeks on its first borrowing-base installments and lined up its funding fix: selling its northernmost Lea County, New Mexico acreage (about 1,185 undeveloped net acres) for roughly $24.9 million, with $17.25 million of that earmarked straight toward the deficiency - the company was now selling core Permian leasehold specifically to service bank debt.

debt financing

NYSE American accepted Lilis's compliance plan for its stockholders'-equity and recurring-losses deficiency, giving it until May 2021 to show progress with quarterly updates - a temporary reprieve rather than a fix.

listing compliance notice

Lilis pushed its first two borrowing-base-deficiency installments back again, consolidating both onto February 18, 2020 - the same default risk still hanging over the company with no funding solution yet in place.

debt financing

Lilis bought roughly two more weeks on its first two $6.25 million borrowing-base-deficiency payments, still searching for a way to fund the shortfall without triggering default.

debt financing

The redetermination finally landed: BMO cut Lilis's borrowing base from $115 million to $90 million, creating a $25 million deficiency the company had to repay in four $6.25 million monthly installments starting immediately - with the bank warning that missing any installment would trigger a default. This is the borrowing-base crisis the company had spent months trying to postpone.

debt financing

Lilis pushed its BMO borrowing-base redetermination back again, to mid-January 2020, while making the cure timeline for any deficiency even tighter (due the next business day rather than within 30 days) - still fully drawn on the $115 million facility with no resolution in sight.

debt financing

NYSE American issued a second deficiency letter, this time over Lilis's sustained low share price, giving the company until June 2020 to fix it via a reverse split or a real price recovery.

listing compliance notice

With its BMO revolving facility fully drawn against a $115 million borrowing base and a redetermination looming, Lilis pushed the review date back and shortened its cure window for any resulting shortfall, while separately disclosing NYSE American had flagged it for a stockholders'-equity deficiency and net losses in every one of its last five fiscal years - the company was now openly weighing non-core asset sales or replacement financing just to stay current on its bank debt.

listing compliance notice

To fund the debt paydown its lender had just required, Lilis sold a 49% non-operated interest in undeveloped Winkler/Loving County acreage and an overriding royalty interest in its core acreage - both to entities affiliated with Varde Partners, its own preferred-stock and second-lien backer - for a combined $39 million, retaining repurchase rights for three years. Raising liquidity by selling assets back to its largest financial backer marked a shift from growth-by-acquisition to preserving cash.

asset acquisition disposition

Lilis's BMO-led revolving credit facility was redetermined down $10 million to a $115 million borrowing base, and the bank required the company to apply proceeds from asset sales (to be detailed separately) to cut outstanding borrowings to $105 million or less - the first downward borrowing-base redetermination in the company's Permian-era credit facility, with covenant terms loosened slightly to accommodate it. Joseph Daches was now signing as interim CEO in addition to his CFO role.

debt financing

Lilis reported Q3 2018 production up 234% and proved reserves up 308% year-over-year (to 46.7 MMBOE) as its Permian Basin drilling program ramped, with Chairman Ronald Ormand now also serving as CEO - real operational proof the post-Brushy turnaround strategy was working, filed as an earnings release rather than the asset transaction its event type implied.

resource reserve update

Lilis graduated to conventional bank financing: a five-year, $500 million senior secured revolving credit facility led by BMO Harris Bank, with an initial $95 million borrowing base (subject to semiannual May/November redeterminations) and $60 million drawn at closing to retire its prior $50 million first-lien facility - a real reduction in the cost and complexity of its debt stack, now subject to leverage and current-ratio covenants.

debt financing

Lilis locked in long-term Permian infrastructure with Salt Creek Midstream - a 12-year crude gathering deal plus a gas-midstream option for which Salt Creek paid Lilis $35 million upfront, a real non-dilutive cash injection to support the buildout.

material agreement

Lilis agreed to buy Delaware Basin properties in Lea County, New Mexico from OneEnergy Partners for $70 million ($40 million cash, $30 million stock), funding the cash portion with a striking new $100 million Series C preferred stock sale to funds affiliated with Varde Partners - its second-lien lender graduating into a much larger, equity-like backer of the company's Permian growth.

