HighPeak Energy, Inc.

HighPeak amended both its Fifth Third revolver (June 30, 2026) and its Texas Capital Bank/Chambers term loan (June 25, 2026) so that the maximum Total Net Leverage Ratio allowed for the quarter ending June 30, 2026 is 2.25 to 1.00. The 2023 agreements previously capped this ratio at 2.00x, so the limit has been loosened for that one quarter. The filing does not say why, nor whether any fee was paid or other terms changed (it says 'among other things').

debt financing

On May 6, 2026, HighPeak set up an at-the-market programme to sell up to $150 million of new common stock over time through Roth Capital Partners and USCA Securities, at a commission of up to 3%. The company is not required to sell any shares; proceeds are for general corporate purposes, which may include paying or refinancing debt. Any shares sold would dilute existing holders. The filing also furnished first-quarter 2026 results in a press release, but the figures are not in the filing text.

material agreement

HighPeak Energy, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On August 1, 2025, HighPeak extended the maturity of both its revolving credit agreement (Fifth Third) and its term loan (Texas Capital/Chambers) to September 30, 2028, from September 30, 2026. The term loan amendment also upsizes borrowings to $1.2 billion and defers the $30.0 million quarterly repayments for one year, so they restart in September 2026. This pushes out the 2026 maturities set in the 2023 financings.

debt financing

On February 5, 2024, the board authorized a share repurchase program of up to $75 million of common stock and declared a quarterly dividend of $0.04 per share, payable March 25, 2024 to holders of record on March 1, 2024. The dividend is up from the $0.025 paid in 2023.

dividend declaration

On November 1, 2023, HighPeak signed a new senior revolving credit agreement with Fifth Third Bank as agent: $100 million borrowing capacity, $75.0 million elected commitments, maturing September 30, 2026, at SOFR plus 4.00% to 5.00% (or base rate plus 3.00% to 4.00%). It is secured by a first lien on substantially all assets, with the same 1.50x asset coverage and 2.00x net leverage covenants as the term loan. This is the super-priority revolver the September term loan permitted. The filing also furnished third-quarter 2023 results in a press release, but the figures are not in the filing text.

debt financing

HighPeak signed a new senior secured term loan agreement on September 12, 2023 (closed September 13), with a $1.2 billion commitment capacity, maturing September 30, 2026, at Adjusted Term SOFR plus 7.50%, with Texas Capital Bank as administrative agent and Chambers Energy Management as collateral agent. It replaces the December 2020 Wells Fargo credit facility, which was paid off in full and terminated, and it requires $30 million quarterly repayments from March 31, 2024. The company also gave notice to redeem all of the February 2024 10% notes and the November 2024 10.625% notes on September 14, 2023 (or a later date no later than October 31, 2023) at par plus accrued interest, with the November notes also carrying a premium for interest through November 15, 2023. This resolves the open thread on refinancing the February notes ahead of the September 1 deadline (the notes were called for redemption; completion is not confirmed in this filing). The new loan has covenants requiring asset coverage of at least 1.50x and total net leverage of no more than 2.00x, and allows a super-priority revolver of up to $100 million.

debt financing

The share offering launched July 18, 2023 priced and closed on July 21, 2023: 12,900,000 new shares sold through Roth Capital Partners, plus a further 1,935,000 shares when the underwriter exercised its option in full on July 20. Net proceeds were about $151.2 million, to be used for working capital and near-term liquidity. Existing holders including the John Paul DeJoria Family Trust and Jack Hightower (and associated entities and individuals) bought about 10 million shares in the offering, at a reduced underwriting discount. This resolves the open question of the offering's size and outcome, and the proceeds exceed the $95 million of net equity proceeds the credit facility required before borrowing could resume (inference from the two figures; the filing does not say the condition was met). Existing shareholders are diluted by the new shares.

material agreement

On July 12, 2023, HighPeak signed a Ninth Amendment to its credit facility that waives the June 30, 2023 current ratio test and an account control agreement failure, postpones the borrowing base redetermination to September 2023, and pushes the February notes refinancing deadline (set at June 30, 2023 in March) to September 1, 2023. It also bars further borrowing until at least $95 million of net equity proceeds are received, and raises pricing and hedging requirements. The company launched a public share offering on July 18, 2023 and warned that failing to refinance could trigger acceleration and cross-defaults, that it could not repay all its debt in that case, and that it might sell assets, cut drilling or seek bankruptcy protection, putting equity holders at risk of losing all or part of their interests. Preliminary June 30, 2023 figures show $30.3 million cash, $1,002.4 million total debt ($225.0M February notes, $250.0M November notes, $527.4M on the credit facility), $47.6 million remaining availability, and about $121.3 million of payables due or past due. Q2 2023 production was estimated at 41.0 to 43.0 MBoe/d versus 37.2 MBoe/d in Q1.

