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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 26, 2026
Matador Resources Company
(Exact name of registrant as specified in its
charter)
| Texas |
001-35410 |
27-4662601 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| |
5400
LBJ Freeway, Suite 1500 |
|
|
| |
Dallas,
Texas |
75240 |
|
| |
(Address of principal executive
offices) |
(Zip Code) |
|
Registrant’s telephone number, including
area code: (972) 371-5200
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
MTDR |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 1.01 |
Entry into a Material Definitive Agreement. |
Purchase Agreement
On February 26, 2026, Matador Resources
Company (the “Company”) and certain of its subsidiaries (the “Guarantors”) entered into a purchase agreement (the
“Purchase Agreement”) with BofA Securities, Inc. (“BofA”), as representative of the several initial purchasers
named therein (collectively, the “Initial Purchasers”), pursuant to which the Company agreed to issue and sell $750 million
in aggregate principal amount of the Company’s 6.000% Senior Notes due 2034 (the “New Notes”). The Company expects
to receive net proceeds from the issuance and sale of the New Notes (the “Offering”) of approximately $736.5 million, after
deducting the Initial Purchasers’ discounts and estimated offering expenses.
The Purchase Agreement contains customary
representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Guarantors,
on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company has also agreed not to offer
or sell certain debt securities for a period of 45 days after February 26, 2026, without the prior consent of BofA.
The New Notes were offered and sold in a
transaction exempt from the registration requirements under the Securities Act. The Initial Purchasers intend to resell the New Notes
to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in reliance on Regulation
S. The New Notes and related guarantees have not been registered under the Securities Act or the applicable securities laws of any state
or other jurisdiction and may not be offered, transferred or sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction.
Relationships
Certain of the Initial Purchasers and their
respective affiliates have in the past, and may in the future, perform investment banking, commercial banking, advisory and other services
for the Company and its affiliates from time to time for which they have received, and may in the future receive, customary fees and expenses.
In addition, an affiliate of the trustee for the New Notes is an Initial Purchaser.
The Company intends to use the net proceeds
from the Offering (i) to repurchase any and all of the $500 million outstanding aggregate principal amount of its 6.875% senior notes
due 2028 (the “2028 Notes”) through a cash tender offer (the “Tender Offer”), and to pay related premiums, fees
and expenses in connection with the Tender Offer, and (ii) to repay borrowings outstanding under the Company’s credit facility.
Certain of the Initial Purchasers or their respective affiliates may hold some of the 2028 Notes and consequently may receive a portion
of the net proceeds from the Offering through the Tender Offer. In addition, certain of the Initial Purchasers or their respective affiliates
are lenders under the Company’s credit facility and, as a result, such Initial Purchasers or their affiliates will receive a portion
of the net proceeds from the Offering from the repayment of borrowings under the Company’s credit facility.
The foregoing descriptions are qualified
in their entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
On February 26, 2026, the Company issued a press
release announcing the pricing of the Offering. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated by reference herein.
This Current Report on Form 8-K is neither an
offer to sell nor a solicitation of an offer to buy any security, including the New Notes, nor a solicitation for an offer to purchase
any security, including the New Notes or the 2028 Notes, nor shall there be an offer, solicitation or sale in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 10.1 |
|
Purchase Agreement, dated as of February 26, 2026, by and among the Company, the Guarantors and BofA Securities, Inc., as representative of the several initial purchasers named therein. |
| 99.1 |
|
Press Release, dated February 26, 2026, announcing the pricing of the Offering. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
| |
MATADOR RESOURCES COMPANY |
| |
|
|
| Date: February 27, 2026 |
By: |
/s/ Bryan A. Erman |
| |
Name: |
Bryan A. Erman |
| |
Title: |
Co-President |
Exhibit 99.1
MATADOR RESOURCES COMPANY PRICES OFFERING OF $750 MILLION OF SENIOR NOTES DUE 2034
DALLAS, Texas, February 26, 2026 -- Matador Resources Company (NYSE:
MTDR) (“Matador” or the “Company”) today announced that it has priced a private offering of $750 million
of 6.000% senior unsecured notes due 2034 (the “New Notes”) at a price of 100% of their face value. The offering
is expected to close on March 5, 2026, subject to customary closing conditions.
