UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
February 1, 2016 (January 29, 2016)
EMERALD OIL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-35097 | 77-0639000 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
200 Columbine Street, Suite 500
Denver, CO 80206
(Address of principal executive offices, including zip code)
(303) 595-5600
(Registrant’s telephone number, including area code)
(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 Instruction 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)) |
| Item 1.02 | Termination of a Material Definitive Agreement. |
On November 5, 2015, the Company, along with certain of its subsidiaries (the “Guarantors”), entered into a forbearance agreement (the “Forbearance Agreement”) with regard to the Amended and Restated Credit Agreement, dated as of May 1, 2014 (the "Credit Agreement"), by and among the Company and Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto (collectively, the “Lenders”). Pursuant to the Forbearance Agreement, the Lenders agreed to forbear from exercising their rights and remedies under the Credit Agreement until December 18, 2015 with respect to certain events of defaults under the Credit Agreement (the “Specified Defaults”). On December 18, 2015, the Guarantors signed an amendment (the “Amendment”) to the Forbearance Agreement with the Lenders pursuant to which the Lenders agreed to forbear from exercising their rights and remedies under the Credit Agreement until January 29, 2016 (the “Forbearance Period”) with respect to certain events of default under the Credit Agreement. On January 29, 2016, the Forbearance Period for the Credit Agreement as set forth in the Amendment to the Forbearance Agreement expired.
As a result of the termination of the Forbearance Agreement, the Company is in default under the Credit Agreement as follows:
1. The Event of Default occurring under Section 10.01(d) of the Credit Agreement as a result of a breach of Section 9.01(a) and (b) of the Credit Agreement with respect to the quarters ended June 30, 2015 and September 30, 2015.
2. The Event of Default under Section 10.01(a) of the Credit Agreement as a result of the failure of the Borrower to repay the Borrowing Base Deficiency pursuant to Section 3.04(c)(ii) of the Credit Agreement.
3. Any Event of Default that may occur under Section 10.01(g) of the Credit Agreement as a result of an event that would enable or permit the holders of Material Indebtedness (e.g., Convertible Notes) to cause such indebtedness to become due.
The Company has not received any notice from the Lenders regarding the termination of the Forbearance Agreement regarding the continuing defaults under the Credit Agreement. However, the Company is currently in discussions with the Lenders regarding a resolution to the defaults and events of default, including amendments to the existing agreements and waivers of the defaults and events of defaults or a refinancing of the debt. There can be no assurance that the requested relief will be granted on terms acceptable to the Company or at all. So long as one or more events of default are continuing under the Credit Agreement, the Lenders may, subject to compliance with the terms and conditions of the Credit Agreement, exercise a number of remedies including acceleration of the debt and the sale of collateral. The exercise of certain remedies may have a material adverse effect on the liquidity, financial condition and results of operations of the Company and could cause the Company to become bankrupt or insolvent. The Company has engaged legal advisor Kirkland & Ellis LLP, who will join financial advisor Opportune LLP and investment banker Intrepid Partners, LLC, to advise management and the board of directors on lender negotiations and capital structure options.
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The disclosure under Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference.
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| Item 7.01. | Regulation FD Disclosure. |
On February 1, 2016, the Company issued a press release titled “Emerald Oil Continues to Make Progress to Cure its Borrowing Base Deficiency.” The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:
| Exhibit No. | Description | |
| 99.1 | Press Release of Emerald Oil, Inc., dated February 1, 2016 titled “Emerald Oil Continues to Make Progress to Cure its Borrowing Base Deficiency.” |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
|
EMERALD OIL, INC. | ||
| Date: February 1, 2016 | By: | /s/ Ryan Smith |
| Ryan Smith | ||
| Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of Emerald Oil, Inc., dated February 1, 2016 titled “Emerald Oil Continues to Make Progress to Cure its Borrowing Base Deficiency.” |
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Exhibit 99.1
Emerald Oil Continues to Make Progress to Cure its Borrowing Base Deficiency
DENVER, CO -- (Marketwired) -- 02/01/16 – Emerald Oil, Inc. (the "Company") (NYSE MKT: EOX) today announced that it is continuing to negotiate with the lending group associated with its revolving credit facility to cure the outstanding borrowing base deficiency. On January 14, 2016, the Company made a presentation to the lending group regarding a possible cure to the borrowing base deficiency, and the Company expects to receive a response in the near future. For the time being, the Company has elected not to extend the forbearance agreement that expired on January 29, 2016, but will continue to evaluate the merits of such an extension.
The Company anticipates the resolution of the negotiations regarding the borrowing base deficiency will have a positive effect on the Company’s management of its relationship with trade payables, bond holders and stockholders, and the Company looks forward to resolving the deficiency so it can continue to look out for the best interests of all of its stakeholders.
Emerald has engaged legal advisor Kirkland & Ellis LLP, who will join financial advisor Opportune LLP and investment banker Intrepid Partners, LLC, to advise management and the board of directors on lender negotiations and capital structure options.
This press release contains statements that are forward-looking and are subject to numerous assumptions, risks and uncertainties. You are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this document. Actual results may differ materially from those expressed or implied by such statements.
About Emerald
Emerald is an independent exploration and production operator that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota and Montana, targeting the Bakken and Three Forks shale oil formations and Pronghorn sand oil formation. Emerald is based in Denver, Colorado. More information about Emerald can be found atwww.emeraldoil.com.
Corporate
Contact:
Emerald Oil, Inc.
(303) 595-5600
info@emeraldoil.com
www.emeraldoil.com
Source: Emerald Oil, Inc.
Released February 1, 2016