debt financing

On March 14, 2023, HighPeak signed an Eighth Amendment to its credit facility, raising the borrowing base to $700 million with initial elected commitments of $575 million, and adding Texas Capital Bank as a lender. It limits quarterly dividends to $4.0 million and requires the company by June 30, 2023 to redeem or refinance the 2024 (February) notes, set aside cash flow to retire them by November 30, 2023, or extend their repayment to no earlier than February 15, 2025. This puts a firm deadline on the February notes thread.

debt financing

On November 8, 2022, HighPeak completed a $225 million offering of 10.625% senior unsecured notes due November 15, 2024, with net proceeds of about $200 million. Part of the proceeds reduced the bank credit facility balance, and the rest goes to drilling and development, fees and general purposes. The Notes can be redeemed in full at par from November 15, 2023, and on November 9 the holders of the February 2022 10% notes agreed to a supplement aligning their terms with the new ones. This adds a second layer of unsecured debt alongside the February notes.

debt financing

On October 14, 2022, HighPeak amended its bank credit facility (Fifth Amendment), raising the borrowing base to $550 million and elected commitments to $525 million (the Fourth Amendment had set both at $400 million), and replacing Fifth Third Bank with Wells Fargo as administrative agent. The lenders also waived two technical defaults, on minimum hedging for the June 30 and September 30, 2022 quarters and on the current ratio for September 30, 2022. Dividends now need 25% minimum availability instead of 30%, and another borrowing base redetermination is due around December 1, 2022.

debt financing

HighPeak closed the private placement on September 2, 2022, saying it was $85 million of 3.9 million new shares at $21.61, larger than the roughly $61.7 million and 2,855,162 shares in the August 24 filing. Final closings came after the August 22 initial closings, and proceeds are for general corporate purposes.

capital raising announcement

On August 22-23, 2022 HighPeak agreed to sell 2,855,162 new shares at $21.61 each to accredited investors in a private placement, for about $61.7 million, to be used for general corporate purposes. Insiders took part: CEO Jack Hightower (462,749 shares), President Michael Hollis (46,276), CFO Steven Tholen (9,255), COO Rodney Woodard (23,138) and the John Paul DeJoria Family Trust (2,313,744), approved under the related-party policy. The new shares dilute existing holders.

capital raising announcement

HighPeak closed the Hannathon acquisition on June 27, 2022 near its Signal Peak area in Howard County for 3,522,117 shares (valued at $97.2 million), $237.4 million cash (subject to final settlement) and about $300,000 of costs; the cash is lower than the $255 million first announced and the share count is lower than the roughly 3.78 million announced, with no reason given in the filing. It also signed a Fourth Amendment raising its Fifth Third bank credit facility borrowing base and elected commitments to $400 million (up from $195 million) and the maximum credit amount to $1.5 billion, and the sellers got registration rights for the new shares.

asset acquisition disposition

HighPeak reported the completion of the Flat Top-area acquisition agreed in February: it closed March 25, 2022 for 6,960,000 shares (valued at $156.6 million) and $141,000 cash. A related June 21, 2022 purchase of Borden County assets from Alamo Borden County 1 added 371,517 shares (valued at $11.2 million). In total 7,331,517 shares were issued, below the up to 7,733,333 shares first announced, and the filing says closing adjustments of $1.3 million in cash were paid to the company. Both are subject to final settlement. The filing was made because the combined deals count as a significant acquisition.

asset acquisition disposition

On April 26, 2022 HighPeak agreed to buy oil and gas assets in Howard County, Texas from Hannathon Petroleum and other non-operated working interest owners for $255 million in cash plus about 3.78 million new shares, with an effective date of January 1, 2022 and closing expected early in Q3 2022. It also agreed to register the resale of the shares given to the sellers, and the share issue would dilute existing holders.

material agreement

HighPeak closed the $225 million of 10.00% Senior Unsecured Notes due February 15, 2024 on February 16, 2022 (the Notes flagged in the Credit Suisse purchase agreement), with about $207.3 million net proceeds. Part of the proceeds paid off the debt outstanding under its bank credit facility, and the rest is for drilling, development and general purposes. It also agreed to buy oil and gas properties next to its Flat Top area (about 9,500 net acres, about 2,500 barrels of oil equivalent a day, about 40 drilling locations) for up to 7,733,333 new shares plus $4.0 million cash, expected to close in late Q1 / early Q2 2022; the new shares would dilute existing holders.

capital raising announcement

On February 9, 2022 HighPeak signed a Third Amendment to its Fifth Third credit agreement, alongside a purchase agreement with Credit Suisse Securities as initial purchaser for "Notes" issued by HighPeak Energy Acquisition Corp. The amendment sets a springing maturity of October 1, 2023 if the Notes are not retired or refinanced by then, allows the Notes to be redeemed with refinancing, equity proceeds or cash, and replaces LIBOR with Term SOFR. The Notes' size and terms are not given in this filing. It will take effect on effectiveness, so the bank facility is being adjusted to sit alongside a new note issue.

