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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):
March 5, 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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on February 26,
2026, Matador Resources Company (the “Company”) and certain of its subsidiaries (the “Guarantors”) entered into
a 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 $750.0 million in aggregate
principal amount of the Company’s 6.000% Senior Notes due 2034 (the “Notes”). On March 5, 2026, the Company received
net proceeds from the issuance and sale of the Notes of approximately $737.2 million, after deducting the Initial Purchasers’ discounts
and estimated offering expenses.
Indenture
On March 5, 2026, the Company entered
into an Indenture (the “Indenture”) among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as
trustee, governing the terms of the Notes.
Interest and Maturity
The Notes will mature on April 15, 2034,
and interest is payable on the Notes semiannually in arrears on each April 15 and October 15, and the first interest payment date for
the Notes will be October 15, 2026. The Notes are guaranteed on a senior unsecured basis by the Guarantors.
Optional Redemption
At any time prior to April 15, 2029, the
Company may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price of 106.000% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net cash proceeds of certain
equity offerings, so long as the redemption occurs within 180 days of completing such equity offering and at least 60% of the aggregate
principal amount of the Notes remains outstanding after such redemption.
In addition, at any time prior to April
15, 2029, the Company may redeem all or part of the Notes for cash at a redemption price equal to 100% of their principal amount plus
an applicable make-whole premium and accrued and unpaid interest, if any, to the applicable redemption date. On or after April 15, 2029,
the Company may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount) equal to (i) 103.000%
for the twelve-month period beginning on April 15, 2029; (ii) 101.500% for the twelve-month period beginning on April 15, 2030; and (iii)
100.000% beginning on April 15, 2031, plus accrued and unpaid interest, if any, to the applicable redemption date.
Change of Control
Upon the occurrence of a Change of Control Triggering
Event (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the Notes, the holders
of the Notes will have the right to require the Company to repurchase all or a portion of the Notes at a price equal to 101% of the aggregate
principal amount of the Notes, plus any accrued and unpaid interest to the date of purchase.
Certain Covenants
The Indenture contains covenants that,
among other things, limit the Company’s ability and the ability of its Restricted Subsidiaries (as defined in the Indenture) to:
(i) incur or guarantee additional debt or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase
or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make certain investments; (v) create certain
liens; (vi) enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries to the Company; (vii) consolidate,
merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) designate subsidiaries
as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. At any time when the
Notes are rated investment grade by both Moody’s Investors Service, Inc. and S&P Global Ratings, many of these covenants will
terminate.
Events of Default
The Indenture provides that each of the following
is an Event of Default:
| · | default for 30 days in the payment when due of interest on the Notes; |
| · | default in payment when due of the principal of, or premium, if any, on the Notes; |
| · | failure by the Company to comply with its obligations to offer to purchase or purchase Notes when required pursuant to the change
of control or asset sale provisions of the Indenture or its failure to comply with the covenant relating to merger, consolidation or sale
of assets; |
| · | failure by the Company for 180 days after notice to comply with its reporting obligations under the Indenture; |
| · | failure by the Company for 60 days after notice to comply with any of the other agreements in the Indenture; |
| · | payment defaults and accelerations with respect to other indebtedness of the Company and its Restricted
Subsidiaries in the aggregate principal amount of $100.0 million or more; |
| · | failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess
of $100.0 million within 60 days; |
| · | any subsidiary guarantee by a Guarantor ceases to be in full force and effect, is declared null and void
in a judicial proceeding or is denied or disaffirmed by its maker; and |
| · | certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that
is a significant subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a significant subsidiary. |
Generally, if an Event of Default occurs
and is not cured within the time periods specified in the Indenture, the Trustee or the holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable immediately.
The Notes were offered and sold to the
Initial Purchasers for resale to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A of the Securities
Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in reliance on Regulation S of the
Securities Act. The Notes and the 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.
This Current Report on Form 8-K (this “Current Report”) and the Exhibits hereto do not constitute an offer to sell or a solicitation
of an offer to purchase the Notes or any other securities.
