W&T Offshore sets $100M maximum on amended credit line
The initial borrowing base and elected commitments are each $50.0 million, compared with an aggregate maximum credit amount of $100.0 million.
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Rhea-AI Filing Summary
W&T Offshore, Inc. (WTI) amended its credit agreement effective October 1, 2026, converting its existing $50.0 million revolving credit facility into a reserve-based revolving facility. The amended facility has an aggregate maximum credit amount of $100.0 million, with initial elected commitments and an initial borrowing base each set at $50.0 million. Borrowing availability is limited to the least of the borrowing base, elected commitments and maximum credit amount; the initial borrowing base remains $50.0 million until the next scheduled redetermination.
The facility matures on the earlier of July 28, 2028, and the date six months before the stated maturity date of the Senior Second Lien Notes. The amendment removes the cash sweep, quarterly clean-down and asset coverage test, raises restricted-payments capacity 50% to $15 million, and leaves pricing and financial covenants unchanged; no amendment fees apply. W&T reported approximately $234 million of total liquidity entering the fourth quarter of 2026.
Positive
- Minor pointRestricted-payments capacity increased 50% to $15 million.
Negative
- None.
Filing Explained
Separately, the facility requires quarterly fees for letters of credit and unused commitments, plus an administrative fee paid quarterly; the letter-of-credit and commitment fee rates vary with facility use relative to the borrowing base.
8-K Event Classification
Key Figures
Key Terms
reserve-based revolving credit facility financial
Borrowing Base financial
Aggregate Elected Commitment Amounts financial
Adjusted Term SOFR financial
clean-down financial
FAQ
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What are WTI's initial borrowing base and maximum credit amount?
When will WTI's borrowing base be redetermined?
What interest rates can WTI choose under the amended facility?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
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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.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. |
On October 1, 2026, W&T Offshore, Inc. (the “Company”) entered into the Second Amendment to Credit Agreement (the “Amendment”), by and among the Company, as borrower, the subsidiary guarantors party thereto, as guarantors, Texas Capital Bank, as administrative agent and lender, and certain other lenders party thereto (together with Texas Capital Bank in its capacity as a lender, the “Lenders”), which amends that certain Credit Agreement, dated as of January 28, 2025 (as previously amended, the “Credit Agreement” and, as further amended by the Amendment, the “Amended Credit Agreement”).
Pursuant to the Amendment, the Company’s revolving credit facility was converted into a reserve-based revolving credit facility (the “Credit Facility”) maturing on the earlier of July 28, 2028 and the date that is 6 months prior to the stated maturity date of the Senior Second Lien Notes, with an aggregate maximum credit amount of $100.0 million (the “Aggregate Maximum Credit Amounts”) and an aggregate elected commitment amount initially set at $50.0 million (the “Aggregate Elected Commitment Amounts”).
The Credit Facility is subject to a Borrowing Base (as defined in the Amended Credit Agreement), with maximum loan value assigned to the proved reserves attributable to the oil and gas properties of the Company and its Restricted Subsidiaries (as defined in the Amended Credit Agreement). The initial Borrowing Base is $50.0 million, equal to the Aggregate Elected Commitment Amounts, until the next scheduled redetermination. The Company’s borrowing availability is set at the least of the Borrowing Base, the Aggregate Elected Commitment Amounts and the Aggregate Maximum Credit Amounts. Beginning November 1, 2026, the Borrowing Base will be redetermined semi-annually on or around May 1 and November 1 of each year, and each of the Company and the Required Lenders (as defined in the Amended Credit Agreement) may request one interim redetermination between scheduled redeterminations. The Company may request increases in the Aggregate Elected Commitment Amounts up to the Aggregate Maximum Credit Amounts. The Borrowing Base is also subject to automatic reduction upon the incurrence of certain additional debt and upon certain asset dispositions and hedge liquidations.
