SEC Filing Summary: RAM Energy Resources, Inc.
Business Context and Reporting Period
This Form 8-K was filed on June 10, 2011, by RAM Energy Resources, Inc. (Note: The request metadata listed "Battalion Oil Corp," but the filing text identifies the registrant as RAM Energy Resources, Inc.). The report details a material definitive agreement entered into on June 10, 2011, regarding the company's Revolving Credit Agreement originally dated March 14, 2011.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or total debt levels. The only specific financial figure disclosed relates to a covenant adjustment:
- Hedging Expense Adjustment: Expenses totaling $1,387,149 incurred to comply with hedging requirements will be added back when calculating Consolidated EBITDA for periods ending on or before June 30, 2012.
Material Changes
The company executed a First Amendment to its Revolving Credit Agreement with SunTrust Bank (Administrative Agent) and Capital One, N.A. (Syndication Agent). Key changes include:
- EBITDA Definition: Modified to exclude specific hedging compliance expenses ($1,387,149) from deductions for periods ending before June 30, 2012.
- Set-Off Rights: The agreement now permits contractual rights of set-off in favor of Shell Energy North America (US), L.P. or its affiliates.
- Lien Provisions: The facility now permits liens on cash posted with Shell Energy North America (US), L.P. or affiliates regarding Hedging Transactions entered into prior to the Closing Date under the Shell Master Agreement.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the operational changes to the credit facility. The amendment addresses contingencies related to hedging transactions and compliance with the Shell Master Agreement.
Investor Verification Checklist
- Verify the impact of the $1,387,149 EBITDA add-back on the company's ability to meet financial covenants under the Revolving Credit Agreement.
- Confirm the extent of hedging transactions with Shell Energy North America (US), L.P. and the associated cash posted as collateral.
- Review the full text of the First Amendment (Exhibit 10.14.1) for any additional covenants or restrictions not summarized in the 8-K.
- Clarify the discrepancy between the request metadata ("Battalion Oil Corp") and the filing registrant ("RAM Energy Resources, Inc.") to ensure the correct entity is being analyzed.