capital raising announcement

Lilis closed the first tranche of its KEW Drilling Winkler County lease purchase (about 3,200 net acres for $35.8 million) and got Varde to add another $25 million of delayed-draw capacity to keep funding the buildout.

asset acquisition disposition

Lilis added another $15 million first-lien bridge loan (now at a steeper 10%+6% PIK rate, with Deans Knight Capital Management taking over as collateral agent) and raised its second-lien facility's ceiling to $175 million - continuing to lean hard on secured debt to fund its Permian expansion, at a rising cost of capital.

debt financing

Lilis agreed to buy up to $47 million of undeveloped Winkler County, Texas leasehold from KEW Drilling, drawing the full $45 million delayed-draw tranche of its Varde-led second lien facility to fund it - an aggressive, debt-funded Permian leasehold buildout.

debt financing

LILIS ENERGY, INC.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified LILIS ENERGY, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Lilis overhauled its capital structure: it drew a $15 million first-lien bridge loan against its Permian Basin assets, then used a brand-new $125 million second-lien facility - $80 million drawn immediately, led by institutional lender Varde Partners - to pay off its entire 2016 term loan in full. Landing a lender of Varde's scale, after two years of penny-stock bridge notes, was a real marker of the company's turnaround.

capital raising announcement

Lilis dismissed auditor Marcum LLP and engaged BDO USA in a routine transition with no disagreements - but the filing surfaced that Marcum's audit report for fiscal 2015 had carried explicit going-concern doubt about the company's ability to continue, and that a related internal-controls weakness disclosed in that 2015 10-K was only remediated by the 2016 annual report.

auditor change

Nasdaq certified LILIS ENERGY, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Lilis Energy's stock returned to Nasdaq (Capital Market tier) under its LLEX symbol on March 14, 2017, resolving the delisting that had pushed it to the OTCQB the previous July.

material agreement

Lilis raised about $20 million in a private placement priced at $3.85/unit - far healthier terms than the sub-$1 distress financing of 2016 - to fund a new push into Delaware Basin (Permian) development and leasing, marking the start of a strategic shift toward the Permian.

capital raising announcement

Post-merger Lilis refinanced again, landing a new $31 million senior secured term loan (expandable to $50 million, $25 million drawn at close) that let it fully retire Brushy's remaining Independent Bank debt and consolidate financing into one facility at 6% - a real de-risking step, though the lenders again got their warrants repriced down to a token $0.01.

debt financing

LILIS ENERGY, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Nasdaq made it official: after suspending trading since late May, it delisted Lilis Energy's stock, which moved to the OTCQB under the same LLEX symbol - closing out more than two years of listing-compliance warnings the company was never able to fully outrun. The company said it would seek to relist on the Nasdaq Capital Market. Separately, the company granted Brushy's lender a security interest in essentially all of its combined assets.

listing compliance notice

Lilis completed its merger with Brushy Resources on June 23, 2016. In the same sweep it converted $4 million of its 12% notes to stock at $0.11/share, guaranteed roughly $5.5 million of Brushy's remaining bank debt with a blanket lien on the combined company's assets, watched Brushy shed its South Texas assets to erase $20.5 million of subordinated debt, and paid off its own Heartland loan at a discount - finally closing out the Hexagon-era-style debt overhang, though at the cost of a new blanket lien securing Brushy's lender.

business combination

Lilis lined up roughly $20 million in new Series B convertible preferred stock commitments - at a conversion price of just $0.11/share, reflecting how far the stock had fallen - to fund the Brushy merger closing, debt repayment and drilling. This rescue capital was what finally made completing the merger possible.

capital raising announcement

Heartland extended its forbearance again (to May 31, 2016) and dropped the cap on new subordinated debt after Lilis paid down overdue interest and fees, while the company kept layering on ever-cheaper bridge notes - the latest tranche came with warrants exercisable at just $0.01 - just to fund its Brushy merger deposit and stay afloat.

capital raising announcement

Lilis Energy couldn't even afford to pay Nasdaq's annual listing fee, triggering yet another delisting-risk notice - on top of the extension through May 23, 2016 a Nasdaq hearings panel had already granted the company to fix its other listing deficiencies.

