ABRAXAS PETROLEUM CORPORATION
18803 Meisner Drive
San
Antonio, Texas 78258
Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Securities and
Exchange Commission Rule 14FF-1
Notice in Change in the Composition of the Board of Directors
January 19, 2022
NO VOTE OR OTHER ACTION OF
THE COMPANYS STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
You are urged to read this Information Statement carefully and in its entirety. However, you are not required to take any action in connection with this
Information Statement. References throughout this Information Statement to Company, we, us, and our refer to Abraxas Petroleum Corporation.
INTRODUCTION
This
Information Statement is being mailed on or about January 19, 2022, to the stockholders of record of common stock, par value $0.01 per share (the Common Stock) of Abraxas Petroleum Corporation, a Nevada corporation
(the Company, we, us and ours), as of the close of business on January 13, 2022 (the Record Date) in accordance
with the requirements of Section 14(f) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule 14f-1 promulgated thereunder in connection with an anticipated change in
majority control of the Companys Board of Directors (the Board or Board of Directors) other than by a meeting of stockholders. Section 14(f) of the Exchange Act and Rule 14f-1 require mailing to our stockholders the information set forth in this Information Statement at least 10 days prior to the date a change in a majority of our directors occurs (otherwise than at a meeting of our
stockholders). Accordingly, the change in a majority of our directors pursuant to the transactions described herein will not occur until at least 10 days following the mailing of this Information Statement.
DESCRIPTION OF THE CHANGE IN CONTROL
Pursuant to the Exchange Agreement, dated as of January 3, 2022 (the Exchange Agreement), between the Company
and AG Energy Funding, LLC (AGEF) and certain other agreements entered into by the Company on January 3, 2022, the Company effectuated a restructuring of the Companys then-existing indebtedness through a
multi-part interdependent de levering transaction consisting of: (i) an Asset Purchase and Sale Agreement (the Purchase Agreement), pursuant to which the Company sold to Lime Rock Resources V-A, L.P. certain oil, gas, and mineral properties in the Williston Basin region of North Dakota and other related assets belonging to the Company and its subsidiaries for $87,200,000 in cash (the
Sale), (ii) the pay down of the indebtedness and other obligations of the Company and its subsidiaries under the Third Amended and Restated Credit Facility, dated June 11, 2014 (as amended, modified, or supplemented,
the First Lien Debt Agreement), by and among the Company, the financial institutions party thereto as lenders, and Société Générale, as Issuing Lender and administrative agent and
certain specified secured hedges from the proceeds of the Sale and, to the extent necessary, other cash of the Company; and (iii), a debt for equity exchange of the indebtedness and other obligations of the Company and its subsidiaries under the
$100,000,000 Term Loan Credit Agreement, dated November 13, 2019 (as amended, modified, or supplemented, the Second Lien Debt Agreement), by and among the Company, the financial institutions party thereto as lenders,
and Angelo Gordon Energy Servicer, LLC, as administrative agent and all related loan and security documents (the Exchange and, together with the transactions referred to in clauses (i) and (ii), the
Restructuring).
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