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): December 1830, 2020

Sundance Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36302		61-1949225
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1050 17th Street, Suite 700

Denver, CO

(Address of principal executive offices)

80265

(Zip Code)

Registrant’s telephone number, including area code: (303) 543-5700

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 $0.001 per share		SNDE		The Nasdaq Stock Market LLC

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 x¨

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.

OnAs previously disclosed, on December 18, 2020, Sundance Energy Inc., a Delaware corporation (the “Company”), and its subsidiary, Sundance Energy, Inc., a Colorado corporation (the “Borrower”), entered into ~~the~~a Forbearance Agreement and Sixth Amendment to Credit Agreement (the “Forbearance Agreement”) with Toronto Dominion (Texas) LLC, as administrative agent (the “Administrative Agent”), and the lenders party thereto (the “Lenders”). Pursuant to the Forbearance Agreement, among other things, ~~(i)~~ the ~~lenders under that certain Credit Agreement dated as of April 23,~~ ~~2018 (as amended, modified, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”) with the Company and the~~ Borrower, ~~agreed~~was torequired ~~refrain from exercising their rights and remedies under the Credit Agreement and related loan documents with respect~~ to ~~certain~~deliver ~~defaults~~a ~~until~~Term ~~the~~Loan ~~earlier to occur of (x) February 7, 2021 and (y) certain events as described in the~~ Forbearance Agreement ~~and~~ (~~ii) the borrowing base may be redetermined at any time at the discretion of the Administrative Agent and the Required Lenders (~~as defined in the Forbearance Agreement). ~~Pursuant~~on toor ~~the~~before ~~Forbearance~~December ~~Agreement~~23, ~~the~~2020 ~~sublimit for letters of credit under~~ (the ~~Credit~~“Term ~~Agreement~~Loan ~~was~~Forbearance ~~reduced from $25~~Requirement”).~~0 million to $20.0 million.~~

The ~~Forbearance~~Borrower ~~Agreement~~was ~~can~~unable beto ~~terminated by~~timely ~~the~~comply ~~lenders~~with ~~upon (i)~~ the ~~occurrence~~Term ofLoan ~~any default or event of default under the Credit Agreement other than those disclosed in the~~ Forbearance ~~Agreement,~~Requirement. ~~(ii) any~~As ~~material~~a ~~misrepresentation by Borrower or any other loan party under the Forbearance Agreement or other loan document~~result, ~~(iii) the~~as ~~failure~~ of ~~Borrower~~December ~~or any other loan party to perform~~23, ~~observe or comply with any covenant~~2020, ~~agreement or term in~~ the ~~Forbearance~~Lenders had ~~Agreement, (iv)~~ the ~~Term~~right ~~Lenders~~to ~~accelerate~~terminate the ~~Term~~Forbearance ~~Debt~~Period (as defined in the Forbearance Agreement), ~~(v) commencement~~as ofset ~~any~~forth ~~bankruptcy,~~in ~~insolvency,~~the ~~receivership,~~Forbearance ~~or similar proceeding or general~~Agreement. ~~assignment~~On ~~for~~December ~~the~~30, ~~benefit of creditors with respect to any loan party~~2020, ~~(vi) any creditor of~~ the ~~Borrower~~Company, ~~or any guarantor takes any enforcement action against~~ the Borrower ~~or any guarantor which~~, in the Administrative Agent’s ~~judgment,~~and ~~would materially interfere with~~ the ~~Administrative~~Lenders ~~Agent’s~~entered ~~ability~~into toa ~~collect~~letter ~~under~~agreement (the ~~loan documents and (vii~~“Letter Agreement”) ~~any~~, ~~loan~~effective ~~party~~as ~~or any~~ of ~~their~~December ~~affiliates~~23, ~~or principals~~2020, ~~initiates~~with ~~any~~respect ~~judicial,~~to ~~administrative~~the orForbearance ~~arbitration~~Agreement, ~~proceeding~~pursuant ~~against~~to which the ~~lenders~~Lenders ~~or their~~agreed ~~affiliates.~~to Ifpermanently waive the ~~Forbearance~~Term ~~Agreement~~Loan ~~terminates~~Forbearance Requirement and ~~any~~their ~~then-current~~right ~~and~~to ~~ongoing~~terminate ~~events~~the ofForbearance ~~default~~Period ~~have~~solely ~~not~~as ~~been~~a ~~waived~~result ~~or cured,~~of the failure ~~lenders will be able~~ to ~~accelerate~~comply with the ~~loans~~Term ~~and~~Loan ~~pursue~~Forbearance ~~their rights and remedies~~Requirement.

The above description of the terms of the ~~Forbearance~~ Letter Agreement does not purport to be complete and is qualified in its entirety by the full text of the ~~Forbearance~~Letter Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01

Other Events.

On December 31, 2020, the Borrower elected to not make the interest payment of approximately $7 million due under its second lien term loan facility (the “Term Loan”) on such date. The three business day grace period to make such payment expires Wednesday, January 6, 2021. After such time, the lenders under the Term Loan may demand immediate repayment of the amounts outstanding under the Term Loan. In addition, a cross-default under the Borrower’s senior secured credit facility will be triggered.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		~~Forbearance~~Limited ~~Agreement~~Waiver ~~and Sixth Amendment~~ to ~~Credit~~Forbearance Agreement, dated as of December 1830, 2020, among Sundance Energy Inc., as parent, Sundance Energy, Inc., as borrower, Toronto Dominion (Texas) LLC, as administrative agent, ~~the loan parties thereto~~ and the lenders party thereto.
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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.

	SUNDANCE ENERGY INC.
Date: December 23, 2020	By:	/s/ Cathy L. Anderson
Date: January 6, 2021	By:	/s/ Cathy L. Anderson
	~~Name:~~	~~Cathy L. Anderson~~Name:	Cathy L. Anderson
	~~Title:~~	~~Chief Financial Officer~~Title:	Chief Financial Officer

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