listing compliance notice

With the Brushy merger deadline pushed to May 31, 2016, Lilis leaned on increasingly distressed bridge financing to survive: $3.75 million (plus a $500,000 follow-on) in 12% convertible notes with warrants struck at just $0.25/share, funding its merger deposit and Heartland interest payments - with even its own director R. Glenn Dawson buying in as a lender.

business combination

Lilis was already in default under its Heartland Bank credit agreement covenants and had to expand a forbearance arrangement, with Heartland letting the company add $1 million more subordinated debt (to $5 million total) earmarked for auditor fees, merger-related legal costs, and interest payments - just to stay solvent long enough to close the Brushy merger.

material agreement

Lilis increased its refundable deposit to Brushy to $2 million to also cover a payment to Brushy's senior lender Independent Bank, while refreshing its own board: independent director G. Tyler Runnels resigned, new independent director R. Glenn Dawson was added (filling the audit-committee independence gap Nasdaq had flagged), and Ronald Ormand became Chairman.

business combination

Facing delisting, Lilis Energy agreed to merge with Brushy Resources, exchanging each Brushy share for about 4.33 Lilis shares and making Brushy a wholly-owned subsidiary - a scale-up combination intended to fix the company's going-concern problems, backed by voting agreements from Brushy's major holders (SOSventures and several funds) and a $1 million deposit Lilis paid Brushy at signing.

business combination

Nasdaq flagged yet another compliance gap - director Ronald Ormand was determined not to be independent, leaving the audit committee short of the required three independent members - on top of the pending delisting hearing over stockholders' equity and the still-open minimum bid price grace period.

listing compliance notice

Nasdaq determined Lilis Energy had not fixed its stockholders'-equity deficiency by the extended deadline and moved toward delisting; the company's only recourse was to request a hearing before Nasdaq's Listing Qualifications Panel, where it would also have to answer for its separate minimum-bid-price failure.

listing compliance notice

Lilis Energy's distress deepened on two fronts at once: its stock (LLEX) fell below Nasdaq's $1.00 minimum bid price, and its stockholders' equity had shrunk further to just $3.5 million by mid-2015, well past the point the earlier $10 million deficiency notice was meant to be cured.

listing compliance notice

Lilis Energy expanded the Swan Exploration Wattenberg acquisition to 1,015 net acres and raised the price to $5.76 million, pushing the closing date to mid-June 2015.

material agreement

Nasdaq again cited Lilis Energy for falling below the $10 million stockholders'-equity minimum - now down to $6.4 million - reviving a deficiency the company thought it had cured back in early 2014.

listing compliance notice

Lilis Energy agreed to buy interests in 53 producing wells plus undeveloped acreage in the core Wattenberg Field from Swan Exploration for about $7.1 million total, funded by drawing on its new Heartland Bank credit line - a real accretive acquisition even as the company's Nasdaq compliance troubles continued.

material agreement

Nasdaq issued a formal delisting determination after Lilis Energy blew through the 180-day cure period for its still-late Q3 2014 10-Q; the company filed the report just one day before the deadline, narrowly avoiding delisting for now.

listing compliance notice

Lilis Energy disclosed a second restatement, this time because its valuation of the convertible-debenture conversion derivative going back to 2011 had only priced in the anti-dilution feature and omitted the conversion option itself - understating net losses by as much as $10.3 million in a single quarter once corrected.

financial restatement

Lilis Energy lined up a fresh $3 million senior secured term loan (expandable to $50 million) from Heartland Bank to fund asset purchases and development - its first new lending relationship since settling out of the Hexagon debt, though tied to leverage-ratio and debt-coverage covenants.

debt financing

Nasdaq cited Lilis Energy for a separate governance failure - its board no longer had a majority of independent directors, and its audit and compensation committees fell below required independent-member counts, following recent director departures during the company's crisis.

listing compliance notice

Lilis Energy's filing delinquency spread further: its Q3 2014 10-Q also missed deadline, on top of the already-late 10-K and prior quarterlies, forcing another compliance-plan update to Nasdaq and a push to find a new auditor.

listing compliance notice

Lilis Energy's auditor Hein & Associates declined to stand for re-election, and the company disclosed a material weakness in internal controls over officers' travel and entertainment expense documentation spanning late 2013 through 2014. Nasdaq granted a compliance exception requiring all delinquent reports filed by January 2, 2015.

