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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): June~~1934 ~~26, 2020~~

Date of Report (Date of earliest event reported): July 15, 2020

CHAPARRAL ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38602

73-1590941

~~001-38602~~

~~73-1590941~~

(State or other jurisdiction ofincorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

701 Cedar Lake BoulevardOklahoma City, OK(Address of principal executive offices) 73114(Zip Code)

701 Cedar Lake Boulevard

Oklahoma City, OK

73114

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (405) 478-8770

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

Ticker

symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.01 per share

CHAP

The 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 5 1.~~07.~~01 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

AtOn ~~the~~July 15, 2020, ~~annual~~Chaparral ~~meeting~~Energy, Inc. (the “~~Annual Meeting~~Company”), ofcertain ~~stockholders~~lenders party thereto (the ~~“Stockholders~~Lenders”), ofRoyal ~~Chaparral~~Bank ~~Energy~~of Canada, ~~Inc.~~as ~~(the~~Administrative ~~“Company”),~~Agent ~~Stockholders~~and ~~representing~~Issuing ~~37,156,152,~~Bank orand ~~77.74%~~the other parties thereto, ofentered ~~the~~into ~~shares~~a ofLimited Forbearance Agreement (the ~~Common~~“Forbearance ~~Stock~~Agreement”) ofunder the Company’s ~~outstanding~~Tenth ~~and~~Restated ~~entitled~~Credit toAgreement, ~~vote~~dated as of ~~the record date, May~~ December 1121, 2017 ~~2020~~(as amended, ~~were~~modified ~~represented~~or atsupplemented, the ~~meeting~~“Credit ~~either in person or by proxy~~Agreement”).

~~The~~Pursuant ~~matters proposed~~ to the ~~Stockholders~~Forbearance ~~for~~Agreement, athe Lenders ~~vote~~agreed, ~~were:~~during ~~(i)~~ the ~~election~~forbearance ofperiod, ~~each~~to offorbear ~~Douglas~~from E.exercising ~~Brooks,~~any ~~Charles~~remedies ~~Duginski,~~under ~~Michael~~the ~~Kuharski,~~Credit ~~Samuel~~Agreement ~~Langford,~~for ~~Mark~~any ~~“Mac”~~default ~~McFarland,~~or ~~Kenneth~~event W.of ~~Moore,~~default ~~Marcus~~resulting ~~Rowland,~~from ~~and~~any ~~Gysle~~failure ~~Shellum~~by ~~as members of~~ the Company’s ~~Board~~or any of ~~Directors,~~its ~~(ii)~~subsidiaries anto ~~advisory~~make ~~vote~~all onor ~~the~~any ~~compensation~~part of the required ~~Company’s~~interest ~~named~~payment ~~executive~~due ~~officers~~on asJuly 15, 2020 ~~disclosed~~(the in“Interest Payment”) with respect to the ~~proxy~~Company’s ~~statement~~8.75% ~~distributed~~senior innotes ~~connection~~due ~~with~~2023 (the ~~Annual~~“Notes”) ~~Meeting~~(such default, ~~and~~the ~~(iii~~“Specified Default”) ~~the~~. ~~ratification~~Any offailure by the Company’s ~~appointment~~to ofmake ~~Grant~~the ~~Thornton~~Interest ~~LLP~~Payment aswith respect to the ~~Company’s~~Notes ~~independent~~on ~~registered~~or ~~public~~prior ~~accounting~~to ~~firm~~July 15, 2020 ~~for~~would ~~the~~constitute ~~fiscal~~an ~~year~~“event ~~ending~~of ~~December 31,~~default” ~~2020~~under the Credit Agreement.

The ~~final~~forbearance ~~voting~~period ~~results~~began on July 15, 2020 and continues until 5:00 p.m. (Central Time) on July 29, 2020, unless terminated earlier as described below. During the forbearance period, all outstanding loans under the Credit Agreement will bear interest at the default rate under the Credit Agreement as long as any event of default exists. In addition, each Eurodollar borrowing will be converted into an ABR borrowing at the ~~Annual~~end ~~Meeting~~of ~~are~~its ~~set~~current ~~forth~~interest ~~below~~period.