The foregoing descriptions do not purport
to be complete and are qualified in their entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit
4.1 to this Current Report 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 included, or incorporated
by reference, in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report.
On March 5, 2026, the Company issued a press release
announcing the expiration and results of the Company’s cash tender offer (the “Tender Offer”) to purchase any and all
of the aggregate principal amount of the Company’s 6.875% Senior Notes due 2028. A copy of such press release is filed as Exhibit
99.1 to this Current Report and incorporated by reference herein.
| Item
9.01 | Financial
Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description of Exhibit |
| |
|
| 4.1 |
|
Indenture, dated as of March 5, 2026, by and among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee. |
| |
|
|
| 99.1 |
|
Press Release, dated March 5, 2026, announcing the expiration and results of the Tender Offer. |
| |
|
|
| 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: March 5, 2026 |
By: |
/s/ Bryan A. Erman |
| |
Name: |
Bryan A. Erman |
| |
Title: |
Co-President |
Exhibit 99.1
MATADOR RESOURCES COMPANY ANNOUNCES EXPIRATION
AND RESULTS
OF CASH TENDER OFFER FOR ANY AND ALL OF ITS
OUTSTANDING 6.875% SENIOR NOTES DUE 2028
DALLAS, Texas, March 5, 2026 -- Matador Resources Company (NYSE:
MTDR) (“Matador”) today announced the expiration and results of its previously announced cash tender offer (the “Tender
Offer”) to purchase any and all of the $500 million outstanding aggregate principal amount of its 6.875% Senior Notes due 2028 (the
“Notes”).
The Tender Offer expired at 5:00 p.m., New York City time, on March 4,
2026 (the “Expiration Time”). As of the Expiration Time, an aggregate principal amount of $419,705,000, or approximately 84%,
of the Notes were validly tendered and not validly withdrawn, which amount excludes $4,530,000 aggregate principal amount of the Notes
that remain subject to guaranteed delivery procedures described in the Offer to Purchase and the Notice of Guaranteed Delivery (each as
defined below). Matador has accepted for purchase all Notes validly tendered prior to the Expiration Time pursuant to the Tender Offer
and expects to pay the consideration (the “Consideration”) for such Notes on March 5, 2026 (the “Settlement Date”).
Matador also expects to accept for purchase all Notes that remain subject to guaranteed delivery procedures and to pay the Consideration
for such Notes on March 9, 2026.
The Consideration to be paid for the Notes is $1,019.75 for each $1,000
principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, plus an amount equal to any accrued
and unpaid interest up to, but not including, the Settlement Date. For the avoidance of doubt, interest on the Notes will cease to accrue
on the Settlement Date for all Notes accepted in the Tender Offer. All Notes accepted in the Tender Offer will be canceled and retired
by Matador.
Matador intends to exercise its optional right, under the indenture
governing the Notes, to redeem any Notes outstanding on April 15, 2026 and, in accordance therewith, to satisfy and discharge its
obligations under such indenture.
The Tender Offer is being made pursuant to the terms and conditions
contained in the offer to purchase (the “Offer to Purchase”) and related notice of guaranteed delivery (the “Notice
of Guaranteed Delivery”), each dated February 26, 2026, copies of which may be requested from the information agent for the
Tender Offer, Global Bondholder Services Corporation, at (212) 430-3774 (brokers and banks) and (855) 654-2015 (all others; toll-free),
by email at contact@gbsc-usa.com or via the following web address: http://www.gbsc-usa.com/Matador. BofA Securities, Inc.
is acting as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to the Dealer Manager at (980)
388-3646 (collect) and (888) 292-0070 (toll-free), or by email at debt_advisory@bofa.com.
This press release is for informational purposes only, does not constitute
a notice of redemption or satisfaction and discharge under the indenture governing the Notes and is neither an offer to sell nor a solicitation
of an offer to buy any security, nor a solicitation for an offer to purchase any security, including the Notes, nor does it constitute
an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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,
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