auditor change

Lilis Energy resolved its Hexagon default by surrendering all the mortgaged oil and gas properties that had secured the original 2010 loans, plus issuing Hexagon $2 million in new preferred stock, in exchange for full extinguishment of the roughly $14.1 million still owed - trading away the founding-era asset base that Hexagon's financing had originally built to finally clear the debt, under new CEO Abraham Mirman.

asset acquisition disposition

Lilis could not make the second $5 million payment owed to Hexagon by 15 August 2014, so the May settlement lapsed and the original Hexagon credit agreements (originally $25.5 million, about $14 million still outstanding) went into payment default at a 15% rate, leaving Hexagon free to foreclose on the mortgaged oil and gas properties. That cross-defaulted the remaining $6.73 million of 8% secured convertible debentures, whose holders could raise their rate to 18%, and Nasdaq separately cited the company for not filing its June-quarter 10-Q.

debt default or forbearance

Lilis Energy raised $7.5 million in new convertible preferred stock, and used part of the proceeds to strike a settlement with senior lender Hexagon over the roughly $18.8 million owed on its founding-era term loans - paying $5 million immediately, owing another $5 million by June 30, and rolling the rest into a new $6 million unsecured note plus stock, with escalating penalties if either payment slipped. The restructuring effectively admitted the original Hexagon debt could not be repaid on its own terms.

capital raising announcement

Lilis Energy's Nasdaq compliance problem deepened: it still hadn't filed its 2013 10-K and had now also missed its Q1 2014 10-Q deadline, with a new interim CFO (Eric Ulwelling, replacing Bradley Gabbard) now signing its filings.

listing compliance notice

Lilis Energy fell out of Nasdaq compliance for failing to file its 2013 annual report on time, with until mid-June 2014 to catch up - the first sign the company's own financial reporting was slipping.

listing compliance notice

Lilis Energy walked away from its proposed merger with Shoreline Energy Corp, terminating the letter of intent less than two months after signing it.

material agreement termination

Lilis Energy signed a binding letter of intent to merge with Alberta-based Shoreline Energy Corp in a share-for-share plan of arrangement, with Shoreline shareholders to receive 6.67 million Lilis shares and Shoreline becoming a wholly owned subsidiary - contingent on a definitive agreement, court and Nasdaq approval, and each side completing its own refinancing.

material agreement

Lilis Energy converted $9 million of its roughly $15.6 million in convertible debentures into stock at just $2.00/share - a steep cut from the $4.25 conversion price set in 2011 - with the remaining $6.6 million convertible pending shareholder approval, trading balance-sheet relief for heavy dilution.

capital raising announcement

Newly renamed Lilis Energy, Inc. (formerly Recovery Energy) closed a $7.5 million private placement of stock and warrants, with insiders committing $1.4 million of it, and said the raise resolved the stockholders'-equity shortfall Nasdaq had flagged the previous August - though Nasdaq would keep monitoring compliance going forward.

capital raising announcement

Nasdaq warned Recovery Energy that its stockholders' equity had fallen to $8.27 million, below the $10 million minimum for its Global Market listing, giving it 45 days to propose a fix or fall back to the junior Nasdaq Capital Market.

listing compliance notice

Recovery Energy sold $2.2 million more of its 8% convertible debentures on the same $4.25 conversion terms as its existing $13.4 million, to fund Wattenberg and Laramie County drilling - with the company's own officers and directors among the buyers, a sign outside capital was getting harder to attract.

capital raising announcement

With its stock price well below the debentures' original $9.40 conversion price, Recovery Energy was forced to reprice its 8% convertible debentures down to $4.25/share and swap loan collateral to keep the debt in compliance. In the same filing it terminated its Chugwater joint venture with TRW Exploration - which had put in $9.1 million for a stake in two wells - buying out TRW's interest for 1.5 million shares just eight months after the partnership began.

capital raising announcement

Nasdaq certified LILIS ENERGY, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Recovery Energy was forced to restate its 2010 annual and two 2010/2011 quarterly financial statements after the SEC flagged its accounting for replacement warrants issued in a 2010 exercise; the fix widened the 2010 net loss from $16.8 million to $19.7 million.