~~Proposal~~The ~~One~~Forbearance Agreement will terminate prior to its scheduled expiration if, among other reasons, another default or event of default (excluding the Specified Default) occurs under the Credit Agreement or if the Company fails to comply with the terms of the Forbearance Agreement). The Forbearance Agreement also provides the following milestones that must be met to avoid early termination of the forbearance period:

~~Each~~• ofAt ~~the~~or ~~director~~prior ~~nominees~~to ~~was~~5:00 ~~elected~~p.m. to(Central ~~the~~Time) ~~Board~~on ofJuly ~~Directors~~20, of2020, the Company tomust ~~serve~~propose ~~until~~a process and timeline to the ~~next~~Administrative ~~Annual~~Agent ~~Meeting~~for ofunwinding ~~Stockholders~~the Company’s hedges and ~~until~~using ~~his~~all or ~~her~~a ~~respective~~portion ~~successor~~of isthe ~~duly~~net ~~elected~~cash ~~and~~proceeds ~~qualified.~~from ~~The~~the ~~results~~hedge ofunwind ~~the~~to ~~votes~~pay ~~with~~down ~~respect~~its toCredit ~~their~~Agreement ~~respective~~loans. ~~elections~~The ~~were~~proposed asprocess ~~follows~~and timeline must contemplate that:

Nominees	VotesFor		Withheld		Broker Non-Votes
Charles Duginski	24,687,370	171,420		12,297,362
Marcus C. Rowland	23,262,667	1,596,123		12,297,362
Douglas E. Brooks	22,983,691	1,875,099		12,297,362
Michael J. Kuharski	23,474,158	1,384,632		12,297,362
Samuel E. Langford	22,999,380	1,859,410		12,297,362
Mark “Mac” A. McFarland	23,662,415	1,196,375		12,297,362
Kenneth W. Moore	21,524,339	3,334,451		12,297,362
Gysle R. Shellum	23,809,146	1,049,644		12,297,362

•

If the total net cash proceeds are less than or equal to $33 million, then the required loan repayment is equal to $24 million or the total amount of those proceeds, whichever is less.

~~Proposal~~• ~~Two~~If the total net cash proceeds are greater than $33 million, then the required loan repayment is equal to the amount by which those proceeds exceed $9 million.

~~The~~• ~~result~~At ofor ~~the~~prior ~~advisory~~to ~~vote~~5:00 p.m. (Central Time) on July 22, 2020, the ~~compensation~~Administrative ofAgent must have (i) received from the Company’s ~~named~~a ~~executive~~proposed ~~officers~~deadline asfor ~~disclosed~~completing in the ~~proxy~~hedge ~~statement~~unwind ~~distributed~~process described above and (ii) approved that proposed deadline in ~~connection~~its ~~with~~sole discretion. Upon approval by the ~~Annual~~Administrative ~~Meeting~~Agent, ~~was~~the asForbearance ~~follows:~~Agreement will be automatically amended to include that additional milestone.

Votes For						Votes Against						Abstentions						Broker Non-Votes
20,898,873						3,035,758						924,159						12,297,362

•

At or prior to 5:00 p.m. (Central Time) on July 24, 2020, the Company must deliver a 13-week rolling operating budget and cash flow forecast to the Administrative Agent.

~~Proposal~~The ~~Three~~foregoing description of the Forbearance Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Forbearance Agreement, which is filed herewith Exhibit 99.1 and incorporated by reference herein.

~~The~~Item ~~proposal~~2.03 toCreation ~~ratify the Company’s appointment~~ of ~~Grant~~a ~~Thornton~~Direct ~~LLP~~Financial asObligation ~~the~~or ~~Company’s~~an ~~independent~~Obligation ~~registered~~under ~~public~~an ~~accounting~~Off-Balance ~~firm~~Sheet ~~for~~Arrangement ~~the~~of ~~fiscal~~a ~~year ending December 31, 2020, was approved by the following vote:~~Registrant.

Votes For						Votes Against						Abstentions						Broker Non-Votes
36,858,004						255,410						42,738						12,297,362

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

No2 ~~other business properly came before the Annual Meeting.~~

Item 2.04

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure

At this time, the Company has elected not to make the approximately $13.1 million Interest Payment with respect to the Notes. Under the indenture governing the Notes, the Company has a 30-day grace period to make the Interest Payments before that non-payment constitutes an “event of default” with respect to the Notes. The 30-day grace period expires on August 14, 2020. The Company is engaged in discussions with its lenders and noteholders regarding the terms of a potential comprehensive restructuring of its indebtedness.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.


Exhibit No.		Description

99.1		Forbearance Agreement dated as of July 15, 2020, by and among the Company, the subsidiary guarantors party thereto, certain Lenders identified therein, and Royal Bank of Canada, as Administrative Agent and Issuing Bank.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHAPARRAL ENERGY, INC.	~~CHAPARRAL ENERGY, INC.~~
Dated: June 30, 2020		By:		/s/ Justin Byrne
Dated: July 15, 2020	By:		/s/ Justin Byrne
		Name:Title:		Justin Byrne
	Name:		Justin Byrne
				Vice President and General Counsel
	Title:		Vice President and General Counsel

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