Borrowings under the Credit Facility bear interest, at the Company’s option, at a rate per annum equal to either (a) the adjusted Term SOFR rate (“Adjusted Term SOFR”) (which cannot be less than 3.00%) for interest periods of 1, 3 or 6 months plus the Applicable Margin (described below) or (b) the base rate (“Base Rate”) plus the Applicable Margin. Base Rate is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1⁄2 of 1.0%, (ii) the prime rate published by the Wall Street Journal from time to time as the “U.S. Prime Rate” and (iii) Adjusted Term SOFR for a 1-month Interest Period on such day plus 1.0%. Interest is payable quarterly in arrears for Base Rate loans, at the end of the applicable interest period for Term SOFR loans (but not less frequently than quarterly) and upon the prepayment or maturity of the underlying loans. Additionally, the Company is required to pay a letter of credit fee and a commitment fee quarterly in arrears in respect of unused commitments under the Credit Facility, and an annual administrative fee paid quarterly as set forth in the Fee Letter. The Applicable Margins, letter of credit fee and the commitment fee rate are calculated based upon the utilization levels of the Credit Facility as a percentage of the borrowing base then in effect, as set forth below:
| Applicable Margin | X < 25% | 25% < X < 50% |
50% < X < 75% |
75% < X | ||||||||||||
| SOFR Loans Margin | 3.750 | % | 4.000 | % | 4.250 | % | 4.750 | % | ||||||||
| Base Rate Margin | 2.750 | % | 3.000 | % | 3.250 | % | 3.750 | % | ||||||||
| Commitment Fee Rate | 0.500 | % | 0.500 | % | 0.500 | % | 0.500 | % | ||||||||
| Letter of Credit Fee Rate | 3.750 | % | 4.00 | % | 4.250 | % | 4.750 | % | ||||||||
The Amended Credit Agreement contains certain customary affirmative and negative covenants and events of default, and requires the Company and certain of its affiliates obligated under the Amended Credit Agreement to make customary representations and warranties in connection with credit extensions thereunder. The negative covenants, among other things and subject to significant exceptions, limit the ability of the Company and certain of its subsidiaries to:
| · | incur or guarantee additional indebtedness; |
| · | make loans to others; |
| · | make investments; |
| · | merge or consolidate with another entity; |
| · | make dividends and certain other payments; |
| · | hedge future production or interest rates; |
| · | create liens that secure indebtedness; |
| · | transfer or sell assets; |
| · | enter into transactions with affiliates; and |
| · | engage in certain other transactions without the prior consent of the lenders. |
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If an Event of Default (as defined in the Amended Credit Agreement) occurs, the Lenders would be entitled to take various actions, including the acceleration of amounts due under the Amended Credit Agreement, termination of the Lenders’ commitments thereunder, foreclosure on collateral, and all other remedial actions available to a secured creditor.
The Amended Credit Agreement continues to require the Company to maintain, as of the last day of each fiscal quarter, (i) a Consolidated Net Leverage Ratio (as defined in the Amended Credit Agreement) of not greater than 2.50 to 1.00 and (ii) a Current Ratio (as defined in the Amended Credit Agreement) of not less than 1.00 to 1.00. The Amendment did not change the maturity date, the interest rate margins, the 3.00% floor on Adjusted Term SOFR, the commitment fee rate or the minimum hedging requirements under the Credit Agreement.
The Company’s annual cap on certain Restricted Payments (as defined in the Amended Credit Agreement) was increased from $10.0 million to $15.0 million. In addition, each borrowing and letter of credit issuance is now conditioned on the Company’s consolidated cash balance, after giving effect thereto, not exceeding the greater of $10.0 million and 10% of the Borrowing Base then in effect.
The Company is no longer subject to certain obligations under the Amended Credit Agreement that were contained in the Credit Agreement, including (i) the financial covenant requiring the Company to maintain PDP PV-10 of at least $100.0 million as of the last day of each fiscal quarter, (ii) the requirement to prepay revolving loans monthly in an amount equal to 75% of Excess Cash Flow (as defined in the Credit Agreement) when the Consolidated Net Leverage Ratio (as defined in the Credit Agreement) exceeds 2.00 to 1.00 and (iii) the requirement to prepay all outstanding revolving loans every three months, together with the related prohibition on borrowing for a five-day period following each such prepayment.