financial restatement

Recovery Energy agreed to buy about 8,060 net acres in Laramie County, Wyoming from Wapiti Oil & Gas for $6.47 million cash plus 2.3 million shares.

material agreement

Recovery Energy raised $8 million through its first convertible debentures (8% interest, 3-year term, convertible at $2.35/share, steep redemption/make-whole penalties) to fund pending Wyoming/Colorado leasehold acquisitions, and struck a joint development deal with TRW Exploration, which paid $2 million plus a 40% carried interest to fund drilling on two horizontal Niobrara wells - the company's first outside partner sharing drilling risk rather than just providing capital.

capital raising announcement

Recovery Energy pushed out the maturity on all three Hexagon Investments loans (about $20.4 million outstanding) from December 2011 to September 2012 at no extra cost, but also had to issue Hexagon a previously-promised penalty warrant for 1 million shares because the debt hadn't been repaid by the January 1, 2011 deadline set the prior June.

capital raising announcement

Recovery Energy agreed to buy roughly 57,000 net acres of Wyoming/Nebraska interests from Edward Mike Davis LLC for $8 million due within a month, securing the payment with 6.7 million escrowed shares. It also gave Grandhaven Energy - an affiliate of its own lender Hexagon Investments - a put option to force the company to buy back royalty interests for up to $2.4 million. By this point Hexagon and Davis together already controlled roughly a third of the company's stock, and the Hexagon loan balance stood near $21 million - insider financing was now deeply intertwined with the company's asset base and capital structure.

debt financing

Recovery Energy signed a stockholders agreement committing its major holders to vote in a board seat designated by lender Hexagon Investments - formalizing Hexagon's governance influence on top of its debt and equity position.

material agreement

Recovery Energy closed the $20 million Davis/Spottie land deal and funded it with a $23.85 million institutional private placement (T.R. Winston as placement agent) - its largest capital raise yet. It also used the proceeds leverage to push out the maturity on its two Hexagon Investments loans from December 2010 to December 2011, defusing the refinancing crunch those loans had been building toward, in exchange for more warrants to Hexagon.

asset acquisition disposition

Recovery Energy agreed to buy roughly 60,000 acres of Nebraska/Wyoming oil and gas interests from Edward Mike Davis LLC and Spottie Inc for $20 million plus 2-3 million shares, under a tight closing deadline that escalated the share payment if the company couldn't fund the cash on time.

debt financing

Recovery Energy bought six more Wyoming wells and 1,240 acres for $15 million cash plus stock, again from Edward Mike Davis LLC (now a 23.5% shareholder), financed by a third Hexagon Investments loan at 15% interest also maturing December 1, 2010. Hexagon's stake, built entirely from financing-related share and warrant grants, reached 26.2% - stacking three high-rate secured loans onto the same December 2010 maturity wall while ownership concentrates in the lender and asset seller.

capital raising announcement

Recovery Energy bought four producing wells and 15,900 acres in the Nebraska/Wyoming DJ Basin for $6 million cash plus stock from Edward Mike Davis LLC, now a 14.9% shareholder, financing the cash portion with another Hexagon Investments loan at 15% interest maturing December 2010. Hexagon's stake grew to 13.1% of the company from shares issued alongside its loans.

capital raising announcement

Recovery Energy borrowed $4.5 million from Hexagon Investments at 15% interest, maturing December 2010 and secured by mortgages on its Wilkie field wells, to fund a property repurchase - and paid Hexagon 1 million shares of stock on top. This is the start of a high-cost secured lending relationship, not a change to shareholder rights as classified.

debt financing

Recovery Energy acquired working interests in wells and acreage at Wilkie Field, Nebraska, paying with 1.45 million shares of stock plus a $2.2 million promissory note due within two weeks - expanding its asset base but adding near-term debt.

asset acquisition disposition

Recovery Energy made its first oil and gas acquisition, buying three producing wells in Colorado's Rush Willadel field for $750,000 cash plus stock, then immediately sold half the interest back to a third party for $750,000 cash, recovering most of its outlay.

asset acquisition disposition

Universal Holdings, a dormant Nevada shell company, reverse-merged with oil and gas operator Coronado Acquisition and renamed itself Recovery Energy - the transaction that created the company later known as Lilis Energy.

business combination