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): ~~September~~October 286, 2020

Montage Resources Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36511	46-4812998
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

122 West John Carpenter Freeway, Suite 300 Irving, Texas		75039
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (469) 444-1647

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 (see General Instructions A.2. below):

☐	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 $0.01 Per Share

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 12.~~01Entry~~04 ~~into~~Triggering Events That Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On ~~September~~October 286, 2020, Montage Resources Corporation (the “Company”) ~~entered~~notified ~~into~~Deutsche aBank ~~letter~~Trust ~~agreement~~Company Americas (the “~~Letter Agreement~~Trustee”), byas ~~and~~trustee ~~among~~under the ~~Company~~Indenture, dated as ~~borrower~~of July 6, ~~certain~~2015 of(as supplemented and in effect, the ~~Company’s~~“Indenture”), ~~subsidiaries~~among the Company, asthe guarantors party thereto and the Trustee, ~~Bank~~that ofthe ~~Montreal~~Company had elected to redeem, assubject ~~administrative~~to ~~agent~~certain conditions (the “~~Administrative Agent~~Redemption”), ~~and~~all ~~each~~ of its outstanding 8.875% Senior Notes due 2023 (the ~~lenders~~“Notes”). ~~that~~On ~~are~~October ~~party~~9, ~~thereto~~2020, ~~relating~~the Company issued a conditional notice of full redemption to ~~the~~redeem ~~Third~~all ~~Amended~~of ~~and~~its ~~Restated~~outstanding ~~Credit~~Notes. ~~Agreement~~The anticipated redemption date is November 13, ~~dated~~2020 as(the “Redemption Date”). The redemption price for the Notes will be 102.219% (the “Redemption Price”) of ~~February~~the ~~28,~~aggregate ~~2019~~principal amount being redeemed, byplus ~~and~~accrued ~~among~~but unpaid interest on the ~~Company~~Notes redeemed to, ~~the~~but ~~Administrative~~not ~~Agent~~including, ~~and~~the ~~each~~Redemption ofDate. Upon the ~~lenders~~Redemption ~~that~~by ~~are~~the ~~party~~Company ~~thereto~~of ~~(as~~the ~~amended~~Notes, none of the ~~“Credit~~Notes ~~Agreement”)~~will remain outstanding.

~~Pursuant~~Redemption toof the ~~Letter~~Notes ~~Agreement,~~is ~~the~~conditional ~~lenders~~on ~~that~~the ~~are~~consummation ~~party~~of ~~thereto,~~the ~~constituting~~transactions ~~all~~set offorth ~~the~~in ~~lenders~~ that ~~are~~certain ~~party~~Agreement toand ~~the~~Plan ~~Credit~~of ~~Agreement~~Merger, ~~agreed~~dated ~~to,~~as ~~among~~of ~~other~~August ~~things~~12, ~~(i)~~2020 ~~postpone~~ (the ~~scheduled~~“Merger ~~redetermination~~Agreement”), ofby ~~the~~and ~~borrowing~~between ~~base~~Southwestern ~~under~~Energy ~~the~~Company, ~~Credit~~a ~~Agreement~~Delaware ~~from~~corporation ~~October~~(the 1“Buyer”), ~~2020~~and ~~until~~the onCompany, orpursuant ~~about~~to ~~November 15~~which, ~~2020,~~on ~~(ii)~~the ~~consent~~terms and subject to the ~~Company’s~~conditions ~~sending~~set offorth atherein, ~~notice~~among ofother ~~redemption~~things, to(i) the ~~holders~~Company ofwill ~~the~~merge ~~Company’s~~with ~~8.875%~~and ~~Senior~~into ~~Notes~~the ~~due~~Buyer, ~~2023~~with (the ~~“Senior~~Buyer ~~Notes”)~~continuing inas ~~accordance~~the ~~with~~surviving ~~the~~company, ~~terms~~and of(ii) the ~~Agreement~~Buyer ~~and~~will ~~Plan~~deposit ofcash ~~Merger,~~proceeds ~~dated~~with asthe ofTrustee ~~August~~in ~~12,~~an ~~2020,~~amount byat ~~and~~least ~~between~~sufficient ~~the~~to ~~Company~~pay and ~~Southwestern~~discharge ~~Energy Company (~~the ~~“Merger~~Redemption ~~Agreement”)~~Price, ~~and~~all ~~(iii)~~accrued ~~consent~~and tounpaid ~~the~~interest ~~redemption~~on of the ~~Senior~~ Notes inredeemed ~~full; provided~~to, ~~that~~but ~~such~~not ~~redemption~~including, ~~occurs~~the ~~concurrently~~Redemption ~~with~~Date ~~the~~and ~~date~~all ~~that~~other ~~the~~amounts ~~secured~~owing ~~obligations~~ under the ~~Credit~~Indenture. ~~Agreement~~The ~~are~~Company ~~paid~~may indelay ~~full~~the inRedemption ~~cash~~Date ~~and~~until ~~the~~such ~~transactions~~time ~~contemplated~~as by the ~~Merger~~foregoing ~~Agreement~~conditions are ~~consummated.~~satisfied, ~~The~~or ~~borrowing~~such ~~base~~redemption ~~under~~may ~~the~~not ~~Credit~~occur ~~Agreement~~and ~~will~~the ~~remain~~conditional ~~$475~~notice ~~million~~of ~~until~~redemption ~~otherwise~~may ~~redetermined~~be orrescinded ~~adjusted~~in ~~pursuant to~~ the ~~provisions~~event ofthat the ~~Credit~~foregoing ~~Agreement.~~conditions ~~The~~are ~~Company’s~~not ~~ability~~satisfied toby ~~borrow under~~ the ~~Credit~~Redemption ~~Agreement~~Date, onor ~~and~~by ~~subject~~such tolater ~~the~~date ~~terms~~to ~~and~~which ~~conditions~~the ~~thereof,~~Redemption isDate ~~not~~has ~~impacted~~been ~~by the Letter Agreement~~delayed.

The description of the Letter Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Letter Agreement, dated as of September 28, 2020, by and among Montage Resources Corporation, as borrower, certain of the Company’s subsidiaries, as guarantors, Bank of Montreal, as administrative agent, and each of the lenders that are party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

	MONTAGE RESOURCES CORPORATION
Date: October 1, 2020	By:	/s/ Paul M. Johnston
Date: October 13, 2020	By:	/s/ Paul M. Johnston
	Name:	Paul M. Johnston
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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