In connection with the Amendment, Macquarie Bank Limited (the “Exiting Lender”) irrevocably sold and assigned all of its rights and obligations (other than any Swap Obligations (as defined in the Amended Credit Agreement) that may exist between Exiting Lender and the Company) as a lender under the Credit Agreement, including its $10.0 million elected commitment and its outstanding loans and participations in letters of credit, to Canadian Imperial Bank of Commerce, New York Branch (the “New Lender”). As of the Second Amendment Effective Date, the New Lender became a Lender under the Amended Credit Agreement, with an Elected Commitment (as defined in the Amended Credit Agreement) of $10.0 million, representing 20% of the Aggregate Elected Commitment Amounts, and the Exiting Lender ceased to be a party to, and a Lender under, the Amended Credit Agreement. The Elected Commitments of each of the other Lenders were unchanged.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is 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 under Item 1.01 regarding the terms of the Amended Credit Agreement is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On October 7, 2026, the Company issued a press release announcing the Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1* | Second Amendment to Credit Agreement, dated as of October 1, 2026, by and among W&T Offshore, Inc., the subsidiary guarantors party thereto, Texas Capital Bank, as administrative agent and the lenders party thereto. | |
| 99.1 | Press release, dated October 7, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 7, 2026 | W&T OFFSHORE, INC. (Registrant) |
| By: | /s/ Sameer Parasnis | |
| Name: | Sameer Parasnis | |
| Title: | Executive Vice President and Chief Financial Officer |
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Exhibit 99.1
 | PRESS RELEASE |
FOR IMMEDIATE RELEASE
W&T Offshore Completes Conversion of Revolving Credit Facility to Reserve-Based Lending Structure, Enhancing Financial Flexibility
Eliminates cash sweep, quarterly clean-down and asset coverage test; increases restricted payments capacity 50% to $15 million with no change to pricing or financial covenants and no amendment fees
HOUSTON, October 7, 2026 – W&T Offshore, Inc. (NYSE: WTI) (“W&T” or the “Company”) today announced that on October 1, 2026, the Company entered into the Second Amendment to its Credit Agreement with Texas Capital Bank, as administrative agent, and its bank group, converting its existing $50.0 million revolving credit facility into a conventional reserve-based lending (“RBL”) facility, effective as of that date.
Key Highlights of the Amended Facility
| · | Conventional RBL structure: Initial borrowing base of $50.0 million, fully supporting $50.0 million of elected commitments, with an aggregate maximum credit amount of $100.0 million that provides capacity, subject to borrowing base availability and lender consent, to increase commitments to support future growth. The borrowing base will be redetermined semi-annually each May 1 and November 1, beginning November 1, 2026; |
| · | Removal of restrictive features: Eliminates the 75% excess cash flow sweep, the requirement to repay any outstanding revolving credit facility balance every three months (clean-down) and the $100.0 million minimum PDP PV-10 asset coverage covenant, giving the Company greater control over its cash flow and liquidity; |
| · | Increased shareholder return capacity: The annual restricted payments basket was increased by 50%, from $10.0 million to $15.0 million; |
| · | Unchanged pricing and covenants: No change to interest rate margins, the Term SOFR floor, maturity, collateral or the Company’s financial covenants, including a maximum net leverage ratio of 2.50x and a minimum current ratio of 1.00x; |
| · | No amendment fees: The lenders did not charge any amendment fees in connection with the transaction, other than the reimbursement of customary fees and expenses of the administrative agent; and |
| · | Continued bank group support: Each of the Company’s continuing lenders maintained their full commitment, and CIBC rejoined the bank group with a $10.0 million commitment, replacing an exiting lender. |
Management Commentary
“This amendment is an important step in the evolution of W&T’s capital structure,” said Tracy W. Krohn, Chairman of the Board and Chief Executive Officer. “Moving to a conventional reserve-based facility removes the cash sweep, clean-down and asset coverage requirements that constrained our liquidity management. It also provides the potential to expand borrowing capacity up to $100 million as we grow our reserve base, and increases our flexibility to grow the Company and return capital to shareholders – all with no change to pricing or financial covenants and without any amendment fees. We are thankful for the continued support of our bank group, led by Texas Capital Bank. We are delighted to welcome back CIBC, a past lender to W&T, with whom we look forward to growing our relationship further. Additionally, we are entering the fourth quarter of 2026 with total liquidity of approximately $234 million. This solid base will help us execute the goals we have set for 2026 and 2027.
Additional information regarding the amendment is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2026.