Matador intends to use the net proceeds from the offering (i) to repurchase
any and all of the $500 million outstanding aggregate principal amount of its 6.875% senior notes due 2028 (the “2028 Notes”)
through a cash tender offer (the “Tender Offer”), and to pay related premiums, fees and expenses in connection with the Tender
Offer, and (ii) to repay borrowings outstanding under Matador’s credit facility. To the extent any 2028 Notes remain outstanding
after the consummation of the Tender Offer, Matador intends to satisfy and discharge any remaining 2028 Notes in accordance with the terms
of the indenture governing the 2028 Notes. The Tender Offer is being made solely pursuant to the terms of an offer to purchase and related
notice of guaranteed delivery, each dated as of February 26, 2026.
The New Notes and related guarantees have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or the applicable securities laws of any state or other jurisdiction
and may not be offered, transferred or sold in the United States absent registration or an applicable exemption from the registration
requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction. The New Notes may be resold
by the initial purchasers to persons they reasonably believe to be “qualified institutional buyers” pursuant to Rule 144A
and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. This press release is being issued
pursuant to Rule 135c under the Securities Act, does not constitute a notice of redemption or satisfaction and discharge under the indenture
governing the 2028 Notes and is neither an offer to sell nor a solicitation of an offer to buy any security, including the New Notes,
nor a solicitation for an offer to purchase any security, including the New Notes or the 2028 Notes, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About Matador Resources Company
Matador is an independent energy company engaged in the exploration,
development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas
shale and other unconventional plays. Its current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp
and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. Matador also has operations in the Haynesville shale
and Cotton Valley plays in Northwest Louisiana. Additionally, Matador conducts midstream operations in support of, and to provide flow
assurance for, its exploration, development and production operations and provides natural gas processing, oil transportation services,
oil, natural gas and produced water gathering services and produced water disposal services to third parties.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. “Forward-looking statements” are statements related to future, not past, events.
Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or
historical fact. In this context, forward-looking statements often address expected future business and financial performance, and
often contain words such as “could,” “believe,” “would,” “anticipate,”
“intend,” “estimate,” “expect,” “may,” “should,” “continue,”
“plan,” “predict,” “potential,” “project,” “hypothetical,”
“forecasted” and similar expressions that are intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Actual results and future events could differ materially from those
anticipated in such statements, and such forward-looking statements may not prove to be accurate. These forward-looking statements
involve certain risks and uncertainties, including, but not limited to, risks and uncertainties related to the capital markets
generally, whether the Company will offer the New Notes or consummate the offering, the anticipated terms of the New Notes and the
anticipated use of proceeds, including the repurchase of the 2028 Notes, as well as the following risks related to financial and
operational performance: general economic conditions, including the effects of inflation and interest rates; tariffs and trade
tensions; the Company’s ability to execute its business plan, including whether its drilling program is successful; changes in
oil, natural gas and natural gas liquids prices and the demand for oil, natural gas and natural gas liquids; its ability to replace
reserves and efficiently develop current reserves; the operating results of the Company’s midstream oil, natural gas and water
gathering and transportation systems, pipelines and facilities, the acquiring of third-party business and the drilling of any
additional salt water disposal wells; costs of operations; delays and other difficulties related to producing oil, natural gas and
natural gas liquids or the construction, expansion or operation of the Company’s midstream assets; delays and other difficulties related to regulatory and governmental approvals and restrictions; impact on the
Company’s operations due to seismic events; its ability to make acquisitions on economically acceptable terms; its ability to
integrate acquisitions; disruption from the Company’s acquisitions making it more difficult to maintain business and
operational relationships; significant transaction costs associated with the Company’s acquisitions; the risk of litigation
and/or regulatory actions related to the Company’s acquisitions; availability of sufficient capital to execute its business
plan, including from future cash flows, capital markets, available borrowing capacity under its credit facility and otherwise; the
operating results of, and the availability of any potential distributions from, our joint ventures; weather conditions,
environmental conditions and natural disasters; evolving cybersecurity risks; and the other factors that could cause actual results
to differ materially from those anticipated or implied in the forward-looking statements. For further discussions of risks and
uncertainties, you should refer to Matador’s filings with the Securities and Exchange Commission (“SEC”),
including the “Risk Factors” section of Matador’s most recent Annual Report on Form 10-K. Matador undertakes no
obligation to update these forward-looking statements to reflect events or circumstances occurring after the date of this press
release, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press
release. All forward-looking statements are qualified in their entirety by this cautionary statement.
Contact Information
Mac Schmitz
Senior Vice President – Investor Relations
investors@matadorresources.com
(972) 371-5225
