SEC Form 4 · accession 0000899243-18-000720

LILIS ENERGY, INC. · LLEX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility providing for convertible term loans. On January 4, 2018, the Issuer notified the Reporting Persons that the conditions precedent to the ability to convert an additional $45 million in delayed draw term loans that were borrowed on October 4, 2017 had been met.
• F10Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities.
• F11Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4.
• F12Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
• F2(Continued from Footnote 1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share.
• F3The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $45 million of delayed draw terms loans.
• F4Reflects securities held directly by The Varde Fund XI (Master), L.P. ("Fund XI"). The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI.
• F5Reflects securities held directly by The Varde Fund XII (Master), L.P. ("Fund XII"). The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP.
• F6Reflects securities held directly by The Varde Skyway Master Fund, L.P. ("Skyway Fund"). The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund.
• F7Reflects securities held directly by Varde Investment Partners (Offshore) Master, L.P. ("VIP Offshore"). Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore.
• F8Reflects securities held directly by The Varde Fund VI-A, L.P. ("Fund VI-A"). VIP GP is the general partner of Fund VI-A.
• F9Reflects securities held directly by Varde Investment Partners, L.P. ("VIP"). VIP GP is the general partner of Fund VIP.