debt financing

On October 20, 2021 HighPeak signed an underwriting agreement with Roth Capital Partners for the common stock offering announced in August, with a 30-day option for up to 330,000 more shares. Net proceeds are about $20.7 million, expected to close October 25, 2021, for general corporate purposes that may include accelerating drilling and development and funding bolt-on acquisitions. This completes the August offering thread; the option grant of 330,000 shares is smaller than the 750,000 floated in August. The filing does not state the final share count or price.

material agreement

On October 1, 2021 the Second Amendment to the Fifth Third credit agreement raised the borrowing base from $125 million to $195 million and the elected commitments from $125 million to $195 million, following a semi-annual redetermination. This continues the growth in the facility from $40 million in December 2020 and $125 million in June 2021. The filing does not say how much is drawn.

debt financing

On August 16, 2021 HighPeak announced the launch of an underwritten public offering of 5,000,000 new common shares, with a 30-day option for underwriters to buy up to 750,000 more. For shareholders, new shares mean dilution. Pricing and use of proceeds were not in this filing.

capital raising announcement

On June 23, 2021 the First Amendment to the Fifth Third credit agreement raised the borrowing base from $40 million to $125 million and the elected commitments from $20 million to $125 million. That means more borrowing room under the December 2020 facility. The filing does not say whether any of it has been drawn. A press release the same day covered financial and operating updates and expected Russell 2000/3000 index inclusion, but its figures are not in this filing.

debt financing

On December 17, 2020 HighPeak signed a senior secured revolving credit agreement with Fifth Third Bank as agent, maturing in three and a half years. The borrowing base is $40.0 million and elected commitments are $20.0 million, with nothing drawn at closing and about $20.0 million available. It is secured by a first lien on substantially all assets and carries leverage and current-ratio covenants. This is the company's first bank debt facility since the merger.

debt financing

The merger with Pure Acquisition Corp. closed on August 21, 2020, making HighPeak Energy the listed company (Nasdaq: HPK, warrants HPKEW). Pure Class A holders who stayed in received one HighPeak share, $0.62 in cash, one CVR and one warrant per share. HPK Energy, LP's owners contributed their interests for 76,383,054 shares, the sponsor loans were cancelled, and 8,976,875 shares, warrants and CVRs went to forward purchase investors. After closing there were 91,592,354 shares, 10,538,188 warrants and 10,209,300 CVRs outstanding. Only 1,232,425 shares went to Pure Class A holders, so very few public holders took the deal rather than redeeming (inference from those figures). This resolves the long-running merger and sponsor-loan threads.

business combination

the exchange certified HighPeak Energy, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

Amendment No. 5 enlarges the forward purchase part of the deal from 5,000,000 to 5,811,000 shares, with matching CVRs and warrants, under an Amended and Restated Forward Purchase Agreement dated July 24, 2020. Total registered securities rise to 49,976,358 and CVR settlement shares to 23,000,212. It also adds a resale prospectus for the forward purchase investors, who can sell up to 23,970,375 shares. This is more potential dilution and the deal is still pending.

business combination

Amendment No. 4 to the merger registration statement now registers about 46.6 million securities in total, up from the roughly 10.0 million in the prior amendment. The increase includes 5,000,000 shares (plus matching CVRs and warrants) tied to an amended Forward Purchase Agreement, and the settlement shares for the CVRs rise to 21,276,837. The 10,012,629 merger shares are unchanged and the Pure vote date is still blank. This adds possible dilution for existing holders and the deal is still not effective.

business combination

Amendment No. 3 amends the May 4, 2020 agreement so Pure Class A holders would also get a Public CVR (contingent value right) for each new share. It is meant to top up to a 10% simple annual return, with a $4.00 per-share floor, measured two to 30 months after closing. The registration now covers about 10.0 million shares, up to 10,651,837 shares for CVR settlement and 328,888 warrants, far fewer than the first filing, which fits the shrunken public holder base though the filing excerpt does not state why. This adds possible future dilution for existing shareholders.

business combination

Amendment No. 2 restates the deal under a new Business Combination Agreement dated May 4, 2020. The Grenadier contribution agreement no longer appears among the proposals in the text provided, which changes the earlier structure (this is read from the proposals listed, not a stated termination). Sponsor deposits into the trust have reached $8,516,396, with a further $200,000 a month planned from May 21 to August 21, 2020, and the redemption price would be about $10.52 per share. The planned listing moves from the NYSE to Nasdaq as HPK, with no listing for the warrants. A fourth warrant tender offer at $1.00 per public warrant runs to July 31, 2020.

business combination

HighPeak Energy, Inc. filed its first registration statement to complete a merger with Pure Acquisition Corp., a listed shell company. Under the November 27, 2019 agreements, each Pure share converts into one HighPeak Energy share, and the HighPeak Energy partnerships (HighPeak I, II and III) contribute their interests in HPK Energy, LP for HighPeak Energy stock. A separate agreement has Grenadier Energy Partners II contribute its assets for cash, shares and warrants. Up to 47,396,000 shares and 30,980,000 warrants are registered, and Pure's public holders can choose to redeem for cash instead.

business combination