About W&T Offshore
W&T Offshore, Inc. is an independent oil and natural gas producer with operations offshore in the Gulf of America and has grown through acquisitions, exploration and development. As of June 30, 2026, the Company had working interests in 48 fields in federal and state waters (which include 41 fields in federal waters and seven in state waters). The Company has under lease approximately 591,000 gross acres (457,000 net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 450,000 gross acres on the conventional shelf, approximately 136,000 gross acres in the deepwater and 5,000 gross acres in Alabama state waters. A majority of the Company’s daily production is derived from wells it operates. For more information on W&T, please visit the Company’s website at www.wtoffshore.com.
Forward-Looking Statements
This press release contains 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. All statements other than statements of historical facts included in this release, including those regarding the Company’s financial position, operating and financial performance, business strategy, plans and objectives of management for future operations, projected costs, industry conditions, potential acquisitions, the outcomes and impact of ongoing litigation, the impact of potential regulatory changes, the impact of and integration of acquired assets, future production, probable reserves, capital expenditures associated with producing reserves, future expenses and indebtedness are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. Items contemplating or making assumptions about actual or potential future production and sales, prices, market size, and trends or operating results also constitute such forward-looking statements.
These forward-looking statements are based on the Company’s current expectations and assumptions about future events and speak only as of the date of this release. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, as results actually achieved may differ materially from expected results described in these statements. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements, unless required by law.
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Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ including, among other things, the regulatory environment, including availability or timing of, and conditions imposed on, obtaining and/or maintaining permits and approvals, including those necessary for drilling and/or development projects; the impact of current, pending and/or future laws and regulations, and of legislative and regulatory changes and other government activities, including those related to permitting, drilling, completion, well stimulation, operation, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of the Company’s products; inflation levels; global economic trends, geopolitical risks and general economic and industry conditions, such as the global supply chain disruptions and the government interventions into the financial markets and economy in response to inflation levels and world health events; volatility of oil, NGL and natural gas prices; the global energy future, including the factors and trends that are expected to shape it, such as concerns about climate change and other air quality issues, the transition to a low-emission economy and the expected role of different energy sources; supply of and demand for oil, NGLs and natural gas, including due to the actions of foreign producers, importantly including OPEC and other major oil producing companies (“OPEC+”) and change in OPEC+’s production levels; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver the Company’s oil and natural gas and other processing and transportation considerations; inability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures, meet the Company’s working capital requirements or fund planned investments; price fluctuations and availability of natural gas and electricity; the Company’s ability to use derivative instruments to manage commodity price risk; the Company’s ability to meet the Company’s planned drilling schedule, including due to the Company’s ability to obtain permits on a timely basis or at all, and to successfully drill wells that produce oil and natural gas in commercially viable quantities; uncertainties associated with estimating proved reserves and related future cash flows; the Company’s ability to replace the Company’s reserves through exploration and development activities; drilling and production results, lower–than–expected production, reserves or resources from development projects or higher–than–expected decline rates; the Company’s ability to obtain timely and available drilling and completion equipment and crew availability and access to necessary resources for drilling, completing and operating wells; changes in tax laws; effects of competition; uncertainties and liabilities associated with acquired and divested assets; the Company’s ability to make acquisitions and successfully integrate any acquired businesses; asset impairments from commodity price declines; large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies; geographical concentration of the Company’s operations; the creditworthiness and performance of the Company’s counterparties with respect to its hedges; impact of derivatives legislation affecting the Company’s ability to hedge; failure of risk management and ineffectiveness of internal controls; catastrophic events, including tropical storms, hurricanes, earthquakes, pandemics and other world health events; environmental risks and liabilities under U.S. federal, state, tribal and local laws and regulations (including remedial actions); potential liability resulting from pending or future litigation; the Company’s ability to recruit and/or retain key members of the Company’s senior management and key technical employees; information technology failures or cyberattacks; and governmental actions and political conditions, as well as the actions by other third parties that are beyond the Company’s control, and other factors discussed in W&T Offshore’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q found at www.sec.gov or at the Company’s website at www.wtoffshore.com under the Investor Relations section
| CONTACT: | Al Petrie | Sameer Parasnis |
| Investor Relations Coordinator | Executive VP and CFO | |
| investorrelations@wtoffshore.com | 713-513-8654 | |
| 713-297-8024 |
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